-----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, Ckl9cip3SQPSqqCVIplESmQ3FS+Vx5IZ7UhMFIlG/Id241AYHqo37wTr7Pjere9k LW/YwDgUqhtj3A2zm79QPw== 0000003153-98-000040.txt : 19981026 0000003153-98-000040.hdr.sgml : 19981026 ACCESSION NUMBER: 0000003153-98-000040 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19981023 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: POS AMC SEC ACT: SEC FILE NUMBER: 070-08461 FILM NUMBER: 98729886 BUSINESS ADDRESS: STREET 1: 600 N 18TH ST STREET 2: P O BOX 2641 CITY: BIRMINGHAM STATE: AL ZIP: 35291 BUSINESS PHONE: 2052571000 POS AMC 1 File No. 70-8461 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 18 (Post-Effective No. 15) TO FORM U-1 APPLICATION OR DECLARATION under The Public Utility Holding Company Act of 1935 ALABAMA POWER COMPANY GULF POWER COMPANY 600 North 18th Street 500 Bayfront Parkway Birmingham, Alabama 35291 Pensacola, Florida 32501 GEORGIA POWER COMPANY MISSISSIPPI POWER COMPANY 241 Ralph McGill Boulevard, NE 2992 West Beach Atlanta, Georgia 30308 Gulfport, Mississippi 39501 SAVANNAH ELECTRIC AND POWER COMPANY 600 East Bay Street 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) Art P. Beattie, Vice President, Warren E. Tate, Secretary Secretary and Comptroller and Treasurer Alabama Power Company Gulf Power Company 600 North 18th Street 500 Bayfront Parkway Birmingham, Alabama 35291 Pensacola, Florida 32501 Judy M. Anderson, Vice President Michael W. Southern, Vice and Corporate Secretary President, Secretary and Treasurer Georgia Power Company Mississippi Power Company 241 Ralph McGill Boulevard, NE 2992 West Beach Atlanta, Georgia 30308 Gulfport, Mississippi 39501 Kirby R. Willis, Vice President, Treasurer and Chief Financial Officer Savannah Electric and Power Company 600 East Bay Street 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, NW Suite 5200 Atlanta, Georgia 30303 Atlanta, Georgia 30308-2216 ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS. Item 1 as heretofore amended hereby further amended by adding the following thereto: It is further considered that the record is now complete with respect to the issuance by Savannah Electric Capital Trust I of $40,000,000 aggregate liquidation amount of Trust Preferred Securities and the related issuance by Savannah of the related series of Junior Subordinated Notes and the Guarantees. ITEM 2. FEES, COMMISSIONS AND EXPENSES. The estimated fees and expenses to be incurred by Savannah in connection herewith are as follows: Each Initial Additional Issuance Issuance * Filing fees - Securities and Exchange Commission $32,450 $ -- Fees and Expenses of Trustees.................... 10,000 10,000 * Listing on New York Stock Exchange............... 47,800 -- Printing charges................................. 40,000 10,000 Rating Agency Fees............................... 32,600 15,000 Services of Southern Company Services, Inc....... 40,000 10,000 Fees and Expenses of counsel..................... 52,500 25,000 Blue sky fees and expenses....................... 3,500 3,500 Fees of accountants, Arthur Andersen LLP......... 40,000 20,000 Miscellaneous.................................... 11,150 6,500 ---------- ---------- TOTAL............................... $310,000 $100,000 *These categories of expenses are a function of the amount of issuance. ITEM 3. APPLICABLE STATUTORY PROVISIONS. 3.2 Rule 54 Analysis: The proposed transaction is also subject to Rule 54, which provides that, in determining whether to approve an application which does not relate to any "exempt wholesale generator" ("EWG") or "foreign utility company" ("FUCO"), the Commission shall not consider the effect of the capitalization or earnings of any such EWG or FUCO 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), except for clause (1). At August 31, 1998, Southern's "aggregate investment," as defined in Rule 53(a)(1), in EWGs and FUCOs was approximately $2.912 billion, or about 75.38% of Southern's "consolidated retained earnings," also as defined in Rule 53(a)(1), for the four quarters ended June 30, 1998 ($3.863 billion). With respect to Rule 53(a)(1), however, the Commission has determined that Southern's financing of investments in EWGs and FUCOs in an amount greater than the amount that would otherwise be allowed by Rule 53(a)(1) would not have either of the adverse effects set forth in Rule 53(c). See The Southern Company, Holding Company Act Release No. 26501, dated April 1, 1996 (the "Rule 53(c) Order"); and Holding Company Act Release No. 26646, dated January 15, 1997 (order denying request for reconsideration and motion to stay). In addition, 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 EWGs and FUCOs, and the requirements of Rule 53(a)(4) concerning the submission of copies of certain filings under the Act to retail rate regulatory commissions. Further, none of the circumstances described in Rule 53(b) has occurred. Moreover, even if the effect of the capitalization and earnings of EWGs and FUCOs in which Southern has an ownership interest upon the Southern holding company system were considered, there is no basis for the Commission to withhold or deny approval for the proposal made in this Application-Declaration. The action requested in the instant filing (viz. Issuance of preferred securities by Alabama Power Capital Trust III, Alabama Power Capital Trust IV, Alabama Power Capital Trust V, Georgia Power Capital Trust IV, Georgia Power Capital Trust V, Georgia Power Capital Trust VI, Mississippi Power Capital Trust II, Mississippi Power Capital Trust III and Savannah Electric Capital Trust I) would not, by itself, or even considered in conjunction with the effect of the capitalization and earnings of Southern's EWGs and FUCOs, have a material adverse effect on the financial integrity of the Southern system, or an adverse impact on Southern's public-utility subsidiaries, their customers, or the ability of State commissions to protect such public-utility customers. The Rule 53(c) Order was predicated, in part, upon an assessment of Southern's overall financial condition which took into account, among other factors, Southern's consolidated capitalization ratio and the recent growth trend in Southern's retained earnings. As of December 31, 1995, the most recent fiscal year preceding the Rule 53(c) Order, Southern's consolidated capitalization consisted of 49.3% equity (including mandatorily redeemable preferred securities) and 50.7% debt (including $1.68 billion of long-term, non-recourse debt and short-term debt related to EWGs and FUCOs). As of year-end 1997, that ratio was 47.5% equity and 52.5% debt (including $4.593 billion of long-term, non-recourse debt and short-term debt related to EWGs and FUCOs). On a pro forma basis, taking into consideration, among other things, the transactions contemplated hereby such ratios are 48.1% and 51.9%, respectively, for equity and debt. The common equity component of Southern's pro forma consolidated capitalization represents 35.1% of total capitalization at June 30, 1998. Thus, since the date of the Rule 53(c) Order, there has been no material change in Southern's consolidated capitalization ratio, which remains within acceptable ranges and limits of rating agencies as evident by the continued "A" corporate credit rating of Southern. Specifically, in January 1997 Standard & Poor's assigned Southern its corporate credit rating of "A" which was consistent with the implied corporate rating previously held by Southern. This implied rating had been in effect since May 1995. Therefore, since the April 1996 issue of the Rule 53(c) Order, the Southern consolidated credit rating has remained at "A" thereby demonstrating Southern's continued strong financial integrity. In addition, the underlying ratings of the affiliated operating companies, which have a strong influence on the Southern corporate rating, are all "A+". As a point of reference, the pro forma percentage of debt in the total capital structure of the Southern domestic operating utility companies is 45.7%, which is at the median total debt ratio of the Standard & Poor's "A" rated vertically integrated utilities.1 Southern's consolidated retained earnings grew on average approximately 8.6% per year from 1992 through 1996. In 1997, consolidated retained earnings increased $78,148,000, or slightly more than 2%. The reduction in the rate of earnings growth in 1997 was primarily due to a $111 million windfall profits tax assessed against South Western Electricity in the United Kingdom. The total windfall profits tax for South Western Electricity was $148 million; however, the $111 million reflects only Southern's 75% ownership. Despite the imposition of this tax, Southern's interests in EWGs and FUCOs have made a positive contribution to earnings in the two calendar years ending after the Rule 53(c) order. Accordingly, since the date of the Rule 53(c) Order, the capitalization and earnings attributable to Southern's investments in EWGs and FUCOs has not had any adverse impact on Southern's financial integrity. Reference is made to Exhibit I which reflects capitalization at June 30, 1998 and the Statement of Income for the year ended June 30, 1998 for Southern and subsidiaries consolidated. _______________________________ 1 Currently, capitalization ratios, including short-term debt, for "A" rated vertically integrated electric utilities have a median total debt to total capital ratio of 45% as noted by Standard & Poor's in May 1997 for companies rated both publicly and confidentially. Prior to issuing this rating standard, the Standard & Poor's total debt to total capital benchmark for an "A" rated vertically integrated investor-owned-utility having an average business position was 47%. ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS. A. Exhibits: A-17 - Trust Agreement of Savannah Electric Capital Trust I. (Designated in Form S-3, File No. 333-46171, as Exhibit 4.6.) A-18 - Form of Amended and Restated Trust Agreement for Savannah Electric Capital Trust I. (Designated in Form S-3, File No. 333-46171, as Exhibit 4.7.) B-10 - Subordinated Note Indenture between Savannah Electric and Power Company and The Bank of New York, as Trustee. (Designated in Form S-3, File No. 333-46171, as Exhibit 4.3) B-11 - Form of Supplemental Indenture to Subordinated Note Indenture between Savannah Electric and Power Company and The Bank of New York, as Trustee. (Designated in Form S-3, File No. 333-46171, as Exhibit 4.4.) B-12 - Form of Guarantee with respect to Preferred Securities of Savannah Electric Capital Trust I. (Designated in Form S-3 File No. 333-46171, as Exhibit 4.11.) C-1 - Savannah's Registration Statement under the Securities Act of 1933. (Filed electronically February 12, 1998, File Nos. 333-46171 and 333-46171-01.) F-1 - Opinion of Balch & Bingham LLP, counsel for Alabama. F-2 - Opinion of Troutman Sanders LLP, counsel for Georgia. F-4 - Opinion of Eaton and Cottrell, P.A., counsel for Mississippi. F-5 - Opinion of Bouhan, Williams & Levy LLP, counsel for Savannah. I - Capitalization and Income Statement of The Southern Company and Subsidiary Companies after giving effect to the issuance of the preferred securities. B. Financial Statements. Balance sheet of Alabama at June 30, 1998. (Designated in Alabama's Form 10-Q for the quarter ended June 30, 1998, File No. 1-3164.) Balance sheet of Georgia at June 30, 1998. (Designated in Georgia's Form 10-Q for the quarter ended June 30, 1998, File No. 1-6468.) Balance sheet of Mississippi at June 30, 1998. (Designated in Mississippi's Form 10-Q for the quarter ended June 30, 1998, File No. 0-6849.) Balance sheet of Savannah at June 30, 1998. (Designated in Savannah's Form 10-Q for the quarter ended June 30, 1998, File No. 1-5072.) Statements of Income of Alabama for the period ended June 30, 1998. (Designated in Alabama's Form 10-Q for the quarter ended June 30, 1998, File No. 1-3164.) Statements of Income of Georgia for the period ended June 30, 1998. (Designated in Georgia's Form 10-Q for the quarter ended June 30, 1998, File No. 1-6468.) Statements of Income of Mississippi for the period ended June 30, 1998. (Designated in Mississippi's Form 10-Q for the quarter ended June 30, 1998, File No. 0-6849.) Statements of Income of Savannah for the period ended June 30, 1998. (Designated in Savannah's Form 10-Q for the quarter ended June 30, 1998, File No. 1-5072.) SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this amendment to be signed on their behalf by the undersigned thereunto duly authorized. Date: October 23, 1998 ALABAMA POWER COMPANY By: /s/Wayne Boston Wayne Boston, Assistant Secretary GEORGIA POWER COMPANY By: /s/Wayne Boston Wayne Boston, Assistant Secretary 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 EX-99 2 EXHIBIT F-1 Exhibit F-1 Balch & Bingham LLP Birmingham, Alabama October 23, 1998 Securities and Exchange Commission Washington, D.C. 20549 Re: Statement on Form U-1 of Alabama Power Company (the "Company") et al. File No. 70-8461 Ladies and Gentlemen: We have read the statement on Form U-1, as amended, referred to above and are furnishing this opinion with respect to the proposed transactions described therein relating to the issuance and sale by Alabama Power Capital Trust III, Alabama Power Capital Trust IV and Alabama Power Capital Trust V (the "Trusts") of Trust Preferred Securities and the related issuance by the Company of its Guarantees and Junior Subordinated Notes (all as defined therein). We are of the opinion that (i) the Company is validly organized and duly existing as a corporation under the laws of the State of Alabama, (ii) the Trusts have been duly formed and are validly existing as statutory business trusts under the laws of the State of Delaware, and (iii) upon the issuance of your order or orders in this matter permitting such statement on Form U-1 to become effective with respect to such proposed transactions, and in the event that the proposed transactions are consummated in accordance with such statement on Form U-1 and your order or orders in respect thereof: (a) all State laws applicable to such proposed transactions will have been complied with; (b) the Company's obligations with respect to the Guarantees and the Junior Subordinated Notes will be valid and binding obligations of the Company in accordance with their terms; Securities and Exchange Commission October 23, 1998 Page 2 (c) the obligations of each Trust with respect to its Trust Preferred Securities will be valid and binding obligations of such Trust in accordance with their terms; and (d) the consummation of the proposed transactions will not violate the legal rights of the holders of any securities issued by the Company, the Trusts, or any associate company of either thereof. We hereby give our written consent to the use of this opinion in connection with the above-mentioned statement on Form U-1. Very truly yours, /s/Balch & Bingham EX-99 3 EXHIBIT F-2 Exhibit F-2 Troutman Sanders LLP Atlanta, Georgia October 23, 1998 Securities and Exchange Commission Washington, D.C. 20549 Re: Statement on Form U-1 of Georgia Power Company (the "Company") et al. File No. 70-8461 Ladies and Gentlemen: We have read the statement on Form U-1, as amended, referred to above and are furnishing this opinion with respect to the proposed transactions described therein relating to the issuance and sale by Georgia Power Capital Trust IV, Georgia Power Capital Trust V and Georgia Power Capital Trust VI (the "Trusts") of Trust Preferred Securities and the related issuance by the Company of its Guarantees and Junior Subordinated Notes (all as defined therein). We are of the opinion that (i) the Company is validly organized and duly existing as a corporation under the laws of the State of Georgia, (ii) the Trusts have been duly formed and are validly existing as statutory business trusts under the laws of the State of Delaware, and (iii) upon the issuance of your order or orders in this matter permitting such statement on Form U-1 to become effective with respect to such proposed transactions, and in the event that the proposed transactions are consummated in accordance with such statement on Form U-1 and your order or orders in respect thereof: (a) all State laws applicable to such proposed transactions will have been complied with; (b) the Company's obligations with respect to the Guarantees and the Junior Subordinated Notes will be valid and binding obligations of the Company in accordance with their terms; Securities and Exchange Commission October 23, 1998 Page 2 (c) the obligations of each Trust with respect to its Trust Preferred Securities will be valid and binding obligations of such Trust in accordance with their terms; and (d) the consummation of the proposed transactions will not violate the legal rights of the holders of any securities issued by the Company, the Trusts, or any associate company of either thereof. We hereby give our written consent to the use of this opinion in connection with the above-mentioned statement on Form U-1. Very truly yours, /s/Troutman Sanders LLP EX-99 4 EXHIBIT F-4 Exhibit F-4 Eaton and Cottrell, P. A. Gulfport, Mississippi October 23, 1998 Securities and Exchange Commission Washington, D.C. 20549 Re: Statement on Form U-1 of Mississippi Power Company (the "Company") et al. File No. 70-8461 Ladies and Gentlemen: We have read the statement on Form U-1, as amended, referred to above and are furnishing this opinion with respect to the proposed transactions described therein relating to the issuance and sale by Mississippi Power Capital Trust II and Mississippi Power Capital Trust III (the "Trusts") of Trust Preferred Securities and the related issuance by the Company of its Guarantees and Junior Subordinated Notes (all as defined therein). We are of the opinion that (i) the Company is validly organized and duly existing as a corporation under the laws of the State of Mississippi and is duly admitted to do business under the laws of the State of Alabama, (ii) the Trusts have been duly formed and are validly existing as statutory business trusts under the laws of the State of Delaware, and (iii) upon the issuance of your order or orders in this matter permitting such statement on Form U-1 to become effective with respect to such proposed transactions, and in the event that the proposed transactions are consummated in accordance with such statement on Form U-1 and your order or orders in respect thereof: (a) all State laws applicable to such proposed transactions will have been complied with; (b) the Company's obligations with respect to the Guarantees and the Junior Subordinated Notes will be valid and binding obligations of the Company in accordance with their terms; Securities and Exchange Commission October 23, 1998 Page 2 (c) the obligations of each Trust with respect to its Trust Preferred Securities will be valid and binding obligations of such Trust in accordance with their terms; and (d) the consummation of the proposed transactions will not violate the legal rights of the holders of any securities issued by the Company, the Trusts, or any associate company of either thereof. We hereby give our written consent to the use of this opinion in connection with the above-mentioned statement on Form U-1. Very truly yours, /s/Eaton and Cottrell, P. A. EX-99 5 EXHIBIT F-5 Exhibit F-5 Bouhan Williams & Levy LLP Savannah, Georgia October 23, 1998 Securities and Exchange Commission Washington, D.C. 20549 Re: Statement on Form U-1 of Savannah Electric and Power Company (the "Company") et al. File No. 70-8461 Ladies and Gentlemen: We have read the statement on Form U-1, as amended, referred to above and are furnishing this opinion with respect to the proposed transactions described therein relating to the issuance and sale by Savannah Electric Capital Trust I (the "Trust") of Trust Preferred Securities and the related issuance by the Company of its Guarantee and Junior Subordinated Notes (all as defined therein). We are of the opinion that (i) the Company is validly organized and duly existing as a corporation under the laws of the State of Georgia, (ii) the Trust has been duly formed and is validly existing as a statutory business trust under the laws of the State of Delaware, and (iii) upon the issuance of your order or orders in this matter permitting such statement on Form U-1 to become effective with respect to such proposed transactions, and in the event that the proposed transactions are consummated in accordance with such statement on Form U-1 and your order or orders in respect thereof: (a) all State laws applicable to such proposed transactions will have been complied with; (b) the Company's obligations with respect to the Guarantee and the Junior Subordinated Notes will be valid and binding obligations of the Company in accordance with their terms; Securities and Exchange Commission October 23, 1998 Page 2 (c) the obligations of the Trust with respect to its Trust Preferred Securities will be valid and binding obligations of the Trust in accordance with their terms; and (d) the consummation of the proposed transactions will not violate the legal rights of the holders of any securities issued by the Company, the Trust, or any associate company of either thereof. We hereby give our written consent to the use of this opinion in connection with the above-mentioned statement on Form U-1. Very truly yours, /s/Bouhan, Williams & Levy LLP EX-99 6 EXHIBIT I Exhibit I THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES Capitalization Ratios at June 30, 1998
Consolidated Pro Forma per 10-Q Amounts (A) Equity Debt --------------- -------------- ---------------- ---------------- Capitalization (in thousands of dollars): Common stock..........................................$3,488,988 $ - $3,488,988 Paid-in capital........................................2,418,469 - 2,418,469 Retained earnings......................................3,886,150 (94,948)(B) 3,791,202 Accumulated other comprehensive income.....................9,125 - 9,125 Preferred stock..........................................443,914 200,000 (B) 643,914 Capital & preferred securities.........................1,989,675 930,750 (B,D) 2,920,425 Long-term debt........................................10,929,606 1,030,550 (B) $11,960,156 Preferred due within one year..............................8,661 - 8,661 Long-term debt due within one year.......................558,385 - 558,385 Notes payable & commercial paper.......................1,838,940 - 1,838,940 =============== ============== ================ ================ Total (Incl Amts Due in 1 Year)...............$25,571,913........$2,066,352 $13,280,784 $14,357,481 =============== ============== ================ ================ Actual Amounts in Millions of Dollars....................$25,572 $12,245 $13,327 Actual Capitalization Ratios..............................100.0% 47.9% 52.1% Pro Forma Amounts in Millions of Dollars.................$27,638 $13,281 $14,357 Pro Forma Capitalization Ratios...........................100.0% 48.1% 51.9%
Pro Forma Consolidated Statements of Income (Unaudited) (Stated in Thousands of Dollars)
For the Twelve Months Ended Pro Forma June 30, 1998 Amounts (A) As Adjusted OPERATING REVENUES $ 12,736,458 $ - $ 12,736,458 ---------------- ------------- ---------------- OPERATING EXPENSES: Operation-- Fuel 2,368,781 - 2,368,781 Purchased power 2,702,197 - 2,702,197 Other 2,041,364 - 2,041,364 Maintenance 794,771 - 794,771 Depreciation and amortization 1,417,794 - 1,417,794 Amortization of deferred Plant Vogtle costs 60,937 - 60,937 Taxes other than income taxes 571,863 - 571,863 Income taxes 725,175 (51,147)(C) 674,028 ---------------- ------------- ---------------- Total operating expenses 10,682,882 (51,147) 10,631,735 ---------------- ------------- ---------------- OPERATING INCOME 2,053,576 51,147 2,104,723 OTHER INCOME: Equity in earnings of unconsolidated subsidiaries 68,649 - 68,649 Interest income 254,883 - 254,883 Other, net (14,219) - (14,219) Income taxes applicable to other income 27,932 - 27,932 United Kingdom Windfall Profit Tax (148,062) - (148,062) ---------------- ------------- ---------------- INCOME BEFORE INTEREST CHARGES 2,242,759 51,147 2,293,906 ---------------- ------------- ---------------- INTEREST CHARGES AND OTHER: Interest on long-term debt 715,102 67,779 (C) 782,881 Allowance for debt funds used during construction (11,071) - (11,071) Interest on notes payable 117,701 - 117,701 Amortization of debt discount, premium and expense, net 58,350 - 58,350 Other interest charges 85,994 - 85,994 Minority interest in subsidiaries 30,034 - 30,034 Distributions on capital and preferred securities of subsidiary companies 139,849 66,316 (C,D) 206,165 Preferred dividends of subsidiary companies 24,557 12,000 (C) 36,557 ---------------- ------------- ---------------- Interest charges and other, net 1,160,516 146,095 1,306,611 ---------------- ------------- ---------------- CONSOLIDATED NET INCOME $ 1,082,243 $ (94,948) $ 987,295 ================ ============= ================
(See Notes on Following Page) NOTES (A) The amounts and types of the securities to be issued will be dependent upon, among other things, market conditions prevailing at the time of issuance. The amounts estimated to be issued are the maximum amounts requested in the subject application, together with remaining authorizations in certain previous applications, and are used solely for the purpose of illustrating the effect upon Southern Company consolidated capitalization and earnings. In addition, no assumptions are made in connection with possible refundings. (B) To give effect to (i) the proposed issuance of $61,480,000 of pollution control obligations and $310,000,000 of senior notes by Mississippi Power Company; and (ii) the proposed issuance by Gulf Power Company of $5,000,000 additional preferred securities, $200,000,000 of first mortgage bonds, $200,000,000 of preferred stock, $159,070,000 of pollution control obligations, and $300,000,000 of senior notes. (C) To give effect to (i) the proposed issuance by Mississippi Power Company of $61,480,000 of pollution control bonds at an assumed rate of 5.25%, and $310,000,000 of senior notes at an assumed rate of 7%; (ii) the proposed issuance by Gulf Power Company of $5,000,000 additional preferred securities at an assumed rate of 7.125%, $200,000,000 of first mortgage bonds at an assumed rate of 6.75%, $200,000,000 of preferred stock at an assumed rate of 6%, $159,070,000 of pollution control obligations at an assumed rate of 5.25%, and $300,000,000 of senior notes at an assumed rate of 7%. (D) To give effect to (i) the proposed issuance of $500,000,000 of preferred securities by Alabama Power Company; (ii) the proposed issuance of $310,750,000 of preferred securities by Georgia Power Company; (iii) the proposed issuance of $75,000,000 of preferred securities by Mississippi Power Company; and (iv) the proposed issuance of $40,000,000 of preferred securities by Savannah Electric, all of which are contemplated in File No. 70-8461, as amended. -----END PRIVACY-ENHANCED MESSAGE-----