CERTIFICATE OF NOTIFICATION
filed by
THE SOUTHERN COMPANY and Subsidiaries
Pursuant to the order of the SEC dated June 30, 2004, in the matter of File No
70-10186.
The above named companies HEREBY CERTIFY to said Commission, pursuant to Rule 24
of the Public Utility Holding Company Act of 1935, as amended, that the
following transactions have been carried out in accordance with the terms and
conditions of and for the purposes represented by the statements on Form U-1, as
amended, and of said order with respect thereto. The items listed below are in
response to the reporting criteria as established in the proceedings referenced
above. All capitalized terms used herein and not defined herein shall have the
definitions assigned to them in the statements on Form U-1 referenced above.
Such information, as of September 30, 2004, is as follows:
1(a). Common Stock (excluding shares issued to the Plans), Preferred
Securities, Preferred Stock or Equity-linked Securities issued during
the quarter pursuant to this authority:
-----------------------------------------------------------------------------------
Type Security Number of Shares Purchase Price Per Market Price Per Share at the
Share Date of Purchase Agreement
------------------------------------------------------------------------------------
None issued
------------------------------------------------------------------------------------
1(b). Cumulative amount of Common Stock (excluding shares issued to the
Plans), Preferred Securities, Preferred Stock or Equity-linked
Securities issued pursuant to this authority:
Type Security Cumulative Amount
Issued
---------------- -----------------------
Common Stock 0
Preferred Securities 0
Preferred Stock 0
Equity-linked Securities 0
----------------------------------------------------
2(a). Long-term debt issued during the quarter pursuant to this authority:
None issued
2(b). Cumulative amount of Long-term debt issued pursuant to this authority:
None issued
- 2 -
3. Short-term and Term Loan Notes and Commercial Paper outstanding at
September 30, 2004:
$179,000,000 issued by Southern.
4. Use of proceeds for the securities issued in items 1, 2 and 3 above:
The proceeds were used for working capital purposes.
5. Capitalization ratio of Southern as of September 30, 2004 including the
dollar and percentage components of the capital structure on a
consolidated basis, with consolidated debt to include all short-term
debt and nonrecourse debt of all EWGs and FUCOs:
Capitalization and Capitalization Ratios
at September 30, 2004
(Includes Amounts Due Within
One Year & Short-Term Debt)
(In Thousands) %
--------------------- -------
Common Equity $10,301,410 42.2
Preferred Stock 569,738 2.3
Debt 13,519,521 55.5
----------- -----
Total $24,390,669 100.0
=========== =====
6. The market-to-book ratio of Southern Common Stock at September 30, 2004:
Reference is made to Management's Discussion and Analysis - Financial
Condition and Liquidity - "Financing Activities" in Southern's Form
10-Q for the quarter ended September 30, 2004, File No. 1-3526.
7. Shares of Common Stock issued under any of the Plans during the
quarter ended September 30, 2004 and the cumulative number
of shares issued since June 30, 2004:
Plan Shares issued Total shares issued since
6/30/04 through 9/30/04 6/30/04
----------------------------------------------------------------------------------
Southern Investment Plan 1,466,243 1,466,243
Employee Savings Plan 1,723,895 1,723,895
Employee Stock Ownership Plan 317,989 317,989
Total 3,508,127 3,508,127
-----------------------------------------------------------------------------------
8. Consolidated balance sheets as of September 30, 2004 of Southern and
Capital Funding (if either are engaged in any financings pursuant to
the authority granted in the application during the quarter):
Southern:
See Southern's Form 10-Q for the quarter ended September 30, 2004,
File No. 1-3526.
- 3 -
Capital Funding:
Not applicable.
9. If a guaranty is issued during the quarter that was authorized
pursuant to the order, give the following information:
Name of Name of Amount Terms and Purpose
Guarantor Beneficiary
------------------------------------------------------------------
None Issued
10. If Common Stock is transferred during the quarter to the seller of
securities of a company being acquired, give the following
information:
Company Number of Shares Value per Share Are Shares
Issued Restricted
-------------------------------------------------------------------
None Transferred
11. Information on significant variable interest entities where Southern is
not the primary beneficiary, formed with any financing proceeds
pursuant to the order issued in this proceeding, including a
description of any financing transactions conducted during the quarter
ended September 30, 2004 that were used to fund such variable interest
entities and a description of the accounting for such transactions
under FASB Interpretation 46R:
None
12. Registration Statements filed under the Securities Act of 1933 relating
to securities authorized in this proceeding filed during the quarter
ended September 30, 2004:
None
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of 1935,
the undersigned companies have duly caused this certificate to be signed on
their behalf by the undersigned thereunto duly authorized.
Dated November 9, 2004 THE SOUTHERN COMPANY
SOUTHERN COMMUNICATIONS SERVICES, INC.
SOUTHERN COMPANY ENERGY SOLUTIONS LLC
By:
---------------------------------------
Tommy Chisholm
Secretary
ALABAMA POWER COMPANY
GEORGIA POWER COMPANY
GULF POWER COMPANY
MISSISSIPPI POWER COMPANY
SAVANNAH ELECTRIC AND POWER COMPANY
SOUTHERN COMPANY CAPITAL FUNDING, INC.
SOUTHERN COMPANY SERVICES, INC.
SOUTHERN NUCLEAR OPERATING COMPANY, INC.
By:
--------------------------------------
Wayne Boston
Assistant Secretary