-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IHO/lxX+kJwfgFwhIFBF/WlMUWN4U4xuaAy85ODBs6qPGv5ciG5MgB8zEeqxJb6v uvHkwkLqDfadr7JS+X8mcg== 0000003153-96-000011.txt : 19960429 0000003153-96-000011.hdr.sgml : 19960429 ACCESSION NUMBER: 0000003153-96-000011 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960426 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALABAMA POWER CO CENTRAL INDEX KEY: 0000003153 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 630004250 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1/A SEC ACT: 1935 Act SEC FILE NUMBER: 070-08821 FILM NUMBER: 96551309 BUSINESS ADDRESS: STREET 1: 600 N 18TH ST STREET 2: P O BOX 2641 CITY: BIRMINGHAM STATE: AL ZIP: 35291 BUSINESS PHONE: 2052501000 U-1/A 1 File No. 70-8821 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM U-1 APPLICATION OR DECLARATION under The Public Utility Holding Company Act of 1935 SOUTHERN COMPANY SERVICES, INC. GULF POWER COMPANY 64 Perimeter Center East 500 Bayfront Parkway Atlanta, Georgia 30346 Pensacola, Florida 32501 ALABAMA POWER COMPANY MISSISSIPPI POWER COMPANY 600 North 18th Street 2992 West Beach Birmingham, Alabama 35291 Gulfport, Mississippi 39501 GEORGIA POWER COMPANY 333 Piedmont Avenue, N.E. SAVANNAH ELECTRIC AND POWER Atlanta, Georgia 30308 COMPANY 600 Bay Street East Savannah, Georgia 31401 (Name of company or companies filing this statement and addresses of principal executive offices) THE SOUTHERN COMPANY (Name of top registered holding company parent of each applicant or declarant) Tommy Chisholm, Secretary Warren E. Tate, Secretary Southern Company Services, Inc. and Treasurer 270 Peachtree Street, N.W. Gulf Power Company Atlanta, Georgia 30303 500 Bayfront Parkway Pensacola, Florida 32501 Art P. Beattie, Vice President, Michael W. Southern, Vice Secretary and Treasurer President, Secretary, Alabama Power Company Treasurer and Chief 600 North 18th Street Financial Officer Birmingham, Alabama 35291 Mississippi Power Company 2992 West Beach Gulfport, Mississippi 39501 Judy M. Anderson, Vice President Kirby R. Willis, Vice and Corporate Secretary President, Treasurer and Georgia Power Company Chief Financial Officer 333 Piedmont Avenue, N.E. Savannah Electric and Power Atlanta, Georgia 30308 Company 600 Bay Street East Savannah, Georgia 31401 (Names and addresses of agents for service) The Commission is requested to mail signed copies of all orders, notices and communications to: W.L. Westbrook John D. McLanahan, Esq. Financial Vice President Troutman Sanders LLP The Southern Company 600 Peachtree Street, N.E. 270 Peachtree Street, N.W. Suite 5200 Atlanta, Georgia 30303 Atlanta, Georgia 30308- 2216 The Application or Declaration heretofore filed in this proceeding is amended and restated in its entirety to read as follows: Item 1. Description of Proposed Transactions. Alabama Power Company ("Alabama"), Georgia Power Company ("Georgia"), Gulf Power Company ("Gulf"), Mississippi Power Company ("Mississippi") and Savannah Electric and Power Company ("Savannah") (collectively, the "Operating Companies") are wholly-owned subsidiaries of The Southern Company ("Southern"), a registered holding company under the Public Utility Holding Company Act of 1935, as amended (the "Act"). Southern Company Services, Inc. ("SCS") is a wholly-owned subsidiary service company of Southern. The Operating Companies and SCS are sometimes referred to herein collectively as the "Applicants." Other Southern subsidiaries include Southern Electric Generating Company, a generating subsidiary company of Alabama and Georgia; Mobile Energy Services Company, L.L.C., an indirect, wholly-owned, special purpose subsidiary of Southern which provides steam, electricity and chemical recovery services to a large paper and pulp mill in Alabama; Southern Nuclear Operating Company, which provides services to certain of the Operating Companies' nuclear power plants; and several wholly-owned non- utility subsidiaries, including Southern Electric International, Inc. and The Southern Development and Investment Group, Inc., which engage in non-traditional power production activities, foreign utility ownership, energy management services, and new business research and development activities, among other authorized or exempt activities. 1.1 Background. The Applicants hereby request authority, to the extent that it is needed, to engage in a variety of electricity and energy commodity brokering and marketing transactions which, insofar as they are not a part of the integrated electric utility business of the Operating Companies, are closely related thereto (as hereinafter further described, the "Proposed Activities"). The Proposed Activities will generally enable the Operating Companies to compete more effectively for electricity purchases and sales, which will benefit consumers and investors alike. Southern and its subsidiaries (the "Southern System") have been an integrated electric public-utility system since 1947.(1) Through the five Operating Companies, Southern provides retail electric service in substantially all of Georgia and Alabama, and contiguous parts of Florida and Mississippi, and firm wholesale service to various municipalities and rural electric cooperatives within the territory served by the Operating Companies. The Operating Companies also regularly and in the ordinary course of business buy and sell electricity at wholesale in transactions involving other utility systems that are either directly interconnected with one or more of the Operating Companies (called "Tier 1" utilities) or utilities (called "Tier 2" utilities) that are directly interconnected with Tier 1 1 See The Commonwealth & Southern Corporation, et al., Holding Co. Act Rel. No. 7615 (August 2, 1947). -2- utilities.(2) The area in which the Operating Companies conduct their franchised utility operations and in which they regularly and in the ordinary course of business engage in wholesale power transactions with non-affiliates is hereinafter referred to as the "Sales Region." On occasion, where it is physically possible and economic to do so, the Operating Companies may also engage in wholesale power transactions with suppliers or customers outside the Sales Region.(3) During periods when the Operating Companies have generating resources greater than needed to serve their respective retail customers and other firm wholesale purchasers, SCS, as agent for the Operating Companies, attempts to market such surplus to other customers generally, but not always, located in the Sales Region. In addition, to satisfy the obligation of the Operating Companies to supply retail and firm wholesale customers on the most economic terms, SCS, as agent for the Operating Companies, also aggressively seeks out the most economic sources of electricity, again, generally from suppliers within the Sales Region. These transactions, which frequently involve base load capacity purchases and sales, result in cost savings for the contracting 2 This group of Tier 1 and Tier 2 utilities includes all of the member utilities of the Southeastern Electric Reliability Council, the Entergy Corporation system, and certain other utility systems generally to the west and northwest of the Southern System. 3 For example, in the recent past, to address a short-term deficit in system supplies during an extreme cold spell, the Operating Companies contracted with off-system suppliers for energy produced in Maine and Vermont. -3- parties due, in large measure, to lower relative fuel charges. In the course of this activity, SCS and the Operating Companies have developed extensive knowledge about the loads and resources of other utilities and other power suppliers throughout the region. SCS has devoted substantial resources and effort to develop a staff of professionals and software systems to manage a wide variety of resources and requirements across the Sales Region.(4) As the Southeastern regional power supply market evolves, it is apparent to SCS and the Operating Companies that there is a need for related services, which SCS is also equipped to provide. These Proposed Activities are described below. The past 15 years have seen dramatic changes in the electric utility industry with an accelerating tendency towards deregulation in the name of enhanced competition, lower cost and better service. Today, traditional utilities must compete for new load (as well as to retain existing load) with a variety of legislatively or administratively created entities not known until recently: qualifying facilities, industrial self generators, independent power producers, exempt wholesale generators, and independent power marketers and brokers. In addition, recent energy policy initiatives by the Federal Energy Regulatory Commission ("FERC") are clearly intended to promote 4 Under the standard service agreement between SCS and each of the Operating Companies, SCS provides bulk power supply services, in connection with which SCS assists the Operating Companies in negotiating and administering power purchase contracts. -4- competition among traditional utilities themselves by requiring that they provide transmission access to competing buyers and sellers.(5) In 1994, the Commission itself took note of these trends in its "Request for Comments on Modernization of the Regulation of Public-Utility Holding Companies" (Holding Co. Act Rel. No. 26153, dated November 2, 1994), which culminated in June 1995 with the presentation by the Division of Investment Management of a series of proposals and recommendations designed generally to reduce regulatory burdens on registered holding company systems in order to enable them to compete more effectively with other utilities and alternative energy suppliers in the increasingly competitive energy markets. Similarly, the Commission has recognized the changing nature and extent of services provided to electric customers in its analysis and resultant easing of the so-called "50% limitation" in connection with the proposed expanded activities of an energy management and consulting subsidiary of a registered holding company. See Eastern Utilities Associates, et al., Holding Co. Act Rel. No. 26232 (February 14, 1995) (noting "significant changes in the utility industry" since the applicants' original 1986 application and 5 See "Promoting Wholesale Competition Through Open Access Non-discriminatory Transmission Services by Public Utilities and Recovery of Stranded Costs by Public Utilities and Transmitting Utilities," Notice of Proposed Rulemaking and Supplemental Notice of Proposed Rulemaking (the "Open Access NOPR"), IV FERC Stats. & Regs. 32,514, 60 Fed. Reg. 17,662 (April 7, 1995); Energy Policy Act of 1992, Pub. L. No. 102-486, 106 Stat. 2776 (1992); adopted April 24, 1996 as Order 888. -5- that energy management services, which are "closely related" to the core utility business, have become an important complement to the utility business). 1.2 Proposed Activities. The Proposed Activities include (1) brokering of electricity sales by SCS, largely within the Sales Region, between third-party sellers and buyers; (2) marketing of electricity, largely within the Sales Region, in transactions that do not involve Southern System generation supply and/or use of Southern System-owned transmission; (3) certain fuel-for-electricity transactions by the Operating Companies, to the extent that the Commission believes that it may have jurisdiction under the Act; and (4) marketing and brokering of other forms of energy commodities by SCS or the Operating Companies in conjunction with sales of electricity. These activities are more fully described as follows: Electricity Brokering Activities. As SCS seeks customers for off-system power sales and/or purchases of electricity to serve the Operating Companies' needs, it often obtains information concerning sources of supply that the Operating Companies cannot use or of customers the Operating Companies cannot supply, whose respective supply and needs may match. Such information is a byproduct of SCS's day-to-day system-related activities and can give rise to an opportunity to earn a brokerage fee for bringing the two parties together ("Electricity Brokering"). As SCS would neither buy nor sell power or energy in an Electricity Brokering transaction, there would be no price -6- exposure or significant financial risk. In addition, such activity is not regulated as the sale of power under the Federal Power Act or any state regulatory scheme, since SCS itself is neither buying nor selling power or energy. Electricity Brokering would be incidental to SCS's principal business of providing centralized administrative and management services to Southern System companies. SCS anticipates that Electricity Brokering transactions would be entered into with customers located largely within the Sales Region. Electricity Brokering will be carried on by personnel employed by SCS who engage in the day-to-day power marketing/system supply activities on behalf of the Operating Companies. Revenues (chiefly fees and commissions) derived from Electricity Brokering will be credited entirely to reduce SCS's cost of operation, which will, in turn, reduce SCS's cost of service to the Operating Companies and Southern's other subsidiaries with resulting benefits to customers and investors. Electricity Marketing Activities. In certain instances, a prospective customer will have needs that the Operating Companies cannot fill, either in whole or in part, from system-owned resources, and Electricity Brokering, for any number of practical reasons, may not be a feasible alternative. Such a situation could arise, for example, if a prospective customer is not located within the franchised service territory of the Operating Companies and/or the supply of electricity needed to serve such customer is unavailable from system-owned resources. -7- Nevertheless, SCS may still have the opportunity to serve this customer's requirements from third-party sources. In many cases, where the energy or capacity to be sold is procured from generating sources (other than system supply) within the Sales Region, it is likely to be commingled with power and energy derived from system-owned generating stations and/or to have passed over Southern System transmission lines by the time it reaches the customer. SCS believes that its participation in such a transaction would accordingly constitute a part of the operations of Southern's integrated electric utility system, and therefore not require any approval by the Commission.(6) In other cases, however, it is possible that none of the capacity or energy needed to serve a potential off-system customer would be available from Southern System-owned generation facilities or would flow over Southern System-owned transmission lines. Under these circumstances, it may still be advantageous for SCS to act as a power marketer by entering into separate contracts with prospective power suppliers and customers. In these transactions ("Electricity Marketing"), SCS would merely act as agent for one or more of the Operating Companies; it would not take title to electricity and would not itself be exposed financially to the inherent risks of the transaction. SCS states that Electricity Marketing would be largely confined to 6 See Northeast Utilities Service Co., et al., Holding Co. Act Rel. No. 26359 (August 18, 1995). -8- transactions in which either the buyer or seller, or both the buyer and seller, are located within the Sales Region (recognizing that the extent of the Sales Region may and likely will be expanded in time as the FERC "Open Access NOPR" is implemented). Electricity Marketing activities involving unaffiliated suppliers and purchasers would be beneficial to the Southern System from a number of perspectives: the Southern System's presence in the Sales Region would be maintained or enhanced, customers' needs could be satisfied where the Operating Companies could not otherwise provide service, the wholesale power market in the Sales Region and adjacent areas will become more competitive, SCS's personnel will gain and enhance needed market expertise, and profits would accrue to the benefit of the Southern System's investors and customers.(7) 7 In this regard, although Southern, through Southern Energy Marketing, Inc., an "exempt wholesale generator," is currently engaged in wholesale power marketing to unaffiliated third parties, and is also authorized by order dated February 2, 1996 (Holding Co. Act Rel. No. 26468) to engage through other indirect subsidiaries in power marketing and brokering transactions, SCS and the Operating Companies may not provide to Southern's other marketing subsidiaries non-public information concerning the identity of an actual or potential wholesale customer, or the price or other terms under which they have sold or offered to sell power to any such wholesale customer. This prohibition is a part of the terms of separate "Codes of Conduct" filed with FERC, one of which is applicable to SCS and the Operating Companies and the other of which is applicable to all of Southern's other subsidiaries. These Codes of Conduct were filed with FERC as a part of the market-based wholesale rate application of Southern Energy Marketing, Inc., an indirect wholly-owned subsidiary of Southern and an "exempt wholesale generator." See Southern Company Services, Inc., et al., 72 FERC 61,324 (1995), order on reh'g, 74 FERC 61,141 (1996). (continued...) -9- Fuel-for-Electricity Swaps. In addition, under certain circumstances, it may be necessary or economically efficient to substitute other sources of energy for electricity generated by an Operating Company. For example, if electricity is being sold across a transmission interface and the interface becomes constrained such that an Operating Company is precluded from transmitting the power to the purchasing utility, the Operating Company may be able to transfer some of its fuel supply to the purchasing utility in order to allow the utility to generate a like amount of power itself. In this way, the Operating Company would be able to substitute one source of energy for another in a transaction that is equivalent to a sale of electricity. Similarly, if local environmental constraints preclude the Operating Company from generating a certain amount of electricity for a particular customer, and the customer is not subject to a similar constraint, the Operating Company may be able to transfer some of its fuel supply to the purchasing utility in order to allow the utility to generate a like amount of power itself in an environmentally acceptable manner. In addition, if the marginal cost of the Operating Company's generation were to make it uneconomic for the purchasing utility to buy a certain amount of power from that Operating Company, it may still be economic for 7(...continued) Because of the restriction on information sharing under the Codes of Conduct, if SCS and the Operating Companies were unable to exploit a wholesale power marketing opportunity involving third party buyers and sellers, which is known to them but not to Southern's other subsidiaries, the opportunity would effectively be lost entirely by the Southern System to other power suppliers. -10- that utility to purchase fuel from the Operating Company and generate the power itself. Once again, the Operating Company may be able to transfer some of its fuel supplies to the purchasing utility in order to allow the utility to generate economically a like amount of power itself. To the extent required, SCS and the Operating Companies request authority to engage in fuel-for-electricity (or "tolling") activities. In no circumstances would such transactions involve inter-affiliate transfers of fuel supplies in violation of any applicable law or be disadvantageous to any franchise area customer. Marketing and Brokering of Other Energy Commodities. Finally, there may be instances in which the Applicants, in connection with the sale of electricity, may also be asked by a customer to serve as a single source supplier of gas, oil or coal, as well as of electricity. Large volume energy purchasers are increasingly seeking proposals for their total energy needs in order to reduce the costs associated with administering multiple contracts, as well as to coordinate purchases of various different energy commodities (whether owned by the Operating Companies or acquired from third parties) other than electricity. An electricity supplier who is unable or unwilling to serve the customer's other needs may be uncompetitive with other energy suppliers. The Applicants represent that they will not seek to broker or market other energy commodities to a customer except in conjunction with making an electricity sale. -11- All of the Proposed Activities described above will be carried on by personnel employed by SCS who engage in the day-to- day power marketing and fuel procurement activities of the Southern System. Except in the case of Electricity Brokering, SCS will be acting solely as agent for the account of those Operating Companies as are directly related to the customer involved and will therefore have no beneficial interest in the revenues from the Proposed Activities. In such cases, the Operating Companies will be acting as principals and will hold the beneficial interest in the power and energy which is the subject matter of the arrangement.(8) SCS personnel engaged in the Proposed Activities will account for their time through the Southern System's regular time accounting system by charging to specific "activity codes" established for the affected Southern System companies. Overheads and ancillary expenses will be similarly charged. The Operating Companies may also, and they hereby seek permission (to the extent required) to, engage directly in the Proposed Activities for their own account, either individually or in cooperation with other Operating Companies, with or without the assistance of SCS. 8 SCS envisions, for example, that every Electricity Marketing opportunity, even those involving power suppliers and customers outside the Sales Region, can be associated with one or more of the Operating Companies. The appropriate Operating Company(ies) will therefore be credited with all revenues from and will bear all costs and risks associated with such transactions. -12- 1.3 Financial Matters. The Operating Companies have independent financial standing and do not anticipate needing financing support from Southern or independent sources of capital or financing to engage in the Proposed Activities. As indicated, except in connection with Electricity Brokering, SCS will act solely as agent for the Operating Companies and assume no independent financial obligations in effecting the Proposed Activities. SCS will be fully indemnified by the Operating Companies for any claim or loss resulting from its involvement (as agent for the Operating Companies) in the Proposed Activities. As to the risks to which the Operating Companies may be exposed in connection with any purchase or sales obligations, it is anticipated that in the ordinary course of business the Operating Companies would take appropriate steps to hedge risk through the purchase of options, puts, futures and other similar risk hedging measures. Further, the Operating Companies may offset price risk exposure under a purchase or sale contract by taking an opposite position to that purchase or sale. Similarly, in a portfolio of purchase and sales contracts, risk could also be limited through an appropriate mix of long-term and short-term contracts. SCS, as agent for the Operating Companies, would negotiate the terms of any such instruments and manage overall portfolio risk. 1.4 Other Matters. SCS proposes to file a summary of expenses and activities in engaging in the Proposed Activities -13- (i) on a quarterly basis, pursuant to Rule 24, within 60 days after the end of each of the first three calendar quarters, and (ii) on an annual basis, as part of its Form U-13-60, within 120 days after the end of each calendar year. The Operating Companies will also file copies of such portions of their respective FERC Form 1 annual reports as indicate off-system marketing activities. Item 2. Fees, Commissions and Expenses. The fees, commissions and expenses to be incurred in connection with the filing of this Application or Declaration are estimated not to exceed $10,000, inclusive of the Commission's $2,000 filing fee. Item 3. Applicable Statutory Provisions. The Applicants consider that Sections 9(a) and 10 of the Act and Rules 23 and 54 thereunder may be applicable to the proposed Electricity Brokering activities of SCS, to the fuel brokering and marketing activities, and to Electricity Marketing activities not involving system supply or the use of system-owned transmission. The Applicants consider other Proposed Activities, including, in particular, Electricity Marketing involving system supply or the use of system-owned transmission and the fuel-for- electricity (or "tolling") transactions described above, to be a part of the Operating Companies' integrated utility operations and therefore do not believe that such activities require -14- separate approval by the Commission. To the extent that the Commission believes that it has jurisdiction over any of the Proposed Activities, the Applicants herein request approval therefor as an acquisition of an interest in a non-utility business under Sections 9 and 10. Rule 54 provides that, in determining whether to approve an application which does not relate to any "exempt wholesale generator" or "foreign utility company," the Commission shall not consider the effect of the capitalization or earnings of any such "exempt wholesale generator" or "foreign utility company" which is a subsidiary of a registered holding company if the requirements of Rule 53(a), (b) and (c) are satisfied. Southern currently meets all of the conditions of Rule 53(a). At March 31, 1996, Southern's "aggregate investment," as defined in Rule 53(a)(1), in "exempt wholesale generators" and "foreign utility companies" was approximately $933,800,000, or about 27.75% of Southern's "consolidated retained earnings," also as defined in Rule 53(a)(1), for the four quarters ended December 31, 1996. Furthermore, Southern has complied and will continue to comply with the record-keeping requirements of Rule 53(a)(2), the limitation under Rule 53(a)(3) on the use of Operating Company personnel to render services to "exempt wholesale generators" and "foreign utility companies," and the requirements of Rule 53(a)(4) concerning the submission of copies of certain filings under the Act to retail rate regulatory commissions. Accordingly, since the requirements of Rule 53(a) are currently -15- met and none of the circumstances described in Rule 53(b) has occurred, the provisions of Rule 53(c) are currently inapplicable. Item 4. Regulatory Approval. No other federal regulatory authority has jurisdiction over the proposed transactions. The approval of FERC is required as to rates and charges imposed in any wholesale electric power sales contracts or tariffs entered into in connection with Electricity Marketing,(9) and may be required with respect to other activities that would affect the rates and charges under existing wholesale electric power sales contracts or tariffs (such as fuel-for-electricity swaps described herein). The Applicants do not currently intend to act as retail sellers of power and energy outside their present service areas but may qualify to do business if required by the laws of any State where they carry on the Proposed Activities. No State regulatory commission or any other federal commission (other than the Commission) has jurisdiction over the Applicants' participation in the Proposed Activities. However, the public service commissions of Georgia, Alabama, Mississippi and Florida may 9 The Operating Companies, and SCS as agent for the Operating Companies, have filed a market-based rate power sales tariff with FERC in respect of proposed long-term and short-term wholesale electricity sales to unaffiliated entities. See FERC Docket No. ER 96-780-000 (61 Fed. Reg. 3927, dated February 2, 1996). -16- regulate the accounting for any revenues derived by their jurisdictional utilities from the Proposed Activities. Item 5. Procedure. The Applicants request that the Commission's order be issued as soon as the rules allow, and that there be no thirty- day waiting period between the issuance of the Commission's order and the date on which it is to become effective. The Applicants hereby waive a recommended decision by a hearing officer or other responsible officer of the Commission and hereby consent that the Division of Investment Management may assist in the preparation of the Commission's decision and/or order in this matter unless such Division opposes the matters covered hereby. Item 6. Exhibits and Financial Statements. (a) Exhibits. Exhibit F - Opinion of Counsel (To be filed by amendment). Exhibit G - Form of Federal Register Notice (Previously filed). (b) Financial Statements. (Not Applicable) -17- Item 7. Information as to Environmental Effects. In view of the nature of the proposed transactions as described in Item 1 hereof, the Commission's action in this matter will not constitute any major federal action significantly affecting the quality of the human environment. No other federal agency has prepared or is preparing an environmental impact statement with regard to the proposed transactions. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this statement to be signed on their behalf by the undersigned thereunto duly authorized. Dated: April 26, 1996 SOUTHERN COMPANY SERVICES, INC. By:/s/Wayne Boston Wayne Boston Assistant Secretary ALABAMA POWER COMPANY By:/s/Wayne Boston Wayne Boston Assistant Secretary GEORGIA POWER COMPANY By:/s/Wayne Boston Wayne Boston Assistant Secretary [Signatures Continued on Next Page] -18- GULF POWER COMPANY By:/s/Wayne Boston Wayne Boston Assistant Secretary MISSISSIPPI POWER COMPANY By:/s/Wayne Boston Wayne Boston Assistant Secretary SAVANNAH ELECTRIC AND POWER COMPANY By:/s/Wayne Boston Wayne Boston Assistant Secretary -19- -----END PRIVACY-ENHANCED MESSAGE-----