SOUTHERN COMPANY
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2008
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                    
         
       
Commission   Registrant, State of Incorporation,   I.R.S. Employer
File Number   Address and Telephone Number   Identification No.
1-3526
  The Southern Company   58-0690070
 
  (A Delaware Corporation)    
 
  30 Ivan Allen Jr. Boulevard, N.W.    
 
  Atlanta, Georgia 30308    
 
  (404) 506-5000    
 
       
1-3164
  Alabama Power Company   63-0004250
 
  (An Alabama Corporation)    
 
  600 North 18th Street    
 
  Birmingham, Alabama 35291    
 
  (205) 257-1000    
 
       
1-6468
  Georgia Power Company   58-0257110
 
  (A Georgia Corporation)    
 
  241 Ralph McGill Boulevard, N.E.    
 
  Atlanta, Georgia 30308    
 
  (404) 506-6526    
 
       
0-2429
  Gulf Power Company   59-0276810
 
  (A Florida Corporation)    
 
  One Energy Place    
 
  Pensacola, Florida 32520    
 
  (850) 444-6111    
 
       
001-11229
  Mississippi Power Company   64-0205820
 
  (A Mississippi Corporation)    
 
  2992 West Beach    
 
  Gulfport, Mississippi 39501    
 
  (228) 864-1211    
 
       
333-98553
  Southern Power Company   58-2598670
 
  (A Delaware Corporation)    
 
  30 Ivan Allen Jr. Boulevard, N.W.    
 
  Atlanta, Georgia 30308    
 
  (404) 506-5000    

 


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     Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes þ No o
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
                                 
    Large                   Smaller
    Accelerated   Accelerated   Non-accelerated   Reporting
Registrant   Filer   Filer   Filer   Company
The Southern Company
    X                          
Alabama Power Company
                    X          
Georgia Power Company
                    X          
Gulf Power Company
                    X          
Mississippi Power Company
                    X          
Southern Power Company
                    X          
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes o No þ (Response applicable to all registrants.)
             
    Description of   Shares Outstanding  
Registrant   Common Stock   at June 30, 2008  
The Southern Company
  Par Value $5 Per Share     770,187,296  
Alabama Power Company
  Par Value $40 Per Share     21,725,000  
Georgia Power Company
  Without Par Value     9,261,500  
Gulf Power Company
  Without Par Value     1,792,717  
Mississippi Power Company
  Without Par Value     1,121,000  
Southern Power Company
  Par Value $0.01 Per Share     1,000  
     This combined Form 10-Q is separately filed by The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, and Southern Power Company. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrants.

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INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 2008
             
        Page
        Number
DEFINITIONS     5  
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION     7  
   
 
       
PART I — FINANCIAL INFORMATION
   
 
       
Item 1.  
Financial Statements (Unaudited)
       
Item 2.  
Management’s Discussion and Analysis of Financial Condition and Results of Operations
       
           
        9  
        10  
        11  
        13  
        14  
           
        35  
        35  
        36  
        37  
        39  
           
        54  
        54  
        55  
        56  
        58  
           
        73  
        73  
        74  
        75  
        77  
           
        92  
        92  
        93  
        94  
        96  
           
        112  
        112  
        113  
        114  
        116  
        126  
Item 3.       33  
Item 4.       33  
Item 4T.       33  

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INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 2008
             
          Page
        Number
PART II — OTHER INFORMATION
   
 
       
Item 1.       147  
Item 1A.       147  
Item 2.  
Unregistered Sales of Equity Securities and Use of Proceeds
  Inapplicable
Item 3.  
Defaults Upon Senior Securities
  Inapplicable
Item 4.       147  
Item 5.  
Other Information
  Inapplicable
Item 6.       150  
        153  

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DEFINITIONS
     
Term   Meaning
2007 Retail Rate Plan
  Georgia Power’s retail rate plan for the years 2008 through 2010
Alabama Power
  Alabama Power Company
Clean Air Act
  Clean Air Act Amendments of 1990
Dalton Utilities
  The City of Dalton, Georgia, an incorporated municipality in the State of Georgia acting by and through its Board of Water, Light and Sinking Fund Commissioners
DOE
  U.S. Department of Energy
Duke Energy
  Duke Energy Corporation
ECO Plan
  Environmental Compliance Overview Plan
EPA
  U.S. Environmental Protection Agency
FASB
  Financial Accounting Standards Board
FERC
  Federal Energy Regulatory Commission
Form 10-K
  Combined Annual Report on Form 10-K of Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Southern Power for the year ended December 31, 2007
Georgia Power
  Georgia Power Company
Gulf Power
  Gulf Power Company
IGCC
  Integrated coal gasification combined cycle
IIC
  Intercompany Interchange Contract
IRC
  Internal Revenue Code of 1986, as amended
IRS
  Internal Revenue Service
KWH
  Kilowatt-hour
LIBOR
  London Interbank Offered Rate
MEAG Power
  Municipal Electric Authority of Georgia
Mirant
  Mirant Corporation
Mississippi Power
  Mississippi Power Company
MW
  Megawatt
NRC
  Nuclear Regulatory Commission
NSR
  New Source Review
OPC
  Oglethorpe Power Corporation
PEP
  Performance Evaluation Plan
Power Pool
  The operating arrangement whereby the integrated generating resources of the traditional operating companies and Southern Power are subject to joint commitment and dispatch in order to serve their combined load obligations
PPA
  Power Purchase Agreement
PSC
  Public Service Commission
Rate CNP
  Alabama Power’s certified new plant rate mechanism
Rate ECR
  Alabama Power’s energy cost recovery rate mechanism
Rate NDR
  Alabama Power’s natural disaster recovery rate mechanism
Rate RSE
  Alabama Power’s rate stabilization and equilization rate mechanism
registrants
  Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Southern Power
SCS
  Southern Company Services, Inc.
SEC
  Securities and Exchange Commission
SFAS No. 157
  FASB Statement No. 157, “Fair Value Measurement”

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DEFINITIONS
(continued)
     
Term   Meaning
Southern Company
  The Southern Company
Southern Company system
  Southern Company, the traditional operating companies, Southern Power, and other subsidiaries
Southern Nuclear
  Southern Nuclear Operating Company, Inc.
Southern Power
  Southern Power Company
Stone & Webster
  Stone & Webster, Inc.
traditional operating companies
  Alabama Power, Georgia Power, Gulf Power, and Mississippi Power
Westinghouse
  Westinghouse Electric Company LLC
wholesale revenues
  revenues generated from sales for resale

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q contains forward-looking statements. Forward-looking statements include, among other things, statements concerning the strategic goals for the wholesale business, retail sales growth, customer growth, storm damage cost recovery and repairs, fuel cost recovery, environmental regulations and expenditures, earnings growth, dividend payout ratios, access to sources of capital, projections for postretirement benefit trust contributions, financing activities, completion of construction projects, plans and estimated costs for new generation resources, sales under new PPAs, impacts of adoption of new accounting rules, costs of implementing the IIC settlement with the FERC, cash flow impact of the Economic Stimulus Act of 2008 on tax payments in 2008, unrecognized tax benefits related to leveraged lease transactions, and estimated construction and other expenditures. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential,” or “continue” or the negative of these terms or other similar terminology. There are various factors that could cause actual results to differ materially from those suggested by the forward-looking statements; accordingly, there can be no assurance that such indicated results will be realized. These factors include:
  the impact of recent and future federal and state regulatory change, including legislative and regulatory initiatives regarding deregulation and restructuring of the electric utility industry, implementation of the Energy Policy Act of 2005, environmental laws including regulation of water quality and emissions of sulfur, nitrogen, mercury, carbon, soot, or particulate matter and other substances, and also changes in tax and other laws and regulations to which Southern Company and its subsidiaries are subject, as well as changes in application of existing laws and regulations;
 
  current and future litigation, regulatory investigations, proceedings, or inquiries, including the pending EPA civil actions against certain Southern Company subsidiaries, FERC matters, IRS audits, and Mirant matters;
 
  the effects, extent, and timing of the entry of additional competition in the markets in which Southern Company’s subsidiaries operate;
 
  variations in demand for electricity, including those relating to weather, the general economy, population and business growth (and declines), and the effects of energy conservation measures;
 
  available sources and costs of fuels;
 
  effects of inflation;
 
  ability to control costs;
 
  investment performance of Southern Company’s employee benefit plans;
 
  advances in technology;
 
  state and federal rate regulations and the impact of pending and future rate cases and negotiations, including rate actions relating to fuel and storm restoration cost recovery;
 
  regulatory approvals related to the potential Plant Vogtle expansion, including Georgia PSC and NRC approvals;
 
  the performance of projects undertaken by the non-utility businesses and the success of efforts to invest in and develop new opportunities;
 
  internal restructuring or other restructuring options that may be pursued;
 
  potential business strategies, including acquisitions or dispositions of assets or businesses, which cannot be assured to be completed or beneficial to Southern Company or its subsidiaries;
 
  the ability of counterparties of Southern Company and its subsidiaries to make payments as and when due and to perform as required;
 
  the ability to obtain new short- and long-term contracts with neighboring utilities;
 
  the direct or indirect effect on Southern Company’s business resulting from terrorist incidents and the threat of terrorist incidents;
 
  interest rate fluctuations and financial market conditions and the results of financing efforts, including Southern Company’s and its subsidiaries’ credit ratings;
 
  the ability of Southern Company and its subsidiaries to obtain additional generating capacity at competitive prices;
 
  catastrophic events such as fires, earthquakes, explosions, floods, hurricanes, droughts, pandemic health events such as an avian influenza, or other similar occurrences;
 
  the direct or indirect effects on Southern Company’s business resulting from incidents similar to the August 2003 power outage in the Northeast;
 
  the effect of accounting pronouncements issued periodically by standard setting bodies; and
 
  other factors discussed elsewhere herein and in other reports (including the Form 10-K) filed by the registrants from time to time with the SEC.
Each registrant expressly disclaims any obligation to update any forward-looking statements.

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THE SOUTHERN COMPANY AND
SUBSIDIARY COMPANIES

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2008     2007     2008     2007  
    (in thousands)     (in thousands)  
Operating Revenues:
                               
Retail revenues
  $ 3,449,878     $ 3,105,056     $ 6,455,492     $ 5,848,867  
Wholesale revenues
    591,802       486,877       1,105,464       967,576  
Other electric revenues
    141,162       129,583       271,352       250,877  
Other revenues
    32,345       50,412       65,789       113,277  
 
                       
Total operating revenues
    4,215,187       3,771,928       7,898,097       7,180,597  
 
                       
Operating Expenses:
                               
Fuel
    1,622,074       1,457,506       3,074,017       2,774,025  
Purchased power
    197,260       100,136       290,164       164,209  
Other operations
    619,369       586,377       1,209,795       1,151,749  
Maintenance
    295,629       289,039       602,020       571,034  
Depreciation and amortization
    358,745       310,286       702,630       616,630  
Taxes other than income taxes
    198,042       184,527       387,314       367,566  
 
                       
Total operating expenses
    3,291,119       2,927,871       6,265,940       5,645,213  
 
                       
Operating Income
    924,068       844,057       1,632,157       1,535,384  
Other Income and (Expense):
                               
Allowance for equity funds used during construction
    35,486       23,597       76,071       43,771  
Interest income
    1,188       9,660       10,993       20,215  
Equity in income (losses) of unconsolidated subsidiaries
    1,097       (13,567 )     1,425       (20,302 )
Leveraged lease income (losses)
    (70,879 )     9,707       (59,954 )     19,569  
Interest expense, net of amounts capitalized
    (228,947 )     (222,576 )     (446,056 )     (440,426 )
Preferred and preference dividends of subsidiaries
    (16,195 )     (10,129 )     (32,390 )     (20,258 )
Other income (expense), net
    (4,484 )     (6,015 )     (3,570 )     (8,946 )
 
                       
Total other income and (expense)
    (282,734 )     (209,323 )     (453,481 )     (406,377 )
 
                       
Earnings Before Income Taxes
    641,334       634,734       1,178,676       1,129,007  
Income taxes
    224,952       205,581       403,090       361,165  
 
                       
Consolidated Net Income
  $ 416,382     $ 429,153     $ 775,586     $ 767,842  
 
                       
Common Stock Data:
                               
Earnings per share —
                               
Basic
  $ 0.54     $ 0.57     $ 1.01     $ 1.02  
Diluted
  $ 0.54     $ 0.56     $ 1.00     $ 1.01  
Average number of shares of common stock outstanding (in thousands)
                               
Basic
    769,122       755,137       767,636       752,698  
Diluted
    773,140       759,846       771,727       757,596  
Cash dividends paid per share of common stock
  $ 0.4200     $ 0.4025     $ 0.8225     $ 0.7900  
The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    For the Six Months  
    Ended June 30,  
    2008     2007  
    (in thousands)  
Operating Activities:
               
Consolidated net income
  $ 775,586     $ 767,842  
Adjustments to reconcile consolidated net income to net cash provided from operating activities —
               
Depreciation and amortization
    831,791       732,511  
Deferred income taxes and investment tax credits
    (79,033 )     85,007  
Deferred revenues
    57,768       (6,193 )
Allowance for equity funds used during construction
    (76,071 )     (43,771 )
Equity in income (losses) of unconsolidated subsidiaries
    (1,425 )     20,302  
Leveraged lease income (losses)
    59,954       (19,569 )
Pension, postretirement, and other employee benefits
    24,596       21,510  
Stock option expense
    15,734       23,454  
Derivative fair value adjustments
    6,652       (958 )
Hedge settlements
    17,289       7,866  
Hurricane Katrina grant proceeds-property reserve
          60,000  
Other, net
    (11,504 )     (6,875 )
Changes in certain current assets and liabilities —
               
Receivables
    (317,403 )     (122,018 )
Fossil fuel stock
    (121,823 )     (113,570 )
Materials and supplies
    (28,609 )     (36,002 )
Other current assets
    (54,536 )     (69,985 )
Hurricane Katrina grant proceeds
          14,345  
Accounts payable
    161,703       (31,681 )
Accrued taxes
    181,105       (82,875 )
Accrued compensation
    (185,500 )     (251,073 )
Other current liabilities
    121,336       26,103  
 
           
Net cash provided from operating activities
    1,377,610       974,370  
 
           
Investing Activities:
               
Property additions
    (1,983,177 )     (1,568,357 )
Investment in restricted cash from pollution control bonds
    (161 )     (96,049 )
Distribution of restricted cash from pollution control bonds
    32,908        
Nuclear decommissioning trust fund purchases
    (405,999 )     (322,509 )
Nuclear decommissioning trust fund sales
    399,119       315,629  
Proceeds from property sales
    5,495       28,602  
Investment in unconsolidated subsidiaries
    (2,780 )     (25,185 )
Cost of removal, net of salvage
    (40,757 )     (40,957 )
Hurricane Katrina capital grant proceeds
    7,314       10,869  
Other
    (35,907 )     15,877  
 
           
Net cash used for investing activities
    (2,023,945 )     (1,682,080 )
 
           
Financing Activities:
               
Decrease in notes payable, net
    (151,513 )     (445,605 )
Proceeds —
               
Long-term debt
    1,684,935       2,531,500  
Common stock
    235,454       311,485  
Redemptions —
               
Long-term debt
    (361,263 )     (1,084,078 )
Preferred stock
    (125,000 )      
Payment of common stock dividends
    (630,594 )     (593,991 )
Other
    (12,267 )     (9,610 )
 
           
Net cash provided from financing activities
    639,752       709,701  
 
           
Net Change in Cash and Cash Equivalents
    (6,583 )     1,991  
Cash and Cash Equivalents at Beginning of Period
    200,550       166,846  
 
           
Cash and Cash Equivalents at End of Period
  $ 193,967     $ 168,837  
 
           
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest (net of $39,434 and $26,926 capitalized for 2008 and 2007, respectively)
  $ 389,466     $ 391,105  
Income taxes (net of refunds)
  $ 280,902     $ 266,273  
The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Assets   2008     2007  
    (in thousands)  
Current Assets:
               
Cash and cash equivalents
  $ 193,967     $ 200,550  
Restricted cash
    41,406       68,013  
Receivables —
               
Customer accounts receivable
    1,199,505       999,264  
Unbilled revenues
    426,817       294,487  
Under recovered regulatory clause revenues
    519,002       715,744  
Other accounts and notes receivable
    379,994       347,573  
Accumulated provision for uncollectible accounts
    (23,384 )     (22,142 )
Fossil fuel stock, at average cost
    836,265       709,823  
Materials and supplies, at average cost
    746,435       725,001  
Vacation pay
    134,285       134,806  
Assets from risk management activities
    312,156       83,043  
Prepaid expenses
    297,999       147,903  
Other
    304,169       328,167  
 
           
Total current assets
    5,368,616       4,732,232  
 
           
Property, Plant, and Equipment:
               
In service
    49,537,608       47,175,717  
Less accumulated depreciation
    17,887,372       17,412,658  
 
           
 
    31,650,236       29,763,059  
Nuclear fuel, at amortized cost
    459,377       336,129  
Construction work in progress
    2,452,957       3,227,605  
 
           
Total property, plant, and equipment
    34,562,570       33,326,793  
 
           
Other Property and Investments:
               
Nuclear decommissioning trusts, at fair value
    1,054,152       1,131,798  
Leveraged leases
    923,451       984,441  
Other
    212,127       237,400  
 
           
Total other property and investments
    2,189,730       2,353,639  
 
           
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    944,201       910,402  
Prepaid pension costs
    2,415,092       2,368,798  
Unamortized debt issuance expense
    200,756       190,700  
Unamortized loss on reacquired debt
    278,203       288,973  
Deferred under recovered regulatory clause revenues
    525,926       388,945  
Other regulatory assets
    861,530       769,226  
Other
    511,631       459,172  
 
           
Total deferred charges and other assets
    5,737,339       5,376,216  
 
           
 
Total Assets
  $ 47,858,255     $ 45,788,880  
 
           
The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Liabilities and Stockholders’ Equity   2008     2007  
    (in thousands)  
Current Liabilities:
               
Securities due within one year
  $ 947,837     $ 1,177,889  
Notes payable
    1,119,944       1,271,457  
Accounts payable
    1,396,380       1,213,766  
Customer deposits
    290,234       273,800  
Accrued taxes —
               
Income taxes
    33,907       52,237  
Unrecognized tax benefits
    279,819       164,599  
Other
    302,274       329,895  
Accrued interest
    243,888       217,883  
Accrued vacation pay
    168,920       170,574  
Accrued compensation
    228,592       407,543  
Other regulatory liabilities
    345,929       34,352  
Other
    348,224       316,665  
 
           
Total current liabilities
    5,705,948       5,630,660  
 
           
Long-term Debt
    15,582,929       14,143,114  
 
           
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    5,884,614       5,838,674  
Deferred credits related to income taxes
    265,527       272,181  
Accumulated deferred investment tax credits
    467,388       479,302  
Employee benefit obligations
    1,524,918       1,492,472  
Asset retirement obligations
    1,147,394       1,200,094  
Other cost of removal obligations
    1,326,393       1,307,732  
Other regulatory liabilities
    1,737,912       1,613,004  
Other
    362,896       346,371  
 
           
Total deferred credits and other liabilities
    12,717,042       12,549,830  
 
           
Total Liabilities
    34,005,919       32,323,604  
 
           
Preferred and Preference Stock of Subsidiaries
    1,081,863       1,080,248  
 
           
Common Stockholders’ Equity:
               
Common stock, par value $5 per share —
               
Authorized — 1 billion shares
               
Issued — June 30, 2008: 770,617,262 Shares;
               
— December 31, 2007: 763,502,427 Shares
               
Treasury — June 30, 2008: 429,966 Shares;
               
— December 31, 2007: 398,746 Shares
               
Par value
    3,853,038       3,817,453  
Paid-in capital
    1,678,470       1,454,288  
Treasury, at cost
    (12,207 )     (11,143 )
Retained earnings
    7,295,431       7,154,596  
Accumulated other comprehensive loss
    (44,259 )     (30,166 )
 
           
Total Common Stockholders’ Equity
    12,770,473       12,385,028  
 
           
Total Liabilities and Stockholders’ Equity
  $ 47,858,255     $ 45,788,880  
 
           
The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2008     2007     2008     2007  
    (in thousands)     (in thousands)  
Consolidated Net Income
  $ 416,382     $ 429,153     $ 775,586     $ 767,842  
Other comprehensive income (loss):
                               
Qualifying hedges:
                               
Changes in fair value, net of tax of $2,571, $14,996, $(11,417), and $13,429, respectively
    4,337       23,839       (17,914 )     21,371  
Reclassification adjustment for amounts included in net income, net of tax of $2,371, $1,420, $4,149, and $2,679, respectively
    3,734       2,197       6,509       4,401  
Marketable securities:
                               
Change in fair value, net of tax of $(319), $1,086, $(2,456), and $1,904, respectively
    (925 )     1,320       (4,026 )     2,627  
Reclassification adjustment for amounts included in net income, net of tax of $-, $(361), $-, and $(361), respectively
          (573 )           (573 )
Pension and other post retirement benefit plans:
                               
Benefit plan net gain (loss), net of tax of $-, $(1,510),$-, and $(1,510), respectively
          (2,424 )           (2,424 )
Reclassification adjustment for amounts included in net income, net of tax of $277, $280, $536, and $527, respectively
    471       404       882       842  
 
                       
Total other comprehensive income (loss)
    7,617       24,763       (14,549 )     26,244  
 
                       
COMPREHENSIVE INCOME
  $ 423,999     $ 453,916     $ 761,037     $ 794,086  
 
                       
The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SECOND QUARTER 2008 vs. SECOND QUARTER 2007
AND
YEAR-TO-DATE 2008 vs. YEAR-TO-DATE 2007
OVERVIEW
Discussion of the results of operations is focused on Southern Company’s primary business of electricity sales in the Southeast by the traditional operating companies – Alabama Power, Georgia Power, Gulf Power, and Mississippi Power – and Southern Power. The traditional operating companies are vertically integrated utilities providing electric service in four Southeastern states. Southern Power constructs, acquires, and manages generation assets and sells electricity at market-based rates in the wholesale market. Southern Company’s other business activities include investments in leveraged lease projects, telecommunications, and energy-related services. For additional information on these businesses, see BUSINESS – The Southern Company System – “Traditional Operating Companies,” “Southern Power,” and “Other Businesses” in Item 1 of the Form 10-K.
Southern Company continues to focus on several key performance indicators. These indicators include customer satisfaction, plant availability, system reliability, and earnings per share. For additional information on these indicators, see MANAGEMENT’S DISCUSSION AND ANALYSIS – OVERVIEW – “Key Performance Indicators” of Southern Company in Item 7 of the Form 10-K.
RESULTS OF OPERATIONS
Net Income
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
(change in millions)   (% change)   (change in millions)   (% change)
$(12.8)   (3.0)   $7.8   1.0
 
Southern Company’s second quarter 2008 earnings were $416.4 million ($0.54 per share) compared to $429.2 million ($0.57 per share) for the second quarter 2007. The decrease in the second quarter 2008 when compared to the same period in 2007 was primarily the result of a significant charge related to leveraged lease investments, higher other operations and maintenance expenses, and higher depreciation and amortization. The second quarter 2008 decrease was partially offset by an increase in contributions from market-response rates to large commercial and industrial customers and retail base rate increases at Alabama Power and Georgia Power.
Southern Company’s year-to-date 2008 earnings were $775.6 million ($1.01 per share) compared to $767.8 million ($1.02 per share) for year-to-date 2007. The increase for year-to-date 2008 when compared to the same period in 2007 was primarily the result of an increase in contributions from market-response rates to large commercial and industrial customers, retail base rate increases at Alabama Power and Georgia Power, and an increase in allowance for equity funds used during construction. The year-to-date 2008 increase was partially offset by a significant charge related to leveraged lease investments, higher other operations and maintenance expenses, and higher depreciation and amortization.
Retail Revenues
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
(change in millions)   (% change)   (change in millions)   (% change)
$344.8   11.1   $606.6   10.4
 
In the second quarter 2008, retail revenues were $3.45 billion compared to $3.11 billion for the same period in 2007.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For year-to-date 2008, retail revenues were $6.46 billion compared to $5.85 billion for the same period in 2007.
Details of the change to retail revenues follow:
                                 
    Second Quarter     Year-to-Date  
    2008     2008  
    (in millions)     (% change)     (in millions)     (% change)  
Retail – prior year
  $ 3,105.1             $ 5,848.9          
Estimated change in —
                               
Rates and pricing
    213.5       6.9       348.3       6.0  
Sales growth
    0.9       0.0       23.4       0.4  
Weather
    (14.5 )     (0.5 )     (13.3 )     (0.2 )
Fuel and other cost recovery
    144.9       4.7       248.2       4.2  
 
Retail – current year
  $ 3,449.9       11.1 %   $ 6,455.5       10.4 %
 
Revenues associated with changes in rates and pricing increased in the second quarter and year-to-date 2008 when compared to the same periods in 2007 primarily as a result of an increase in revenues from market-response rates to large commercial and industrial customers and retail base rate increases at Alabama Power and Georgia Power.
Revenues attributable to changes in sales growth were insignificant in the second quarter 2008 when compared to the same period in 2007. For year-to-date 2008, revenues attributable to changes in sales growth increased when compared to the same period in 2007 due to a 0.2% increase in weather-adjusted retail KWH sales resulting primarily from a 0.9% increase in customer growth, partially offset by a 0.7% decrease in usage among customers mainly due to a higher housing inventory in Southern Company’s service area as compared to the same period in 2007. For year-to-date 2008, weather-adjusted residential KWH sales increased 0.1%, weather-adjusted commercial KWH sales increased 1.3%, and weather-adjusted industrial KWH sales decreased 0.7%.
Revenues resulting from changes in weather decreased because of less favorable weather in the second quarter and year-to-date 2008 when compared to the same periods in 2007.
Fuel and other cost recovery revenues increased $144.9 million in the second quarter 2008 and $248.2 million for year-to-date 2008 when compared to the same periods in 2007. Electric rates for the traditional operating companies include provisions to adjust billings for fluctuations in fuel costs, including the energy component of purchased power costs. Under these provisions, fuel revenues generally equal fuel expenses, including the fuel component of purchased power costs, and do not affect net income.
Wholesale Revenues
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
(change in millions)   (% change)   (change in millions)   (% change)
$104.9
  21.6   $137.9   14.3
 
In the second quarter 2008, wholesale revenues were $591.8 million compared to $486.9 million for the same period in 2007. The increase was primarily attributable to a rise in fuel revenues due to a 14.2% increase in the average unit cost of fuel per net KWH generated, higher revenues associated with new and existing wholesale contracts, and generating plant operational performance incentives on existing wholesale contracts.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For year-to-date 2008, wholesale revenues were $1.11 billion compared to $0.97 billion for the same period in 2007. The increase was primarily attributable to a rise in fuel revenues due to a 12.0% increase in the average unit cost of fuel per net KWH generated and higher revenues associated with new and existing wholesale contracts. Partially offsetting the year-to-date 2008 increase were lower revenues from short-term opportunity sales. Short-term opportunity sales are made at market-based rates that generally provide a margin above Southern Company’s variable cost to produce the energy.
Other Electric Revenues
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
(change in millions)   (% change)   (change in millions)   (% change)
$11.6   8.9   $20.5   8.2
 
In the second quarter 2008, other electric revenues were $141.2 million compared to $129.6 million for the same period in 2007. The increase was primarily the result of a $6.1 million increase in co-generation revenues due to higher natural gas prices and a $6.6 million increase related to the settlement of transmission service agreements with Calpine Corporation (Calpine).
For year-to-date 2008, other electric revenues were $271.4 million compared to $250.9 million for the same period in 2007. The increase was primarily the result of a $9.2 million increase in co-generation revenues due to higher natural gas prices, a $6.6 million increase related to the settlement of transmission service agreements with Calpine, an increase in customer fees of $3.8 million, and an increase in outdoor lighting revenues of $3.6 million.
Other Revenues
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
(change in millions)   (% change)   (change in millions)   (% change)
$(18.1)   (35.8)   $(47.5)   (41.9)
 
In the second quarter 2008, other revenues were $32.3 million compared to $50.4 million for the same period in 2007. The decrease was primarily the result of a $15.3 million decrease in fuel procurement service revenues following a contract termination in 2007.
For year-to-date 2008, other revenues were $65.8 million compared to $113.3 million for the same period in 2007. The decrease was primarily the result of a $31.8 million decrease in fuel procurement service revenues following a contract termination in 2007 and a $3.9 million decrease in revenues at a subsidiary that provides energy-related services.
Fuel and Purchased Power Expenses
                                 
    Second Quarter 2008     Year-to-Date 2008  
    vs.     vs.  
    Second Quarter 2007     Year-to-Date 2007  
    (change in millions)     (% change)     (change in millions)     (% change)  
Fuel
  $ 164.6       11.3     $ 300.0       10.8  
Purchased power
    97.1       97.0       126.0       76.7  
                     
Total fuel and purchased power expenses
  $ 261.7             $ 426.0          
                     

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In the second quarter 2008, fuel and purchased power expenses were $1.82 billion compared to $1.56 billion for the same period in 2007. The increase in fuel and purchased power expenses was due to a $226.5 million net increase in the average cost of fuel and purchased power, primarily related to an 18.5% increase in the cost of coal per net KWH generated. Also contributing to the increase was a $35.2 million net increase related to total KWHs generated and purchased when compared to the same period in 2007.
For year-to-date 2008, fuel and purchased power expenses were $3.36 billion compared to $2.94 billion for the same period in 2007. The increase in fuel and purchased power expenses was due to a $367.8 million net increase in the average cost of fuel and purchased power, primarily related to a 15.7% increase in the cost of coal per net KWH generated. Also contributing to the increase was a $58.2 million net increase related to total KWHs generated and purchased when compared to the same period in 2007.
Increases in fuel expense at the traditional operating companies are generally offset by fuel revenues and do not affect net income. See FUTURE EARNINGS POTENTIAL – “FERC and State PSC Matters – Retail Fuel Cost Recovery” herein for additional information. Fuel expenses incurred under Southern Power’s PPAs are generally the responsibility of the counterparties and do not significantly affect net income.
Details of Southern Company’s cost of generation and purchased power are as follows:
                                                 
    Second Quarter     Second Quarter     Percent     Year-to-Date     Year-to-Date     Percent  
Average Cost   2008     2007     Change     2008     2007     Change  
 
   
(cents per net KWH)
 
(cents per net KWH)
Fuel
    3.29       2.88       14.2       3.18       2.84       12.0  
Purchased power
    8.82       7.80       13.1       7.47       6.51       14.8  
 
Energy purchases will vary depending on demand for energy within the Southern Company service area, the market cost of available energy as compared to the cost of Southern Company system-generated energy, and the availability of Southern Company system generation.
Other Operations and Maintenance Expenses
                                 
    Second Quarter 2008     Year-to-Date 2008  
    vs.     vs.  
    Second Quarter 2007     Year-to-Date 2007  
    (change in millions)     (% change)     (change in millions)     (% change)  
Other operations
  $ 33.0       5.6     $ 58.0       5.0  
Maintenance
    6.6       2.3       31.0       5.4  
       
Total other operations and maintenance
  $ 39.6             $ 89.0          
       
In the second quarter 2008, other operations and maintenance expenses were $915.0 million compared to $875.4 million for the same period in 2007. The increase in other operations and maintenance expenses resulted primarily from a $17.9 million increase in fossil and hydro expenses due to costs incurred for scheduled outages and maintenance of fossil and hydro generating units, as well as expenses for new facilities; a $13.2 million increase in administrative and general expenses mainly resulting from increases in affiliated service company expenses and property damage expenses; a $7.8 million increase in customer account expenses largely related to increases in records and collections expenses and bad debt expense; and a $5.4 million increase in nuclear expenses due to costs incurred for maintenance of nuclear generating units and increases in commodity and labor costs.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For year-to-date 2008, other operations and maintenance expenses were $1.81 billion compared to $1.72 billion for the same period in 2007. The increase in other operations and maintenance expenses resulted primarily from a $46.2 million increase in fossil and hydro expenses due to costs incurred for scheduled outages, maintenance of fossil and hydro generating units, increases in commodity and labor costs, and expenses for new facilities; a $20.1 million increase in administrative and general expenses mainly resulting from increases in affiliated service company expenses and property damage expenses; a $17.2 million increase in customer account expenses largely related to increases in records and collections expenses, bad debt expense, and meter reading; and a $16.9 million increase in nuclear expenses due to costs incurred for maintenance of nuclear generating units and increases in commodity and labor costs.
Depreciation and Amortization
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
(change in millions)   (% change)   (change in millions)   (% change)
$48.4
  15.6   $86.0   13.9
 
In the second quarter 2008, depreciation and amortization was $358.7 million compared to $310.3 million for the same period in 2007.
For year-to-date 2008, depreciation and amortization was $702.6 million compared to $616.6 million for the same period in 2007.
The increases in depreciation and amortization in the second quarter and year-to-date 2008 when compared to the same periods in 2007 resulted primarily from an increase in plant in service related to environmental, transmission, and distribution projects mainly at Alabama Power and Georgia Power. An increase in depreciation rates at Georgia Power and Southern Power also contributed to the second quarter and year-to-date 2008 increases, as well as the completion of Southern Power’s Plant Oleander Unit 5 in December 2007 and Plant Franklin Unit 3 in June 2008.
Taxes Other Than Income Taxes
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
(change in millions)   (% change)   (change in millions)   (% change)
$13.5   7.3   $19.7   5.4
 
In the second quarter 2008, taxes other than income taxes were $198.0 million compared to $184.5 million for the same period in 2007.
For year-to-date 2008, taxes other than income taxes were $387.3 million compared to $367.6 million for the same period in 2007.
The increases in taxes other than income taxes in the second quarter and year-to-date 2008 when compared to the same periods in 2007 resulted primarily from increases in franchise fees and municipal gross receipt taxes associated with increases in revenues from energy sales.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Allowance for Equity Funds Used During Construction
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
(change in millions)   (% change)   (change in millions)   (% change)
$11.9   50.4   $32.3   73.8
 
In the second quarter 2008, allowance for equity funds used during construction was $35.5 million compared to $23.6 million for the same period in 2007.
For year-to-date 2008, allowance for equity funds used during construction was $76.1 million compared to $43.8 million for the same period in 2007.
The increases in allowance for equity funds used during construction in the second quarter and year-to-date 2008 when compared to the same periods in 2007 were primarily the result of additional investments in environmental projects mainly at Georgia Power and Gulf Power, transmission projects at Georgia Power, as well as generation facilities at Georgia Power. Additional investments in environmental projects at Alabama Power also contributed to the year-to-date 2008 increase.
Interest Income
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
(change in millions)   (% change)   (change in millions)   (% change)
$(8.5)   (87.7)   $(9.2)   (45.6)
 
In the second quarter 2008, interest income was $1.2 million compared to $9.7 million for the same period in 2007.
For year-to-date 2008, interest income was $11.0 million compared to $20.2 million for the same period in 2007.
The decreases in interest income in the second quarter and year-to-date 2008 when compared to the same periods in 2007 were primarily the result of the reversal of accrued interest income on IRS deposits related to sale-in-lease-out (SILO) transactions.
Equity in Income (Losses) of Unconsolidated Subsidiaries
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
(change in millions)   (% change)   (change in millions)   (% change)
$14.7   108.1   $21.7   107.0
 
In the second quarter 2008, equity in income (losses) of unconsolidated subsidiaries was $1.1 million compared to $(13.6) million for the same period in 2007.
For year-to-date 2008, equity in income (losses) of unconsolidated subsidiaries was $1.4 million compared to $(20.3) million for the same period in 2007.
The increases in equity in income (losses) of unconsolidated subsidiaries in the second quarter and year-to-date 2008 when compared with the same periods in 2007 were primarily the result of Southern Company ending its investment in synthetic fuel production facilities in December 2007.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Leveraged Lease Income (Losses)
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
(change in millions)   (% change)   (change in millions)   (% change)
$(80.6)   (830.2)   $(79.6)   (406.4)
 
In the second quarter 2008, leveraged lease income (losses) were $(70.9) million compared to $9.7 million for the same period in 2007.
For year-to-date 2008, leveraged lease income (losses) were $(60.0) million compared to $19.6 million for the same period in 2007.
Southern Company has several leveraged lease agreements which relate to international and domestic energy generation, distribution, and transportation assets. Southern Company receives federal income tax deductions for depreciation and amortization, as well as interest on long-term debt related to these investments. The decreases in leveraged lease income in the second quarter and year-to-date 2008, when compared to the same periods in 2007, were primarily the result of a $51.2 million after tax adjustment in the second quarter 2008 relating to the application of FASB Staff Position No. 13-2, “Accounting for a Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction” (FSP 13-2). See FUTURE EARNINGS POTENTIAL – “Income Tax Matters – Leveraged Lease Transactions” and Note (B) to the Condensed Financial Statements under “INCOME TAX MATTERS – Leveraged Lease Transactions” herein for further information.
Preferred and Preference Dividends of Subsidiaries
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
(change in millions)   (% change)   (change in millions)   (% change)
$6.1   59.9   $12.1   59.9
 
In the second quarter 2008, preferred and preference dividends of subsidiaries were $16.2 million compared to $10.1 million for the same period in 2007.
For year-to-date 2008, preferred and preference dividends of subsidiaries were $32.4 million compared to $20.3 million for the same period in 2007.
The increases in preferred and preference dividends of subsidiaries in the second quarter and year-to-date 2008 when compared to the same periods in 2007 resulted primarily from the issuance of $470 million of preference stock in September and October 2007, partially offset by the redemption of $125 million of preferred stock in January 2008. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – “Financing Activities” of Southern Company in Item 7 of the Form 10-K and herein for further information.
Income Taxes
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
(change in millions)   (% change)   (change in millions)   (% change)
$19.4   9.4   $41.9   11.6
 
In the second quarter 2008, income taxes were $225.0 million compared to $205.6 million for the same period in 2007.
For year-to-date 2008, income taxes were $403.1 million compared to $361.2 million for the same period in 2007.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The increases in income taxes in the second quarter and year-to-date 2008 when compared to the same periods in 2007 resulted primarily from higher pre-tax earnings and a decrease in net synthetic fuel tax credits, partially offset by lower leveraged lease income, the tax benefit associated with an increase in allowance for equity funds used during construction, and an increase in the IRC Section 199 production activities deduction. See Note (H) to the Condensed Financial Statements under “Effective Tax Rate” herein for further information.
FUTURE EARNINGS POTENTIAL
The results of operations discussed above are not necessarily indicative of Southern Company’s future earnings potential. The level of Southern Company’s future earnings depends on numerous factors that affect the opportunities, challenges, and risks of Southern Company’s primary business of selling electricity. These factors include the traditional operating companies’ ability to maintain a stable regulatory environment that continues to allow for the recovery of all prudently incurred costs during a time of increasing costs. Other major factors include profitability of the competitive wholesale supply business and federal regulatory policy (including the FERC’s market-based rate proceeding), which may impact Southern Company’s level of participation in this market. Future earnings for the electricity business in the near term will depend, in part, upon growth in energy sales, which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in the service area. In addition, the level of future earnings for the wholesale supply business also depends on numerous factors including creditworthiness of customers, total generating capacity available in the Southeast, and the successful remarketing of capacity as current contracts expire. For additional information relating to these issues, see RISK FACTORS in Item 1A and MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL of Southern Company in Item 7 of the Form
10-K.
Environmental Matters
Compliance costs related to the Clean Air Act and other environmental statutes and regulations could affect earnings if such costs cannot continue to be fully recovered in rates on a timely basis. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “Environmental Matters” in Item 8 of the Form 10-K for additional information.
New Source Review Actions
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters – New Source Review Actions” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “Environmental Matters – New Source Review Actions” in Item 8 of the Form 10-K for additional information regarding a civil action brought by the EPA alleging that Alabama Power had violated the NSR provisions of the Clean Air Act and related state laws with respect to certain of its coal-fired generating facilities. On July 24, 2008, the U.S. District Court for the Northern District of Alabama granted partial summary judgment in favor of Alabama Power regarding the proper legal test for determining whether projects are routine maintenance, repair, and replacement and therefore are excluded from NSR permitting. The decision does not resolve the case, the ultimate outcome of which cannot be determined at this time.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Clean Air Interstate Rule
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters – Environmental Statutes and Regulations – Air Quality” of Southern Company in Item 7 of the Form 10-K for background regarding the Clean Air Interstate Rule (CAIR). On July 11, 2008, in response to petitions brought by certain states and regulated industries challenging particular aspects of CAIR, the U.S. Court of Appeals for the District of Columbia Circuit issued a decision vacating CAIR in its entirety and remanding it to the EPA for further action consistent with its opinion. Southern Company’s overall environmental compliance strategy has been developed in response to numerous federal and state regulatory requirements, many of which remain unaffected by the court’s ruling; however, the court’s decision has the potential to impact future decision making regarding capital expenditures, the installation and operation of pollution control equipment, and the purchase, use, and associated carrying values of emissions allowances. The ultimate impact of the court’s decision cannot be determined at this time and may depend on subsequent legal action, including issuance of the court’s mandate, and future rulemaking and regulatory treatment.
Eight-Hour Ozone Regulations
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters – Environmental Statutes and Regulations – Air Quality” of Southern Company in Item 7 of the Form 10-K for additional information regarding revisions to the eight-hour ozone air quality standard. In March 2008, the EPA finalized its revisions to the eight-hour ozone standard, increasing its stringency. The EPA plans to designate nonattainment areas based on the new standard by 2010, and new nonattainment areas within Southern Company’s service territory are expected. The ultimate outcome of this matter cannot be determined at this time and will depend on subsequent legal action and/or future nonattainment designations and regulatory plans.
Carbon Dioxide Litigation
On February 26, 2008, the Native Village of Kivalina and the City of Kivalina filed a suit in the U.S. District Court for the Northern District of California against several electric utilities (including Southern Company), several oil companies, and a coal company. The plaintiffs are the governing bodies of an Inupiat village in Alaska. The plaintiffs contend that the village is being destroyed by erosion allegedly caused by global warming that the plaintiffs attribute to emissions of greenhouse gases by the defendants. The plaintiffs assert claims for public and private nuisance and contend that the defendants have acted in concert and are therefore jointly and severally liable for the plaintiffs’ damages. The suit seeks damages for lost property values and for the cost of relocating the village, which cost is alleged to be $95 million to $400 million. On June 30, 2008, all defendants filed motions to dismiss this case. Southern Company believes that these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. The ultimate outcome of this matter cannot be determined at this time.
Global Climate Issues
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters – Global Climate Issues” of Southern Company in Item 7 of the Form 10-K for additional information regarding executive orders issued by the Governor of the State of Florida addressing reduction of greenhouse gas emissions within the state. On June 25, 2008, Florida’s Governor signed comprehensive energy-related legislation that includes authorization for the Florida Department of Environmental Protection to adopt rules for a cap-and-trade regulatory program to address greenhouse gas emissions from electric utilities, conditioned upon their ratification by the legislature no sooner than the 2010 legislative session. This legislation also authorizes the Florida PSC to adopt a renewable portfolio standard for

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
public utilities, subject to legislative ratification. The impact of this legislation on Southern Company will depend on the development, adoption, legislative ratification, implementation, and potential legal challenges in connection with rules governing greenhouse gas emissions and mandates regarding the use of renewable energy, and the ultimate outcome cannot be determined at this time.
FERC and State PSC Matters
Retail Fuel Cost Recovery
The traditional operating companies each have established fuel cost recovery rates approved by their respective state PSCs. Over the past several years, the traditional operating companies have continued to experience higher than expected fuel costs for coal, natural gas, and uranium. These higher fuel costs have resulted in under recovered fuel costs included in the balance sheets of approximately $1.0 billion at June 30, 2008 as compared to $1.1 billion at December 31, 2007. Operating revenues are adjusted for differences in actual recoverable fuel costs and amounts billed in current regulated rates. Accordingly, changes to the billing factors will have no significant effect on Southern Company’s revenues or net income but will affect cash flow. The traditional operating companies continuously monitor the under recovered fuel cost balance in light of these higher fuel costs. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “PSC Matters – Fuel Cost Recovery” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “Alabama Power Retail Regulatory Matters” and “Georgia Power Retail Regulatory Matters” in Item 8 of the Form 10-K for additional information.
On February 29, 2008, Georgia Power filed a request with the Georgia PSC to change the fuel cost recovery rate effective June 1, 2008. The request was approved on May 20, 2008. Total annual fuel recovery billings increased by approximately $222 million. Georgia Power is required to file its next fuel cost recovery case by March 1, 2009.
Gulf Power filed a petition on June 20, 2008 with the Florida PSC requesting an adjustment to the fuel cost recovery factor due to a projected increase in the expected under recovery balance at year end 2008. On July 29, 2008, the Florida PSC approved Gulf Power’s request for an increase of approximately 28.3% in the fuel factor for retail customers. This change represents an increase of 11.3% for a residential customer billing of 1,000 KWH per month. The increase will result in the recovery of $38.2 million of the projected under recovered balance during the period September through December 2008. The remaining portion of the projected under recovered balance is expected to be recovered in 2009. The fuel cost recovery factor will be reviewed again by the Florida PSC in November 2008 as a normal part of its ongoing oversight over fuel cost recovery matters with the resulting adjustment to rates to take effect in January 2009.
Mississippi Base Load Construction Legislation
In the 2008 regular session of the Mississippi legislature, a bill was passed and signed by the Governor on May 9, 2008 to enhance the Mississippi PSC’s authority to facilitate development and construction of base load generation in the State of Mississippi. The bill authorizes, but does not require, the Mississippi PSC to include in retail base rates, prior to and during construction, all or a portion of the prudently incurred pre-construction and construction costs incurred by a utility in constructing a base load electric generating plant. The bill also provides for periodic prudence reviews by the Mississippi PSC and prohibits the cancellation of any such generating plant without the approval of the Mississippi PSC. In the event of cancellation of the construction of the plant without approval of the Mississippi PSC, the bill authorizes the Mississippi PSC to make a public interest determination as to whether and to what extent the utility will be afforded rate recovery for costs incurred in connection with such cancelled generating plant. The effect of this legislation on Mississippi Power cannot now be determined.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Income Tax Matters
Leveraged Lease Transactions
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Income Tax Matters – Leveraged Lease Transactions” of Southern Company in Item 7 of the Form 10-K for information regarding pending litigation and proposed legislation related to the SILO transactions. Also see Note 1 to the financial statements of Southern Company under “Income and Other Taxes,” Note 3 to the financial statements of Southern Company under “Income Tax Matters,” and Note 5 to the financial statements of Southern Company under “Unrecognized Tax Benefits” in Item 8 of the Form 10-K and Note (H) to the Condensed Financial Statements under “Unrecognized Tax Benefits” herein for information regarding Southern Company’s unrecognized tax benefit related to the SILO transactions.
During the second quarter 2008, decisions in favor of the IRS were reached in several court cases involving other tax payers with similar leveraged lease investments. Pursuant to the application of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48) and FSP 13-2, management is required to assess, on a periodic basis, the likely outcome of the uncertain tax positions related to the SILO transactions. Based on these accounting standards and management’s review of the recent court decisions, Southern Company recorded an after tax charge of approximately $67 million in the second quarter 2008. Of the total, approximately $16 million is associated with the application of FIN 48 and represents additional interest expense related to tax returns for years 2000 through 2007 and approximately $51 million represents non-cash charges related to the application of FSP 13-2. The charges related to FSP 13-2 reflect the reallocation of lease income and will be recognized as income over the remaining term of the affected leases. The tax benefit associated with the lease transactions represents timing differences that do not impact total net income over the life of the transactions. The ultimate impact on Southern Company’s net income and cash flow will be dependent on the outcome of its pending litigation, other court decisions, and proposed legislation, and cannot be determined at this time.
Bonus Depreciation
On February 13, 2008, President Bush signed the Economic Stimulus Act of 2008 (Stimulus Act) into law. The Stimulus Act includes a provision that allows 50% bonus depreciation for certain property acquired in 2008 and placed in service in 2008 or, in certain limited cases, 2009. The States of Alabama, Florida, Georgia, and Mississippi do not allow the bonus depreciation deduction allowed by the Stimulus Act for state income tax purposes. Southern Company is currently assessing the financial implications of the Stimulus Act and estimates the cash flow reduction to tax payments for 2008 to be between $120 million and $215 million.
Construction Projects
Integrated Coal Gasification Combined Cycle
As part of the evaluation and screening of alternatives to meet its future generation needs, Mississippi Power is considering the construction of an advanced coal gasification facility to be located in Kemper County, Mississippi, that would use locally mined lignite coal. The plant would use an air-blown IGCC technology that generates power from low-rank coals and coals with high moisture or high ash content. These coals, which include lignite, make up approximately half the proven United States and worldwide coal reserves. The feasibility assessment of the project is currently underway. Mississippi Power filed an application in June 2006 with the DOE for certain tax credits available to projects using clean coal technologies under the Energy Policy Act of 2005. The DOE subsequently certified the project and in November 2006, the IRS allocated IRC Section 48A tax credits of $133 million to Mississippi Power. The utilization of these credits is dependent

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
upon meeting the certification requirements for the project, including an in-service date no later than November 2013. On February 14, 2008, Mississippi Power also requested that the DOE transfer the remaining funds previously granted to another Southern Company project that would have been located in Orlando, Florida. The Orlando project was cancelled in 2007.
In December 2006, the Mississippi PSC approved Mississippi Power’s request for accounting treatment of the costs associated with Mississippi Power’s generation resource planning, evaluation, and screening activities. The Mississippi PSC gave Mississippi Power the authority to defer such costs as a regulatory asset. In December 2007, Mississippi Power reported to the Mississippi PSC an updated estimate and received an order directing Mississippi Power to continue charging all costs associated with the generation capacity assessment to the regulatory asset. At June 30, 2008, Mississippi Power had spent $31.1 million, of which $2.7 million related to land purchases capitalized. Of the remaining $28.4 million, the retail portion of $20 million was deferred in other regulatory assets and the wholesale portion of $8.4 million was expensed. Of this $8.4 million, $4.3 million and $4.1 million are related to expenses through June 30, 2008 and 2007, respectively. The retail portion of these costs will be charged to and remain as a regulatory asset until the Mississippi PSC determines the prudence and ultimate recovery of such costs, which decision is expected by January 2009. The balance of such regulatory asset is included in Mississippi Power’s rate base for retail ratemaking purposes. Approval by various regulatory agencies, including the Mississippi PSC, will also be required if the project proceeds. The Mississippi PSC, in its discretion, may exercise its additional rate authority granted to the Mississippi PSC in the Mississippi base load construction legislation if the project proceeds. See “FERC and State PSC Matters – Mississippi Base Load Construction Legislation” herein for additional information.
The final outcome of this matter cannot now be determined.
Nuclear
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Construction Projects – Nuclear” of Southern Company in Item 7 of the Form 10-K for information regarding the potential expansion of Plant Vogtle.
In August 2006, Southern Nuclear, on behalf of Georgia Power, OPC, MEAG Power, and Dalton Utilities (collectively, Owners), filed an application with the NRC for an early site permit approving two additional nuclear units on the site of Plant Vogtle. On March 31, 2008, Southern Nuclear filed an application with the NRC for a combined construction and operating license (COL) for the new units.
On April 8, 2008, Georgia Power, acting for itself and as agent for the Owners, and a consortium consisting of Westinghouse and Stone & Webster (collectively, Consortium) entered into an engineering, procurement, and construction agreement to design, engineer, procure, construct, and test two AP1000 nuclear units with electric generating capacity of approximately 1,100 MWs each and related facilities, structures, and improvements at Plant Vogtle (Vogtle 3 and 4 Agreement).
The Vogtle 3 and 4 Agreement is an arrangement whereby the Consortium supplies and constructs the entire facility with the exception of certain items provided by the Owners. Under the terms of the Vogtle 3 and 4 Agreement, the Owners will pay a purchase price that will be subject to certain price escalation and adjustments, adjustments for change orders, and performance bonuses. Each Owner is severally (and not jointly) liable for its proportionate share, based on its ownership interest, of all amounts owed to the Consortium under the Vogtle 3 and 4 Agreement. Georgia Power’s proportionate share, based on its current ownership interest, is 45.7%. Under the terms of a separate joint development agreement, the Owners finalized their ownership percentages on July 2, 2008, except for allowed changes, under certain limited circumstances, during the Georgia PSC certification process.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Georgia Power submitted its self-build nuclear proposal to the Georgia PSC on May 1, 2008 in connection with its 2016-2017 base load capacity request for proposals (RFP). No other responses to the RFP were received. On August 1, 2008, Georgia Power submitted an application for the Georgia PSC to certify the project. A final certification decision is expected in March 2009.
If certified by the Georgia PSC and licensed by the NRC, Vogtle Units 3 and 4 are scheduled to be placed in service in 2016 and 2017, respectively. The total plant value to be placed in service will also include financing costs for each of the Owners, the impacts of inflation on costs, and transmission and other costs that are the responsibility of the Owners. Georgia Power’s proportionate share of the estimated in-service costs, based on its current ownership interest, is approximately $6.4 billion, subject to adjustments and performance bonuses under the Vogtle 3 and 4 Agreement.
The Owners and the Consortium have agreed to certain liquidated damages upon the Consortium’s failure to comply with the schedule and performance guarantees. The Owners and the Consortium also have agreed to certain bonuses payable to the Consortium for early completion and unit performance. The Consortium’s liability to the Owners for schedule and performance liquidated damages and warranty claims is subject to a cap.
The obligations of Westinghouse and Stone & Webster under the Vogtle 3 and 4 Agreement are guaranteed by Toshiba Corporation and The Shaw Group, Inc., respectively. In the event of certain credit rating downgrades of any Owner, such Owner will be required to provide a letter of credit or other credit enhancement.
The Vogtle 3 and 4 Agreement is subject to certification by the Georgia PSC. In addition, the Owners may terminate the Vogtle 3 and 4 Agreement at any time for their convenience, provided that the Owners will be required to pay certain termination costs and, at certain stages of the work, cancellation fees to the Consortium. The Consortium may terminate the Vogtle 3 and 4 Agreement under certain circumstances, including delays in receipt of the COL or delivery of full notice to proceed, certain Owner suspension or delays of work, action by a governmental authority to permanently stop work, certain breaches of the Vogtle 3 and 4 Agreement by the Owners, Owner insolvency, and certain other events.
Other Matters
Southern Company is involved in various other matters being litigated, regulatory matters, and certain tax-related issues that could affect future earnings. In addition, Southern Company is subject to certain claims and legal actions arising in the ordinary course of business. Southern Company’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, common law nuisance, and citizen enforcement of environmental requirements such as opacity and air and water quality standards, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such pending or potential litigation against Southern Company and its subsidiaries cannot be predicted at this time; however, for current proceedings not specifically reported herein or in Note 3 to the financial statements of Southern Company in Item 8 of the Form 10-K, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on Southern Company’s financial statements.
See the Notes to the Condensed Financial Statements herein for discussion of various other contingencies, regulatory matters, and other matters being litigated which may affect future earnings potential.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
Southern Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements of Southern Company in Item 8 of the Form 10-K. In the application of these policies, certain estimates are made that may have a material impact on Southern Company’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. See MANAGEMENT’S DISCUSSION AND ANALYSIS – ACCOUNTING POLICIES – “Application of Critical Accounting Policies and Estimates” of Southern Company in Item 7 of the Form 10-K for a complete discussion of Southern Company’s critical accounting policies and estimates related to Electric Utility Regulation, Contingent Obligations, Unbilled Revenues, and Leveraged Leases.
New Accounting Standards
Business Combinations
In December 2007, the FASB issued FASB Statement No. 141 (revised 2007), “Business Combinations (SFAS No. 141R). SFAS No. 141R, when adopted, will significantly change the accounting for business combinations, specifically the accounting for contingent consideration, contingencies, acquisition costs, and restructuring costs. Southern Company plans to adopt SFAS No. 141R on January 1, 2009. It is likely that the adoption of SFAS No. 141R will have a significant impact on the accounting for any business combinations completed by Southern Company after January 1, 2009.
In December 2007, the FASB issued FASB Statement No. 160, “Non-controlling Interests in Consolidated Financial Statements” (SFAS No. 160). SFAS No. 160 amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements” to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary should be reported as equity in the consolidated financial statements and establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation. Southern Company plans to adopt SFAS No. 160 on January 1, 2009. Southern Company is currently assessing its impact, if any.
FINANCIAL CONDITION AND LIQUIDITY
Overview
Southern Company’s financial condition remained stable at June 30, 2008. Net cash provided from operating activities totaled $1.38 billion for the first six months of 2008 compared to $974 million for the first six months of 2007. The $404 million increase in net cash provided from operating activities in 2008 is primarily due to increased revenues as a result of retail rate increases at Alabama Power and Georgia Power, a reduction in the outflow of cash for accounts payable of $193 million, a positive change in cash flow of $125 million in accrued taxes primarily due to a difference between the periods in payments for federal taxes and property taxes, and a decrease in cash used for compensation earned of $66 million.
Net cash used for investing activities totaled $2.02 billion for the first six months 2008, compared to $1.68 billion in the same period of the prior year, an increase of $342 million, primarily due to property additions to utility plant. Net cash provided from financing activities totaled $640 million for the first six months of 2008 compared to $710 million for the corresponding period in 2007, a decrease of $70 million, primarily due to reduced issuances of new long-term debt and the redemption of preferred stock.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Significant balance sheet changes for the first six months of 2008 include an increase in total property, plant, and equipment of $1.24 billion and an increase in long-term debt, excluding amounts due within one year, of $1.44 billion used primarily for the repayment of short-term debt, construction expenditures, and general corporate purposes.
The market price of Southern Company’s common stock at June 30, 2008 was $34.92 per share (based on the closing price as reported on the New York Stock Exchange) and the book value was $16.58 per share, representing a market-to-book ratio of 211%, compared to $38.75, $16.23, and 239%, respectively, at the end of 2007. The dividend for the second quarter 2008 was $0.42 per share compared to $0.4025 per share in the second quarter 2007.
Capital Requirements and Contractual Obligations
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – “Capital Requirements and Contractual Obligations” of Southern Company in Item 7 of the Form 10-K for a description of Southern Company’s capital requirements for its construction program and other funding requirements associated with scheduled maturities of long-term debt, as well as the related interest, preferred and preference stock dividends, leases, trust funding requirements, other purchase commitments, unrecognized tax benefits and interest, and derivative obligations. Revised funding requirements associated with unrecognized tax benefits and interest for 2008 are $327 million and $139 million for years after 2008. Approximately $948 million will be required through June 30, 2009 for maturities of long-term debt. In addition, in connection with Georgia Power’s entering into the Vogtle 3 and 4 Agreement, as described under FUTURE EARNINGS POTENTIAL – “Construction Projects” herein, the revised estimated total construction program for Southern Company is $4.4 billion in 2008, $5.2 billion in 2009, and $4.8 billion in 2010. Actual construction costs may vary from these estimates because of changes in such factors as: business conditions; environmental statutes and regulations; nuclear plant regulation; FERC rules and regulations; load projections; the cost and efficiency of construction labor, equipment, and materials; and the cost of capital. In addition, there can be no assurance that costs related to capital expenditures will be fully recovered.
Sources of Capital
Southern Company intends to meet its future capital needs through internal cash flow and external security issuances. Equity capital can be provided from any combination of Southern Company’s stock plans, private placements, or public offerings. The amount and timing of additional equity capital to be raised in 2008, as well as in subsequent years, will be contingent on Southern Company’s investment opportunities. The traditional operating companies and Southern Power plan to obtain the funds required for construction and other purposes from sources similar to those used in the past, which were primarily from operating cash flows, security issuances, term loans, short-term borrowings, and equity contributions from Southern Company. However, the amount, type, and timing of any financings, if needed, will depend upon prevailing market conditions, regulatory approval, and other factors. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – “Sources of Capital” of Southern Company in Item 7 of the Form 10-K for additional information.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Southern Company’s current liabilities frequently exceed current assets because of the continued use of short-term debt as a funding source to meet cash needs as well as scheduled maturities of long-term debt. To meet short-term cash needs and contingencies, Southern Company has substantial cash flow from operating activities and access to capital markets, including commercial paper programs, to meet liquidity needs. At June 30, 2008, Southern Company and its subsidiaries had approximately $194 million of cash and cash equivalents and approximately $4.3 billion of unused credit arrangements with banks, of which $653 million expire in 2008, $438 million expire in 2009, and $3.2 billion expire in 2012. Approximately $79 million of the credit facilities expiring in 2008 and 2009 allow for the execution of term loans for an additional two-year period, and $594 million contain provisions allowing one-year term loans. Approximately $1.4 billion of the credit facilities are dedicated to providing liquidity support to the traditional operating companies’ variable rate pollution control bonds. See Note 6 to the financial statements of Southern Company under “Bank Credit Arrangements” in Item 8 of the Form 10-K for additional information. The traditional operating companies may also meet short-term cash needs through a Southern Company subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of each of the traditional operating companies. At June 30, 2008, the Southern Company system had outstanding commercial paper of $921 million and short-term bank notes of $195 million. Management believes that the need for working capital can be adequately met by utilizing commercial paper programs and lines of credit without maintaining large cash balances.
Off-Balance Sheet Financing Arrangements
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – “Off-Balance Sheet Financing Arrangements” of Southern Company in Item 7 and Note 7 to the financial statements of Southern Company under “Operating Leases” in Item 8 of the Form 10-K for information related to Mississippi Power’s lease of a combined cycle generating facility at Plant Daniel.
Credit Rating Risk
Southern Company does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain contracts that could require collateral, but not accelerated payment, in the event of a credit rating change to BBB and Baa2, or BBB- and/or Baa3 or below. These contracts are primarily for physical electricity purchases and sales and for construction of new generation. At June 30, 2008, the maximum potential collateral requirements at a BBB and Baa2 rating were approximately $9 million and at a BBB- or Baa3 rating were approximately $363 million. At June 30, 2008, the maximum potential collateral requirements at a rating below BBB- and/or Baa3 were approximately $1.5 billion. Generally, collateral may be provided by a Southern Company guaranty, letter of credit, or cash.
Southern Company’s operating subsidiaries are also party to certain agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade for Alabama Power and/or Georgia Power. These agreements are primarily for natural gas and power price risk management activities. At June 30, 2008, Southern Company’s total exposure to these types of agreements was approximately $68 million.
Market Price Risk
Southern Company’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2007 reporting period. In addition, Southern Company is not aware of any facts or circumstances that would significantly affect such exposures in the near term.
Due to cost-based rate regulation, the traditional operating companies have limited exposure to market volatility in interest rates, commodity fuel prices, and prices of electricity. In addition, Southern Power’s exposure to market volatility in commodity fuel prices and prices of electricity is limited because its long-term sales

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contracts shift substantially all fuel cost responsibility to the purchaser. To mitigate residual risks relative to movements in electricity prices, the traditional operating companies enter into physical fixed-price contracts for the purchase and sale of electricity through the wholesale electricity market and, to a lesser extent, into financial hedge contracts for natural gas purchases. The traditional operating companies have implemented fuel-hedging programs at the instruction of their respective state PSCs.
The changes in fair value of energy-related derivative contracts and valuations at June 30, 2008 were as follows:
                 
  Second Quarter Year-to-Date
  2008 2008
  Changes Changes
  Fair Value
    (in millions)
Contracts outstanding at the beginning of the period, assets (liabilities), net
  $ 162.1     $ 4.4  
Contracts realized or settled
    (57.0 )     (47.6 )
Current period changes(a)
    208.1       356.4  
 
Contracts outstanding at the end of the period, assets (liabilities), net
  $ 313.2     $ 313.2  
 
(a) Current period changes also include the changes in fair value of new contracts entered into during the period, if any.
Gains and losses on energy-related derivative contracts related to the traditional operating companies’ fuel hedging programs are initially recorded as regulatory liabilities and assets, respectively, and then are included in fuel expense as they are recovered through the fuel cost recovery clauses. In addition, gains and losses on energy-related derivatives used by Southern Power to hedge anticipated purchases and sales are initially deferred in other comprehensive income before being recognized in income in the same period as the hedged transaction. Gains and losses on energy-related derivative contracts that are not designated or fail to qualify as hedges are recognized in the statements of income as incurred.
The fair value gain/(loss) of energy-related derivative contracts outstanding at June 30, 2008 was reflected in the financial statements as follows:
         
  Amounts
    (in millions)
Regulatory liabilities, net
  $ 343.6  
Accumulated other comprehensive income
    (23.9 )
Net income
    (6.5 )
 
Total fair value gain/(loss)
  $ 313.2  
 
Unrealized pre-tax gains/(losses) recognized in income for the three months and six months ended June 30, 2008 for energy-related derivative contracts that are not hedges were $7.6 million and $(6.6) million, respectively. For the three months and six months ended June 30, 2007, the unrealized gains recognized in income were $1.7 million and $1.5 million, respectively.

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The maturities of the energy-related derivative contracts and the level of the fair value hierarchy in which they fall at June 30, 2008 are as follows:
                         
  June 30, 2008
Fair Value Measurements
    Total   Maturity
  Fair Value   Year 1   1-3 Years
    (in millions)
Level 1
  $     $     $  
Level 2
    313.2       224.5       88.7  
Level 3
                 
 
Fair value of contracts outstanding at end of period
  $ 313.2     $ 224.5     $ 88.7  
 
As part of the adoption of SFAS No. 157 to increase consistency and comparability in fair value measurements and related disclosures, the table above now uses the three-tier fair value hierarchy, as discussed in Note (C) to the Condensed Financial Statements herein, as opposed to the previously used descriptions “actively quoted,” “external sources,” and “models and other methods.” The three-tier fair value hierarchy focuses on the fair value of the contract itself, whereas the previous descriptions focused on the source of the inputs. Because Southern Company uses over-the-counter contracts that are not exchange traded but are fair valued using prices which are actively quoted, the valuations of those contracts now appear in Level 2; previously they were shown as “actively quoted.”
For additional information, see MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – “Market Price Risk” of Southern Company in Item 7 and Notes 1 and 6 to the financial statements of Southern Company under “Financial Instruments” in Item 8 of the Form 10-K and Note (F) to the Condensed Financial Statements herein.
Financing Activities
In the first six months of 2008, Southern Company’s subsidiaries issued $1.1 billion of senior notes, and Southern Company issued $235 million of common stock through the Southern Investment Plan and employee and director stock plans. In addition, Georgia Power, Gulf Power, and Mississippi Power entered into long-term bank loans of $300 million, $110 million, and $80 million, respectively. The proceeds were primarily used to repay short-term indebtedness and to fund ongoing construction projects. See Southern Company’s Condensed Consolidated Statements of Cash Flows herein for further details on financing activities during the first six months of 2008. Also during the first six months of 2008, interest rate hedges of $405 million notional amount were settled at a loss of $25.7 million related to the issuances. These losses were deferred in other comprehensive income and will be amortized to income over the original term of the hedges. See Note (F) to the Condensed Financial Statements herein for further details. Also during the first six months of 2008, Southern Company and its subsidiaries repaid at maturity $361.3 million of long-term debt and also redeemed $125 million of preferred stock.
Also in 2008, Southern Company’s subsidiaries converted their entire $1.2 billion of obligations related to auction rate tax-exempt securities from auction rate modes to other interest rate modes. Initially, approximately $696 million of the auction rate tax-exempt securities were converted to fixed interest rate modes and approximately $553 million were converted to daily floating rate modes. In June 2008, approximately $98 million of the daily floating rate securities were converted to fixed interest rate modes.
During the second quarter 2008, Southern Company and its subsidiaries did no additional hedging of interest rate risk.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Subsequent to June 30, 2008, Alabama Power incurred obligations related to the issuance of $120 million pollution control revenue bonds for Alabama Power’s Barry Plant Project.
In addition to any financings that may be necessary to meet capital requirements and contractual obligations, Southern Company and its subsidiaries plan to continue, when economically feasible, a program to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit.

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PART I
Item 3. Quantitative And Qualitative Disclosures About Market Risk.
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – “Market Price Risk” herein for each registrant and Notes 1 and 6 to the financial statements of Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Southern Power under “Financial Instruments” in Item 8 of the Form 10-K. Also, see Note (F) to the Condensed Financial Statements herein for information relating to derivative instruments.
Item 4. Controls and Procedures.
     (a) Evaluation of disclosure controls and procedures.
As of the end of the period covered by this quarterly report, Southern Company conducted an evaluation under the supervision and with the participation of Southern Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based upon this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures are effective in alerting them in a timely manner to material information relating to Southern Company (including its consolidated subsidiaries) required to be included in periodic filings with the SEC.
     (b) Changes in internal controls.
There have been no changes in Southern Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the second quarter of 2008 that have materially affected or are reasonably likely to materially affect Southern Company’s internal control over financial reporting.
Item 4T. Controls and Procedures.
     (a) Evaluation of disclosure controls and procedures.
As of the end of the period covered by this quarterly report, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Southern Power conducted separate evaluations under the supervision and with the participation of each company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based upon these evaluations, the Chief Executive Officer and the Chief Financial Officer, in each case, concluded that the disclosure controls and procedures are effective in alerting them in a timely manner to material information relating to their company (including its consolidated subsidiaries, if any) required to be included in periodic filings with the SEC.
     (b) Changes in internal controls.
There have been no changes in Alabama Power’s, Georgia Power’s, Gulf Power’s, Mississippi Power’s, or Southern Power’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the second quarter of 2008 that have materially affected or are reasonably likely to materially affect Alabama Power’s, Georgia Power’s, Gulf Power’s, Mississippi Power’s, or Southern Power’s internal control over financial reporting.

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ALABAMA POWER COMPANY

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ALABAMA POWER COMPANY
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2008     2007     2008     2007  
    (in thousands)     (in thousands)  
Operating Revenues:
                               
Retail revenues
  $ 1,147,786     $ 1,093,970     $ 2,182,040     $ 2,049,743  
Wholesale revenues —
                               
Non-affiliates
    169,971       156,061       340,011       311,183  
Affiliates
    96,421       39,032       180,113       81,226  
Other revenues
    55,635       47,029       104,328       91,142  
 
                       
Total operating revenues
    1,469,813       1,336,092       2,806,492       2,533,294  
 
                       
Operating Expenses:
                               
Fuel
    523,348       460,909       976,497       846,981  
Purchased power —
                               
Non-affiliates
    38,450       18,070       49,669       22,708  
Affiliates
    75,789       76,493       164,496       149,207  
Other operations
    198,012       183,741       382,562       355,144  
Maintenance
    108,531       97,092       233,531       215,854  
Depreciation and amortization
    130,630       117,168       255,267       233,111  
Taxes other than income taxes
    75,614       71,531       151,385       144,249  
 
                       
Total operating expenses
    1,150,374       1,025,004       2,213,407       1,967,254  
 
                       
Operating Income
    319,439       311,088       593,085       566,040  
Other Income and (Expense):
                               
Allowance for equity funds used during construction
    9,235       8,376       20,539       14,962  
Interest income
    4,258       3,613       8,900       8,007  
Interest expense, net of amounts capitalized
    (69,646 )     (69,576 )     (138,621 )     (136,766 )
Other income (expense), net
    (6,707 )     (3,966 )     (13,930 )     (6,890 )
 
                       
Total other income and (expense)
    (62,860 )     (61,553 )     (123,112 )     (120,687 )
 
                       
Earnings Before Income Taxes
    256,579       249,535       469,973       445,353  
Income taxes
    93,798       94,182       167,226       166,884  
 
                       
Net Income
    162,781       155,353       302,747       278,469  
Dividends on Preferred and Preference Stock
    9,866       8,181       19,732       16,363  
 
                       
Net Income After Dividends on Preferred and Preference Stock
  $ 152,915     $ 147,172     $ 283,015     $ 262,106  
 
                       
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2008     2007     2008     2007  
    (in thousands)     (in thousands)  
Net Income After Dividends on Preferred and Preference Stock
  $ 152,915     $ 147,172     $ 283,015     $ 262,106  
Other comprehensive income (loss):
                               
Qualifying hedges:
                               
Changes in fair value, net of tax of $1,172, $1,290, $(1,039), and $1,188, respectively
    1,927       2,121       (1,710 )     1,953  
Reclassification adjustment for amounts included in net income, net of tax of $443, $73, $628, and $132, respectively
    728       122       1,033       218  
 
                       
Total other comprehensive income (loss)
    2,655       2,243       (677 )     2,171  
 
                       
COMPREHENSIVE INCOME
  $ 155,570     $ 149,415     $ 282,338     $ 264,277  
 
                       
The accompanying notes as they relate to Alabama Power are an integral part of these condensed financial statements.

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ALABAMA POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    For the Six Months  
    Ended June 30,  
    2008     2007  
    (in thousands)  
Operating Activities:
               
Net income
  $ 302,747     $ 278,469  
Adjustments to reconcile net income to net cash provided from operating activities —
               
Depreciation and amortization
    297,792       271,770  
Deferred income taxes and investment tax credits, net
    20,648       30,076  
Allowance for equity funds used during construction
    (20,539 )     (14,962 )
Pension, postretirement, and other employee benefits
    (12,958 )     (6,895 )
Stock option expense
    2,520       4,152  
Tax benefit of stock options
    460       968  
Other, net
    14,499       (3,407 )
Changes in certain current assets and liabilities —
               
Receivables
    34,056       (74,311 )
Fossil fuel stock
    (21,879 )     (22,418 )
Materials and supplies
    (6,887 )     (13,846 )
Other current assets
    (42,632 )     (19,117 )
Accounts payable
    (68,407 )     (72,137 )
Accrued taxes
    64,490       38,526  
Accrued compensation
    (47,094 )     (46,154 )
Other current liabilities
    26,481       10,473  
 
           
Net cash provided from operating activities
    543,297       361,187  
 
           
Investing Activities:
               
Property additions
    (714,878 )     (555,333 )
Investment in restricted cash from pollution control bonds
    (161 )     (96,049 )
Distribution of restricted cash from pollution control bonds
    19,687        
Nuclear decommissioning trust fund purchases
    (180,522 )     (138,263 )
Nuclear decommissioning trust fund sales
    180,522       138,263  
Cost of removal, net of salvage
    (18,157 )     (21,986 )
Other
    (11,489 )     (192 )
 
           
Net cash used for investing activities
    (724,998 )     (673,560 )
 
           
Financing Activities:
               
Increase (decrease) in notes payable, net
    24,980       (92,703 )
Proceeds —
               
Senior notes
    600,000       450,000  
Common stock issued to parent
    150,000       140,000  
Capital contributions
    12,178        
Gross excess tax benefit of stock options
    858       2,160  
Pollution control bonds
          246,500  
Redemptions —
               
Senior notes
    (250,000 )     (168,500 )
Preferred stock
    (125,000 )      
Payment of preferred and preference stock dividends
    (21,142 )     (14,698 )
Payment of common stock dividends
    (245,650 )     (232,500 )
Other
    (5,523 )     (11,843 )
 
           
Net cash provided from financing activities
    140,701       318,416  
 
           
Net Change in Cash and Cash Equivalents
    (41,000 )     6,043  
Cash and Cash Equivalents at Beginning of Period
    73,616       15,539  
 
           
Cash and Cash Equivalents at End of Period
  $ 32,616     $ 21,582  
 
           
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest (net of $9,322 and $7,590 capitalized for 2008 and 2007, respectively)
  $ 126,502     $ 115,898  
Income taxes (net of refunds)
  $ 124,050     $ 135,066  
The accompanying notes as they relate to Alabama Power are an integral part of these condensed financial statements.

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ALABAMA POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Assets   2008     2007  
    (in thousands)  
Current Assets:
               
Cash and cash equivalents
  $ 32,616     $ 73,616  
Restricted cash
    206       19,732  
Receivables —
               
Customer accounts receivable
    391,505       357,355  
Unbilled revenues
    127,604       95,278  
Under recovered regulatory clause revenues
    15,210       232,226  
Other accounts and notes receivable
    40,567       42,745  
Affiliated companies
    58,851       61,250  
Accumulated provision for uncollectible accounts
    (8,637 )     (7,988 )
Fossil fuel stock, at average cost
    208,003       182,963  
Materials and supplies, at average cost
    294,539       287,994  
Vacation pay
    50,499       50,266  
Assets from risk management activities
    78,985       2,790  
Prepaid expenses
    163,672       72,952  
Other
    3,712       16,820  
 
           
Total current assets
    1,457,332       1,487,999  
 
           
Property, Plant, and Equipment:
               
In service
    17,357,396       16,669,142  
Less accumulated provision for depreciation
    6,113,163       5,950,373  
 
           
 
    11,244,233       10,718,769  
Nuclear fuel, at amortized cost
    202,831       137,146  
Construction work in progress
    734,741       928,182  
 
           
Total property, plant, and equipment
    12,181,805       11,784,097  
 
           
Other Property and Investments:
               
Equity investments in unconsolidated subsidiaries
    52,089       48,664  
Nuclear decommissioning trusts, at fair value
    504,336       542,846  
Other
    31,801       31,146  
 
           
Total other property and investments
    588,226       622,656  
 
           
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    355,410       347,193  
Prepaid pension costs
    1,022,953       989,085  
Deferred under recovered regulatory clause revenues
    205,347       81,650  
Other regulatory assets
    219,079       224,792  
Other
    234,105       209,153  
 
           
Total deferred charges and other assets
    2,036,894       1,851,873  
 
           
Total Assets
  $ 16,264,257     $ 15,746,625  
 
           
The accompanying notes as they relate to Alabama Power are an integral part of these condensed financial statements.

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ALABAMA POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Liabilities and Stockholder’s Equity   2008     2007  
    (in thousands)  
Current Liabilities:
               
Securities due within one year
  $ 160,156     $ 535,152  
Notes payable
    24,980        
Accounts payable —
               
Affiliated
    236,691       193,518  
Other
    207,244       308,177  
Customer deposits
    72,393       67,722  
Accrued taxes —
               
Income taxes
    2,740       45,958  
Other
    71,623       29,198  
Accrued interest
    57,934       55,263  
Accrued vacation pay
    42,138       42,138  
Accrued compensation
    47,078       92,385  
Other regulatory liabilities
    97,676       2,269  
Other
    58,135       53,062  
 
           
Total current liabilities
    1,078,788       1,424,842  
 
           
Long-term Debt
    5,351,090       4,750,196  
 
           
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    2,184,220       2,065,264  
Deferred credits related to income taxes
    91,869       93,709  
Accumulated deferred investment tax credits
    176,600       180,578  
Employee benefit obligations
    357,051       349,974  
Asset retirement obligations
    447,280       505,794  
Other cost of removal obligations
    622,866       613,616  
Other regulatory liabilities
    629,172       637,040  
Other
    28,601       31,417  
 
           
Total deferred credits and other liabilities
    4,537,659       4,477,392  
 
           
Total Liabilities
    10,967,537       10,652,430  
 
           
Preferred and Preference Stock
    685,127       683,512  
 
           
Common Stockholder’s Equity:
               
Common stock, par value $40 per share —
               
Authorized - 40,000,000 shares
               
Outstanding - June 30, 2008: 21,725,000 shares
    869,000       719,000  
- December 31, 2007: 17,975,000 shares
               
Paid-in capital
    2,081,189       2,065,298  
Retained earnings
    1,666,528       1,630,832  
Accumulated other comprehensive loss
    (5,124 )     (4,447 )
 
           
Total common stockholder’s equity
    4,611,593       4,410,683  
 
           
Total Liabilities and Stockholder’s Equity
  $ 16,264,257     $ 15,746,625  
 
           
The accompanying notes as they relate to Alabama Power are an integral part of these condensed financial statements.

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SECOND QUARTER 2008 vs. SECOND QUARTER 2007
AND
YEAR-TO-DATE 2008 vs. YEAR-TO-DATE 2007
OVERVIEW
Alabama Power operates as a vertically integrated utility providing electricity to retail customers within its traditional service area located within the State of Alabama and to wholesale customers in the Southeast. Many factors affect the opportunities, challenges, and risks of Alabama Power’s primary business of selling electricity. These factors include the ability to maintain a stable regulatory environment, to achieve energy sales growth, and to effectively manage and secure timely recovery of rising costs. These costs include those related to growing demand, increasingly stringent environmental standards, fuel costs, capital expenditures, and restoration following major storms. Appropriately balancing the need to recover these increasing costs with customer prices will continue to challenge Alabama Power for the foreseeable future.
Alabama Power continues to focus on several key performance indicators. These indicators include customer satisfaction, plant availability, system reliability, and net income after dividends on preferred and preference stock. For additional information on these indicators, see MANAGEMENT’S DISCUSSION AND ANALYSIS – OVERVIEW – “Key Performance Indicators” of Alabama Power in Item 7 of the Form 10-K.
RESULTS OF OPERATIONS
Net Income
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$5.7   3.9   $20.9   8.0
 
Alabama Power’s net income after dividends on preferred and preference stock for the second quarter 2008 was $152.9 million compared to $147.2 million for the corresponding period in 2007. Alabama Power’s net income after dividends on preferred and preference stock for year-to-date 2008 was $283.0 million compared to $262.1 million for the corresponding period in 2007. These increases in earnings for the second quarter and year-to-date 2008 were primarily due to retail base rate increases resulting from an increase in rates under Rate RSE and Rate CNP for environmental costs (Rate CNP Environmental) in January 2008, as well as customer and demand growth. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “PSC Matters – Retail Rate Adjustments” of Alabama Power in Item 7 and Note 3 to the financial statements of Alabama Power under “Retail Regulatory Matters” in Item 8 of the Form 10-K for additional information on Alabama Power’s rates. These increases in revenues were partially offset by increases in operations and maintenance expenses related to steam power associated with environmental mandates and scheduled outages, routine nuclear operation expenses, and depreciation and amortization expense resulting from additional plant in service.

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Retail Revenues
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$53.8   4.9   $132.3   6.5
 
In the second quarter 2008, retail revenues were $1.15 billion compared to $1.09 billion for the same period in 2007. For year-to-date 2008, retail revenues were $2.18 billion compared to $2.05 billion for the same period in 2007.
Details of the change to retail revenues are as follows:
                                 
    Second Quarter   Year-to-Date
    2008   2008
 
 
  (in millions)   (% change)   (in millions)   (% change)
Retail – prior year
  $ 1,094.0             $ 2,049.7          
Estimated change in —
                               
Rates and pricing
    62.9       5.7       111.4       5.5  
Sales growth
    9.8       0.9       29.3       1.4  
Weather
    (14.0 )     (1.3 )     (21.5 )     (1.0 )
Fuel and other cost recovery
    (4.9 )     (0.4 )     13.1       0.6  
 
Retail – current year
  $ 1,147.8       4.9 %   $ 2,182.0       6.5 %
 
Revenues associated with changes in rates and pricing increased in the second quarter and year-to-date 2008 when compared to the same periods in 2007 primarily due to the Rate RSE and Rate CNP Environmental increases effective in January 2008. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “PSC Matters – Retail Rate Adjustments” of Alabama Power in Item 7 and Note 3 to the financial statements of Alabama Power under “Retail Regulatory Matters” in Item 8 of the Form 10-K for additional information.
Revenues attributable to sales growth increased in the second quarter 2008 when compared to the same period in 2007. Weather-adjusted commercial KWH energy sales increased 2.1% due to continued customer and demand growth. Weather-adjusted residential KWH energy sales increased 0.8% due to continued customer growth. Industrial KWH energy sales decreased 0.6% due to a decline in sales demand in the chemical and textile sectors, partially offset by an increase in the primary metals sector. For year-to-date 2008, revenues attributable to sales growth increased when compared to the same period in 2007, primarily due to increases in weather-adjusted residential and commercial KWH energy sales of 3.1% and 1.9%, respectively, related to customer and demand growth. In addition, industrial KWH energy sales increased by 1.2%, primarily as a result of increased sales demand in the primary metals sector, partially offset by a decrease in the chemical and textile sectors.
Revenues resulting from changes in weather decreased due to less favorable weather conditions in the second quarter 2008 compared to the second quarter 2007, which resulted in decreased KWH energy sales to residential and commercial customers of 4.9% and 1.4%, respectively. For year-to-date 2008, revenues resulting from changes in weather decreased due to less favorable weather conditions compared to the same period in 2007, which resulted in decreased KWH energy sales to residential and commercial customers of 3.6% and 1.2%, respectively.

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Fuel and other cost recovery revenues decreased in the second quarter 2008 when compared to the same period in 2007 due to the reduction in the Rate NDR customer billing rate, as a result of the full recovery of the 2005 storm costs related to Hurricanes Dennis and Katrina, and costs associated with PPAs certificated by the Alabama PSC, partially offset by increases in fuel costs and purchased power costs. For year-to-date 2008, fuel and other cost recovery revenues increased when compared to the same period in 2007 due to increases in fuel costs and purchased power costs. These costs were offset by a reduction in the Rate NDR customer billing rate due to the full recovery of the 2005 storm costs related to Hurricanes Dennis and Katrina. Electric rates include provisions to recognize the full recovery of fuel costs, purchased power costs, PPAs certificated by the Alabama PSC, and costs associated with the natural disaster reserve. Under these provisions, fuel and other cost recovery revenues generally equal fuel and other cost recovery expenses and do not impact net income.
Wholesale Revenues – Non-Affiliates
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$13.9   8.9   $28.8   9.3
 
Wholesale revenues from non-affiliates will vary depending on the market cost of available energy compared to the cost of Alabama Power and Southern Company system-owned generation, demand for energy within the Southern Company service territory, and availability of Southern Company system generation.
In the second quarter 2008, wholesale revenues from non-affiliates were $170.0 million compared to $156.1 million for the same period in 2007. This increase was primarily due to a 13.4% increase in price related to fuel, partially offset by a 3.9% decrease in KWH sales.
For year-to-date 2008, wholesale revenues from non-affiliates were $340.0 million compared to $311.2 million for the same period in 2007. This increase was primarily due to a 15.7% increase in price related to fuel, partially offset by a 5.5% decrease in KWH sales.
Wholesale Revenues – Affiliates
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$57.4   147.0   $98.9   121.7
 
Wholesale revenues from affiliates will vary depending on demand and the availability and cost of generating resources at each company within the Southern Company system. These affiliate sales are made in accordance with the IIC, as approved by the FERC. These transactions do not have a significant impact on earnings since the energy is generally sold at marginal cost.
In the second quarter 2008, wholesale revenues from affiliates were $96.4 million compared to $39.0 million for the same period in 2007. This increase was primarily due to a 59.2% increase in KWH sales and a 55.2% increase in price related to fuel.
For year-to-date 2008, wholesale revenues from affiliates were $180.1 million compared to $81.2 million for the same period in 2007. This increase was primarily due to a 54.9% increase in price related to fuel and a 43.1% increase in KWH sales.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Other Revenues
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$8.6   18.3   $13.2   14.5
 
In the second quarter 2008, other revenues were $55.6 million compared to $47.0 million in the same period in 2007. This increase was primarily due to an increase of $6.1 million in revenues from gas-fueled co-generation steam facilities resulting from higher gas prices and a $2.5 million increase in revenues from the settlement of transmission service agreements with Calpine Corporation.
For year-to-date 2008, other revenues were $104.3 million compared to $91.1 million for the same period in 2007. This increase was primarily due to an increase of $9.2 million in revenues from gas-fueled co-generation steam facilities resulting from higher gas prices and a $2.5 million increase in revenues from the settlement of transmission service agreements with Calpine Corporation.
Co-generation steam fuel revenues do not have a significant impact on earnings since they are generally offset by fuel expense.
Fuel and Purchased Power Expenses
                                 
    Second Quarter 2008     Year-to-Date 2008  
    vs.     vs.  
    Second Quarter 2007     Year-to-Date 2007  
 
 
  (change in millions)   (% change)   (change in millions)   (% change)
Fuel
  $ 62.4       13.5     $ 129.5       15.3  
Purchase power – non-affiliates
    20.4       112.8       27.0       118.7  
Purchased power – affiliates
    (0.7 )     (0.9 )     15.3       10.2  
                       
Total fuel and purchased power expenses
  $ 82.1             $ 171.8          
                       
In the second quarter 2008, total fuel and purchased power expenses were $637.6 million compared to $555.5 million in the same period in 2007. This increase was primarily due to a $99.1 million increase in the cost of energy resulting from an increase in the average cost of fuel, partially offset by a $17.0 million decrease related to fewer KWHs purchased.
For year-to-date 2008, total fuel and purchased power expenses were $1.19 billion compared to $1.02 billion in the same period in 2007. This increase was primarily due to a $170.5 million increase in the cost of energy resulting from an increase in the average cost of fuel, while the KWHs purchased remained relatively flat.
Fuel and purchased power transactions do not have a significant impact on earnings since energy expenses are generally offset by energy revenues through Rate ECR.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Details of Alabama Power’s cost of generation and purchased power are as follows:
                                                 
    Second Quarter   Second Quarter   Percent   Year-to-Date   Year-to-Date   Percent
Average Cost   2008   2007   Change   2008   2007   Change
 
    (cents per net KWH)           (cents per net KWH)        
Fuel
    2.72       2.41       12.9       2.66       2.36       12.7  
Purchased power
    8.61       6.14       40.2       6.97       5.36       30.0  
 
In the second quarter 2008, fuel expense was $523.3 million compared to $460.9 million for the same period in 2007. The increase was due to a 12.9% increase in the average cost of fuel per KWH generated, primarily due to an increase in fuel commodity prices resulting from demand and increased transportation costs. The average cost of coal per KWH generated increased 20.9% primarily as a result of increases in commodity and transportation costs. The average cost of oil and natural gas per KWH generated increased 29.6% primarily as a result of increases in commodity prices.
For year-to-date 2008, fuel expense was $976.4 million compared to $846.9 million for the same period in 2007. The increase was due to a 12.7% increase in the average cost of fuel per KWH generated. The average cost of coal per KWH generated increased 18.0% primarily as a result of increases in commodity and transportation costs. The average cost of oil and natural gas per KWH generated increased 14.0% primarily as a result of increases in commodity prices.
See FUTURE EARNINGS POTENTIAL – “FERC and Alabama PSC Matters – Retail Fuel Cost Recovery” herein for additional information.
Non-Affiliates
In the second quarter 2008, purchased power from non-affiliates was $38.5 million compared to $18.1 million for the same period in 2007. This increase was primarily related to a 68.4% volume increase in the KWHs purchased from available lower priced market energy alternatives and a 17.6% increase in price.
For year-to-date 2008, purchased power from non-affiliates was $49.7 million compared to $22.7 million for the same period in 2007. This increase was primarily related to a 50.7% volume increase in the KWHs purchased from available lower priced market energy alternatives and a 39.5% increase in price.
Energy purchases from non-affiliates will vary depending on the market cost of available energy compared to the cost of Southern Company system-generated energy, demand for energy within the Southern Company system service territory, and availability of Southern Company system generation.
Affiliates
The second quarter 2008 variance in purchased power from affiliates when compared to the same period in 2007 was not material.
For year-to-date 2008, purchased power from affiliates was $164.5 million compared to $149.2 million for the same period in 2007. This increase was primarily related to a 26.4% increase in price, partially offset by an 11.3% decrease in the amount of energy purchased.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Energy purchases from affiliates will vary depending on demand and the availability and cost of generating resources at each company within the Southern Company system. These purchases are made in accordance with the IIC, as approved by the FERC.
Other Operations and Maintenance Expenses
                                 
    Second Quarter 2008     Year-to-Date 2008  
    vs.     vs.  
    Second Quarter 2007     Year-to-Date 2007  
 
 
  (change in millions)   (% change)   (change in millions)   (% change)
Other operations
  $ 14.3       7.8     $ 27.4       7.7  
Maintenance
    11.4       11.8       17.7       8.2  
                       
Total other operations and maintenance
  $ 25.7             $ 45.1          
                       
In the second quarter 2008, other operations and maintenance expenses were $306.5 million compared to $280.8 million for the corresponding period in 2007. This increase was primarily a result of an $11.9 million increase in steam power expense associated with compliance with environmental mandates, scheduled outages, and maintenance cost related to increases in contract labor and materials, as well as a $5.3 million increase in nuclear production expense related to routine operations. Also contributing to the increase was a $4.3 million increase in administrative and general expenses primarily related to an increase in affiliated service company expenses, as well as a $2.5 million increase related to uncollectible accounts and customer service expense.
For-year-to-date 2008, other operations and maintenance expenses were $616.1 million compared to $571.0 million for the corresponding period in 2007. This increase was primarily a result of a $23.0 million increase in steam power expense associated with compliance with environmental mandates, scheduled outages, and maintenance cost related to increases in contract labor and materials, as well as a $10.0 million increase in nuclear production expense related to routine operations. Also contributing to the increase was a $7.2 million increase in administrative and general expenses primarily related to increases in affiliated service company expenses and employee group insurance, as well as a $4.2 million increase in customer service expense.
Depreciation and Amortization
                         
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$13.4
  11.5   $22.2   9.5
 
In the second quarter 2008, depreciation and amortization was $130.6 million compared to $117.2 million for the same period in 2007. For year-to-date 2008, depreciation and amortization was $255.3 million compared to $233.1 million for the same period in 2007. These increases were the result of an increase in plant in service due to environmental mandates.
Taxes Other Than Income Taxes
                         
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$4.1
  5.7   $7.2   4.9
 
In the second quarter 2008, taxes other than income taxes were $75.6 million compared to $71.5 million in the same period in 2007. For year-to-date 2008, taxes other than income taxes were $151.4 million compared to

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$144.2 million for the same period in 2007. These increases were primarily due to increases in state and municipal public utility license taxes, which are directly related to increased retail revenues.
Allowance for Equity Funds Used During Construction
                         
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$0.9
  10.3   $5.5   37.3
 
The second quarter 2008 variance in allowance for equity funds used during construction when compared to the same period in 2007 was not material. For year-to-date 2008, allowance for equity funds used during construction was $20.5 million compared to $15.0 million for the same period in 2007. This increase was primarily due to increases in the amount of construction work in progress at generating facilities related to environmental mandates, as well as transmission and distribution projects when compared to the same period in 2007.
Other Income (Expense), Net
                         
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$(2.7)
  (69.1)   $(7.0)   (102.2)
 
In the second quarter 2008, other income (expense), net was $(6.7) million compared to $(4.0) million for the same period in 2007. This decrease to other income was primarily due to a $1.4 million decrease in merchandise operating income and a $1.4 million increase in miscellaneous non-regulatory expenses.
For year-to-date 2008, other income (expense), net was $(13.9) million compared to $(6.9) million for the same period in 2007. This decrease to other income was primarily due to a $3.4 million decrease in merchandise operating income and a $2.4 million increase in miscellaneous non-regulatory expenses.
FUTURE EARNINGS POTENTIAL
The results of operations discussed above are not necessarily indicative of Alabama Power’s future earnings potential. The level of Alabama Power’s future earnings depends on numerous factors that affect the opportunities, challenges, and risks of Alabama Power’s primary business of selling electricity. These factors include Alabama Power’s ability to maintain a stable regulatory environment that continues to allow for the recovery of all prudently incurred costs during a time of increasing costs. Future earnings in the near term will depend, in part, upon growth in energy sales, which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in Alabama Power’s service area. For additional information relating to these issues, see RISK FACTORS in Item 1A and MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL of Alabama Power in Item 7 of the Form 10-K.
Environmental Matters
Compliance costs related to the Clean Air Act and other environmental statutes and regulations could affect earnings if such costs cannot continue to be fully recovered in rates on a timely basis. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters” of

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Alabama Power in Item 7 and Note 3 to the financial statements of Alabama Power under “Environmental Matters” in Item 8 of the Form 10-K for additional information.
New Source Review Actions
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters – New Source Review Actions” of Alabama Power in Item 7 and Note 3 to the financial statements of Alabama Power under “Environmental Matters – New Source Review Actions” in Item 8 of the Form 10-K for additional information regarding a civil action brought by the EPA alleging that Alabama Power had violated the NSR provisions of the Clean Air Act and related state laws with respect to certain of its coal-fired generating facilities. On July 24, 2008, the U.S. District Court for the Northern District of Alabama granted partial summary judgment in favor of Alabama Power regarding the proper legal test for determining whether projects are routine maintenance, repair, and replacement and therefore are excluded from NSR permitting. The decision does not resolve the case, the ultimate outcome of which cannot be determined at this time.
Clean Air Interstate Rule
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters – Environmental Statutes and Regulations – Air Quality” of Alabama Power in Item 7 of the Form 10-K for background regarding the Clean Air Interstate Rule (CAIR). On July 11, 2008, in response to petitions brought by certain states and regulated industries challenging particular aspects of CAIR, the U.S. Court of Appeals for the District of Columbia Circuit issued a decision vacating CAIR in its entirety and remanding it to the EPA for further action consistent with its opinion. Alabama Power’s overall environmental compliance strategy has been developed in response to numerous federal and state regulatory requirements, many of which remain unaffected by the court’s ruling; however, the court’s decision has the potential to impact future decision making regarding capital expenditures, the installation and operation of pollution control equipment, and the purchase, use, and associated carrying values of emissions allowances. The ultimate impact of the court’s decision cannot be determined at this time and may depend on subsequent legal action, including issuance of the court’s mandate, and future rulemaking and regulatory treatment.
Eight-Hour Ozone Regulations
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters – Environmental Statutes and Regulations – Air Quality” of Alabama Power in Item 7 of the Form 10-K for additional information regarding revisions to the eight-hour ozone air quality standard. In March 2008, the EPA finalized its revisions to the eight-hour ozone standard, increasing its stringency. The EPA plans to designate nonattainment areas based on the new standard by 2010, and new nonattainment areas within Alabama Power’s service territory are expected. The ultimate outcome of this matter cannot be determined at this time and will depend on subsequent legal action and/or future nonattainment designations and regulatory plans.
Carbon Dioxide Litigation
On February 26, 2008, the Native Village of Kivalina and the City of Kivalina filed a suit in the U.S. District Court for the Northern District of California against several electric utilities (including Southern Company), several oil companies, and a coal company. The plaintiffs are the governing bodies of an Inupiat village in Alaska. The plaintiffs contend that the village is being destroyed by erosion allegedly caused by global

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
warming that the plaintiffs attribute to emissions of greenhouse gases by the defendants. The plaintiffs assert claims for public and private nuisance and contend that the defendants have acted in concert and are therefore jointly and severally liable for the plaintiffs’ damages. The suit seeks damages for lost property values and for the cost of relocating the village, which cost is alleged to be $95 million to $400 million. On June 30, 2008, all defendants filed motions to dismiss this case. Southern Company believes that these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. The ultimate outcome of this matter cannot be determined at this time.
FERC and Alabama PSC Matters
Retail Fuel Cost Recovery
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “PSC Matters – Retail Fuel Cost Recovery” of Alabama Power in Item 7 and Note 3 to the financial statements of Alabama Power under “Retail Regulatory Matters – Fuel Cost Recovery” in Item 8 of the Form 10-K for information regarding Alabama Power’s fuel cost recovery. Alabama Power’s under recovered fuel costs as of June 30, 2008 totaled $205.3 million as compared to $279.8 million at December 31, 2007. Alabama Power classified all $205.3 million of the under recovered regulatory clause revenues as deferred charges and other assets in the Condensed Balance Sheets as of June 30, 2008. This classification is based on an estimate which includes such factors as weather, generation availability, energy demand, and the price of energy. A change in any of these factors could have a material impact on the timing of the recovery of the under recovered fuel costs.
Natural Disaster Cost Recovery
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “PSC Matters – Natural Disaster Cost Recovery” of Alabama Power in Item 7 and Note 3 to the financial statements of Alabama Power under “Retail Regulatory Matters – Natural Disaster Cost Recovery” in Item 8 of the Form 10-K for information regarding natural disaster cost recovery. At June 30, 2008, Alabama Power had accumulated a balance of $30.7 million in the target reserve for future storms, which is included in the Condensed Balance Sheets herein under “Other Regulatory Liabilities.”
Income Tax Matters
Bonus Depreciation
On February 13, 2008, President Bush signed the Economic Stimulus Act of 2008 (Stimulus Act) into law. The Stimulus Act includes a provision that allows 50% bonus depreciation for certain property acquired in 2008 and placed in service in 2008 or, in certain limited cases, 2009. The State of Alabama income tax law does not allow the bonus depreciation deduction allowed by the Stimulus Act for state income tax purposes. Alabama Power is currently assessing the financial implications of the Stimulus Act and estimates the cash flow reduction to tax payments for 2008 to be between $55 million and $100 million.
Other Matters
Alabama Power is involved in various other matters being litigated and regulatory matters that could affect future earnings. In addition, Alabama Power is subject to certain claims and legal actions arising in the ordinary course of business. Alabama Power’s business activities are subject to extensive governmental

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, common law nuisance, and citizen enforcement of environmental requirements such as opacity and air and water quality standards, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such pending or potential litigation against Alabama Power cannot be predicted at this time; however, for current proceedings not specifically reported herein or in Note 3 to the financial statements of Alabama Power in Item 8 of the Form 10-K, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on Alabama Power’s financial statements.
See the Notes to the Condensed Financial Statements herein for discussion of various other contingencies, regulatory matters, and other matters being litigated which may affect future earnings potential.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
Alabama Power prepares its financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements of Alabama Power in Item 8 of the Form 10-K. In the application of these policies, certain estimates are made that may have a material impact on Alabama Power’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. See MANAGEMENT’S DISCUSSION AND ANALYSIS – ACCOUNTING POLICIES – “Application of Critical Accounting Policies and Estimates” of Alabama Power in Item 7 of the Form 10-K for a complete discussion of Alabama Power’s critical accounting policies and estimates related to Electric Utility Regulation, Contingent Obligations, and Unbilled Revenues.
FINANCIAL CONDITION AND LIQUIDITY
Overview
Alabama Power’s financial condition remained stable at June 30, 2008. Net cash provided from operating activities totaled $543.3 million for the first six months of 2008, compared to $361.2 million for the corresponding period in 2007. The $182.1 million increase in cash provided from operating activities in the first six months of 2008 is primarily due to an increase in net income, as previously discussed, as well as an increase in depreciation and amortization, an increase in accrued tax liability, and a decrease in receivables from under recovered regulatory clauses. Net cash used for investing activities totaled $725.0 million primarily due to gross property additions to utility plant of $714.9 million in the first six months of 2008. These additions were primarily related to construction of transmission and distribution facilities, replacement of steam generation equipment, purchases of nuclear fuel, and environmental mandates. Net cash provided from financing activities totaled $140.7 million for the first six months of 2008, compared to $318.4 million for the corresponding period in 2007. The $177.7 million decrease is primarily due to greater cash outflows relating to redemptions of senior notes and preferred stock and decreased cash inflows from the issuance of long-term debt as compared to the first six months of 2007, partially offset by an increase in notes payable.
Significant balance sheet changes for the first six months of 2008 include an increase of $688.3 million in gross plant primarily due to an increase in environmental-related equipment and an increase of $600.9 million in long-term debt.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Capital Requirements and Contractual Obligations
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – “Capital Requirements and Contractual Obligations” of Alabama Power in Item 7 of the Form 10-K for a description of Alabama Power’s capital requirements for its construction program, scheduled maturities of long-term debt, as well as the related interest, derivative obligations, preferred and preference stock dividends, leases, and other purchase commitments. Approximately $160.2 million will be required through June 30, 2009 for maturities of long-term debt.
Sources of Capital
Alabama Power plans to obtain the funds required for construction and other purposes from sources similar to those utilized in the past. Recently, Alabama Power has primarily utilized funds from operating cash flows, unsecured debt, common stock, preferred stock, and preference stock. However, the amount, type, and timing of any future financings, if needed, will depend upon regulatory approval, prevailing market conditions, and other factors. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – “Sources of Capital” of Alabama Power in Item 7 of the Form 10-K for additional information.
Alabama Power’s current liabilities sometimes exceed current assets because of Alabama Power’s debt due within one year and the periodic use of short-term debt as a funding source primarily to meet scheduled maturities of long-term debt as well as cash needs which can fluctuate significantly due to the seasonality of the business. To meet short-term cash needs and contingencies, Alabama Power had at June 30, 2008 approximately $32.6 million of cash and cash equivalents, unused committed lines of credit of approximately $1.3 billion (including $582.4 million of such lines which are dedicated to funding purchase obligations related to variable rate pollution control bonds), a commercial paper program, and an extendible commercial note program. Of the unused credit facilities, $485.1 million will expire at various times in 2008 and 2009 (of which $404 million allow for one-year term loans). The remaining $800 million of credit facilities expire in 2012. Alabama Power expects to renew its credit facilities, as needed, prior to expiration. See Note 6 to the financial statements of Alabama Power under “Bank Credit Arrangements” in Item 8 of the Form 10-K for additional information. Alabama Power may also meet short-term cash needs through a Southern Company subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of Alabama Power and other Southern Company subsidiaries. Alabama Power has regulatory authority for up to $2.0 billion of short-term borrowings. At June 30, 2008, Alabama Power had $25.0 million of commercial paper outstanding. Management believes that the need for working capital can be adequately met by issuing commercial paper or utilizing lines of credit without maintaining large cash balances.
Credit Rating Risk
Alabama Power does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain contracts that could require collateral, but not accelerated payment, in the event of a credit rating change to BBB- or Baa3 or below. These contracts are primarily for coal purchases and purchases of emissions allowances. At June 30, 2008, the maximum potential collateral requirements at a BBB- or Baa3 were approximately $1 million. The maximum potential collateral requirements at a rating below BBB- or Baa3 were approximately $23.0 million. Generally, collateral may be provided by cash, letter of credit, or a Southern Company guaranty.
Alabama Power, along with all members of the Power Pool, is party to certain agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade for Alabama Power and/or Georgia Power. These agreements are primarily for natural gas and power price risk

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
management activities. At June 30, 2008, Alabama Power’s exposure related to these agreements was approximately $68 million.
Market Price Risk
Alabama Power’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2007 reporting period. In addition, Alabama Power is not aware of any facts or circumstances that would significantly affect such exposures in the near term.
Due to cost-based rate regulation, Alabama Power has limited exposure to market volatility in interest rates, commodity fuel prices, and prices of electricity. To mitigate residual risks relative to movements in electricity prices, Alabama Power enters into physical fixed-price contracts for the purchase and sale of electricity through the wholesale electricity market. Alabama Power has also implemented a retail fuel-hedging program at the instruction of the Alabama PSC.
The changes in fair value of energy-related derivative contracts and valuations at June 30, 2008 were as follows:
                 
    Second Quarter     Year-to-Date  
    2008     2008  
    Changes     Changes  
  Fair Value
    (in millions)
Contracts outstanding at the beginning of the period, assets (liabilities), net
  $ 55.9     $ (0.4 )
Contracts realized or settled
    (18.1 )     (13.5 )
Current period changes(a)
    67.1       118.8  
 
Contracts outstanding at the end of the period, assets (liabilities), net
  $ 104.9     $ 104.9  
 
(a)   Current period changes also include the changes in fair value of new contracts entered into during the period, if any.
Gains and losses on energy-related derivative contracts related to Alabama Power’s fuel hedging program are initially recorded as regulatory liabilities and assets, respectively, and then are included in fuel expense as they are recovered through the fuel cost recovery clauses. Certain other gains and losses on energy-related derivatives, designated as hedges, are initially deferred in other comprehensive income before being recognized in income in the same period as the hedged transaction. Gains and losses on energy-related derivative contracts that are not designated as hedges are recognized in the statements of income as incurred.
The fair value gain/(loss) of energy-related derivative contracts outstanding at June 30, 2008 was reflected in the financial statements as follows:
         
     Amounts  
    (in millions)  
Regulatory liabilities, net
  $ 104.9  
Accumulated other comprehensive income
     
Net income
     
 
Total fair value gain/(loss)
  $ 104.9  
 

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unrealized pre-tax gains and losses recognized in income for the three months and six months ended June 30, 2008 and 2007 for energy-related derivative contracts that are not hedges were not material.
The maturities of the energy-related derivative contracts and the level of the fair value hierarchy in which they fall at June 30, 2008 are as follows:
                         
            June 30, 2008        
    Fair Value Measurements
 
    Total   Maturity
    Fair Value   Year 1   1-3 Years
 
    (in millions)
Level 1
  $     $     $  
Level 2
    104.9       76.2       28.7  
Level 3
                 
 
Fair value of contracts outstanding at end of period
  $ 104.9     $ 76.2     $ 28.7  
 
As part of the adoption of SFAS No. 157 to increase consistency and comparability in fair value measurements and related disclosures, the table above now uses the three-tier fair value hierarchy, as discussed in Note (C) to the Condensed Financial Statements herein, as opposed to the previously used descriptions “actively quoted,” “external sources,” and “models and other methods.” The three-tier fair value hierarchy focuses on the fair value of the contract itself, whereas the previous descriptions focused on the source of the inputs. Because Alabama Power uses over-the-counter contracts that are not exchange traded but are fair valued using prices which are actively quoted, the valuations of those contracts now appear in Level 2; previously they were shown as “actively quoted.”
For additional information, see MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – “Market Price Risk” of Alabama Power in Item 7 and Notes 1 and 6 to the financial statements of Alabama Power under “Financial Instruments” in Item 8 of the Form 10-K and Note (F) to the Condensed Financial Statements herein.
Financing Activities
In January 2008, Alabama Power issued $300 million of additional Series 2007D 4.85% Senior Notes due December 15, 2012. The proceeds were used to repay short-term indebtedness and for other general corporate purposes. Additionally, Alabama Power redeemed 1,250 shares of its Flexible Money Market Class A Preferred Stock (Series 2003A), Stated Capital $100,000 Per Share ($125 million aggregate value).
In January 2008, Alabama Power also entered into $330 million notional amount of interest rate swaps related to variable rate tax-exempt debt to hedge changes in interest rates for the period February 2008 through February 2010. The weighted average fixed payment rate on these hedges is 2.49% and Alabama Power now has a total of $576 million of such hedges in place, with an overall weighted average fixed payment rate of 2.69%. See Note (F) to the Condensed Financial Statements herein for further details.
In February 2008, Alabama Power issued 3,750,000 shares of common stock to Southern Company at $40 a share ($150 million aggregate purchase price). The proceeds were used for general corporate purposes.
In March 2008, Alabama Power converted its $246.5 million obligations related to auction rate tax-exempt securities from an auction rate mode to fixed rate interest modes. With the completion of this conversion, none of the outstanding securities or obligations of Alabama Power is subject to an auction rate mode.

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In May 2008, Alabama Power issued $300 million of Series 2008A 6.125% Senior Notes due May 15, 2038. The proceeds were used to repay short-term indebtedness and for other general corporate purposes.
In May 2008, Alabama Power paid at maturity $250 million in aggregate principal amount of Series X 3.125% Senior Notes.
Subsequent to June 30, 2008, Alabama Power incurred obligations related to the issuance of $120 million of The Industrial Development Board of the City of Mobile Pollution Control Revenue Bonds (Alabama Power Barry Plant Project), Series 2008. The proceeds will be held by the trustee and will be transferred to Alabama Power to fund pollution control and environmental improvement facilities at Plant Barry.
Subsequent to June 30, 2008, Alabama Power issued 1,875,000 shares of common stock to Southern Company at $40 a share ($75 million aggregate purchase price). The proceeds were used for general corporate purposes.
In addition to any financings that may be necessary to meet capital requirements and contractual obligations, Alabama Power plans to continue, when economically feasible, a program to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit.

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GEORGIA POWER COMPANY

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GEORGIA POWER COMPANY
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2008     2007     2008     2007  
    (in thousands)     (in thousands)  
Operating Revenues:
                               
Retail revenues
  $ 1,830,753     $ 1,585,563     $ 3,405,760     $ 2,997,892  
Wholesale revenues —
                               
Non-affiliates
    142,276       135,055       294,968       278,822  
Affiliates
    72,164       58,826       146,074       100,614  
Other revenues
    65,969       64,705       129,207       123,991  
 
                       
Total operating revenues
    2,111,162       1,844,149       3,976,009       3,501,319  
 
                       
Operating Expenses:
                               
Fuel
    683,299       650,830       1,321,222       1,244,724  
Purchased power —
                               
Non-affiliates
    107,723       67,670       165,754       113,763  
Affiliates
    247,842       179,655       500,777       364,197  
Other operations
    266,024       249,538       507,116       480,286  
Maintenance
    125,757       136,816       253,480       261,258  
Depreciation and amortization
    159,204       127,262       309,812       253,411  
Taxes other than income taxes
    79,485       71,610       150,771       143,951  
 
                       
Total operating expenses
    1,669,334       1,483,381       3,208,932       2,861,590  
 
                       
Operating Income
    441,828       360,768       767,077       639,729  
Other Income and (Expense):
                               
Allowance for equity funds used during construction
    23,981       14,687       51,738       27,866  
Interest income
    1,050       632       1,837       1,107  
Interest expense, net of amounts capitalized
    (83,728 )     (87,080 )     (170,065 )     (172,545 )
Other income (expense), net
    1,372       301       (1,922 )     (3,915 )
 
                       
Total other income and (expense)
    (57,325 )     (71,460 )     (118,412 )     (147,487 )
 
                       
Earnings Before Income Taxes
    384,503       289,308       648,665       492,242  
Income taxes
    132,279       100,204       216,080       171,184  
 
                       
Net Income
    252,224       189,104       432,585       321,058  
Dividends on Preferred and Preference Stock
    4,346       689       8,691       1,378  
 
                       
Net Income After Dividends on Preferred and Preference Stock
  $ 247,878     $ 188,415     $ 423,894     $ 319,680  
 
                       
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2008     2007     2008     2007  
    (in thousands)     (in thousands)  
Net Income After Dividends on Preferred and Preference Stock
  $ 247,878     $ 188,415     $ 423,894     $ 319,680  
Other comprehensive income (loss):
                               
Qualifying hedges:
                               
Changes in fair value, net of tax of $6,027, $10,812, $(16), and $9,730, respectively
    9,556       17,140       (24 )     15,426  
Reclassification adjustment for amounts included in net income, net of tax of $489, $31, $695, and $2, respectively
    774       50       1,101       4  
Marketable securities:
                               
Change in fair value, net of tax of $-, $(6), $-, and $36, respectively
          (7 )           58  
 
                       
Total other comprehensive income (loss)
    10,330       17,183       1,077       15,488  
 
                       
COMPREHENSIVE INCOME
  $ 258,208     $ 205,598     $ 424,971     $ 335,168  
 
                       
The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

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GEORGIA POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    For the Six Months  
    Ended June 30,  
    2008     2007  
    (in thousands)  
Operating Activities:
               
Net income
  $ 432,585     $ 321,058  
Adjustments to reconcile net income to net cash provided from operating activities —
               
Depreciation and amortization
    367,910       302,523  
Deferred income taxes and investment tax credits
    29,175       12,347  
Deferred revenues
    60,898       (479 )
Deferred expenses — affiliates
    21,571       21,933  
Allowance for equity funds used during construction
    (51,738 )     (27,866 )
Pension, postretirement, and other employee benefits
    6,304       6,035  
Hedge settlements
    (20,486 )     4,836  
Other, net
    (20,337 )     8,336  
Changes in certain current assets and liabilities —
               
Receivables
    (193,372 )     (46,080 )
Fossil fuel stock
    (40,214 )     (51,433 )
Prepaid income taxes
    4,303       (46,479 )
Other current assets
    (14,873 )     (9,680 )
Accounts payable
    102,384       814  
Accrued taxes
    (12,300 )     (60,944 )
Accrued compensation
    (49,119 )     (88,796 )
Other current liabilities
    54,940       35,025  
 
           
Net cash provided from operating activities
    677,631       381,150  
 
           
Investing Activities:
               
Property additions
    (992,317 )     (753,046 )
Distribution of restricted cash from pollution control bonds
    13,221        
Nuclear decommissioning trust fund purchases
    (225,477 )     (184,246 )
Nuclear decommissioning trust fund sales
    218,597       177,366  
Cost of removal, net of salvage
    (15,957 )     (18,042 )
Change in construction payables, net of joint owner portion
    7,200       20,517  
Other
    (16,754 )     (6,059 )
 
           
Net cash used for investing activities
    (1,011,487 )     (763,510 )
 
           
Financing Activities:
               
Increase (decrease) in notes payable, net
    (347,612 )     79,495  
Proceeds —
               
Senior notes
    500,000       850,000  
Pollution control bonds
    94,935        
Capital contributions from parent company
    251,262       269,949  
Other long-term debt
    300,000        
Redemptions —
               
Capital leases
    (759 )     (1,957 )
Senior notes
    (45,812 )      
Pollution control bonds
    (41,935 )      
Other long-term debt
          (453,608 )
Payment of preferred and preference stock dividends
    (8,309 )     (1,550 )
Payment of common stock dividends
    (360,600 )     (344,950 )
Other
    (7,671 )     (4,664 )
 
           
Net cash provided from financing activities
    333,499       392,715  
 
           
Net Change in Cash and Cash Equivalents
    (357 )     10,355  
Cash and Cash Equivalents at Beginning of Period
    15,392       16,850  
 
           
Cash and Cash Equivalents at End of Period
  $ 15,035     $ 27,205  
 
           
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest (net of $21,619 and $11,386 capitalized for 2008 and 2007, respectively)
  $ 154,225     $ 157,693  
Income taxes (net of refunds)
  $ 130,091     $ 158,849  
The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

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GEORGIA POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Assets   2008     2007  
    (in thousands)  
Current Assets:
               
Cash and cash equivalents
  $ 15,035     $ 15,392  
Restricted cash
    41,198       48,279  
Receivables —
               
Customer accounts receivable
    608,671       491,389  
Unbilled revenues
    215,656       137,046  
Under recovered regulatory clause revenues
    404,855       384,538  
Other accounts and notes receivable
    75,819       147,498  
Affiliated companies
    53,397       21,699  
Accumulated provision for uncollectible accounts
    (8,269 )     (7,636 )
Fossil fuel stock, at average cost
    433,436       393,222  
Materials and supplies, at average cost
    349,013       337,652  
Vacation pay
    68,639       69,394  
Assets from risk management activities
    127,737       4,262  
Prepaid income taxes
    46,799       51,101  
Other
    67,989       50,907  
 
           
Total current assets
    2,499,975       2,144,743  
 
           
Property, Plant, and Equipment:
               
In service
    23,280,746       22,011,215  
Less accumulated provision for depreciation
    8,924,909       8,696,668  
 
           
 
    14,355,837       13,314,547  
Nuclear fuel, at amortized cost
    256,546       198,983  
Construction work in progress
    1,415,177       1,797,642  
 
           
Total property, plant, and equipment
    16,027,560       15,311,172  
 
           
Other Property and Investments:
               
Equity investments in unconsolidated subsidiaries
    58,188       53,813  
Nuclear decommissioning trusts, at fair value
    549,815       588,952  
Other
    42,847       47,914  
 
           
Total other property and investments
    650,850       690,679  
 
           
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    555,156       532,539  
Prepaid pension costs
    1,055,718       1,026,985  
Deferred under recovered regulatory clause revenues
    311,479       307,294  
Other regulatory assets
    628,903       541,014  
Other
    275,780       268,335  
 
           
Total deferred charges and other assets
    2,827,036       2,676,167  
 
           
Total Assets
  $ 22,005,421     $ 20,822,761  
 
           
The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

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GEORGIA POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Liabilities and Stockholder's Equity   2008     2007  
    (in thousands)  
Current Liabilities:
               
Securities due within one year
  $ 303,353     $ 198,576  
Notes payable
    367,979       715,591  
Accounts payable —
               
Affiliated
    331,132       236,332  
Other
    486,433       463,945  
Customer deposits
    181,155       171,553  
Accrued taxes —
               
Income taxes
    104,110       68,782  
Other
    157,797       219,585  
Accrued interest
    79,734       74,674  
Accrued vacation pay
    55,064       56,303  
Accrued compensation
    70,617       114,974  
Other regulatory liabilities
    160,171       14,601  
Other
    88,161       88,624  
 
           
Total current liabilities
    2,385,706       2,423,540  
 
           
Long-term Debt
    6,638,738       5,937,792  
 
           
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    2,895,715       2,850,655  
Deferred credits related to income taxes
    144,338       146,886  
Accumulated deferred investment tax credits
    262,672       269,125  
Employee benefit obligations
    704,191       678,826  
Asset retirement obligations
    667,049       663,503  
Other cost of removal obligations
    416,457       414,745  
Other regulatory liabilities
    690,687       577,642  
Other
    177,113       158,670  
 
           
Total deferred credits and other liabilities
    5,958,222       5,760,052  
 
           
Total Liabilities
    14,982,666       14,121,384  
 
           
Preferred and Preference Stock
    265,957       265,957  
 
           
Common Stockholder’s Equity:
               
Common stock, without par value —
               
Authorized - 20,000,000 shares
               
Outstanding - 9,261,500 shares
    398,473       398,473  
Paid-in capital
    3,631,784       3,374,777  
Retained earnings
    2,739,357       2,676,063  
Accumulated other comprehensive loss
    (12,816 )     (13,893 )
 
           
Total common stockholder’s equity
    6,756,798       6,435,420  
 
           
Total Liabilities and Stockholder’s Equity
  $ 22,005,421     $ 20,822,761  
 
           
The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

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GEORGIA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SECOND QUARTER 2008 vs. SECOND QUARTER 2007
AND
YEAR-TO-DATE 2008 vs. YEAR-TO-DATE 2007
OVERVIEW
Georgia Power operates as a vertically integrated utility providing electricity to retail customers within its traditional service area located within the State of Georgia and to wholesale customers in the Southeast. Many factors affect the opportunities, challenges, and risks of Georgia Power’s business of selling electricity. These factors include the ability to maintain a stable regulatory environment, to achieve energy sales growth, and to effectively manage and secure timely recovery of rising costs. These costs include those related to growing demand, increasingly stringent environmental standards, and fuel costs. Appropriately balancing the need to recover these increasing costs with customer prices will continue to challenge Georgia Power for the foreseeable future. In December 2007, the 2007 Retail Rate Plan was approved, which should provide earnings stability over its three-year term. This regulatory action enables the recovery of substantial capital investments to facilitate the continued reliability of the transmission and distribution networks, continued generation and other investments as well as the recovery of increased operating costs. The 2007 Retail Rate Plan also includes a tariff specifically for the recovery of costs related to environmental controls mandated by state and federal regulations. On May 20, 2008, Georgia Power received a final order from the Georgia PSC to increase its fuel cost recovery rate effective June 1, 2008. Georgia Power is required to file its next fuel cost recovery case by March 1, 2009.
Georgia Power continues to focus on several key performance indicators. These indicators include customer satisfaction, plant availability, system reliability, and net income after dividends on preferred and preference stock. For additional information on these indicators, see MANAGEMENT’S DISCUSSION AND ANALYSIS – OVERVIEW – “Key Performance Indicators” of Georgia Power in Item 7 of the Form 10-K.
RESULTS OF OPERATIONS
Net Income
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$59.5   31.6   $104.2   32.6
 
Georgia Power’s net income after dividends on preferred and preference stock for the second quarter 2008 was $247.9 million compared to $188.4 million for the corresponding period in 2007. Georgia Power’s net income after dividends on preferred and preference stock for year-to-date 2008 was $423.9 million compared to $319.7 million for the corresponding period in 2007. These increases were primarily related to increased contributions from market-response rates to large commercial and industrial customers, higher retail base rates resulting from the retail rate increase effective January 1, 2008, and the effects of the allowance for equity funds used during construction (AFUDC).

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GEORGIA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Retail Revenues
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$245.2   15.5   $407.9   13.6
 
In the second quarter 2008, retail revenues were $1.83 billion compared to $1.59 billion for the corresponding period in 2007. For year-to-date 2008, retail revenues were $3.41 billion compared to $3.00 billion for the corresponding period in 2007.
Details of the change to retail revenues are as follows:
                                 
    Second Quarter   Year-to-Date
    2008   2008
 
 
  (in millions)   (% change)   (in millions)   (% change)
Retail – prior year
  $ 1,585.6             $ 2,997.9          
Estimated change in —
                               
Rates and pricing
    146.2       9.2       227.0       7.6  
Sales growth
    (5.2 )     (0.3 )     (5.8 )     (0.2 )
Weather
    (5.8 )     (0.3 )     2.2       0.1  
Fuel and other cost recovery
    110.0       6.9       184.5       6.1  
 
Retail – current year
  $ 1,830.8       15.5 %   $ 3,405.8       13.6 %
 
Revenues associated with changes in rates and pricing increased in the second quarter and year-to-date 2008 when compared to the corresponding periods in 2007 due to higher market-response rates for sales to large commercial and industrial customers and the application of new rates established in January 2008.
Revenues attributable to changes in sales growth decreased in the second quarter and year-to-date 2008 when compared to the corresponding periods in 2007. These decreases were primarily the result of a slowing economy within the Southeast. Weather-adjusted total retail KWH sales decreased 1.2% and 0.8% for the second quarter and year-to-date 2008, respectively. Weather-adjusted residential KWH sales decreased 0.5% and 1.1%, weather-adjusted commercial KWH sales increased 0.5% and 1.1%, and weather-adjusted industrial sales decreased 4.1% and 2.9% for the second quarter and year-to-date 2008, respectively, when compared to the corresponding periods in 2007.
Revenues attributable to changes in weather decreased in the second quarter and increased year-to-date 2008 when compared to the corresponding periods in 2007. The decrease in second quarter 2008 revenues attributable to weather effects was primarily due to milder weather in April and May 2008 than in the corresponding periods in 2007. This was partially offset by more favorable weather in June 2008 than June 2007. The increase in year-to-date 2008 revenues attributable to weather effects was primarily due to significant weather volatility in January and June 2008 compared to the corresponding periods in 2007.
Fuel cost recovery revenues increased by $110.0 million in the second quarter 2008 and by $184.5 million year-to-date 2008 when compared to the corresponding periods in 2007 as a result of higher fuel and purchased power expenses. Georgia Power’s electric rates include provisions to adjust billings for fluctuations in fuel costs, including the energy component of purchased power costs. Under these provisions, fuel revenues generally equal fuel expenses, including the fuel component of purchased power costs, and do not affect net income.

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GEORGIA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Wholesale Revenues – Non-Affiliates
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$7.2   5.3   $16.2   5.8
 
Wholesale revenues from non-affiliates will vary depending on the market cost of available energy compared to the cost of Georgia Power and Southern Company system-owned generation, demand for energy within the Southern Company service territory, and availability of Southern Company system generation.
In the second quarter 2008, wholesale revenues from non-affiliates were $142.3 million compared to $135.1 million for the corresponding period in 2007. For year-to-date 2008, wholesale revenues from non-affiliates were $295.0 million compared to $278.8 million for the corresponding period in 2007. These increases were primarily driven by the fuel recovery component within non-affiliate wholesale prices which has increased with the effects of higher fuel and purchased power costs. These increases were partially offset by 3.1% and 2.0% decreases in KWH energy sales in the second quarter and year-to-date 2008, respectively, as well as decreased contributions from the emissions allowance component of market-based wholesale prices.
Wholesale Revenues – Affiliates
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$13.4   22.7   $45.5   45.2
 
Wholesale revenues from affiliates will vary depending on demand and the availability and cost of generating resources at each company within the Southern Company system. These affiliate sales are made in accordance with the IIC, as approved by the FERC. These transactions do not have a significant impact on earnings since the energy is generally sold at marginal cost.
In the second quarter 2008, wholesale revenues from affiliates were $72.2 million compared to $58.8 million for the corresponding period in 2007. For year-to-date 2008, wholesale revenues from affiliates were $146.1 million compared to $100.6 million for the corresponding period in 2007. These increases were primarily the result of higher Power Pool rates for these sales due to higher fuel and purchased power costs. These increases were partially offset by 30.6% and 3.9% decreases in KWH energy sales in the second quarter and year-to-date 2008, respectively.
Fuel and Purchased Power Expenses
                                 
    Second Quarter 2008   Year-to-Date 2008
    vs.   vs.
    Second Quarter 2007   Year-to-Date 2007
 
 
  (change in millions)   (% change)   (change in millions)   (% change)
Fuel
  $ 32.5       5.0     $ 76.5       6.1  
Purchased power – non-affiliates
    40.1       59.2       52.0       45.7  
Purchased power – affiliates
    68.1       38.0       136.6       37.5  
                     
Total fuel and purchased power expenses
  $ 140.7             $ 265.1          
                     

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In the second quarter 2008, total fuel and purchased power expenses were $1.04 billion compared to $898.2 million for the corresponding period in 2007. The increase in fuel and purchased power expenses was due to a $143.5 million increase in the average cost of fuel and purchased power, partially offset by a $2.8 million decrease in total KWHs generated and purchased.
For year-to-date 2008, total fuel and purchased power expenses were $1.99 billion compared to $1.72 billion for the corresponding period in 2007. The increase in fuel and purchased power expenses was due to a $224.2 million increase in the average cost of fuel and purchased power and a $40.9 million increase in total KWHs generated and purchased.
Fuel and purchased power transactions do not have a significant impact on earnings since energy expenses are generally offset by energy revenues through Georgia Power’s energy cost recovery clause. See FUTURE EARNINGS POTENTIAL – “FERC and Georgia PSC Matters – Retail Fuel Cost Recovery” herein for additional information.
Details of Georgia Power’s cost of generation and purchased power are as follows:
                                                 
    Second Quarter   Second Quarter   Percent   Year-to-Date   Year-to-Date   Percent
Average Cost   2008   2007   Change   2008   2007   Change
 
    (cents per net KWH)
          (cents per net KWH)
       
Fuel
    3.03       2.67       13.5       2.94       2.65       10.9  
Purchased power
    8.90       7.38       20.6       8.07       6.99       15.5  
 
In the second quarter 2008, fuel expense was $683.3 million compared to $650.8 million for the corresponding period in 2007. For year-to-date 2008, fuel expense was $1.32 billion compared to $1.24 billion for the corresponding period in 2007. The increases in fuel expense were the result of 13.5% and 10.9% increases in the average cost of fuel per KWH generated in the second quarter and year-to-date 2008, respectively. These increases were primarily due to an increase in fuel commodity prices, resulting from global demand pressures. The average cost of coal per KWH generated increased 17.0% and 14.6% in the second quarter and year-to-date 2008, respectively. The average cost of oil and natural gas per KWH generated increased 23.9% and 17.0% in the second quarter and year-to-date 2008, respectively.
Non-affiliates
In the second quarter 2008, purchased power from non-affiliates was $107.7 million compared to $67.7 million for the corresponding period in 2007. For year-to-date 2008, purchased power from non-affiliates was $165.8 million compared to $113.8 million for the corresponding period in 2007. These increases were primarily the result of 32.7% and 28.8% volume increases in KWHs purchased from available lower priced market energy alternatives in the second quarter and year-to-date 2008, respectively, and increases in the average cost per KWH purchased.
Energy purchases from non-affiliates will vary depending on the market cost of available energy compared to the cost of Southern Company system-generated energy, demand for energy within the Southern Company system service territory, and availability of Southern Company system generation.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Affiliates
In the second quarter 2008, purchased power from affiliates was $247.8 million compared with $179.7 million for the corresponding period in 2007. For year-to-date 2008, purchased power from affiliates was $500.8 million compared with $364.2 million for the corresponding period in 2007. These increases were primarily the result of higher average cost of KWHs purchased due to the influence of higher fuel costs within the purchase price. Also contributing to the increases in purchased power from affiliates were 0.9% and 7.8% increases in the volume of KWHs purchased from available lower cost resources within the Power Pool in the second quarter and year-to-date 2008, respectively.
Energy purchases from affiliates will vary depending on demand and the availability and cost of generating resources at each company within the Southern Company system. These purchases are made in accordance with the IIC, as approved by the FERC.
Other Operations and Maintenance Expenses
                                 
    Second Quarter 2008   Year-to-Date 2008
    vs.   vs.
    Second Quarter 2007   Year-to-Date 2007
 
 
  (change in millions)   (% change)   (change in millions)   (% change)
Other operations
  $ 16.5       6.6     $ 26.8       5.6  
Maintenance
    (11.1 )     (8.1 )     (7.8 )     (3.0 )
                     
Total other operations and maintenance
  $ 5.4             $ 19.0          
                     
In the second quarter 2008, other operations and maintenance expenses were $391.8 million compared to $386.4 million for the corresponding period in 2007. The increase was primarily the result of a $3.6 million increase in the accrual for property damage approved under the 2007 Retail Rate Plan. Also contributing to the increase were customer account expenses of $5.1 million primarily related to records and collections and uncollectible accounts, as well as $1.8 million related to medical expenses. These increases were partially offset by a decrease of $5.9 million in transmission operations expenses.
For year-to-date 2008, other operations and maintenance expenses were $760.6 million compared to $741.6 million for the corresponding period in 2007. The increase was primarily the result of a $7.0 million increase in nuclear expenses and a $7.3 million increase in the accrual for property damage approved under the 2007 Retail Rate Plan. Also contributing to the increase were customer account expenses of $10.9 million primarily related to meter reading, records and collections, and uncollectible accounts, as well as $3.8 million related to medical expenses. These increases were partially offset by a decrease of $11.8 million in transmission operations expenses.
Depreciation and Amortization
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$31.9   25.1   $56.4   22.3
 
In the second quarter 2008, depreciation and amortization was $159.2 million compared to $127.3 million for the corresponding period in 2007. For year-to-date 2008, depreciation and amortization was $309.8 million compared to $253.4 million for the corresponding period in 2007. These increases were primarily the result of increases in plant in service related to completed transmission, distribution, and environmental projects and changes in depreciation rates effective January 1, 2008 related to the 2007 Retail Rate Plan.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Taxes Other Than Income Taxes
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$7.9   11.0   $6.8   4.7
 
In the second quarter 2008, taxes other than income taxes were $79.5 million compared with $71.6 million for the corresponding period in 2007. For year-to-date 2008, taxes other than income taxes were $150.8 million compared with $144.0 million for the corresponding period in 2007. These increases were primarily the result of higher municipal franchise fees resulting from retail revenue increases during these periods.
Allowance for Equity Funds Used During Construction
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$9.3   63.3   $23.8   85.7
 
In the second quarter 2008, AFUDC was $24.0 million compared with $14.7 million for the corresponding period in 2007. For year-to-date 2008, AFUDC was $51.7 million compared with $27.9 million for the corresponding period in 2007. These increases were primarily the result of increases in construction work in progress balances related to ongoing environmental and transmission projects as well as three combined cycle generating units at Plant McDonough.
Income Taxes
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$32.1   32.0   $44.9   26.2
 
In the second quarter 2008, income taxes were $132.3 million compared with $100.2 million for the corresponding period in 2007. For year-to-date 2008, income taxes were $216.1 million compared with $171.2 million for the corresponding period in 2007. These increases were primarily the result of increased pre-tax income. These increases were partially offset by increases in non-taxable items, particularly AFUDC, as well as additional state tax credits and an increase in the federal production activities deduction amount.
Dividends on Preferred and Preference Stock
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$3.6   N/M   $7.3   N/M
 
N/M – Not Meaningful
In the second quarter 2008, dividends on preferred and preference stock were $4.3 million compared with $0.7 million for the corresponding period in 2007. For year-to-date 2008, dividends on preferred and preference stock were $8.7 million compared with $1.4 million for the corresponding period in 2007. These increases in dividends on preferred and preference stock were primarily the result of the issuance of $225 million of preference stock in the fourth quarter 2007 which has quarterly dividends of approximately $3.7 million.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FUTURE EARNINGS POTENTIAL
The results of operations discussed above are not necessarily indicative of Georgia Power’s future earnings potential. The level of Georgia Power’s future earnings depends on numerous factors that affect the opportunities, challenges, and risks of Georgia Power’s business of selling electricity. These factors include Georgia Power’s ability to maintain a stable regulatory environment that continues to allow for the recovery of all prudently incurred costs during a time of increasing costs. Future earnings in the near term will depend, in part, upon growth in energy sales which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in Georgia Power’s service area. For additional information relating to these issues, see RISK FACTORS in Item 1A and MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL of Georgia Power in Item 7 of the Form 10-K.
Environmental Matters
Compliance costs related to the Clean Air Act and other environmental statutes and regulations could affect earnings if such costs cannot continue to be fully recovered in rates on a timely basis. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters” of Georgia Power in Item 7 and Note 3 to the financial statements of Georgia Power under “Environmental Matters” in Item 8 of the Form 10-K for additional information.
New Source Review Actions
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters – New Source Review Actions” of Georgia Power in Item 7 and Note 3 to the financial statements of Georgia Power under “Environmental Matters – New Source Review Actions” in Item 8 of the Form 10-K for additional information regarding civil actions brought by the EPA alleging that Georgia Power and Alabama Power had violated the NSR provisions of the Clean Air Act and related state laws with respect to certain of their coal-fired generating facilities. The action against Georgia Power has been administratively closed since 2001, and the case has not been reopened. In the action involving Alabama Power, on July 24, 2008, the U.S. District Court for the Northern District of Alabama granted partial summary judgment in favor of Alabama Power regarding the proper legal test for determining whether projects are routine maintenance, repair, and replacement and therefore are excluded from NSR permitting. The decision does not resolve the case, the ultimate outcome of which cannot be determined at this time.
Clean Air Interstate Rule
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters – Environmental Statutes and Regulations – Air Quality” of Georgia Power in Item 7 of the Form 10-K for background regarding the Clean Air Interstate Rule (CAIR). On July 11, 2008, in response to petitions brought by certain states and regulated industries challenging particular aspects of CAIR, the U.S. Court of Appeals for the District of Columbia Circuit issued a decision vacating CAIR in its entirety and remanding it to the EPA for further action consistent with its opinion. Georgia Power’s overall environmental compliance strategy has been developed in response to numerous federal and state regulatory requirements, many of which, including the State of Georgia’s Multi-Pollutant Rule, remain unaffected by the court’s ruling; however, the court’s decision has the potential to impact future decision making regarding capital expenditures, the installation and operation of pollution control equipment, and the purchase, use, and associated carrying values of emissions allowances. The ultimate impact of the court’s decision cannot be

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
determined at this time and may depend on subsequent legal action, including issuance of the court’s mandate, and future rulemaking and regulatory treatment.
Eight-Hour Ozone Regulations
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters – Environmental Statutes and Regulations – Air Quality” of Georgia Power in Item 7 of the Form 10-K for additional information regarding revisions to the eight-hour ozone air quality standard. In March 2008, the EPA finalized its revisions to the eight-hour ozone standard, increasing its stringency. The EPA plans to designate nonattainment areas based on the new standard by 2010, and new nonattainment areas within Georgia Power’s service territory are expected. The ultimate outcome of this matter cannot be determined at this time and will depend on subsequent legal action and/or future nonattainment designations and regulatory plans.
Carbon Dioxide Litigation
On February 26, 2008, the Native Village of Kivalina and the City of Kivalina filed a suit in the U.S. District Court for the Northern District of California against several electric utilities (including Southern Company), several oil companies, and a coal company. The plaintiffs are the governing bodies of an Inupiat village in Alaska. The plaintiffs contend that the village is being destroyed by erosion allegedly caused by global warming that the plaintiffs attribute to emissions of greenhouse gases by the defendants. The plaintiffs assert claims for public and private nuisance and contend that the defendants have acted in concert and are therefore jointly and severally liable for the plaintiffs’ damages. The suit seeks damages for lost property values and for the cost of relocating the village, which cost is alleged to be $95 million to $400 million. On June 30, 2008, all defendants filed motions to dismiss this case. Southern Company believes that these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. The ultimate outcome of this matter cannot be determined at this time.
FERC and Georgia PSC Matters
Retail Fuel Cost Recovery
On February 6, 2007, the Georgia PSC approved an increase in Georgia Power’s total annual billings of approximately $383 million related to fuel cost recovery effective March 1, 2007. On February 29, 2008, Georgia Power filed a request with the Georgia PSC to change the fuel cost recovery rate effective June 1, 2008. The request was approved on May 20, 2008. Total annual fuel recovery billings increased by approximately $222 million. The order also required Georgia Power to file for a new fuel cost recovery rate no later than March 1, 2009. As of June 30, 2008, Georgia Power had an under recovered fuel balance of approximately $716 million as compared to $692 million at December 31, 2007. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “PSC Matters – Fuel Cost Recovery” of Georgia Power in Item 7 and Note 3 to the financial statements of Georgia Power under “Retail Regulatory Matters – Fuel Cost Recovery” in Item 8 of the Form 10-K for additional information. Fuel cost recovery revenues as recorded on the financial statements are adjusted for differences in actual recoverable costs and amounts billed in current regulated rates. Accordingly, any changes in the billing factor will not have a significant effect on Georgia Power’s revenues or net income, but will affect cash flow.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Nuclear
Nuclear Projects
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Nuclear – Nuclear Projects” of Georgia Power in Item 7 of the Form 10-K for information regarding the potential expansion of Plant Vogtle.
In August 2006, Southern Nuclear, on behalf of Georgia Power, OPC, MEAG Power, and Dalton Utilities (collectively, Owners), filed an application with the NRC for an early site permit approving two additional nuclear units on the site of Plant Vogtle. On March 31, 2008, Southern Nuclear filed an application with the NRC for a combined construction and operating license (COL) for the new units.
On April 8, 2008, Georgia Power, acting for itself and as agent for the Owners, and a consortium consisting of Westinghouse and Stone & Webster (collectively, Consortium) entered into an engineering, procurement, and construction agreement to design, engineer, procure, construct, and test two AP1000 nuclear units with electric generating capacity of approximately 1,100 MWs each and related facilities, structures, and improvements at Plant Vogtle (Vogtle 3 and 4 Agreement).
The Vogtle 3 and 4 Agreement is an arrangement whereby the Consortium supplies and constructs the entire facility with the exception of certain items provided by the Owners. Under the terms of the Vogtle 3 and 4 Agreement, the Owners will pay a purchase price that will be subject to certain price escalation and adjustments, adjustments for change orders, and performance bonuses. Each Owner is severally (and not jointly) liable for its proportionate share, based on its ownership interest, of all amounts owed to the Consortium under the Vogtle 3 and 4 Agreement. Georgia Power’s proportionate share, based on its current ownership interest, is 45.7%. Under the terms of a separate joint development agreement, the Owners finalized their ownership percentages on July 2, 2008, except for allowed changes under certain limited circumstances during the Georgia PSC certification process.
Georgia Power submitted its self-build nuclear proposal to the Georgia PSC on May 1, 2008 in connection with its 2016-2017 base load capacity request for proposals (RFP). No other responses to the RFP were received. On August 1, 2008, Georgia Power submitted an application for the Georgia PSC to certify the project. A final certification decision is expected in March 2009.
If certified by the Georgia PSC and licensed by the NRC, Vogtle Units 3 and 4 are scheduled to be placed in service in 2016 and 2017, respectively. The total plant value to be placed in service will also include financing costs for each of the Owners, the impacts of inflation on costs, and transmission and other costs that are the responsibility of the Owners. Georgia Power’s proportionate share of the estimated in-service costs, based on its current ownership interest, is approximately $6.4 billion, subject to adjustments and performance bonuses under the Vogtle 3 and 4 Agreement.
The Owners and the Consortium have agreed to certain liquidated damages upon the Consortium’s failure to comply with the schedule and performance guarantees. The Owners and the Consortium also have agreed to certain bonuses payable to the Consortium for early completion and unit performance. The Consortium’s liability to the Owners for schedule and performance liquidated damages and warranty claims is subject to a cap.
The obligations of Westinghouse and Stone & Webster under the Vogtle 3 and 4 Agreement are guaranteed by Toshiba Corporation and The Shaw Group, Inc., respectively. In the event of certain credit rating downgrades of any Owner, such Owner will be required to provide a letter of credit or other credit enhancement.

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The Vogtle 3 and 4 Agreement is subject to certification by the Georgia PSC. In addition, the Owners may terminate the Vogtle 3 and 4 Agreement at any time for their convenience, provided that the Owners will be required to pay certain termination costs and, at certain stages of the work, cancellation fees to the Consortium. The Consortium may terminate the Vogtle 3 and 4 Agreement under certain circumstances, including delays in receipt of the COL or delivery of full notice to proceed, certain Owner suspension or delays of work, action by a governmental authority to permanently stop work, certain breaches of the Vogtle 3 and 4 Agreement by the Owners, Owner insolvency, and certain other events.
Income Tax Matters
Bonus Depreciation
On February 13, 2008, President Bush signed the Economic Stimulus Act of 2008 (Stimulus Act) into law. The Stimulus Act includes a provision that allows 50% bonus depreciation for certain property acquired in 2008 and placed in service in 2008 or, in certain limited cases, 2009. The State of Georgia does not allow the bonus depreciation deduction allowed by the Stimulus Act for state income tax purposes. Georgia Power is currently assessing the financial implications of the Stimulus Act and estimates the cash flow reduction to tax payments for 2008 to be between $50 million and $90 million.
Other Matters
Georgia Power is involved in various other matters being litigated, regulatory matters, and certain tax-related issues that could affect future earnings. In addition, Georgia Power is subject to certain claims and legal actions arising in the ordinary course of business. Georgia Power’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, common law nuisance, and citizen enforcement of environmental requirements such as opacity and air and water quality standards, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such pending or potential litigation against Georgia Power cannot be predicted at this time; however, for current proceedings not specifically reported herein or in Note 3 to the financial statements of Georgia Power in Item 8 of the Form 10-K, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on Georgia Power’s financial statements.
See the Notes to the Condensed Financial Statements herein for discussion of various other contingencies, regulatory matters, and other matters being litigated which may affect future earnings potential.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
Georgia Power prepares its financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements of Georgia Power in Item 8 of the Form 10-K. In the application of these policies, certain estimates are made that may have a material impact on Georgia Power’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. See MANAGEMENT’S DISCUSSION AND ANALYSIS – ACCOUNTING POLICIES – “Application of Critical Accounting Policies and Estimates” of Georgia Power in Item 7 of the Form 10-K for a complete discussion of Georgia Power’s critical accounting policies and estimates related to Electric Utility Regulation, Contingent Obligations, and Unbilled Revenues.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION AND LIQUIDITY
Overview
Georgia Power’s financial condition remained stable at June 30, 2008. Net cash provided from operating activities totaled $677.6 million for the first six months of 2008, compared to $381.2 million for the corresponding period in 2007. The $296.4 million increase in cash provided from operating activities in the first six months of 2008 is primarily due to higher retail operating revenues. Net cash used for investing activities totaled $1.01 billion for the first six months of 2008 primarily due to gross property additions to utility plant of $1.05 billion. Net cash provided from financing activities totaled $333.5 million for the first six months of 2008 compared to $392.7 million for the corresponding period in 2007. This was primarily due to the repayment of notes payable and the timing of financings in 2008 compared to 2007.
Significant balance sheet changes for the first six months of 2008 include a $1.27 billion increase in plant in service and the refinancing of notes payable to other forms of financing.
Capital Requirements and Contractual Obligations
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY “Capital Requirements and Contractual Obligations” of Georgia Power in Item 7 of the Form 10-K for a description of Georgia Power’s capital requirements for its construction program, scheduled maturities of long-term debt, as well as related interest, derivative obligations, preferred and preference stock dividends, leases, purchase commitments, and trust funding requirements. Approximately $303 million will be required through June 30, 2009 to fund maturities of long-term debt. In addition, in connection with entering into the Vogtle 3 and 4 Agreement, as described under FUTURE EARNINGS POTENTIAL – “Nuclear – Nuclear Projects” herein, the Georgia Power Board of Directors approved revisions to Georgia Power’s capital budget of $600 million in 2009 and $700 million in 2010, for a revised estimated total construction program of $2.0 billion in 2008, $2.6 billion in 2009, and $2.5 billion in 2010. Actual construction costs may vary from these estimates because of changes in such factors as: business conditions; environmental statutes and regulations; nuclear plant regulations; FERC rules and regulations; load projections; the cost and efficiency of construction labor, equipment, and materials; and the cost of capital. In addition, there can be no assurance that costs related to capital expenditures will be fully recovered.
Sources of Capital
Georgia Power plans to obtain the funds required for construction and other purposes from sources similar to those utilized in the past. Recently, Georgia Power has primarily utilized funds from operating cash flows, short-term debt, external security offerings, and equity contributions from Southern Company. However, the amount, type, and timing of any future financings, if needed, will depend upon regulatory approval, prevailing market conditions, and other factors. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – “Sources of Capital” of Georgia Power in Item 7 of the Form 10-K for additional information.
Georgia Power’s current liabilities frequently exceed current assets because of the continued use of short-term debt as a funding source to meet scheduled maturities of long-term debt as well as cash needs which can fluctuate significantly due to the seasonality of the business. To meet short-term cash needs and contingencies, Georgia Power had at June 30, 2008 approximately $15.0 million of cash and cash equivalents and approximately $1.3 billion of unused credit arrangements with banks. Of the unused credit arrangements, $225 million expire in 2009 and $1.1 billion expire in 2012.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Of the facilities that expire in 2009, $40 million contain provisions allowing two-year term loans executable at expiration. Georgia Power expects to renew its credit facilities, as needed, prior to expiration. See Note 6 to the financial statements of Georgia Power under “Bank Credit Arrangements” in Item 8 of the Form 10-K for additional information. These credit arrangements provide liquidity support to Georgia Power’s commercial paper program and have $743 million dedicated to funding purchase obligations related to variable rate pollution control bonds. Georgia Power may also meet short-term cash needs through a Southern Company subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of Georgia Power and other Southern Company subsidiaries. At June 30, 2008, Georgia Power had approximately $268 million of commercial paper and $100 million of short-term bank loans outstanding. Management believes that the need for working capital can be adequately met by utilizing commercial paper programs and lines of credit without maintaining large cash balances.
Credit Rating Risk
Georgia Power does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain contracts that could require collateral, but not accelerated payment, in the event of a credit rating change to BBB- and/or Baa3 or below. These contracts are primarily for physical electricity purchases and sales and for the construction of new generation. At June 30, 2008, the maximum potential collateral requirements at a BBB- or Baa3 rating were approximately $27 million. The maximum potential collateral requirements at a rating below BBB- and/or Baa3 were approximately $829 million. Generally, collateral may be provided by a Southern Company guaranty, letter of credit, or cash.
Georgia Power, along with all members of the Power Pool, is party to certain agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade for Georgia Power and/or Alabama Power. These agreements are primarily for natural gas and power price risk management activities. At June 30, 2008, Georgia Power’s total exposure related to these types of agreements was approximately $68 million.
Market Price Risk
Georgia Power’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2007 reporting period. In addition, Georgia Power is not aware of any facts or circumstances that would significantly affect such exposures in the near term.
Due to cost-based rate regulation, Georgia Power has limited exposure to market volatility in interest rates, commodity fuel prices, and prices of electricity. To mitigate residual risks relative to movements in electricity prices, Georgia Power enters into physical fixed-price contracts for the purchase and sale of electricity through the wholesale electricity market. Georgia Power continues to manage a fuel-hedging program at the instruction of the Georgia PSC.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The change in fair value of energy-related derivative contracts and valuations at June 30, 2008 were as follows:
                 
    Second Quarter   Year-to-Date
    2008   2008
    Changes   Changes
 
    Fair Value
 
    (in millions)
Contracts outstanding at the beginning of the period, assets (liabilities), net
  $ 83.6     $ (0.4 )
Contracts realized or settled
    (27.3 )     (21.4 )
Current period changes(a)
    112.2       190.3  
 
Contracts outstanding at the end of the period, assets (liabilities), net
  $ 168.5     $ 168.5  
 
(a)   Current period changes also include the changes in fair value of new contracts entered into during the period, if any.
Gains and losses on energy-related derivative contracts related to Georgia Power’s fuel hedging program are initially recorded as regulatory liabilities and assets, respectively, and then are included in fuel expense as they are recovered through the fuel cost recovery mechanism. Certain other gains and losses on energy-related derivatives, designated as hedges, are initially deferred in other comprehensive income before being recognized in income in the same period as the hedged transaction. Gains and losses on energy-related derivative contracts that are not designated as hedges are recognized in the statements of income as incurred.
The fair value gain/(loss) of energy-related derivative contracts outstanding at June 30, 2008 was reflected in the financial statements as follows:
         
    Amounts
 
 
  (in millions)
Regulatory liabilities, net
  $ 168.5  
Accumulated other comprehensive income
     
Net income
     
 
Total fair value gain/(loss)
  $ 168.5  
 
Unrealized pre-tax gains and losses recognized in income for the three months and six months ended June 30, 2008 and 2007 for energy-related derivative contracts that are not hedges were not material.
The maturities of the energy-related derivative contracts and the level of the fair value hierarchy in which they fall at June 30, 2008 are as follows:
                         
    June 30, 2008
    Fair Value Measurements
 
    Total   Maturity
    Fair Value   Year 1   1-3 Years
 
    (in millions)
Level 1
  $     $     $  
Level 2
    168.5       120.7       47.8  
Level 3
                 
 
Fair value of contracts outstanding at end of period
  $ 168.5     $ 120.7     $ 47.8  
 

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GEORGIA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As part of the adoption of SFAS No. 157 to increase consistency and comparability in fair value measurements and related disclosures, the table above now uses the three-tier fair value hierarchy, as discussed in Note (C) to the Condensed Financial Statements herein, as opposed to the previously used descriptions “actively quoted,” “external sources,” and “models and other methods.” The three-tier fair value hierarchy focuses on the fair value of the contract itself, whereas the previous descriptions focused on the source of the inputs. Because Georgia Power uses over-the-counter contracts that are not exchange traded but are fair valued using prices which are actively quoted, the valuations of those contracts now appear in Level 2; previously they were shown as “actively quoted.”
For additional information, see MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – “Market Price Risk” of Georgia Power in Item 7 and Notes 1 and 6 to the financial statements of Georgia Power under “Financial Instruments” in Item 8 of the Form 10-K and Note (F) to the Condensed Financial Statements herein.
Financing Activities
In the first quarter 2008, Georgia Power issued $250 million of Series 2008A Floating Rate Senior Notes due March 17, 2010. The proceeds were used to repay a portion of its outstanding short-term indebtedness. In addition, Georgia Power entered into a three-year $300 million long-term floating rate bank loan that bears interest based on one-month LIBOR. Proceeds were used to repay a portion of Georgia Power’s short-term indebtedness and for other corporate purposes, including Georgia Power’s continuous construction activities. Related to the bank note, Georgia Power settled interest rate hedges of $225 million notional amount at a loss of $16 million. These losses were deferred in other comprehensive income and will be amortized to income over the original term of the hedges. Also in the first three months of 2008, Georgia Power entered into derivative transactions designed to mitigate interest rate risk related to taxable floating rate obligations. The total notional amount of these derivatives was $600 million. See Note (F) to the Condensed Financial Statements herein for further details.
Also in the first four months of 2008, Georgia Power converted its entire $819 million of obligations related to auction rate tax-exempt securities from auction rate modes to other interest rate modes. Initially, approximately $332 million of the auction rate tax-exempt securities were converted to fixed interest rate modes and approximately $487 million were converted to daily floating rate modes. Georgia Power also entered into hedges totaling $301 million to hedge interest rate risk on tax-exempt variable rate demand notes in February. In June 2008, Georgia Power converted approximately $98 million of its daily floating rate securities to fixed interest rate modes. See Note (F) to the Condensed Financial Statements herein for further details.
In June 2008, Georgia Power issued $250 million of Series 2008B 5.40% Senior Notes due June 1, 2018. The proceeds were used to repay outstanding short-term indebtedness, a portion of which was incurred to pay at maturity $45 million aggregate principal amount of its Savannah Electric and Power Company Series C 6.55% Senior Notes, and for general corporate purposes. Georgia Power also terminated derivative contracts related to the issuance of $100 million of the Series 2008B Senior Notes. These contracts were settled at a loss of approximately $5 million, which will be amortized over the life of the Series 2008B Senior Notes.
Also in June 2008, Georgia Power incurred obligations related to the issuance of $53 million of pollution control revenue bonds for Georgia Power’s Plant Hammond Project. The proceeds will be held by the trustee and will be transferred to Georgia Power for reimbursement of project costs.
In addition to any financings that may be necessary to meet capital requirements and contractual obligations, Georgia Power plans to continue, when economically feasible, a program to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit.

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GULF POWER COMPANY

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GULF POWER COMPANY
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2008     2007     2008     2007  
    (in thousands)     (in thousands)  
Operating Revenues:
                               
Retail revenues
  $ 284,218     $ 243,379     $ 512,182     $ 462,963  
Wholesale revenues —
                               
Non-affiliates
    25,052       21,004       50,708       44,404  
Affiliates
    26,524       20,813       69,464       60,893  
Other revenues
    14,073       13,198       29,048       26,367  
 
                       
Total operating revenues
    349,867       298,394       661,402       594,627  
 
                       
Operating Expenses:
                               
Fuel
    165,999       133,049       316,126       279,523  
Purchased power —
Non-affiliates
    6,086       1,955       9,212       3,343  
Affiliates
    16,685       10,469       25,428       17,510  
Other operations
    47,023       46,963       94,879       93,013  
Maintenance
    18,751       19,455       37,326       32,657  
Depreciation and amortization
    22,206       21,203       43,910       42,300  
Taxes other than income taxes
    20,803       20,283       41,499       40,489  
 
                       
Total operating expenses
    297,553       253,377       568,380       508,835  
 
                       
Operating Income
    52,314       45,017       93,022       85,792  
Other Income and (Expense):
                               
Allowance for equity funds used during construction
    2,040       485       3,523       864  
Interest income
    709       1,289       1,418       2,897  
Interest expense, net of amounts capitalized
    (10,679 )     (11,377 )     (21,675 )     (22,530 )
Other income (expense), net
    (343 )     (325 )     (1,009 )     (875 )
 
                       
Total other income and (expense)
    (8,273 )     (9,928 )     (17,743 )     (19,644 )
 
                       
Earnings Before Income Taxes
    44,041       35,089       75,279       66,148  
Income taxes
    15,499       12,989       25,656       24,360  
 
                       
Net Income
    28,542       22,100       49,623       41,788  
Dividends on Preference Stock
    1,550       825       3,101       1,650  
 
                       
Net Income After Dividends on Preference Stock
  $ 26,992     $ 21,275     $ 46,522     $ 40,138  
 
                       
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2008     2007     2008     2007  
    (in thousands)     (in thousands)  
Net Income After Dividends on Preference Stock
  $ 26,992     $ 21,275     $ 46,522     $ 40,138  
Other comprehensive income (loss):
                               
Qualifying hedges:
                               
Changes in fair value, net of tax of $404 and $1,978, $(1,077), and $2,537, respectively
    643       3,149       (1,715 )     4,039  
Reclassification adjustment for amounts included in net income, net of tax of $103, $76, $157, and $160, respectively
    162       122       249       255  
 
                       
Total other comprehensive income (loss)
    805       3,271       (1,466 )     4,294  
 
                       
COMPREHENSIVE INCOME
  $ 27,797     $ 24,546     $ 45,056     $ 44,432  
 
                       
The accompanying notes as they relate to Gulf Power are an integral part of these condensed financial statements.

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GULF POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    For the Six Months  
    Ended June 30,  
    2008     2007  
    (in thousands)  
Operating Activities:
               
Net income
  $ 49,623     $ 41,788  
Adjustments to reconcile net income to net cash provided from operating activities —
               
Depreciation and amortization
    46,439       44,827  
Deferred income taxes
    9,215       (12,021 )
Allowance for equity funds used during construction
    (3,523 )     (864 )
Pension, postretirement, and other employee benefits
    554       463  
Stock option expense
    537       891  
Tax benefit of stock options
    109       199  
Hedge settlements
    (5,220 )     3,030  
Other, net
    (61 )     (436 )
Changes in certain current assets and liabilities —
Receivables
    (27,073 )     (6,015 )
Fossil fuel stock
    (26,432 )     (13,473 )
Materials and supplies
    6,669       (1,517 )
Prepaid income taxes
          7,078  
Property damage cost recovery
    12,463       11,440  
Other current assets
    1,339       1,085  
Accounts payable
    6,419       (7,460 )
Accrued taxes
    4,433       6,470  
Accrued compensation
    (6,952 )     (7,990 )
Other current liabilities
    2,838       6,149  
 
           
Net cash provided from operating activities
    71,377       73,644  
 
           
Investing Activities:
               
Property additions
    (149,761 )     (93,207 )
Cost of removal, net of salvage
    (4,519 )     (6,432 )
Construction payables
    5,753       (5,993 )
Other
    (2,883 )     (132 )
 
           
Net cash used for investing activities
    (151,410 )     (105,764 )
 
           
Financing Activities:
               
Decrease in notes payable, net
    (40,801 )     (96,612 )
Proceeds —
               
Senior Notes
          85,000  
Common stock issued to parent
          80,000  
Gross excess tax benefit of stock options
    212       468  
Capital contributions from parent company
    73,060        
Other long-term debt
    110,000        
Redemptions — Senior notes
    (651 )      
Payment of preference stock dividends
    (2,956 )     (1,650 )
Payment of common stock dividends
    (40,850 )     (37,050 )
Other
    (2,141 )     (996 )
 
           
Net cash provided from financing activities
    95,873       29,160  
 
           
Net Change in Cash and Cash Equivalents
    15,840       (2,960 )
Cash and Cash Equivalents at Beginning of Period
    5,348       7,526  
 
           
Cash and Cash Equivalents at End of Period
  $ 21,188     $ 4,566  
 
           
Supplemental Cash Flow Information:
               
Cash paid during the period for —
Interest (net of $1,404 and $381 capitalized for 2008 and 2007, respectively)
  $ 19,831     $ 16,991  
Income taxes (net of refunds)
  $ 17,744     $ 27,824  
The accompanying notes as they relate to Gulf Power are an integral part of these condensed financial statements.

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GULF POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Assets   2008     2007  
    (in thousands)  
Current Assets:
               
Cash and cash equivalents
  $ 21,188     $ 5,348  
Receivables —
               
Customer accounts receivable
    68,968       63,227  
Unbilled revenues
    55,314       39,000  
Under recovered regulatory clause revenues
    71,077       58,435  
Other accounts and notes receivable
    6,220       7,162  
Affiliated companies
    7,240       19,377  
Accumulated provision for uncollectible accounts
    (1,277 )     (1,711 )
Fossil fuel stock, at average cost
    98,901       71,012  
Materials and supplies, at average cost
    39,094       45,763  
Property damage cost recovery
    4,372       18,585  
Other regulatory assets
    8,896       10,220  
Other
    32,126       14,878  
 
           
Total current assets
    412,119       351,296  
 
           
Property, Plant, and Equipment:
               
In service
    2,745,010       2,678,952  
Less accumulated provision for depreciation
    951,726       931,968  
 
           
 
    1,793,284       1,746,984  
Construction work in progress
    215,845       150,870  
 
           
Total property, plant, and equipment
    2,009,129       1,897,854  
 
           
Other Property and Investments
    4,598       4,563  
 
           
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    21,067       17,847  
Prepaid pension costs
    108,757       107,151  
Other regulatory assets
    105,570       97,492  
Other
    43,257       22,784  
 
           
Total deferred charges and other assets
    278,651       245,274  
 
           
Total Assets
  $ 2,704,497     $ 2,498,987  
 
           
The accompanying notes as they relate to Gulf Power are an integral part of these condensed financial statements.

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GULF POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Liabilities and Stockholder's Equity   2008     2007  
    (in thousands)  
Current Liabilities:
               
Notes payable
  $ 3,824     $ 44,625  
Accounts payable —
               
Affiliated
    57,387       39,375  
Other
    60,894       56,823  
Customer deposits
    26,609       24,885  
Accrued taxes —
               
Income taxes
    35,171       30,026  
Other
    16,800       10,577  
Accrued interest
    7,448       7,698  
Accrued compensation
    8,144       15,096  
Other regulatory liabilities
    32,887       6,027  
Other
    20,931       32,023  
 
           
Total current liabilities
    270,095       267,155  
 
           
Long-term Debt
    849,634       740,050  
 
           
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    244,188       240,101  
Accumulated deferred investment tax credits
    12,121       12,988  
Employee benefit obligations
    76,025       74,021  
Other cost of removal obligations
    175,920       172,876  
Other regulatory liabilities
    89,852       82,741  
Other
    80,525       79,802  
 
           
Total deferred credits and other liabilities
    678,631       662,529  
 
           
Total Liabilities
    1,798,360       1,669,734  
 
           
Preference Stock
    97,998       97,998  
 
           
Common Stockholder’s Equity:
               
Common stock, without par value —
               
Authorized - 20,000,000 shares
               
Outstanding - 1,792,717 shares
    118,060       118,060  
Paid-in capital
    508,899       435,008  
Retained earnings
    186,445       181,986  
Accumulated other comprehensive loss
    (5,265 )     (3,799 )
 
           
Total common stockholder’s equity
    808,139       731,255  
 
           
Total Liabilities and Stockholder’s Equity
  $ 2,704,497     $ 2,498,987  
 
           
The accompanying notes as they relate to Gulf Power are an integral part of these condensed financial statements.

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GULF POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SECOND QUARTER 2008 vs. SECOND QUARTER 2007
AND
YEAR-TO-DATE 2008 vs. YEAR-TO-DATE 2007
OVERVIEW
Gulf Power operates as a vertically integrated utility providing electricity to retail customers within its traditional service area located in northwest Florida and to wholesale customers in the Southeast. Many factors affect the opportunities, challenges, and risks of Gulf Power’s business of selling electricity. These factors include the ability to maintain a stable regulatory environment, to achieve energy sales growth, and to effectively manage and secure timely recovery of rising costs. These costs include those related to growing demand, increasingly stringent environmental standards, fuel costs, and storm restoration costs. Appropriately balancing the need to recover these increasing costs with customer prices will continue to challenge Gulf Power for the foreseeable future.
Gulf Power continues to focus on several key performance indicators. These indicators include customer satisfaction, plant availability, system reliability, and net income after dividends on preference stock. For additional information on these indicators, see MANAGEMENT’S DISCUSSION AND ANALYSIS – OVERVIEW – “Key Performance Indicators” of Gulf Power in Item 7 of the Form 10-K.
RESULTS OF OPERATIONS
Net Income
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$5.7   26.9   $6.4   15.9
 
Gulf Power’s net income after dividends on preference stock for the second quarter 2008 was $27.0 million compared to $21.3 million for the corresponding period in 2007. The increase was primarily due to more favorable weather, higher wholesale capacity revenues from non-affiliates, and increased allowance for equity funds used during construction (AFUDC), partially offset by increased income taxes.
Gulf Power’s net income after dividends on preference stock for year-to-date 2008 was $46.5 million compared to $40.1 million for the corresponding period in 2007. The increase was primarily due to more favorable weather, higher wholesale capacity revenues from non-affiliates, and increased AFUDC. The increase was partially offset by higher operations and maintenance expenses due to scheduled maintenance at generation facilities.
Retail Revenues
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$40.8   16.8   $49.2   10.6
 
In the second quarter 2008, retail revenues were $284.2 million compared to $243.4 million for the corresponding period in 2007. For year-to-date 2008, retail revenues were $512.2 million compared to $463.0 million for the corresponding period in 2007.

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GULF POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Details of the change to retail revenues are as follows:
                                 
    Second Quarter   Year-to-Date
    2008   2008
 
    (in millions)   (% change)   (in millions)   (% change)
Retail – prior year
  $ 243.4             $ 463.0          
Estimated change in —
Rates and pricing
    1.4       0.6       2.8       0.6  
Sales growth
    (1.9 )     (0.8 )     0.4       0.1  
Weather
    3.3       1.4       4.4       0.9  
Fuel and other cost recovery
    38.0       15.6       41.6       9.0  
 
Retail – current year
  $ 284.2       16.8 %   $ 512.2       10.6 %
 
Revenues associated with changes in rates and pricing increased in the second quarter and year-to-date 2008 when compared to the same periods in 2007 primarily due to cost recovery provisions for energy conservation costs and environmental compliance costs. Annually, Gulf Power petitions the Florida PSC for recovery of projected costs including any true-up amount from prior periods, and approved rates are implemented each January. These recovery provisions include related expenses and a return on average net investment. See Note 1 to the financial statements of Gulf Power under “Revenues” and Note 3 to the financial statements of Gulf Power under “Environmental Remediation” and “Retail Regulatory Matters – Environmental Cost Recovery” in Item 8 of the Form 10-K for additional information.
Revenues attributable to changes in sales growth decreased in the second quarter 2008 when compared to the same period in 2007. Weather-adjusted KWH energy sales to residential customers and commercial customers decreased 6.4% and 1.0%, respectively. The decrease in weather-adjusted KWH energy sales to residential customers was primarily due to lower home occupancy rates. Weather-adjusted KWH energy sales to industrial customers increased 18.5%. The increase in weather-adjusted KWH energy sales to industrial customers was primarily a result of decreased customer co-generation due to the higher cost of natural gas. Revenues attributable to changes in sales growth increased year-to-date 2008 when compared to the same period in 2007. Weather-adjusted KWH energy sales to residential customers decreased 3.9%, primarily due to lower home occupancy rates. Weather-adjusted KWH energy sales to commercial and industrial customers increased 0.7% and 12.0%, respectively. The increase in weather-adjusted KWH energy sales to industrial customers was primarily a result of decreased customer co-generation due to the higher cost of natural gas.
Revenues attributable to changes in weather increased in the second quarter and year-to-date 2008 when compared to the corresponding periods in 2007. These increases were due to more favorable weather.
Fuel and other cost recovery revenues increased in the second quarter and year-to-date 2008 when compared to the corresponding periods in 2007 primarily due to higher fuel and purchased power expenses. Fuel and other cost recovery revenues include fuel expenses, the energy component of purchased power costs, purchased power capacity costs, and revenues related to the recovery of storm damage restoration costs. Annually, Gulf Power petitions the Florida PSC for recovery of projected fuel and purchased power costs including any true-up amount from prior periods, and approved rates are implemented each January. The recovery provisions generally equal the related expenses and have no material effect on net income. See FUTURE EARNINGS POTENTIAL – “FERC and Florida PSC Matters – Retail Fuel Cost Recovery” herein and MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “PSC Matters – Fuel Cost Recovery” of Gulf Power in Item 7 and Note 1 to the financial statements of Gulf Power under “Revenues” and “Property Damage Reserve” and Note 3 to the financial statements of Gulf Power under “Retail Regulatory Matters – Storm Damage Cost Recovery” in Item 8 of the Form 10-K for additional information.

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GULF POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Wholesale Revenues – Non-Affiliates
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$4.0
  19.3   $6.3   14.2
 
Wholesale revenues from non-affiliates are predominantly unit power sales under long-term contracts to other Florida utilities. Revenues from these contracts have both capacity and energy components. Capacity revenues reflect the recovery of fixed costs and a return on investment under the contracts. Energy is generally sold at variable cost.
In the second quarter 2008, wholesale revenues from non-affiliates were $25.0 million compared to $21.0 million for the corresponding period in 2007. For year-to-date 2008, wholesale revenues from non-affiliates were $50.7 million compared to $44.4 million for the corresponding period in 2007. These increases were primarily a result of higher energy revenues caused by increased fuel costs and higher capacity revenues associated with new and existing territorial wholesale contracts.
Wholesale Revenues – Affiliates
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$5.7   27.4   $8.6   14.1
 
Wholesale revenues from affiliates will vary depending on demand and the availability and cost of generating resources at each company within the Southern Company system. These affiliate sales are made in accordance with the IIC, as approved by the FERC. These transactions do not have a significant impact on earnings since this energy is generally sold at marginal cost.
In the second quarter 2008, wholesale revenues from affiliates were $26.5 million compared to $20.8 million for the corresponding period in 2007. For year-to-date, wholesale revenues from affiliates were $69.5 million compared to $60.9 million for the corresponding period in 2007. These increases were primarily a result of higher Power Pool interchange energy rates produced by rising fuel costs, partially offset by decreased KWH sales.
Other Revenues
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$0.9   6.6   $2.7   10.2
 
In the second quarter 2008, other revenues were $14.1 million compared to $13.2 million for the same period in 2007. For year-to-date 2008, other revenues were $29.0 million compared to $26.3 million for the same period in 2007. These increases were primarily related to the settlement of a transmission service agreement with Calpine Corporation and increases in other transmission services.

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GULF POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Fuel and Purchased Power Expenses
                                 
    Second Quarter 2008   Year-to-Date 2008
    vs.   vs.
    Second Quarter 2007   Year-to-Date 2007
 
    (change in millions)   (% change)   (change in millions)   (% change)
Fuel
  $ 33.0       24.8     $ 36.6       13.1  
Purchased power – non-affiliates
    4.1       211.3       5.9       175.6  
Purchased power – affiliates
    6.2       59.4       7.9       45.2  
                     
Total fuel and purchased power expenses
  $ 43.3             $ 50.4          
                     
In the second quarter 2008, total fuel and purchased power expenses were $188.8 million compared to $145.5 million for the corresponding period in 2007. The net increase in fuel and purchased power expenses was due to a $42.5 million increase in the average cost of fuel and purchased power as well as a $4.0 million increase in KWHs purchased, partially offset by a $3.2 million decrease in KWHs generated.
For year-to-date 2008, total fuel and purchased power expenses were $350.7 million compared to $300.3 million for the corresponding period in 2007. The net increase in fuel and purchased power expenses was due to a $60.4 million increase in the average cost of fuel and purchased power as well as a $2.2 million increase in KWHs purchased, partially offset by a $12.2 million decrease in KWHs generated.
Fuel and purchased power transactions do not have a significant impact on earnings since energy expenses are generally offset by energy revenues through Gulf Power’s fuel cost recovery clause. See FUTURE EARNINGS POTENTIAL – “FERC and Florida PSC Matters – Retail Fuel Cost Recovery” herein for additional information.
Details of Gulf Power’s cost of generation and purchased power are as follows:
                                                 
    Second Quarter   Second Quarter   Percent   Year-to-Date   Year-to-Date   Percent
Average Cost   2008   2007   Change   2008   2007   Change
 
    (cents per net KWH)           (cents per net KWH)        
Fuel
    4.26       3.33       27.9       4.03       3.41       18.2  
Purchased power
    10.73       7.71       39.2       8.90       5.92       50.3  
 
In the second quarter 2008, fuel expense was $166.0 million compared to $133.0 million in the same period in 2007. The increase was due to a $36.2 million increase in the average cost of fuel, partially offset by a $3.2 million decrease related to total KWHs generated. The average cost of coal per KWH generated increased 20.4% primarily as a result of increases in commodity and transportation costs. The average cost of oil and natural gas per KWH generated increased 32.3% primarily as a result of increases in commodity prices.
For year-to-date 2008, fuel expense was $316.1 million compared to $279.5 million in the same period in 2007. The increase was due to a $48.8 million increase in the average cost of fuel, partially offset by a $12.2 million decrease related to total KWHs generated. The average cost of coal per KWH generated increased 17.4% primarily as a result of increases in commodity and transportation costs. The average cost of oil and natural gas per KWH generated increased 17.6% primarily as a result of increases in commodity prices.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Non-affiliates
In the second quarter 2008, purchased power from non-affiliates was $6.1 million compared to $2.0 million for the same period in 2007. The increase was due to a $3.2 million increase resulting from the higher average cost per KWH and a $0.9 million increase in total KWHs purchased.
For year-to-date 2008, purchased power from non-affiliates was $9.2 million compared to $3.3 million for the same period in 2007. The increase was due to a $5.7 million increase resulting from the higher average cost per KWH and a $0.2 million increase in total KWHs purchased.
Energy purchases from non-affiliates will vary depending on the market cost of available energy compared to the cost of Southern Company system-generated energy, demand for energy within the Southern Company system service territory, and availability of Southern Company system generation.
Affiliates
In the second quarter 2008, purchased power from affiliates was $16.7 million compared to $10.5 million for the corresponding period in 2007. The increase was due to a $3.7 million increase resulting from the higher average cost per KWH and a $2.5 million increase in total KWHs purchased.
For year-to-date 2008, purchased power from affiliates was $25.4 million compared to $17.5 million for the corresponding period in 2007. The increase was due to a $5.5 million increase resulting from the higher average cost per KWH and a $2.4 million increase in total KWHs purchased.
Energy purchases from affiliates will vary depending on demand and the availability and cost of generating resources at each company within the Southern Company system. These purchases are made in accordance with the IIC, as approved by the FERC.
Other Operations and Maintenance Expenses
                                 
    Second Quarter 2008   Year-to-Date 2008
    vs.   vs.
    Second Quarter 2007   Year-to-Date 2007
 
    (change in millions)   (% change)   (change in millions)   (% change)
Other operations
  $ 0.1       0.1     $ 1.8       2.0  
Maintenance
    (0.7 )     (3.6 )     4.7       14.3  
                     
Total other operations and maintenance
  $ (0.6 )           $ 6.5          
                     
The second quarter 2008 decrease in other operations and maintenance expenses when compared to the same period in 2007 was not material. For year-to-date 2008, other operations and maintenance expenses were $132.2 million compared to $125.7 million for the same period in 2007. The increase was primarily due to a $3.5 million increase in scheduled maintenance at generation facilities and a $1.4 million increase in distribution contract labor costs.

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Allowance for Equity Funds Used During Construction
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$1.5
  320.6   $2.6   307.8
 
In the second quarter 2008, AFUDC was $2.0 million compared to $0.5 million for the corresponding period in 2007. For year-to-date 2008, AFUDC was $3.5 million compared to $0.9 million for the corresponding period in 2007. These increases were primarily due to the construction of environmental control projects.
Interest Income
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$(0.6)   (45.0)   $(1.5)   (51.1)
 
In the second quarter 2008, interest income was $0.7 million compared to $1.3 million for the same period in 2007. For year-to-date 2008, interest income was $1.4 million compared to $2.9 million for the same period in 2007. These decreases were primarily a result of lower variable interest rates charged against the under recovered fuel balance and a decrease in the property damage reserve balance. The Florida PSC has authorized the calculation of interest on under recovered regulatory clause revenues at 30-day commercial paper rates.
Interest Expense, Net of Amounts Capitalized
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$(0.7)   (6.1)   $(0.8)   (3.8)
 
In the second quarter 2008, interest expense was $10.7 million compared to $11.4 million for the same period in 2007. For year-to-date 2008, interest expense was $21.7 million compared to $22.5 million for the same period in 2007. These decreases were primarily due to capitalization of the allowance for debt funds used during construction related to the construction of environmental control projects.
Income Taxes
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$2.5   19.3   $1.3   5.3
 
In the second quarter 2008, income taxes were $15.5 million compared to $13.0 million for the same period in 2007. The increase was primarily a result of higher earnings before income taxes, partially offset by the tax benefit associated with an increase in AFUDC.
For year-to-date 2008, income taxes were $25.7 million compared to $24.4 million for the same period in 2007. The increase was primarily a result of higher earnings before income taxes. This increase was partially offset by an increase in the federal production activities deduction and the tax benefit associated with an increase in AFUDC.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Dividends on Preference Stock
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$0.7   87.9   $1.4   87.9
 
In the second quarter 2008, dividends on preference stock were $1.5 million compared to $0.8 million for the same period in 2007. For year-to-date 2008, dividends on preference stock were $3.1 million compared to $1.7 million for the same period in 2007. These increases resulted from the issuance of $45 million of 6.45% Preference Stock in September 2007.
FUTURE EARNINGS POTENTIAL
The results of operations discussed above are not necessarily indicative of Gulf Power’s future earnings potential. The level of Gulf Power’s future earnings depends on numerous factors that affect the opportunities, challenges, and risks of Gulf Power’s business of selling electricity. These factors include Gulf Power’s ability to maintain a stable regulatory environment that continues to allow for the recovery of all prudently incurred costs during a time of increasing costs. Future earnings in the near term will depend, in part, upon growth in energy sales, which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in Gulf Power’s service area. For additional information relating to these issues, see RISK FACTORS in Item 1A and MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL of Gulf Power in Item 7 of the Form 10-K.
Environmental Matters
Compliance costs related to the Clean Air Act and other environmental statutes and regulations could affect earnings if such costs cannot continue to be fully recovered in rates on a timely basis. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters” of Gulf Power in Item 7 and Note 3 to the financial statements of Gulf Power under “Environmental Matters” in Item 8 of the Form 10-K for additional information.
New Source Review Actions
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters – New Source Review Actions” of Gulf Power in Item 7 and Note 3 to the financial statements of Gulf Power under “Environmental Matters – New Source Review Actions” in Item 8 of the Form 10-K for additional information regarding notices of violation issued by the EPA relating to Gulf Power’s Plant Crist and a unit partially owned by Gulf Power at Plant Scherer and civil actions brought by the EPA against Alabama Power and Georgia Power alleging that these companies had violated the NSR provisions of the Clean Air Act and related state laws with respect to certain of their coal-fired generating facilities. In the action involving Alabama Power, on July 24, 2008, the U.S. District Court for the Northern District of Alabama granted partial summary judgment in favor of Alabama Power regarding the proper legal test for determining whether projects are routine maintenance, repair, and replacement and therefore are excluded from NSR permitting. The decision does not resolve the case, the ultimate outcome of which cannot be determined at this time.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Clean Air Interstate Rule
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters – Environmental Statutes and Regulations – Air Quality” of Gulf Power in Item 7 of the Form 10-K for background regarding the Clean Air Interstate Rule (CAIR). On July 11, 2008, in response to petitions brought by certain states and regulated industries challenging particular aspects of CAIR, the U.S. Court of Appeals for the District of Columbia Circuit issued a decision vacating CAIR in its entirety and remanding it to the EPA for further action consistent with its opinion. Gulf Power’s overall environmental compliance strategy has been developed in response to numerous federal and state regulatory requirements, many of which remain unaffected by the court’s ruling; however, the court’s decision has the potential to impact future decision making regarding capital expenditures, the installation and operation of pollution control equipment, and the purchase, use, and associated carrying values of emissions allowances. The ultimate impact of the court’s decision cannot be determined at this time and may depend on subsequent legal action, including issuance of the court’s mandate, and future rulemaking and regulatory treatment.
Eight-Hour Ozone Regulations
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters – Environmental Statutes and Regulations – Air Quality” of Gulf Power in Item 7 of the Form 10-K for additional information regarding revisions to the eight-hour ozone air quality standard. In March 2008, the EPA finalized its revisions to the eight-hour ozone standard, increasing its stringency. The EPA plans to designate nonattainment areas based on the new standard by 2010, and new nonattainment areas within Gulf Power’s service territory are expected. The ultimate outcome of this matter cannot be determined at this time and will depend on subsequent legal action and/or future nonattainment designations and regulatory plans.
Carbon Dioxide Litigation
On February 26, 2008, the Native Village of Kivalina and the City of Kivalina filed a suit in the U.S. District Court for the Northern District of California against several electric utilities (including Southern Company), several oil companies, and a coal company. The plaintiffs are the governing bodies of an Inupiat village in Alaska. The plaintiffs contend that the village is being destroyed by erosion allegedly caused by global warming that the plaintiffs attribute to emissions of greenhouse gases by the defendants. The plaintiffs assert claims for public and private nuisance and contend that the defendants have acted in concert and are therefore jointly and severally liable for the plaintiffs’ damages. The suit seeks damages for lost property values and for the cost of relocating the village, which cost is alleged to be $95 million to $400 million. On June 30, 2008, all defendants filed motions to dismiss this case. Southern Company believes that these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. The ultimate outcome of this matter cannot be determined at this time.
Global Climate Issues
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters – Global Climate Issues” of Gulf Power in Item 7 of the Form 10-K for additional information regarding executive orders issued by the Governor of the State of Florida addressing reduction of greenhouse gas emissions within the state. On June 25, 2008, Florida’s Governor signed comprehensive energy-related legislation that includes authorization for the Florida Department of Environmental Protection to

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
adopt rules for a cap-and-trade regulatory program to address greenhouse gas emissions from electric utilities, conditioned upon their ratification by the legislature no sooner than the 2010 legislative session. This legislation also authorizes the Florida PSC to adopt a renewable portfolio standard for public utilities, subject to legislative ratification. The impact of this legislation on Gulf Power will depend on the development, adoption, legislative ratification, implementation, and potential legal challenges in connection with rules governing greenhouse gas emissions and mandates regarding the use of renewable energy, and the ultimate outcome cannot be determined at this time.
FERC and Florida PSC Matters
Retail Fuel Cost Recovery
Gulf Power has established fuel cost recovery rates approved by the Florida PSC. In recent years, Gulf Power has experienced higher than expected fuel costs for coal and natural gas. If the projected fuel revenue over or under recovery exceeds 10% of the projected fuel revenue applicable for the period, Gulf Power is required to notify the Florida PSC and indicate if an adjustment to the fuel cost recovery factor is being requested. Gulf Power filed a petition on June 20, 2008 with the Florida PSC requesting an adjustment to the fuel cost recovery factor. On July 29, 2008, the Florida PSC approved Gulf Power’s request for an increase of approximately 28.3% in the fuel factor for retail customers. This change represents an increase of 11.3% for a residential customer billing of 1,000 KWH per month. The increase will result in the recovery of $38.2 million of the projected under recovered balance during the period September through December 2008. The remaining portion of the projected under recovered balance is expected to be recovered in 2009. The fuel cost recovery factor will be reviewed again by the Florida PSC in November 2008 as a normal part of its ongoing oversight over fuel cost recovery matters with the resulting adjustment to rates to take effect in January 2009.
Under recovered fuel costs at June 30, 2008 totaled $77.7 million, compared to $56.6 million at December 31, 2007. Approximately $68.6 million of the $77.7 million is included in under recovered regulatory clause revenues and approximately $9.1 million is included in deferred charges and other assets on Gulf Power’s Condensed Balance Sheets herein. Fuel cost recovery revenues, as recorded on the financial statements, are adjusted for differences in actual recoverable costs and amounts billed in current regulated rates. Accordingly, any change in the billing factor would have no significant effect on Gulf Power’s revenues or net income, but would affect cash flow. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “PSC Matters – Fuel Cost Recovery” of Gulf Power in Item 7 and Note 1 to the financial statements of Gulf Power under “Revenues” in Item 8 of the Form 10-K for additional information.
Income Tax Matters
Bonus Depreciation
On February 13, 2008, President Bush signed the Economic Stimulus Act of 2008 (Stimulus Act) into law. The Stimulus Act includes a provision that allows 50% bonus depreciation for certain property acquired in 2008 and placed in service in 2008 or, in certain limited cases, 2009. The State of Florida does not allow the bonus depreciation deduction allowed by the Stimulus Act for state income tax purposes. Gulf Power is currently assessing the financial implications of the Stimulus Act and estimates the cash flow reduction to tax payments for 2008 to be between $7 million and $12 million.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Other Matters
Gulf Power is involved in various other matters being litigated and regulatory matters that could affect future earnings. In addition, Gulf Power is subject to certain claims and legal actions arising in the ordinary course of business. Gulf Power’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, common law nuisance, and citizen enforcement of environmental requirements such as opacity and air and water quality standards, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such pending or potential litigation against Gulf Power cannot be predicted at this time; however, for current proceedings not specifically reported herein or in Note 3 to the financial statements of Gulf Power in Item 8 of the Form 10-K, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on Gulf Power’s financial statements.
See the Notes to the Condensed Financial Statements herein for discussion of various other contingencies, regulatory matters, and other matters being litigated which may affect future earnings potential.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
Gulf Power prepares its financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements of Gulf Power in Item 8 of the Form 10-K. In the application of these policies, certain estimates are made that may have a material impact on Gulf Power’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. See MANAGEMENT’S DISCUSSION AND ANALYSIS – ACCOUNTING POLICIES – “Application of Critical Accounting Policies and Estimates” of Gulf Power in Item 7 of the Form 10-K for a complete discussion of Gulf Power’s critical accounting policies and estimates related to Electric Utility Regulation, Contingent Obligations, and Unbilled Revenues.
FINANCIAL CONDITION AND LIQUIDITY
Overview
Gulf Power’s financial condition remained stable at June 30, 2008. Net cash provided from operating activities totaled $71.4 million for the first six months of 2008, compared to $73.6 million for the corresponding period in 2007. The $2.2 million decrease in cash provided from operating activities was primarily due to a $21.1 million increase in cash outflow for receivables, partially offset by an increase in cash inflow of $13.9 million from accounts payable and $8.2 million from materials and supplies in the first six months of 2008. Net cash used for investing activities totaled $151.4 million primarily due to gross property additions to utility plant of $149.8 million in the first six months of 2008. These additions were primarily related to installation of equipment to comply with environmental requirements. Net cash provided from financing activities totaled $95.9 million for the first six months of 2008, compared to $29.2 million for the corresponding period in 2007. The $66.7 million increase in cash provided from financing activities was primarily due to the issuance of $110 million in

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long-term debt, $73.1 million in capital contributions received from Southern Company, and a $55.8 million decrease in cash flows related to notes payable, partially offset by the issuance of $85.0 million in senior notes in 2007 and an $80.0 million common stock issuance to Southern Company in 2007.
Significant balance sheet changes for the first six months of 2008 include a net increase of $111.3 million in property, plant, and equipment, primarily related to environmental control projects, a $25.6 million change in energy-related derivative contracts, and a $21.1 million increase in under recovered regulatory clause revenues related to fuel.
Capital Requirements and Contractual Obligations
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY “Capital Requirements and Contractual Obligations” of Gulf Power in Item 7 of the Form 10-K for a description of Gulf Power’s capital requirements for its construction program, maturities of long-term debt, leases, derivative obligations, preference stock dividends, purchase commitments, and trust funding requirements. Prior to maturity, Gulf Power repaid $0.7 million of senior notes in the first six months of 2008. At June 30, 2008 Gulf Power had no scheduled maturities of long-term debt through June 30, 2009.
Sources of Capital
Gulf Power plans to obtain the funds required for construction and other purposes from sources similar to those utilized in the past. Recently, Gulf Power has utilized funds from operating cash flows, short-term debt, external security offerings, a long term bank note, and equity contributions from Southern Company. However, the amount, type, and timing of any future financings, if needed, will depend upon regulatory approval, prevailing market conditions, and other factors. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – “Sources of Capital” of Gulf Power in Item 7 of the Form 10-K for additional information.
Gulf Power’s current liabilities frequently exceed current assets because of the continued use of short-term debt as a funding source to meet cash needs which can fluctuate significantly due to the seasonality of the business. To meet short-term cash needs and contingencies, Gulf Power had at June 30, 2008 approximately $21.2 million of cash and cash equivalents and $130 million of unused committed lines of credit with banks. Of these credit agreements, $110 million expire in 2008, $20 million expire in 2009, and $105 million contain provisions allowing one-year term loans executable at expiration. During the second quarter 2008, Gulf Power increased an existing committed line of credit with a local bank by $5 million. Gulf Power expects to renew its credit facilities, as needed, prior to expiration. See Note 6 to the financial statements of Gulf Power under “Bank Credit Arrangements” in Item 8 of the Form 10-K for additional information. These credit arrangements provide liquidity support to Gulf Power’s commercial paper program and have $70 million dedicated to funding purchase obligations related to variable rate pollution control bonds. Gulf Power may also meet short-term cash needs through a Southern Company subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of Gulf Power and other Southern Company subsidiaries. At June 30, 2008, Gulf Power had no commercial paper outstanding. Management believes that the need for working capital can be adequately met by utilizing commercial paper programs and lines of credit without maintaining large cash balances.

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Credit Rating Risk
Gulf Power does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain contracts that could require collateral, but not accelerated payment, in the event of a credit rating change to BBB- or Baa3, or below. These contracts are primarily for physical electricity purchases and sales. At June 30, 2008, the maximum potential collateral requirements at a BBB- or Baa3 rating were approximately $42 million. At June 30, 2008, the maximum potential collateral requirements at a rating below BBB- or Baa3 were approximately $105 million. Generally, collateral may be provided for by a Southern Company guaranty, letter of credit, or cash.
Gulf Power, along with all members of the Power Pool, is party to certain energy-related derivative agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade for Alabama Power and/or Georgia Power. These agreements are primarily for natural gas and power price risk management activities. At June 30, 2008, Gulf Power’s total exposure to these types of agreements was approximately $68 million.
Market Price Risk
Gulf Power’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2007 reporting period. In addition, Gulf Power is not aware of any facts or circumstances that would significantly affect such exposures in the near term.
Due to cost-based rate regulation, Gulf Power has limited exposure to market volatility in interest rates, commodity fuel prices, and prices of electricity. To mitigate residual risks relative to movements in electricity prices, Gulf Power enters into physical fixed-price contracts for the purchase and sale of electricity through the wholesale electricity market. Gulf Power has also implemented a fuel-hedging program with the approval of the Florida PSC.
The changes in fair value of energy-related derivative contracts and valuations at June 30, 2008 were as follows:
                 
    Second Quarter   Year-to-Date
    2008   2008
    Changes   Changes
 
    Fair Value
 
    (in millions)
Contracts outstanding at the beginning of the period, assets (liabilities), net
  $ 14.0     $ (0.2 )
Contracts realized or settled
    (4.3 )     (3.1 )
Current period changes(a)
    15.7       28.7  
 
Contracts outstanding at the end of the period, assets (liabilities), net
  $ 25.4     $ 25.4  
 
(a)   Current period changes also include the changes in fair value of new contracts entered into during the period, if any.
Gains and losses on energy-related derivative contracts related to Gulf Power’s fuel hedging program are initially recorded as regulatory liabilities and assets, respectively, and then are included in fuel expense as they are recovered through the fuel cost recovery clause. Certain other gains and losses on energy-related derivatives, designated as hedges, are initially deferred in other comprehensive income before being recognized in income in the same period as the hedged transaction. Gains and losses on energy-related derivative contracts that are not designated as hedges are recognized in the statements of income as incurred.

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The fair value gain/(loss) of energy-related derivative contracts outstanding at June 30, 2008 was reflected in the financial statements as follows:
         
    Amounts
 
    (in millions)
Regulatory liabilities, net
  $ 25.4  
Accumulated other comprehensive income
     
Net income
     
 
Total fair value gain/(loss)
  $ 25.4  
 
Unrealized pre-tax gains and losses recognized in income for the three months and six months ended June 30, 2008 and 2007 for energy-related derivative contracts that are not hedges were not material.
The maturities of the energy-related derivative contracts and the level of the fair value hierarchy in which they fall at June 30, 2008 are as follows:
                         
    June 30, 2008
    Fair Value Measurements
 
    Total   Maturity
    Fair Value   Year 1   1-3 Years
 
    (in millions)
Level 1
  $     $     $  
Level 2
    25.4       16.9       8.5  
Level 3
                 
 
Fair value of contracts outstanding at end of period
  $ 25.4     $ 16.9     $ 8.5  
 
As part of the adoption of SFAS No. 157 to increase consistency and comparability in fair value measurements and related disclosures, the table above now uses the three-tier fair value hierarchy, as discussed in Note (C) to the Condensed Financial Statements herein, as opposed to the previously used descriptions “actively quoted,” “external sources,” and “models and other methods.” The three-tier fair value hierarchy focuses on the fair value of the contract itself, whereas the previous descriptions focused on the source of the inputs. Because Gulf Power uses over-the-counter contracts that are not exchange traded but are fair valued using prices which are actively quoted, the valuations of those contracts now appear in Level 2; previously they were shown as “actively quoted.”
For additional information, see MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – “Market Price Risk” of Gulf Power in Item 7 and Notes 1 and 6 to the financial statements of Gulf Power under “Financial Instruments” in Item 8 of the Form 10-K and Note (F) to the Condensed Financial Statements herein.
Financing Activities
In April 2008, Gulf Power entered into a $110 million term loan agreement that bears interest based on one-month LIBOR and borrowed $80 million under such agreement. In June 2008, Gulf Power borrowed the remaining $30 million under the term loan agreement. Proceeds were used to repay a portion of Gulf Power’s short-term indebtedness and for other general corporate purposes, including Gulf Power’s continuous construction activities. In connection with the term loan agreement, Gulf Power terminated $80 million of

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derivative transactions at a loss of $5.2 million. The loss was deferred in accumulated other comprehensive income and will be amortized over the original life of the hedge, which is a 10-year period.
Also in 2008, Gulf Power converted its entire $141 million of obligations related to auction rate tax-exempt securities from auction rate modes to other interest rate modes. Approximately $75 million of the auction rate tax-exempt securities were converted to fixed interest rate modes and approximately $66 million were converted to daily floating rate modes.
In addition to any financings that may be necessary to meet capital requirements, contractual obligations, and storm-recovery, Gulf Power plans to continue, when economically feasible, a program to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit.

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MISSISSIPPI POWER COMPANY

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CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2008     2007     2008     2007  
    (in thousands)     (in thousands)  
Operating Revenues:
                               
Retail revenues
  $ 187,121     $ 182,145     $ 355,510     $ 338,269  
Wholesale revenues —
                               
Non-affiliates
    83,595       76,702       168,401       153,996  
Affiliates
    22,546       9,657       50,925       28,572  
Other revenues
    4,670       4,712       8,512       9,205  
 
                       
Total operating revenues
    297,932       273,216       583,348       530,042  
 
                       
Operating Expenses:
                               
Fuel
    138,857       122,158       268,973       243,917  
Purchased power —
                               
Non-affiliates
    5,426       1,259       7,681       2,213  
Affiliates
    17,484       17,040       43,482       29,464  
Other operations
    45,618       43,109       92,303       86,956  
Maintenance
    17,750       17,331       35,838       31,278  
Depreciation and amortization
    17,101       15,153       35,098       29,381  
Taxes other than income taxes
    16,286       15,495       31,851       28,338  
 
                       
Total operating expenses
    258,522       231,545       515,226       451,547  
 
                       
Operating Income
    39,410       41,671       68,122       78,495  
Other Income and (Expense):
                               
Interest income
    184       424       593       999  
Interest expense, net of amounts capitalized
    (4,393 )     (4,365 )     (8,833 )     (9,437 )
Other income (expense), net
    2,901       5,105       4,519       4,977  
 
                       
Total other income and (expense)
    (1,308 )     1,164       (3,721 )     (3,461 )
 
                       
Earnings Before Income Taxes
    38,102       42,835       64,401       75,034  
Income taxes
    13,664       16,122       23,358       28,252  
 
                       
Net Income
    24,438       26,713       41,043       46,782  
Dividends on Preferred Stock
    433       433       866       866  
 
                       
Net Income After Dividends on Preferred Stock
  $ 24,005     $ 26,280     $ 40,177     $ 45,916  
 
                       
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2008     2007     2008     2007  
    (in thousands)     (in thousands)  
Net Income After Dividends on Preferred Stock
  $ 24,005     $ 26,280     $ 40,177     $ 45,916  
Other comprehensive income (loss):
                               
Qualifying hedges:
                               
Changes in fair value, net of tax of $(144), $408, $(1,454), and $46, respectively
    (233 )     657       (2,347 )     73  
 
                       
COMPREHENSIVE INCOME
  $ 23,772     $ 26,937     $ 37,830     $ 45,989  
 
                       
The accompanying notes as they relate to Mississippi Power are an integral part of these condensed financial statements.

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MISSISSIPPI POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    For the Six Months  
    Ended June 30,  
    2008     2007  
    (in thousands)  
Operating Activities:
               
Net income
  $ 41,043     $ 46,782  
Adjustments to reconcile net income to net cash provided from operating activities —
               
Depreciation and amortization
    37,231       34,116  
Deferred income taxes and investment tax credits, net
    (8,732 )     (12,089 )
Plant Daniel capacity
          (2,829 )
Pension, postretirement, and other employee benefits
    3,765       3,928  
Stock option expense
    555       830  
Tax benefit of stock options
    95       238  
Hurricane Katrina grant proceeds-property reserve
          60,000  
Other, net
    (10,640 )     (15,859 )
Changes in certain current assets and liabilities —
               
Receivables
    (22,108 )     16,671  
Fossil fuel stock
    (30,521 )     (23,319 )
Materials and supplies
    (13,569 )     (880 )
Prepaid income taxes
    1,607       19,666  
Other current assets
    272       (764 )
Hurricane Katrina grant proceeds
          14,345  
Hurricane Katrina accounts payable
          5,440  
Other accounts payable
    14,947       (9,313 )
Accrued taxes
    (20,369 )     (2,669 )
Accrued compensation
    (12,379 )     (13,420 )
Other current liabilities
    19,802       (77 )
 
           
Net cash provided from operating activities
    999       120,797  
 
           
Investing Activities:
               
Property additions
    (57,404 )     (56,089 )
Cost of removal, net of salvage
    (424 )     7,113  
Construction payables
    (7,275 )     (408 )
Hurricane Katrina capital grant proceeds
    7,314       10,869  
Other
    (998 )     527  
 
           
Net cash used for investing activities
    (58,787 )     (37,988 )
 
           
Financing Activities:
               
Increase (decrease) in notes payable, net
    10,669       (774 )
Proceeds —
               
Capital contributions
    2,714       (3 )
Gross excess tax benefit of stock options
    253       478  
Other long-term debt
    80,000        
Redemptions — Long-term debt
          (36,082 )
Payment of preferred stock dividends
    (866 )     (866 )
Payment of common stock dividends
    (34,200 )     (33,650 )
Other
    (1,470 )      
 
           
Net cash provided from (used for) financing activities
    57,100       (70,897 )
 
           
Net Change in Cash and Cash Equivalents
    (688 )     11,912  
Cash and Cash Equivalents at Beginning of Period
    4,827       4,214  
 
           
Cash and Cash Equivalents at End of Period
  $ 4,139     $ 16,126  
 
           
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest (net of $58 and $0 capitalized for 2008 and 2007, respectively)
  $ 7,844     $ 9,046  
Income taxes (net of refunds)
  $ 32,628     $ (270 )
The accompanying notes as they relate to Mississippi Power are an integral part of these condensed financial statements.

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MISSISSIPPI POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Assets   2008     2007  
    (in thousands)  
Current Assets:
               
Cash and cash equivalents
  $ 4,139     $ 4,827  
Receivables —
               
Customer accounts receivable
    51,031       43,946  
Unbilled revenues
    28,243       23,163  
Under recovered regulatory clause revenues
    27,860       40,545  
Other accounts and notes receivable
    11,364       5,895  
Affiliated companies
    33,971       11,838  
Accumulated provision for uncollectible accounts
    (775 )     (924 )
Fossil fuel stock, at average cost
    77,987       47,466  
Materials and supplies, at average cost
    38,597       27,440  
Assets from risk management activities
    40,853       3,756  
Other regulatory assets
    28,435       32,234  
Other
    21,208       14,666  
 
           
Total current assets
    362,913       254,852  
 
           
Property, Plant, and Equipment:
               
In service
    2,163,644       2,130,835  
Less accumulated provision for depreciation
    903,892       880,148  
 
           
 
    1,259,752       1,250,687  
Construction work in progress
    58,433       50,015  
 
           
Total property, plant, and equipment
    1,318,185       1,300,702  
 
           
Other Property and Investments
    8,847       9,556  
 
           
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    8,574       8,867  
Prepaid pension costs
    65,773       66,099  
Other regulatory assets
    70,702       62,746  
Other
    32,809       24,843  
 
           
Total deferred charges and other assets
    177,858       162,555  
 
           
Total Assets
  $ 1,867,803     $ 1,727,665  
 
           
The accompanying notes as they relate to Mississippi Power are an integral part of these condensed financial statements.

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MISSISSIPPI POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Liabilities and Stockholder's Equity   2008     2007  
    (in thousands)  
Current Liabilities:
               
Securities due within one year
  $ 41,183     $ 1,138  
Notes payable
    20,612       9,944  
Accounts payable —
               
Affiliated
    48,984       40,394  
Other
    59,842       60,758  
Customer deposits
    10,077       9,640  
Accrued taxes —
               
Income taxes
           
Other
    28,490       48,853  
Accrued interest
    3,059       2,713  
Accrued compensation
    9,587       21,965  
Other regulatory liabilities
    54,871       11,082  
Other
    32,493       23,882  
 
           
Total current liabilities
    309,198       230,369  
 
           
Long-term Debt
    321,373       281,963  
 
           
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    205,627       206,818  
Deferred credits related to income taxes
    13,849       15,156  
Accumulated deferred investment tax credits
    14,680       15,254  
Employee benefit obligations
    90,226       88,300  
Other cost of removal obligations
    95,902       90,485  
Other regulatory liabilities
    127,436       119,458  
Other
    35,661       33,252  
 
           
Total deferred credits and other liabilities
    583,381       568,723  
 
           
Total Liabilities
    1,213,952       1,081,055  
 
           
Preferred Stock
    32,780       32,780  
 
           
Common Stockholder’s Equity:
               
Common stock, without par value —
               
Authorized - 1,130,000 shares
               
Outstanding - 1,121,000 shares
    37,691       37,691  
Paid-in capital
    317,935       314,324  
Retained earnings
    267,219       261,242  
Accumulated other comprehensive income (loss)
    (1,774 )     573  
 
           
Total common stockholder’s equity
    621,071       613,830  
 
           
Total Liabilities and Stockholder’s Equity
  $ 1,867,803     $ 1,727,665  
 
           
The accompanying notes as they relate to Mississippi Power are an integral part of these condensed financial statements.

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MISSISSIPPI POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SECOND QUARTER 2008 vs. SECOND QUARTER 2007
AND
YEAR-TO-DATE 2008 vs. YEAR-TO-DATE 2007
OVERVIEW
Mississippi Power operates as a vertically integrated utility providing electricity to retail customers within its traditional service area located within the State of Mississippi and to wholesale customers in the Southeast. Many factors affect the opportunities, challenges, and risks of Mississippi Power’s business of selling electricity. These factors include the ability to maintain a stable regulatory environment, to achieve energy sales growth, and to effectively manage and secure timely recovery of rising costs. These costs include those related to growing demand, increasingly stringent environmental standards, fuel costs, and major storm restoration. Appropriately balancing the need to recover these increasing costs with customer prices will continue to challenge Mississippi Power for the foreseeable future.
Mississippi Power continues to focus on several key performance indicators. In recognition that Mississippi Power’s long-term financial success is dependent upon how well it satisfies its customers’ needs, Mississippi Power’s retail base rate mechanism, PEP, includes performance indicators that directly tie customer service indicators to Mississippi Power’s allowed return. In addition to the PEP performance indicators, Mississippi Power focuses on other performance measures, including broader measures of customer satisfaction, plant availability, system reliability, and net income after dividends on preferred stock. For additional information on these indicators, see MANAGEMENT’S DISCUSSION AND ANALYSIS – OVERVIEW – “Key Performance Indicators” of Mississippi Power in Item 7 of the Form 10-K.
RESULTS OF OPERATIONS
Net Income
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$(2.3)   (8.7)   $(5.7)   (12.5)
 
Mississippi Power’s net income after dividends on preferred stock for the second quarter 2008 was $24.0 million compared to $26.3 million for the corresponding period in 2007. The $2.3 million decrease was primarily a result of a $2.2 million increase in non-fuel related expenses, a $2.5 million increase in depreciation and amortization primarily due to the amortization of regulatory items, a $1.4 million decrease in retail revenues for System Restoration Rider (SRR), and a $2.2 million decrease in other income (expense), net, partially offset by a $4.0 million increase in territorial base revenues primarily due to a retail base rate increase effective January 2008. For additional information on SRR, see MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “PSC Matters – System Restoration Rider” of Mississippi Power in Item 7 of the Form 10-K.
Mississippi Power’s net income after dividends on preferred stock for year-to-date 2008 was $40.2 million compared to $45.9 million for the corresponding period in 2007. The $5.7 million decrease was primarily a result of an $8.0 million increase in non-fuel related expenses, a $5.1 million increase in depreciation and amortization primarily due to the amortization of regulatory items, a $2.5 million decrease in retail revenues for SRR, and a $0.5 million decrease in other income (expense), net, partially offset by a $7.4 million increase in territorial base revenues primarily due to a retail base rate increase effective January 2008.

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MISSISSIPPI POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Retail Revenues
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$5.0   2.7   $17.2   5.1
 
In the second quarter 2008, retail revenues were $187.1 million compared to $182.1 million for the same period in 2007. For year-to-date 2008, retail revenues were $355.5 million compared to $338.3 million for the same period in 2007.
Details of the change to retail revenues are as follows:
                                 
    Second Quarter   Year-to-Date
    2008   2008
 
    (in millions)   (% change)   (in millions)   (% change)
Retail – prior year
  $ 182.1             $ 338.3          
Estimated change in —
                               
Rates and pricing
    2.9       1.6       7.2       2.1  
Sales growth
    (1.9 )     (1.0 )     (0.5 )     (0.2 )
Weather
    2.2       1.1       1.4       0.5  
Fuel and other cost recovery
    1.8       1.0       9.1       2.7  
 
Retail – current year
  $ 187.1       2.7 %   $ 355.5       5.1 %
 
Revenues associated with changes in rates and pricing increased in the second quarter and year-to-date 2008 when compared to the same periods in 2007, primarily due to a base rate increase effective January 2008 of $4.1 million for the second quarter and $7.5 million year-to-date 2008 and an increase in the ECO Plan rate effective April 2007 of $0.3 million for the second quarter and $2.2 million year-to-date 2008. These revenues were partially offset by retail revenue reductions related to SRR revenues of approximately $1.5 million for the second quarter and $2.5 million year-to-date 2008.
Revenues attributable to changes in sales growth decreased in the second quarter 2008 when compared to the same period in 2007 due to 1.9% and 5.9% decreases in weather-adjusted KWH sales to residential and industrial customers, respectively, which was partially offset by a 1.0% increase in weather-adjusted KWH sales to commercial customers. The decrease in industrial sales is primarily due to lower production levels and maintenance outages experienced by some industrial customers. Revenues attributable to changes in sales growth decreased slightly year-to-date 2008 when compared to the same period in 2007 due to a 2.8% decrease in weather-adjusted KWH sales to industrial customers which was partially offset by 1.4% and 1.9% increases in weather-adjusted KWH sales to residential and commercial customers, respectively. The decrease in industrial sales is primarily due to lower production levels and maintenance outages experienced by some industrial customers.
Revenues resulting from changes in weather increased for the second quarter 2008 when compared to the same period in 2007, primarily due to the warmer weather experienced in May and June 2008 as compared to the same months in 2007. Revenues resulting from changes in weather increased year-to-date 2008 when compared to the same period in 2007 primarily due to the warmer weather experienced in May and June 2008 as compared to the same months in 2007 which was partially offset by the colder weather experienced in the first three months of 2007 as compared to the same period in 2008.

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MISSISSIPPI POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Fuel and other cost recovery revenues increased in the second quarter and year-to-date 2008 when compared to the same periods in 2007, primarily as a result of the increase in fuel and purchased power expenses. Electric rates include provisions to adjust billings for fluctuations in fuel costs, including the energy component of purchased power costs, and do not affect net income.
Wholesale Revenues – Non-Affiliates
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$6.9
  9.0   $14.4   9.4
 
Wholesale revenues from non-affiliates will vary depending on the market cost of available energy compared to the cost of Mississippi Power and Southern Company system-owned generation, demand for energy within the Southern Company service territory, and availability of Southern Company system generation.
In the second quarter 2008, wholesale revenues to non-affiliates were $83.6 million compared to $76.7 million for the same period in 2007. The increase was due to increased revenues from customers outside Mississippi Power’s service territory of $5.5 million and increased revenues from customers inside Mississippi Power’s service territory of $1.4 million. The $5.5 million increase in revenues from customers outside Mississippi Power’s service territory was primarily due to a $7.4 million increase associated with higher prices, partially offset by a $1.5 million decrease associated with decreased sales and a $0.4 million decrease in capacity revenues. Increased prices were due to the higher marginal cost of fuel which resulted in fewer opportunity sales to customers outside of Mississippi Power’s service territory. The $1.4 million increase in revenues from customers inside Mississippi Power’s service territory is due to a $1.7 million increase in fuel costs, partially offset by lower demand by customers of approximately $0.3 million.
For year-to-date 2008, wholesale revenues to non-affiliates were $168.4 million compared to $154.0 million for the same period in 2007. The increase was due to increased revenues from customers outside Mississippi Power’s service territory of $10.2 million and increased revenues from customers inside Mississippi Power’s service territory of $4.2 million. The $10.2 million increase in revenues from customers outside Mississippi Power’s service territory was primarily due to an $11.7 million increase associated with higher prices, partially offset by a $1.2 million decrease associated with decreased sales and a $0.3 million decrease in capacity revenues. Increased prices were due to the higher marginal cost of fuel which resulted in fewer opportunity sales to customers outside of Mississippi Power’s service territory. The $4.2 million increase in revenues from customers inside Mississippi Power’s service territory is due to a $5.1 million increase in fuel costs, partially offset by lower demand by customers of approximately $0.9 million.
Wholesale Revenues – Affiliates
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$12.9   133.5   $22.4   78.2
 
Wholesale revenues from affiliates will vary depending on demand and the availability and cost of generating resources at each company within the Southern Company system. These affiliate sales are made in accordance with the IIC, as approved by the FERC. These transactions do not have a significant impact on earnings since the energy is generally sold at marginal cost.

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MISSISSIPPI POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In the second quarter 2008, wholesale revenues from affiliates were $22.5 million compared to $9.7 million for the same period in 2007. The increase was primarily due to a $12.4 million increase in energy revenues, of which $8.5 million was associated with higher fuel prices and $3.9 million was associated with increased sales. Capacity revenues increased $0.5 million.
For year-to-date 2008, wholesale revenues from affiliates were $50.9 million compared to $28.6 million for the same period in 2007. The increase was primarily due to a $21.8 million increase in energy revenues, of which $18.1 million was associated with higher fuel prices and $3.7 million was associated with increased sales. Capacity revenues increased $0.6 million.
Fuel and Purchased Power Expenses
                                 
    Second Quarter 2008   Year-to-Date 2008
    vs.   vs.
    Second Quarter 2007   Year-to-Date 2007
 
    (change in millions)   (% change)   (change in millions)   (% change)
Fuel
  $ 16.7       13.7     $ 25.1       10.3  
Purchased power – non-affiliates
    4.2       331.0       5.5       247.1  
Purchased power – affiliates
    0.4       2.6       14.0       47.6  
                     
Total fuel and purchased power expenses
  $ 21.3             $ 44.6          
                     
In the second quarter 2008, total fuel and purchased power expenses were $161.8 million compared to $140.5 million for the same period in 2007. The increase in fuel and purchased power expenses was primarily due to a $20.0 million increase in the cost of fuel and purchased power and a $1.3 million increase related to total KWHs generated and purchased.
For year-to-date 2008, total fuel and purchased power expenses were $320.1 million compared to $275.5 million for the same period in 2007. The increase in fuel and purchased power expenses was primarily due to a $41.4 million increase in the cost of fuel and purchased power and a $3.2 million increase related to total KWHs generated and purchased.
Fuel and purchased power transactions do not have a significant impact on earnings since these costs are generally offset by energy revenues through Mississippi Power’s fuel cost recovery clauses.
Details of Mississippi Power’s cost of generation and purchased power are as follows:
                                                 
    Second Quarter   Second Quarter   Percent   Year-to-Date   Year-to-Date   Percent
Average Cost   2008   2007   Change   2008   2007   Change
 
    (cents per net KWH)           (cents per net KWH)        
Fuel
    4.03       3.71       8.6       3.97       3.63       9.4  
Purchased power
    6.77       4.14       63.5       5.94       3.77       57.6  
 
In the second quarter 2008, fuel expense was $138.9 million compared to $122.2 million for the same period for 2007. The increase was due to an $11.1 million increase in the prices of coal, gas, transportation, and emission allowances and a $5.6 million increase in generation from Mississippi Power-owned facilities.
For year-to-date 2008, fuel expense was $269.0 million compared to $243.9 million for the same period for 2007. The increase was due to a $22.7 million increase in the prices of coal, gas, transportation, and emission allowances and a $2.3 million increase in generation from Mississippi Power-owned facilities.

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MISSISSIPPI POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Non-affiliates
In the second quarter 2008, purchased power expense from non-affiliates was $5.4 million compared to $1.3 million for the same period in 2007. The increase was primarily the result of a 199.6% increase in the average cost of purchased power per KWH and a 43.8% increase in KWH volume purchased. The increase in prices was due to a higher marginal cost of fuel, while the increase in volume was a result of lower cost opportunity purchases.
For year-to-date 2008, purchased power expense from non-affiliates was $7.7 million compared to $2.2 million for the same period in 2007. The increase was primarily the result of a 180.9% increase in the average cost of purchased power per KWH and a 23.5% increase in KWH volume purchased. The increase in prices was due to a higher marginal cost of fuel, while the increase in volume was a result of lower cost opportunity purchases.
Energy purchases from non-affiliates will vary depending on the market cost of available energy compared to the cost of Southern Company system-generated energy, demand for energy within the Southern Company system service territory, and availability of Southern Company system generation.
Affiliates
In the second quarter 2008, purchased power from affiliates was $17.5 million compared to $17.0 million for the same period in 2007. The increase was primarily due to a 58.8% increase in the average cost of purchased power per KWH, partially offset by a 35.4% decrease in KWH volume purchased.
For year-to-date 2008, purchased power from affiliates was $43.5 million compared to $29.5 million for the same period in 2007. The increase was primarily due to a 51.2% increase in the average cost of purchased power per KWH, partially offset by a 2.4% decrease in KWH volume purchased.
Energy purchases from affiliates will vary depending on demand and the availability and cost of generating resources at each company within the Southern Company system. These purchases are made in accordance with the IIC, as approved by the FERC.
Other Operations and Maintenance Expenses
                                 
    Second Quarter 2008   Year-to-Date 2008
    vs.   vs.
    Second Quarter 2007   Year-to-Date 2007
 
    (change in millions)   (% change)   (change in millions)   (% change)
Other operations
  $ 2.5       5.8     $ 5.3       6.1  
Maintenance
    0.4       2.4       4.6       14.6  
                     
Total other operations and maintenance
  $ 2.9             $ 9.9          
                     
In the second quarter 2008, other operations and maintenance expenses were $63.4 million compared to $60.4 million for the same period in 2007. The increase in other operations and maintenance expenses was primarily due to a $2.2 million increase in generation screening and evaluation, a $1.1 million increase in transmission, and a $1.8 million increase in distribution, primarily due to the right of way maintenance, partially offset by a $2.1 million decrease in production primarily due to outage work in 2007.

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For year-to-date 2008, other operations and maintenance expenses were $128.1 million compared to $118.2 million for the same period in 2007. The increase in other operations and maintenance expenses was primarily due to a $3.6 million increase in generation screening and evaluation, a $1.9 million increase in environmental projects, a $4.2 million increase in distribution, and a $1.2 million increase in transmission expenses related to right of way maintenance, partially offset by a $1.4 million decrease in production primarily due to outage work in 2007.
Depreciation and Amortization
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$1.9
  12.9   $5.7   19.5
 
In the second quarter 2008, depreciation and amortization was $17.1 million compared to $15.2 million for the same period in 2007. The increase was primarily due to a $1.4 million increase in amortization related to a regulatory liability recorded in 2003 that ended in December 2007 in connection with the Mississippi PSC’s accounting order on Plant Daniel capacity, a $0.6 million increase for amortization of certain reliability-related maintenance costs deferred in 2007 in accordance with a Mississippi PSC order, and a $0.5 million increase in depreciation for transmission and distribution expenditures, partially offset by a $0.7 million decrease in amortization of environmental costs related to the approved ECO Plan.
For year-to-date 2008, depreciation and amortization was $35.1 million compared to $29.4 million for the same period in 2007. The increase was primarily due to a $2.8 million increase in amortization related to a regulatory liability recorded in 2003 that ended in December 2007 in connection with the Mississippi PSC’s accounting order on Plant Daniel capacity, a $1.2 million increase for amortization of certain reliability-related maintenance costs deferred in 2007 in accordance with a Mississippi PSC order, a $0.9 million increase in depreciation for transmission and distribution expenditures, and a $0.4 million increase in amortization of environmental costs related to the approved ECO Plan.
See Note 3 to the financial statements of Mississippi Power under “Retail Regulatory Matters” in Item 8 of the Form 10-K for additional information.
Taxes Other Than Income Taxes
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$0.8   5.1   $3.5   12.4
 
In the second quarter 2008, taxes other than income taxes were $16.3 million compared to $15.5 million for the same period in 2007. The increase was primarily due to a $0.4 million increase in franchise taxes and a $0.4 million increase in ad valorem taxes.
For year-to-date 2008, taxes other than income taxes were $31.9 million compared to $28.3 million for the same period in 2007. The increase was primarily due to a $1.0 million increase in franchise taxes and a $2.4 million increase in ad valorem taxes.
The retail portion of the increase in ad valorem taxes is recoverable under Mississippi Power’s ad valorem tax cost recovery clause and, therefore, does not impact net income.

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Other Income (Expense), Net
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$(2.2)   (43.2)   $(0.5)   (9.2)
 
In the second quarter 2008, other income (expense), net was $2.9 million compared to $5.1 million for the same period in 2007. The change was primarily the result of a $3.7 million decrease due to a contract termination in 2007 and a $0.9 million decrease in income associated with customer projects, partially offset by a $1.3 million increase due to mark to market gains on energy-related derivative positions and amounts collected from a customer for construction of a substation project, which had a tax effect of $1.0 million.
For year-to-date 2008, other income (expense), net was $4.5 million compared to $5.0 million for the same period in 2007. The change was primarily the result of a $3.7 million decrease due to a contract termination in 2007 and a $0.9 million decrease in income associated with customer projects partially offset by amounts collected from a customer for construction of a substation project, which had a tax effect of $2.0 million, and a $1.6 million increase due to mark to market gains on energy-related derivative positions.
Income Taxes
             
Second Quarter 2008 vs. Second Quarter 2007   Year-to-Date 2008 vs. Year-to-Date 2007
 
(change in millions)   (% change)   (change in millions)   (% change)
$(2.5)   (15.2)   $(4.9)   (17.3)
 
In the second quarter 2008, income taxes were $13.7 million compared to $16.1 million for the same period in 2007. The change of $2.5 million was primarily due to a decrease in pre-tax income.
For year-to-date 2008, income taxes were $23.4 million compared to $28.3 million for the same period in 2007. The decrease of $4.9 million was primarily due to a decrease in pre-tax income and the amortization of a regulatory liability of $0.7 million pursuant to a December 2007 regulatory accounting order from the Mississippi PSC. See Note 3 to the financial statements of Mississippi Power under “Retail Regulatory Matters” in Item 8 of the Form 10-K for additional information.
FUTURE EARNINGS POTENTIAL
The results of operations discussed above are not necessarily indicative of Mississippi Power’s future earnings potential. The level of Mississippi Power’s future earnings depends on numerous factors that affect the opportunities, challenges, and risks of Mississippi Power’s business of selling electricity. These factors include Mississippi Power’s ability to maintain a stable regulatory environment that continues to allow for the recovery of all prudently incurred costs during a time of increasing costs. Future earnings in the near term will depend, in part, upon growth in energy sales, which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in Mississippi Power’s service area in the aftermath of Hurricane Katrina. For additional information relating to these issues, see RISK FACTORS in Item 1A and MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL of Mississippi Power in Item 7 of the Form 10-K.

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Environmental Matters
Compliance costs related to the Clean Air Act and other environmental statutes and regulations could affect earnings if such costs cannot continue to be fully recovered in rates on a timely basis. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters” of Mississippi Power in Item 7 and Note 3 to the financial statements of Mississippi Power under “Environmental Matters” in Item 8 of the Form 10-K for additional information.
New Source Review Actions
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters – New Source Review Actions” of Mississippi Power in Item 7 and Note 3 to the financial statements of Mississippi Power under “Environmental Matters – New Source Review Actions” in Item 8 of the Form 10-K for additional information regarding a civil action brought by the EPA alleging that Alabama Power had violated the NSR provisions of the Clean Air Act and related state laws with respect to certain of its coal-fired generating facilities, including one facility co-owned by Mississippi Power. On July 24, 2008, the U.S. District Court for the Northern District of Alabama granted partial summary judgment in favor of Alabama Power regarding the proper legal test for determining whether projects are routine maintenance, repair, and replacement and therefore are excluded from NSR permitting. The decision does not resolve the case, the ultimate outcome of which cannot be determined at this time.
Clean Air Interstate Rule
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters – Environmental Statutes and Regulations – Air Quality” of Mississippi Power in Item 7 of the Form 10-K for background regarding the Clean Air Interstate Rule (CAIR). On July 11, 2008, in response to petitions brought by certain states and regulated industries challenging particular aspects of CAIR, the U.S. Court of Appeals for the District of Columbia Circuit issued a decision vacating CAIR in its entirety and remanding it to the EPA for further action consistent with its opinion. Mississippi Power’s overall environmental compliance strategy has been developed in response to numerous federal and state regulatory requirements, many of which remain unaffected by the court’s ruling; however, the court’s decision has the potential to impact future decision making regarding capital expenditures, the installation and operation of pollution control equipment, and the purchase, use, and associated carrying values of emissions allowances. The ultimate impact of the court’s decision cannot be determined at this time and may depend on subsequent legal action, including issuance of the court’s mandate, and future rulemaking and regulatory treatment.
Eight-Hour Ozone Regulations
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters – Environmental Statutes and Regulations – Air Quality” of Mississippi Power in Item 7 of the Form 10-K for additional information regarding revisions to the eight-hour ozone air quality standard. In March 2008, the EPA finalized its revisions to the eight-hour ozone standard, increasing its stringency. The EPA plans to designate nonattainment areas based on the new standard by 2010, and new nonattainment areas within Mississippi Power’s service territory are expected. The ultimate outcome of this matter cannot be determined at this time and will depend on subsequent legal action and/or future nonattainment designations and regulatory plans.

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Carbon Dioxide Litigation
On February 26, 2008, the Native Village of Kivalina and the City of Kivalina filed a suit in the U.S. District Court for the Northern District of California against several electric utilities (including Southern Company), several oil companies, and a coal company. The plaintiffs are the governing bodies of an Inupiat village in Alaska. The plaintiffs contend that the village is being destroyed by erosion allegedly caused by global warming that the plaintiffs attribute to emissions of greenhouse gases by the defendants. The plaintiffs assert claims for public and private nuisance and contend that the defendants have acted in concert and are therefore jointly and severally liable for the plaintiffs’ damages. The suit seeks damages for lost property values and for the cost of relocating the village, which cost is alleged to be $95 million to $400 million. On June 30, 2008, all defendants filed motions to dismiss this case. Southern Company believes that these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. The ultimate outcome of this matter cannot be determined at this time.
FERC and Mississippi PSC Matters
Retail Regulatory Matters
Environmental Compliance Overview Plan
See Note 3 to the financial statements of Mississippi Power under “Retail Regulatory Matters – Environmental Compliance Overview Plan” in Item 8 of the Form 10-K for information on Mississippi Power’s annual environmental filing with the Mississippi PSC. On February 1, 2008, Mississippi Power filed with the Mississippi PSC its annual ECO Plan evaluation for 2008.
Since the filing of the ECO Plan evaluation on February 1, 2008, the regulations addressing mercury emissions were altered by a decision issued by the U.S. Court of Appeals for the District of Columbia Circuit on February 8, 2008. On April 7, 2008, Mississippi Power filed with the Mississippi PSC a supplemental ECO Plan evaluation in which the projects included in the ECO Plan evaluation on February 1, 2008 being undertaken primarily for mercury control were removed. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters – Environmental Statutes and Regulations – Air Quality” of Mississippi Power in Item 7 of the Form 10-K for a discussion regarding the Clean Air Mercury Rule. In this supplemental ECO Plan filing, Mississippi Power requested a 15 cent per 1,000 KWH decrease for retail residential customers. The Mississippi PSC approved the supplemental ECO Plan evaluation on June 11, 2008, with the new rates effective in June 2008.
Performance Evaluation Plan
See Note 3 to the financial statements of Mississippi Power under “Retail Regulatory Matters – Performance Evaluation Plan” in Item 8 of the Form 10-K for information on Mississippi Power’s base rates. In a May 2004 order establishing Mississippi Power’s forward-looking rate schedule PEP, the Mississippi PSC ordered that the Mississippi Public Utilities Staff and Mississippi Power review the operations of the PEP in 2007. By mutual agreement, this review was deferred and is scheduled to occur in 2008.
In December 2007, Mississippi Power submitted its annual PEP filing for 2008, which resulted in a rate increase of 1.983%, or $15.5 million annually, effective January 2008. In March 2008, Mississippi Power submitted its annual PEP lookback filing for 2007, which recommended no surcharge or refund. The filing is under review by the Mississippi Public Utilities Staff; therefore, the ultimate outcome of this filing cannot now be determined.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Fuel Cost Recovery
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “PSC Matters – Fuel Cost Recovery” of Mississippi Power in Item 7 of the Form 10-K for information regarding Mississippi Power’s fuel cost recovery. At June 30, 2008, the under recovered balance of fuel recorded in Mississippi Power’s Condensed Balance Sheets herein was $19.2 million compared to $40.5 million at December 31, 2007. Mississippi Power’s operating revenues are adjusted for differences in actual recoverable fuel cost and amounts billed in accordance with the currently approved cost recovery rate. Accordingly, changes to the billing factor will have no significant effect on Mississippi Power’s revenues or net income, but will affect cash flow.
Statewide Electric Generation Needs Review
On April 30, 2008, in accordance with the Mississippi Public Utility Act, the Mississippi PSC issued an order to develop, publicize, and keep current an analysis of the five-year long-range needs for expansion of facilities for the generation of electricity in the State of Mississippi. In its order, the Mississippi PSC directed all affected utilities to submit evidence in support of their forecasts and plans in accordance with the Mississippi PSC’s Public Utilities Rules of Practice and Procedure. Comments were filed on June 10, 2008, and hearings are scheduled for August 18, 2008. The ultimate outcome of this matter cannot now be determined.
Mississippi Base Load Construction Legislation
In the 2008 regular session of the Mississippi legislature, a bill was passed and signed by the Governor on May 9, 2008 to enhance the Mississippi PSC’s authority to facilitate development and construction of base load generation in the State of Mississippi. The bill authorizes, but does not require, the Mississippi PSC to include in retail base rates, prior to and during construction, all or a portion of the prudently incurred pre-construction and construction costs incurred by a utility in constructing a base load electric generating plant. The bill also provides for periodic prudence reviews by the Mississippi PSC and prohibits the cancellation of any such generating plant without the approval of the Mississippi PSC. In the event of cancellation of the construction of the plant without approval of the Mississippi PSC, the bill authorizes the Mississippi PSC to make a public interest determination as to whether and to what extent the utility will be afforded rate recovery for costs incurred in conn