MANAGEMENT'S REPORT Mississippi Power Company 1997 Annual Report The management of Mississippi Power Company has prepared--and is responsible for--the financial statements and related information included in this report. These statements were prepared in accordance with generally accepted accounting principles appropriate in the circumstances and necessarily include amounts that are based on best estimates and judgments of management. Financial information throughout this annual report is consistent with the financial statements. The Company maintains a system of internal accounting controls to provide reasonable assurance that assets are safeguarded and that books and records reflect only authorized transactions of the Company. Limitations exist in any system of internal controls, however, based upon a recognition that the cost of the system should not exceed its benefits. The Company believes its system of internal accounting control maintains an appropriate cost/benefit relationship. The Company's system of internal accounting controls is evaluated on an ongoing basis by the internal audit staff. The Company's independent public accountants also consider certain elements of the internal control system in order to determine their auditing procedures for the purpose of expressing an opinion on the financial statements. The audit committee of the board of directors, composed of four directors who are not employees, provides a broad overview of management's financial reporting and control functions. Periodically, this committee meets with management, the internal auditors, and the independent public accountants to ensure that these groups are fulfilling their obligations and to discuss auditing, internal controls, and financial reporting matters. The internal auditors and independent public accountants have access to the members of the audit committee at any time. Management believes that its policies and procedures provide reasonable assurance that the Company's operations are conducted according to a high standard of business ethics. In management's opinion, the financial statements present fairly, in all material respects, the financial position, results of operations, and cash flows of Mississippi Power Company in conformity with generally accepted accounting principles. /s/ Dwight H. Evans Dwight H. Evans President and Chief Executive Officer /s/ Michael W. Southern Michael W. Southern Vice President, Secretary, Treasurer and Chief Financial Officer February 11, 1998 1 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors of Mississippi Power Company: We have audited the accompanying balance sheets and statements of capitalization of Mississippi Power Company (a Mississippi corporation and a wholly owned subsidiary of Southern Company) as of December 31, 1997 and 1996, and the related statements of income, retained earnings, paid-in capital, and cash flows for each of the three years in the period ended December 31, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements (pages 10 through 25) referred to above present fairly, in all material respects, the financial position of Mississippi Power Company as of December 31, 1997 and 1996, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1997, in conformity with generally accepted accounting principles. /s/ Arthur Andersen LLP Atlanta, Georgia February 11, 1998 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Mississippi Power Company 1997 Annual Report RESULTS OF OPERATIONS Earnings Mississippi Power Company's net income after dividends on preferred stock for 1997 was $54.0 million, reflecting a 2.4 percent or $1.3 million increase above 1996. The increased earnings is due to lower operating expenses. In 1996, earnings were $52.7 million, up $0.2 million from the prior year. Earnings reflected a modest increase in energy sales, an annual retail rate decrease of $3.0 million under the Environmental Compliance Overview Plan (ECO Plan) and an annual retail increase of $4.5 million under the Performance Evaluation Plan (PEP) which became effective in October 1996. Revenues The following table summarizes the factors impacting operating revenues for the past three years: Increase (Decrease) from Prior Year ------------------------------------- 1997 1996 1995 ------------------------------------- (in thousands) Retail -- Change in base rates (PEP and ECO Plan) $ 3,177 $ (402) $ 2,694 Sales growth 109 11,187 4,045 Weather (1,118) (5,585) 4,513 Fuel cost recovery and other 948 (1,255) 3,806 --------------------------------------------------------------- Total retail 3,116 3,945 15,058 --------------------------------------------------------------- Sales for resale -- Non-affiliates 5,464 7,776 3,698 Affiliates (11,606) 14,139 (1,847) --------------------------------------------------------------- Total sales for resale (6,142) 21,915 1,851 Other operating revenues 2,585 1,616 482 --------------------------------------------------------------- Total operating revenues $ (441) $27,476 $17,391 =============================================================== Percent change (0.1)% 5.3% 3.5% --------------------------------------------------------------- Retail revenues in 1997 were $417 million, up 0.8 percent from the corresponding amount in 1996. The increase in retail revenues was primarily caused by the October 1996 PEP retail rate increase, as mentioned above, and the January 1997 ECO Plan retail rate increase of $0.9 million. Retail revenues for 1996 when compared to 1995 reflected a 1.0 percent increase due to modest growth in energy sales to industrial, commercial and residential customers, as well as changes in retail revenues due to the ECO Plan and PEP. Changes in base rates reflect any rate changes made under the PEP and ECO Plan. Under the fuel cost recovery provision, recorded fuel revenues are equal to recorded fuel expenses, including the fuel component and the operation and maintenance component of purchased energy. Therefore, changes in recoverable fuel expenses are offset with corresponding changes in fuel revenues and have no effect on net income. Energy sales to non-affiliates include economy sales and amounts sold under short-term contracts. Sales for resale to non-affiliates are influenced by those utilities' own customer demand, plant availability, and the cost of their predominant fuels -- oil and natural gas. Included in sales for resale to non-affiliates are revenues from rural electric cooperative associations and municipalities located in southeastern Mississippi. Energy sales to these customers increased 3.6 percent in 1997 and 6.4 percent in 1996, with the related revenues rising 1.6 percent and 7.1 percent, respectively. The customer demand experienced by these utilities is determined by factors very similar to Mississippi Power's. Sales for resale to non-territorial utilities are primarily under long-term contracts consisting of 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. Under these long-term contracts, the capacity and energy components were: 1997 1996 1995 ------------------------------------- (in thousands) Capacity $ 8 $ - $ 268 Energy 1,896 3,761 3,627 ---------------------------------------------------------- Total $1,904 $3,761 $3,895 ========================================================== Capacity revenues for Mississippi Power varied due to changes in the contracts and in the allocation of transmission capacity revenues throughout the Southern electric system. Most of the Company's capacity revenues are derived from transmission charges. 3 MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) Mississippi Power Company 1997 Annual Report Sales to affiliated companies within the Southern electric system will vary from year to year depending on demand and the availability and cost of generating resources at each company. These sales have no material impact on earnings. Below is a breakdown of kilowatt-hour sales for 1997 and the percent change for the last three years: Amount Percent Change (millions of ----------- ------------------------------ kilowatt-hours) 1997 1997 1996 1995 ---------- ------------------------------ Residential 2,039 (2.0)% 1.9% 6.2% Commercial 2,408 4.0 3.3 6.7 Industrial 3,982 0.6 3.8 (0.9) Other 40 2.6 1.9 1.1 ---------- Total retail 8,469 0.9 3.2 2.9 Sales for resale -- Non-affiliates 2,895 6.2 9.4 (2.4) Affiliates 479 (31.0) 184.7 39.7 ---------- Total 11,843 0.2 8.7 2.2 ================================================================ Total retail energy sales for 1997 compared to 1996 and for 1996 compared to 1995 increased primarily due to growth in the number of customers served by the Company. The Company anticipates continued growth in energy sales as the economy improves within its service area. The casino industry and ancillary services, such as lodging, food, transportation, etc., are some of the factors which may influence the economy of the Company's service area. Also, energy demand is expected to grow as a result of a larger and more fully employed population. Expenses Total operating expenses for 1997 were $466 million, reflecting a decrease of $1.3 million or 0.3 percent when compared to the corresponding amount in 1996. The decrease was due primarily to lower administrative and general expenses. In 1996, total operating expenses increased by 6.6 percent when compared to the prior year due to higher fuel expenses, higher maintenance and higher depreciation and amortization. Fuel costs are the single largest expense for the Company. Fuel expenses for 1997 when compared to 1996 increased by 0.4 percent due to a 1.1 percent increase in generation. The increase in generation was due to the higher demand for energy in the retail sector. In 1997, expenses related to purchased power from non-affiliates decreased 19.1 percent and expenses related to purchased power from affiliates increased 13.7 percent due to the increased availability of energy within the Southern electric system. A comparison of 1996 to 1995 fuel costs reflects an increase that was due to a 21.7 percent increase in generation. This increased generation was due to higher demand for energy across the Southern electric system. Further, the higher demand for energy resulted in higher purchased power costs from non-affiliates and lower purchased power from affiliates of the Southern electric system. Purchased power consists mainly of energy purchases from affiliates in the Southern electric system. Purchased power transactions (both sales and purchases) among Mississippi Power and its affiliates will vary from period to period depending on demand and the availability and variable production cost at each generating unit in the Southern electric system. 4 MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) Mississippi Power Company 1997 Annual Report The amount and sources of energy supply, the average cost of fuel per net kilowatt-hour generated, and the total average cost of energy supply (including purchased power) were as follows: 1997 1996 1995 ------------------------------ Total generation (millions of kilowatt-hours) 10,289 10,180 8,368 Sources of energy supply (percent) -- Coal 70 70 58 Gas 13 12 15 Oil * * * Purchased Power 17 18 27 Average cost of fuel per net kilowatt-hour generated (cents) -- Coal 1.44 1.43 1.58 Gas 3.54 4.24 2.32 Oil - 5.71 6.21 Total average cost of energy supply 1.57 1.56 1.53 - -------------------------------------------------------------- * Not meaningful because of minimal generation from the fuel source. Other operation expense in 1997 decreased 3.5 percent from the amount recorded in 1996. The decrease was due to lower administrative and general expenses. Maintenance expenses in 1996 when compared to 1995 increased due to the timing of maintenance performed at Plants Daniel and Watson, as well as other projects. In 1996, as compared to 1995, depreciation and amortization increased primarily due to additional plant investment, higher depreciation rates beginning in 1996, and increased amortization of regulatory assets. Comparisons of taxes other than income taxes for 1997 to 1996 and for 1996 to 1995 show increases of 1.1 percent and 2.6 percent, respectively, due to higher municipal franchise taxes resulting from higher retail revenues. Effects of Inflation Mississippi Power is subject to rate regulation and income tax laws that are based on the recovery of historical costs. Therefore, inflation creates an economic loss because the Company is recovering its costs of investments in dollars that have less purchasing power. While the inflation rate has been relatively low in recent years, it continues to have an adverse effect on the Company because of the large investment in long-lived utility plant. Conventional accounting for historical costs does not recognize this economic loss nor the partially offsetting gain that arises through financing facilities with fixed-money obligations, such as long-term debt and preferred stock. Any recognition of inflation by regulatory authorities is reflected in the rate of return allowed. Future Earnings Potential The results of operations for the past three years are not necessarily indicative of future earnings potential. The level of future earnings depends on numerous factors ranging from regulatory matters to energy sales growth to a less regulated more competitive environment. Expenses are subject to constant review and cost control programs. See Note 2 to the financial statements under "Workforce Reduction Programs" for information regarding the Company's workforce reduction plan of 1997. The Company currently operates as a vertically integrated company providing electricity to customers within its traditional service area located in southeastern Mississippi. Prices for electricity provided by the Company to retail customers are set by the MPSC under cost-based regulatory principles. Mississippi Power is also maximizing the utility of invested capital and minimizing the need for capital by refinancing, decreasing the average fuel stockpile, raising generating plant availability and efficiency, and aggressively controlling the construction budget. Operating revenues will be affected by any changes in rates under the PEP, the Company's performance based ratemaking plan, and the ECO Plan. PEP has proven to be a stabilizing force on electric rates, with only moderate changes in rates taking place. The ECO Plan provides for recovery of costs (including costs of capital) associated with environmental projects approved by the Mississippi Public Service Commission (MPSC), most of which are required to comply with Clean Air Act Amendments of 1990 (Clean Air Act) regulations. The ECO Plan is operated independently of PEP. The Clean Air Act and other important environmental items are discussed later under "Environmental Matters." 5 MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) Mississippi Power Company 1997 Annual Report The Federal Energy Regulatory Commission (FERC) regulates the Company's wholesale rate schedules, power sales contracts and transmission facilities. The FERC is currently reviewing the rate of return on common equity included in these schedules and contracts and may require such returns to be lowered, possibly retroactively. Further discussion of PEP, the ECO Plan, and proceedings before the FERC is found in Note 3 to the financial statements herein. Future earnings in the near term will depend upon growth in energy sales, which is subject to a number of factors. These factors include weather, competition, changes in contracts with neighboring utilities, energy conservation practiced by customers, the elasticity of demand, and the rate of economic growth in Mississippi Power's service area. The electric utility industry in the United States is currently undergoing a period of dramatic change as a result of regulatory and competitive factors. Among the primary agents of change has been the Energy Policy Act of 1992 (Energy Act). The Energy Act allows Independent Power Producers (IPPs) to access a utility's transmission network in order to sell electricity to other utilities. This enhances the incentive for IPPs to build cogeneration plants for a utility's large industrial and commercial customers and sell energy generation to other utilities. Also, electricity sales for resale rates are being driven down by wholesale transmission access and numerous potential new energy suppliers, including power marketers and brokers. The Company is aggressively working to maintain and expand its share of wholesale sales in the Southeastern power markets. Although the Energy Act does not permit retail transmission access, it has been a catalyst for some emerging restructuring and consolidation within the utility industry. There are federal and various state initiatives in various stages which would promote wholesale and retail competition. Certain of these initiatives would result in some form of separation of generation, transmission and distribution facilities. As these changes take place the structure of the utility industry could change. Restructuring initiatives are being discussed in Mississippi; none have been enacted to date. Enactment would have to encompass the resolution of numerous complex legislative, jurisdictional, financial and operational issues. Mississippi Power is subject to the provisions of Financial Accounting Standards Board Statement No. 71, Accounting for the Effects of Certain Types of Regulation. In the event that a portion of the Company's operations is no longer subject to these provisions, the Company would be required to write off related regulatory assets and liabilities that are not specifically recoverable, and determine if any other assets have been impaired. See Note 1 to the financial statements under "Regulatory Assets and Liabilities" for additional information. The inability of Mississippi Power to recover its investment, including regulatory assets, could have a material adverse effect on the financial condition of the Company. The Company is attempting to minimize or reduce its cost exposure. Continuing to be a low-cost producer could provide significant opportunities to increase market share and profitability in markets that evolve with changing regulation. Conversely, unless Mississippi Power remains a low-cost producer and provides quality service, the Company's retail energy sales growth could be limited, and this could significantly erode earnings. The Company is heavily dependent upon complex computer systems for all phases of its operations. The year 2000 issue--common to most corporations--concerns the inability of certain software and databases to properly recognize date sensitive information related to the year 2000 and thereafter. This problem could result in a material disruption to the company's operations, if not corrected. Mississippi Power has assessed and developed a detailed strategy to prevent or at least minimize problems related to the year 2000 issue. In 1997, resources were committed and implementation began to modify the affected information systems. Total costs related to the project are estimated to be approximately $4.8 million, of which $0.5 million was spent in 1997. Most all remaining costs will be expensed in 1998. Implementation is currently on schedule. Although, the degree of success of this project cannot be determined at this time, management believes that there will be no significant effect on the Company's operations. 6 MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) Mississippi Power Company 1997 Annual Report Exposure to Market Risk Due to cost-based rate regulation, the Company has limited exposure to market volatility in interest rates and prices of electricity. To mitigate residual risks relative to movements in electricity prices, the Company enters into fixed price contracts for the purchase and sale of electricity through the wholesale electricity market. Realized gains and losses are recognized in the income statement as incurred. At December 31, 1997, exposure from these activities was not material to the Company's financial position, results of operations, or cash flows. New Accounting Standards The FASB has issued Statement No. 130, Reporting Comprehensive Income, which will be effective in 1998. This statement establishes standards for reporting and display of comprehensive income and its components in a full set of general purpose financial statements. The objective of the statement is to report a measure of all changes in equity of an enterprise that result from transactions and other economic events of the period other than transactions with owners (comprehensive income). Comprehensive income is the total of net income and all other non-owner changes in equity. The Company will adopt the new rules in 1998. The FASB has issued Statement No. 131, Disclosure about Segments of an Enterprise and Related Information. Southern Company adopted the new rules effective December 31, 1997. This statement requires that a public business enterprise report financial and descriptive information about its reportable operating segments. This statement also establishes standards for related disclosures about products and services, geographic areas, and major customers. Mississippi Power adopted the new rules in 1997, and they did not have any significant impact on the Company's financial reporting. However, this conclusion may change as industry restructuring and competitive factors influence the Company's operations. FINANCIAL CONDITION Overview The principal change in Mississippi Power's financial condition during 1997 was gross property additions to utility plant of $55 million. Funding for gross property additions and other capital requirements has been provided from operating activities, principally earnings and the non-cash charges to income of depreciation and amortization, and the issuance of preferred securities. The Statements of Cash Flows provide additional details. Financing Activity Retirements, including maturities during 1997, primarily related to preferred stock, totaled some $42 million. In February 1997, Mississippi Power Capital Trust I (Trust I), of which the Company owns all the common securities, issued $35 million of 7.75 percent mandatorily redeemable preferred securities. Substantially all of the assets of Trust I are $36 million aggregate principal amount of the Company's 7.75 percent junior subordinated notes due February 15, 2037. (See the Statements of Cash Flows for further details.) Composite financing rates for the years 1995 through 1997 as of year-end were as follows: 1997 1996 1995 ----------------------------- Composite interest rate on long-term debt 6.16% 6.03% 6.63% Composite preferred stock dividend rate 6.33% 6.58% 6.58% Composite interest rate on preferred securities 7.75% - - ----------------------------------------------------------- The decrease in the composite dividend rate on preferred stock in 1997 is primarily the result of retirements. Capital Structure At year-end 1997, the Company's ratio of common equity to total capitalization, excluding long-term debt due within one year, was 52.0 percent, compared to 48.9 percent in 1996. The increase in equity ratio in 1997 is attributed to the reclassification of $35 million of long-term debt to a current liability. Capital Requirements for Construction The Company's projected construction expenditures for the next three years total $450 million ($67 million in 1998, $92 million in 1999, and $291 million in 2000). The major emphasis within the construction program will be on the upgrade of existing facilities and the addition of combined cycle generation. In 1998, Mississippi Power received approval from the MPSC to build up to 1,000 megawatts of natural gas-fired combined cycle generation at Plant Daniel. Construction is expected to begin in 1999. Revisions may be necessary because of factors such as changes in business conditions, revised load projections, the availability and cost of capital, and changes in environmental regulations, and alternatives such as leasing. 7 MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) Mississippi Power Company 1997 Annual Report Other Capital Requirements In addition to the funds required for the Company's construction program, approximately $155.1 million will be required by the end of 2000 for present sinking fund requirements and maturities of long-term debt. Mississippi Power plans to continue, when economically feasible, to retire higher cost debt and preferred stock and replace these obligations with lower-cost capital if market conditions permit. Environmental Matters In November 1990, the Clean Air Act was signed into law. Title IV of the Clean Air Act -- the acid rain compliance provision of the law -- significantly affected Mississippi Power and the other operating companies of Southern Company. Specific reductions in sulfur dioxide and nitrogen oxide emissions from fossil-fired generating plants are required in two phases. Phase I compliance began in 1995 and initially affected 28 generating plants in the Southern electric system. As a result of Southern Company's compliance strategy, an additional 22 generating units were brought into compliance with Phase I requirements. Phase II compliance is required in 2000, and all fossil-fired generating plants will be affected. Southern Company achieved Phase I sulfur dioxide compliance at the affected plants by switching to low-sulfur coal, which required some equipment upgrades. Construction expenditures for Phase I compliance totaled approximately $65 million for Mississippi Power. For Phase II sulfur dioxide compliance, Southern Company could use emission allowances, increase fuel switching, and/or install flue gas desulfurization equipment at selected plants. The full impact of Phase II compliance cannot now be determined with certainty, pending the continuing development of a market for emission allowances, the completion of EPA regulations, and the possibility of new emission reduction technologies. Mississippi Power's ECO Plan is designed to allow recovery of costs of compliance with the Clean Air Act, as well as other environmental statutes and regulations. The MPSC reviews environmental projects and the Company's environmental policy through the ECO Plan. Under the ECO Plan, any increase in the annual revenue requirement is limited to 2 percent of retail revenues. Mississippi Power's management believes that the ECO Plan provides for recovery of the Clean Air Act costs. See Note 3 to the financial statements under "Environmental Compliance Overview Plan" for additional information. A significant portion of costs related to the acid rain provision of the Clean Air Act is expected to be recovered through existing ratemaking provisions. However, there can be no assurance that all Clean Air Act costs will be recovered. In July 1997, the Environmental Protection Agency (EPA) revised the national ambient air quality standards for ozone and particulate matter. This revision makes the standards significantly more stringent. Also, in October 1997, the EPA issued a proposed regional ozone rule which-- if implemented-- could require substantial further reductions in NOx emissions from fossil-fueled generating facilities. Implementation of the standards and the proposed rule could result in significant additional compliance costs and capital expenditures that cannot be determined at this time. The EPA and state environmental regulatory agencies are reviewing and evaluating various matters including: emission control strategies for ozone non-attainment areas; additional controls for hazardous air pollutant emissions; and hazardous waste disposal requirements. The impact of new standards will depend on the development and implementation of applicable regulations. The Company must comply with other environmental laws and regulations that cover the handling and disposal of hazardous waste. Under these various laws and regulations, the Company could incur costs to clean up properties currently or previously owned. Upon identifying potential sites, the Company conducts studies, when possible, to determine the extent of any required cleanup costs. Should remediation be determined to be probable, reasonable estimates of costs to clean up such sites are developed and recognized in the financial statements. A currently owned site where manufactured gas plant operations were located prior to the Company's ownership is being investigated for potential remediation. See Note 3 to the financial statements under "Environmental Compliance Overview Plan" for additional information. Several major pieces of environmental legislation are being considered for reauthorization or amendment by Congress. These include: the Clean Air Act; the 8 MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) Mississippi Power Company 1997 Annual Report Clean Water Act; the Comprehensive Environmental Response, Compensation, and Liability Act; the Resource Conservation and Recovery Act; and the Endangered Species Act. Changes to these laws could affect many areas of the Company's operations. The full impact of any such changes cannot be determined at this time. Compliance with possible additional legislation related to global climate change, electromagnetic fields, and other environmental and health concerns could significantly affect the Company. The impact of new legislation -- if any - -- will depend on the subsequent development and implementation of applicable regulations. In addition, the potential exists for lawsuits alleging damages caused by electromagnetic fields. The likelihood or outcome of such potential lawsuits cannot be determined at this time. Sources of Capital At December 31, 1997, the Company had $76.3 million of unused committed credit agreements. The Company had no short-term notes payable outstanding at year end 1997. It is anticipated that the funds required for construction and other purposes, including compliance with environmental regulations, will be derived from sources similar to those used in the past. These sources were primarily the issuances of first mortgage bonds and preferred stock, in addition to pollution control revenue bonds issued for the Company's benefit by public authorities. Recently, the Company issued trust preferred securities and plans to issue unsecured debt in 1998. In this regard, Mississippi Power sought and obtained stockholder approval in 1997 to amend its corporate charter eliminating restrictions on the amounts of unsecured indebtedness the Company may incur. Mississippi Power is required to meet certain coverage requirements specified in its mortgage indenture and corporate charter to issue new first mortgage bonds and preferred stock. The Company's coverage ratios are sufficiently high enough to permit, at present interest rate levels, any foreseeable security sales. The amount of securities which the Company will be permitted to issue in the future will depend upon market conditions and other factors prevailing at that time. Cautionary Statement Regarding Forward-Looking Information This annual report, including the foregoing Management's Discussion and Analysis, contains forward-looking statements in addition to historical information. The Company cautions that there are various important factors that could cause actual results to differ materially from those indicated in the forward-looking statements; accordingly, there can be no assurance that such indicated results will be realized. These factors include legislative and regulatory initiatives regarding deregulation and restructuring of the electric utility industry; the extent and timing of the entry of additional competition in the Company's markets; potential business strategies -- including acquisitions or dispositions of assets or internal restructuring -- that may be pursued by the Company; state and federal rate regulation; changes in or application of environmental and other laws and regulations to which the Company is subject; political, legal and economic conditions and developments; financial market conditions and the results of financing efforts; changes in commodity prices and interest rates; weather and other natural phenomena; and other factors discussed in the reports (including Form 10-K) filed from time to time by the Company with the SEC. 9 STATEMENTS OF INCOME For the Years Ended December 31, 1997, 1996, and 1995 Mississippi Power Company 1997 Annual Report - --------------------------------------------------------------------------------------------------------------------------- 1997 1996 1995 - --------------------------------------------------------------------------------------------------------------------------- (in thousands) Operating Revenues (Notes 1 and 3): Revenues $ 533,445 $ 522,199 $ 508,862 Revenues from affiliates 10,143 21,830 7,691 - --------------------------------------------------------------------------------------------------------------------------- Total operating revenues 543,588 544,029 516,553 - --------------------------------------------------------------------------------------------------------------------------- Operating Expenses: Operation-- Fuel 142,059 141,532 111,071 Purchased power from non-affiliates 14,536 17,960 6,019 Purchased power from affiliates 37,794 33,245 57,777 Other 102,365 106,061 107,296 Maintenance 47,302 47,091 39,627 Depreciation and amortization 45,574 44,906 39,224 Taxes other than income taxes 44,034 43,545 42,443 Federal and state income taxes (Note 8) 31,968 32,618 34,486 - --------------------------------------------------------------------------------------------------------------------------- Total operating expenses 465,632 466,958 437,943 - --------------------------------------------------------------------------------------------------------------------------- Operating Income 77,956 77,071 78,610 Other Income (Expense): Interest income 857 239 199 Other, net 2,368 4,145 4,962 Income taxes applicable to other income 588 (932) (1,006) - --------------------------------------------------------------------------------------------------------------------------- Income Before Interest Charges 81,769 80,523 82,765 - --------------------------------------------------------------------------------------------------------------------------- Interest Charges: Interest on long-term debt 19,856 19,898 21,898 Interest on notes payable 96 1,416 1,141 Amortization of debt discount, premium, and expense, net 1,577 1,547 1,510 Other interest charges 574 40 786 Distributions on preferred securities of subsidiary trust 2,369 - - - --------------------------------------------------------------------------------------------------------------------------- Net interest charges 24,472 22,901 25,335 - --------------------------------------------------------------------------------------------------------------------------- Net Income 57,297 57,622 57,430 Dividends on Preferred Stock 3,287 4,899 4,899 =========================================================================================================================== Net Income After Dividends on Preferred Stock $ 54,010 $ 52,723 $ 52,531 =========================================================================================================================== The accompanying notes are an integral part of these statements. 10 STATEMENTS OF CASH FLOWS For the Years Ended December 31, 1997, 1996, and 1995 Mississippi Power Company 1997 Annual Report - ---------------------------------------------------------------------------------------------------------------------------------- 1997 1996 1995 - ---------------------------------------------------------------------------------------------------------------------------------- (in thousands) Operating Activities: Net income $ 57,297 $ 57,622 $ 57,430 Adjustments to reconcile net income to net cash provided by operating activities-- Depreciation and amortization 49,661 50,551 51,588 Deferred income taxes (1,809) 74 (480) Other, net 3,206 9,443 5,338 Changes in certain current assets and liabilities-- Receivables, net (8,583) 5,118 (8,758) Inventories 3,148 4,973 3,962 Payables 8,357 2,077 17,421 Taxes accrued 2,515 532 - Other 1,465 (240) 681 - ---------------------------------------------------------------------------------------------------------------------------------- Net cash provided from operating activities 115,257 130,150 127,182 - ---------------------------------------------------------------------------------------------------------------------------------- Investing Activities: Gross property additions (55,375) (61,314) (67,570) Other (489) (2,258) (1,697) - ---------------------------------------------------------------------------------------------------------------------------------- Net cash used for investing activities (55,864) (63,572) (69,267) - ---------------------------------------------------------------------------------------------------------------------------------- Financing Activities: Proceeds-- Capital contribution - 27 - First mortgage bonds - - 30,000 Pollution control bonds - - 10,600 Preferred securities 35,000 - - Other long-term debt - 80,000 - Retirements-- Preferred stock (42,518) - - First mortgage bonds - (45,447) (1,625) Pollution control bonds (10) (10) (10) Other long-term debt - (55,000) (40,689) Payment of preferred stock dividends (3,287) (4,899) (4,899) Payment of common stock dividends (49,400) (43,900) (39,400) Miscellaneous (1,804) (2,932) (568) - ---------------------------------------------------------------------------------------------------------------------------------- Net cash used for financing activities (62,019) (72,161) (46,591) - ---------------------------------------------------------------------------------------------------------------------------------- Net Change in Cash and Cash Equivalents (2,626) (5,583) 11,324 Cash and Cash Equivalents at Beginning of Year 7,058 12,641 1,317 - ---------------------------------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents at End of Year $ 4,432 $ 7,058 $ 12,641 ================================================================================================================================== Supplemental Cash Flow Information: Cash paid during the period for-- Interest (net of amount capitalized) $ 22,297 $ 21,467 $ 23,308 Income taxes 33,450 34,072 36,908 - ---------------------------------------------------------------------------------------------------------------------------------- ( ) Denotes use of cash. The accompanying notes are an integral part of these statements. 11 BALANCE SHEETS At December 31, 1997 and 1996 Mississippi Power Company 1997 Annual Report - -------------------------------------------------------------------------------------------------------------------------------- ASSETS 1997 1996 - -------------------------------------------------------------------------------------------------------------------------------- (in thousands) Utility Plant: Plant in service, at original cost (Notes 1 and 6) $ 1,518,402 $ 1,483,875 Less accumulated provision for depreciation 559,098 526,776 - -------------------------------------------------------------------------------------------------------------------------------- 959,304 957,099 Construction work in progress 41,083 35,100 - -------------------------------------------------------------------------------------------------------------------------------- Total 1,000,387 992,199 - -------------------------------------------------------------------------------------------------------------------------------- Other Property and Investments 650 3,054 - -------------------------------------------------------------------------------------------------------------------------------- Current Assets: Cash and cash equivalents 4,432 7,058 Receivables-- Customer accounts receivable 32,220 26,364 Regulatory clauses under recovery 7,619 7,300 Other accounts and notes receivable 8,666 7,468 Affiliated companies 7,398 6,329 Accumulated provision for uncollectible accounts (698) (839) Fossil fuel stock, at average cost 10,651 12,168 Materials and supplies, at average cost 19,452 21,083 Current portion of accumulated deferred income taxes 8,379 7,227 Prepayments 1,791 4,744 Vacation pay deferred 5,030 4,806 - -------------------------------------------------------------------------------------------------------------------------------- Total 104,940 103,708 - -------------------------------------------------------------------------------------------------------------------------------- Deferred Charges: Debt expense and loss, being amortized 12,234 12,220 Deferred charges related to income taxes (Note 8) 21,906 22,274 Long-term notes receivable 2,837 3,737 Workforce Reduction Plan 18,236 - Miscellaneous 5,639 5,135 - -------------------------------------------------------------------------------------------------------------------------------- Total 60,852 43,366 - -------------------------------------------------------------------------------------------------------------------------------- Total Assets $ 1,166,829 $ 1,142,327 ================================================================================================================================ The accompanying notes are an integral part of these statements. 12 BALANCE SHEETS (continued) At December 31, 1997 and 1996 Mississippi Power Company 1997 Annual Report - -------------------------------------------------------------------------------------------------------------------------------- CAPITALIZATION AND LIABILITIES 1997 1996 - -------------------------------------------------------------------------------------------------------------------------------- (in thousands) Capitalization (See accompanying statements): Common stock equity $ 387,824 $ 383,734 Preferred stock 31,896 74,414 Company obligated mandatorily redeemable preferred securities of subsidiary trust holding Company Junior Subordinated Notes (Note 9) 35,000 - Long-term debt 291,665 326,379 - -------------------------------------------------------------------------------------------------------------------------------- Total 746,385 784,527 - -------------------------------------------------------------------------------------------------------------------------------- Current Liabilities: Long-term debt due within one year (Note 11) 35,020 10 Accounts payable-- Affiliated companies 8,548 4,136 Regulatory clauses over recovery 15,476 8,788 Other 34,065 38,720 Customer deposits 3,225 3,154 Taxes accrued-- Federal and state income 1,101 - Other 33,859 32,445 Interest accrued 4,098 4,384 Miscellaneous 12,797 13,942 - -------------------------------------------------------------------------------------------------------------------------------- Total 148,189 105,579 - -------------------------------------------------------------------------------------------------------------------------------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes (Note 8) 134,645 133,437 Accumulated deferred investment tax credits 27,121 28,333 Deferred credits related to income taxes (Note 8) 38,203 40,568 Postretirement benefits other than pension 25,145 21,850 Accumulated provision for property damage (Note 1) 13,991 12,955 Workforce Reduction Plan 15,700 - Miscellaneous 17,450 15,078 - -------------------------------------------------------------------------------------------------------------------------------- Total 272,255 252,221 - -------------------------------------------------------------------------------------------------------------------------------- Commitments and Contingent Matters (Notes 2, 3, 4, and 5) Total Capitalization and Liabilities $ 1,166,829 $ 1,142,327 ================================================================================================================================ The accompanying notes are an integral part of these statements. 13 STATEMENTS OF CAPITALIZATION At December 31, 1997 and 1996 Mississippi Power Company 1997 Annual Report - --------------------------------------------------------------------------------------------------------------------------- 1997 1996 1997 1996 - --------------------------------------------------------------------------------------------------------------------------- (in thousands) (percent of total) Common Stock Equity: Common stock, without par value -- Authorized -- 1,130,000 shares Outstanding -- 1,121,000 shares in 1997 and 1996 $ 37,691 $ 37,691 Paid-in capital 179,389 179,389 Premium on preferred stock 327 372 Retained earnings (Note 12) 170,417 166,282 - --------------------------------------------------------------------------------------------------------------------------- Total common stock equity 387,824 383,734 52.0% 48.9% - --------------------------------------------------------------------------------------------------------------------------- Cumulative Preferred Stock: $100 par value -- Authorized -- 1,244,139 shares Outstanding --318,955 shares in 1997 and 744,139 shares in 1996 4.40% 948 4,000 4.60% 874 2,010 4.72% 1,670 5,000 6.32% 15,000 15,000 6.65% 8,404 8,404 7.00% 5,000 5,000 7.25% - 35,000 - --------------------------------------------------------------------------------------------------------------------------- Total (annual dividend requirement -- $2,018,000) 31,896 74,414 4.3 9.5 - --------------------------------------------------------------------------------------------------------------------------- Company Obligated Mandatorily Redeemable Preferred Securities (Note 9): $25 liquidation value -- 7.75% 35,000 - - --------------------------------------------------------------------------------------------------------------------------- Total (annual dividend requirement -- $2,713,000) 35,000 - 4.7 - - --------------------------------------------------------------------------------------------------------------------------- Long-Term Debt: First mortgage bonds -- Maturity Interest Rates March 1, 1998 5 3/8% 35,000 35,000 August 1, 2000 6 5/8% 40,000 40,000 March 1, 2004 6.60% 35,000 35,000 June 1, 2023 7.45% 35,000 35,000 December 1, 2025 6 7/8% 30,000 30,000 - --------------------------------------------------------------------------------------------------------------------------- Total first mortgage bonds 175,000 175,000 Pollution control obligations (Note 10) 73,725 73,735 Other long-term debt (Note 10) 80,000 80,000 Unamortized debt premium (discount), net (2,040) (2,346) - --------------------------------------------------------------------------------------------------------------------------- Total long-term debt (annual interest requirement--$20,246,000) 326,685 326,389 Less amount due within one year (Note 11) 35,020 10 - --------------------------------------------------------------------------------------------------------------------------- Long-term debt excluding amount due within one year 291,665 326,379 39.0 41.6 - --------------------------------------------------------------------------------------------------------------------------- Total Capitalization $ 746,385 $ 784,527 100.0% 100.0% =========================================================================================================================== The accompanying notes are an integral part of these statements. 14 STATEMENTS OF RETAINED EARNINGS For the Years Ended December 31, 1997, 1996, and 1995 Mississippi Power Company 1997 Annual Report - --------------------------------------------------------------------------------------------------------------------- 1997 1996 1995 - --------------------------------------------------------------------------------------------------------------------- (in thousands) Balance at Beginning of Period $ 166,282 $ 157,459 $ 144,328 Net income after dividends on preferred stock 54,010 52,723 52,531 Cash dividends on common stock (49,400) (43,900) (39,400) Preferred stock transactions and other, net (475) - - ===================================================================================================================== Balance at End of Period (Note 12) $ 170,417 $ 166,282 $ 157,459 ===================================================================================================================== STATEMENTS OF PAID-IN CAPITAL For the Years Ended December 31, 1997, 1996, and 1995 - --------------------------------------------------------------------------------------------------------------------- 1997 1996 1995 - --------------------------------------------------------------------------------------------------------------------- (in thousands) Balance at Beginning of Period $ 179,389 $ 179,362 $ 179,362 Contributions to capital by parent company - 27 - ===================================================================================================================== Balance at End of Period $ 179,389 $ 179,389 $ 179,362 ===================================================================================================================== The accompanying notes are an integral part of these statements. 15 NOTES TO FINANCIAL STATEMENTS Mississippi Power Company 1997 Annual Report 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General Mississippi Power Company is a wholly owned subsidiary of Southern Company, which is the parent company of five operating companies, Southern Company Services (SCS), Southern Communications Services (Southern Communications), Southern Energy, Inc. (Southern Energy), Southern Nuclear Operating Company (Southern Nuclear), and Southern Energy Solutions, and other direct and indirect subsidiaries. The operating companies (Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, and Savannah Electric and Power Company) provide electric service in four southeastern states. Contracts among the companies--dealing with jointly owned generating facilities, interconnecting transmission lines, and the exchange of electric power--are regulated by the Federal Energy Regulatory Commission (FERC) and/or the Securities and Exchange Commission. SCS provides, at cost, specialized services to Southern Company and to the subsidiary companies. Southern Communications provides digital wireless communications services to the operating companies and also markets these services to the public within the Southeast. Worldwide, Southern Energy develops and manages electricity and other energy related projects, including domestic energy trading and marketing. Southern Nuclear provides services to Southern Company's nuclear power plants. Southern Energy Solutions develops new business opportunities related to energy products and services. Southern Company is registered as a holding company under the Public Utility Holding Company Act of 1935 (PUHCA). Both Southern Company and its subsidiaries are subject to the regulatory provisions of the PUHCA. Mississippi Power is also subject to regulation by the FERC and the Mississippi Public Service Commission (MPSC). The Company follows generally accepted accounting principles and complies with the accounting policies and practices prescribed by the respective commissions. The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and the actual results may differ from those estimates. Certain prior years' data presented in the financial statements have been reclassified to conform with current year presentation. Regulatory Assets and Liabilities Mississippi Power is subject to the provisions of Financial Accounting Standards Board (FASB) Statement No. 71, Accounting for the Effects of Certain Types of Regulation. Regulatory assets represent probable future revenues to the Company associated with certain costs that are expected to be recovered from customers through the ratemaking process. Regulatory liabilities represent probable future reductions in revenues associated with amounts that are expected to be credited to customers through the ratemaking process. Regulatory assets and (liabilities) reflected in the Balance Sheets as of December 31 relate to: 1997 1996 ------------------------- (in thousands) Deferred income taxes $21,906 $22,274 Vacation pay 5,030 4,806 Workforce reduction costs - 1,991 Workforce reduction plan of 1997 18,236 - Premium on reacquired debt 9,508 10,672 Deferred environmental costs 1,583 1,679 Property damage reserve (13,991) (12,955) Deferred income tax credits (38,203) (40,568) Other, net (2,982) (2,882) - ---------------------------------------------------------------- Total $ 1,087 $(14,983) ================================================================ In the event that a portion of the Company's operations is no longer subject to the provisions of FASB Statement No. 71, the Company would be required to write off the net regulatory assets and liabilities related to that portion of operations that are not specifically recoverable through regulated rates. In addition, the Company would be required to determine any impairment to other assets, including plant, and, write down the assets, if impaired, to their fair value. Revenues Mississippi Power accrues revenues for service rendered but unbilled at the end of each fiscal period. The Company's retail and wholesale rates include provisions to adjust billings for fluctuations in fuel, the energy component of purchased power costs and certain other costs. Retail rates also include 16 NOTES (continued) Mississippi Power Company 1997 Annual Report provisions to adjust billings for fluctuations in costs for ad valorem taxes and certain qualifying environmental costs. Revenues are adjusted for differences between actual allowable amounts and the amounts included in rates. The Company has a diversified base of customers. No single customer or industry comprises 10 percent or more of revenues. In 1997, uncollectible accounts continued to average less than 1 percent of revenues. Depreciation Depreciation of the original cost of depreciable utility plant in service is provided by using composite straight-line rates which approximated 3.3 percent in 1997 and 1996, and 3.2 percent in 1995. When property subject to depreciation is retired or otherwise disposed of in the normal course of business, its cost - -- together with the cost of removal, less salvage -- is charged to the accumulated provision for depreciation. Minor items of property included in the original cost of the plant are retired when the related property unit is retired. Depreciation expense includes an amount for the expected cost of removal of facilities. Income Taxes Mississippi Power uses the liability method of accounting for deferred income taxes and provides deferred income taxes for all significant income tax temporary differences. Investment tax credits utilized are deferred and amortized to income over the average lives of the related property. Utility Plant Utility plant is stated at original cost. This cost includes: materials; labor; minor items of property; appropriate administrative and general costs; payroll-related costs such as taxes, pensions, and other benefits; and the estimated cost of funds used during construction. If applicable, the cost of maintenance, repairs, and replacement of minor items of property are charged to maintenance expense except for the maintenance of coal cars and a portion of the railway track maintenance, which are charged to fuel stock. The cost of replacements of property (exclusive of minor items of property) is charged to utility plant. Cash and Cash Equivalents For purposes of the Statements of Cash Flows, temporary cash investments are considered cash equivalents. Temporary cash investments are securities with original maturities of 90 days or less. Financial Instruments In accordance with FASB Statement No. 107, Disclosure About Fair Value of Financial Instruments, all financial instruments of the Company for which the carrying amount does not approximate fair value, at December 31 are as follows: Carrying Fair Amount Value -------------------- (in millions) Long-term debt: At December 31, 1997 $327 $330 At December 31, 1996 326 324 Preferred securities: At December 31, 1997 35 36 At December 31, 1996 - - - -------------------------------------------------------- The fair value for long-term debt and preferred securities was based on either closing market price or closing price of comparable instruments. Materials and Supplies Generally, materials and supplies include the cost of transmission, distribution and generating plant materials. Materials are charged to inventory when purchased and then expensed or capitalized to plant, as appropriate, when used or installed. Provision for Property Damage Mississippi Power is self-insured for the cost of storm, fire and other uninsured casualty damage to its property, including transmission and distribution facilities. As permitted by regulatory authorities, the Company provided for such costs by charges to income of $1.5 million in each of the years 1997, 1996 and 1995. The cost of repairing damage resulting from such events that individually exceed $50 thousand is charged to the accumulated provision to the extent it is available. Effective January 1995, regulatory treatment by the MPSC allowed a maximum accumulated provision of $18 million. As of December 31, 1997, the accumulated provision amounted to $14.0 million. 17 NOTES (continued) Mississippi Power Company 1997 Annual Report 2. RETIREMENT BENEFITS Pension Plan Mississippi Power has a defined benefit, trusteed, non-contributory pension plan that covers substantially all regular employees. Benefits are based on one of the following formulas: years of service and final average pay or years of service and a flat-dollar benefit. The Company uses the "entry age normal method with a frozen initial liability" actuarial method for funding purposes, subject to limitations under federal income tax regulations. Amounts funded to the pension trust are primarily invested in equity and fixed-income securities. FASB Statement No. 87, Employers' Accounting for Pensions, requires use of the "projected unit credit" actuarial method for financial reporting purposes. Postretirement Benefits Mississippi Power also provides certain medical care and life insurance benefits for retired employees. Substantially all employees may become eligible for these benefits when they retire. The Company funds trusts to the extent deductible under federal income tax regulations or to the extent required by the Company's regulatory commissions. Amounts funded are primarily invested in debt and equity securities. FASB Statement No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions, requires that medical care and life insurance benefits for retired employees be accounted for on an accrual basis using a specified actuarial method, "benefit/years-of-service." The cost of postretirement benefits is reflected in rates on a current basis. Funded Status and Cost of Benefits The funded status of the plans and reconciliation to amounts reflected in the Balance Sheets at December 31 are as follows: Pension ------------------------ 1997 1996 ------------------------ (in thousands) Actuarial present value of benefit obligation: Vested benefits $102,764 $92,091 Non-vested benefits 3,120 5,191 -------------------------------------------------------------- Accumulated benefit obligation 105,884 97,282 Additional amounts related to projected salary increases 26,247 30,552 -------------------------------------------------------------- Projected benefit obligation 132,131 127,834 Less: Fair value of plan assets 207,457 179,658 Unrecognized net gain (78,936) (56,674) Unrecognized prior service cost 5,819 6,422 Unrecognized transition asset (4,904) (5,449) -------------------------------------------------------------- Accrued liability recognized in the Balance Sheets $ 2,695 $3,877 ============================================================== Postretirement Benefits ------------------------ 1997 1996 ------------------------ (in thousands) Actuarial present value of benefit obligation: Retirees and dependents $19,816 $20,841 Employees eligible to retire 3,691 2,703 Other employees 19,910 17,564 ------------------------------------------------------------ Accumulated benefit obligation 43,417 41,108 Less: Fair value of plan assets 12,916 10,210 Unrecognized net (gain)/ loss (1,980) 1,136 Unrecognized transition obligation 5,314 5,911 ------------------------------------------------------------ Accrued liability recognized in the Balance Sheets $27,167 $23,851 ============================================================ 18 NOTES (continued) Mississippi Power Company 1997 Annual Report The weighted average rates assumed in the above actuarial calculations were: 1997 1996 1995 --------------------------------- Discount 7.5% 7.8% 7.3% Annual salary increase 5.0 5.3 4.8 Long-term return on plan assets 8.5 8.5 8.5 ------------------------------------------------------------ An additional assumption used in measuring the accumulated postretirement benefit obligation was a weighted average medical care cost trend rate of 8.8 percent for 1997, decreasing gradually to 5.5 percent through the year 2005 and remaining at that level thereafter. An annual increase in the assumed medical care cost trend rate of 1 percent would increase the accumulated benefit obligation as of December 31, 1997, by $3.3 million and the aggregate of the service and interest cost components of the net retiree cost by $0.3 million. Components of the plans' net cost are shown below: Pension -------------------------------- 1997 1996 1995 -------------------------------- (in thousands) Benefits earned during the year $4,015 $ 3,842 $ 3,636 Interest cost on projected benefit obligation 9,408 9,310 8,434 Actual (return) loss on plan assets (30,680) (20,438) (32,232) Net amortization and deferral 16,026 6,442 18,650 -------------------------------------------------------------- Net pension income $(1,231) $ (844) $ (1,512) ============================================================== Of the above net pension income, $(0.9) million in 1997, $(0.6) million in 1996, and $(1.1) million in 1995 were recorded in operating expenses, and the remainder was recorded in construction and other accounts. Postretirement Benefits ------------------------------ 1997 1996 1995 ------------------------------ (in thousands) Benefits earned during the year $ 867 $ 958 $1,525 Interest cost on accumulated benefit obligation 2,922 2,830 3,442 Amortization of transition obligation over 20 years 362 362 1,027 Actual (return) loss on plan assets (1,388) (990) (1,436) Net amortization and deferral 566 312 851 ================================================================ Net postretirement costs $3,329 $3,472 $5,409 ================================================================ Of the above net postretirement costs recorded, $2.6 million in 1997, $2.8 million in 1996, and $3.9 million in 1995 were recorded in operating expenses, and the remainder was recorded in construction and other accounts. Workforce Reduction Programs During 1994, Mississippi Power and SCS instituted workforce reduction programs. The costs of the SCS workforce reduction program were apportioned among the various entities that form the Southern electric system, with the Company's portion amounting to $1.4 million. The Company instituted an early retirement incentive program in April 1994 and deferred the related costs of approximately $12.9 million. The Company received authority from the MPSC to defer these costs, as well as its portion of the costs of the SCS program, and to amortize over a period not to exceed 60 months, beginning no later than January 1995. The Company expensed $2.0 million, $5.3 million, and $4.0 million of the cost of these programs in 1997, 1996 and 1995, respectively. In 1997, Mississippi Power expensed its pro-rata share of the costs for affiliated companies' programs of $0.5 million. In 1997, approximately one hundred employees of Mississippi Power, in certain areas, including finance, environmental quality and external affairs, accepted the terms under a workforce reduction plan. The total cost to be incurred in connection with this voluntary plan is expected to be $18.2 million. The MPSC approved the deferral and amortization of these program costs over a period not to exceed 60 months beginning no later than July 1998. The unamortized balance of this program was $18.2 million at December 31, 1997. 19 NOTES (continued) Mississippi Power Company 1997 Annual Report 3. LITIGATION AND REGULATORY MATTERS Retail Rate Adjustment Plans Mississippi Power's retail base rates are set under a Performance Evaluation Plan (PEP) approved by the MPSC in 1994. PEP was designed with the objective that the plan would reduce the impact of rate changes on the customer and provide incentives for Mississippi Power to keep customer prices low. PEP includes a mechanism for sharing rate adjustments based on the Company's ability to maintain low rates for customers and on the Company's performance as measured by three indicators that emphasize price and service to the customer. PEP provides for semiannual evaluations of Mississippi's performance-based return on investment. Any change in rates is limited to 2 percent of retail revenues per evaluation period. PEP will remain in effect until the MPSC modifies or terminates the plan. In September 1996, the MPSC under PEP approved a retail revenue increase of $4.5 million (1.06 percent of annual retail revenue) which became effective in October 1996. There were no PEP retail revenue changes for 1997. FERC Reviews Equity Returns In May 1991, the FERC ordered that hearings be conducted concerning the reasonableness of the operating companies' wholesale rate schedules and contracts that have a return on equity of 13.75 percent or greater. The contracts that could be affected by the hearings include substantially all of the transmission, unit power, long-term power and other similar contracts, including the Company's transmission facilities agreement discussed in Note 5 under "Lease Agreements." In August 1992, a FERC administrative law judge issued an opinion that changes in rate schedules and contracts were not necessary and that the FERC staff failed to show how any changes were in the public interest. The FERC staff has filed exceptions to the administrative law judge's opinion, and the matter remains pending before the FERC. In August 1994, the FERC instituted another proceeding based on substantially the same issues as in the 1991 proceeding. In November 1995, a FERC administrative law judge issued an opinion that the FERC staff failed to meet its burden of proof, and therefore, no change in the equity return was necessary. The FERC staff has filed exceptions to the administrative law judge's opinion, and the matter is pending before the FERC. If the rates of return on common equity recommended by the FERC staff were applied to all of the schedules and contracts involved in both proceedings -- as well as certain other contracts that reference these proceedings in determining return on common equity -- and if refunds were ordered, the amount of refunds could range up to approximately $4.1 million for Mississippi Power at December 31, 1997. Although management believes that rates are not excessive and that refunds are not justified, the final outcome of this matter cannot now be determined. Environmental Compliance Overview Plan The MPSC approved Mississippi Power's ECO Plan in 1992. The plan establishes procedures to facilitate the MPSC's overview of the Company's environmental strategy and provides for recovery of costs (including costs of capital) associated with environmental projects approved by the MPSC. Under the ECO Plan any increase in the annual revenue requirement is limited to 2 percent of retail revenues. However, the plan also provides for carryover of any amount over the 2 percent limit into the next year's revenue requirement. The ECO Plan had previously resulted in an annual retail rate increase of $3.7 million, effective in May 1995 which included $1.6 million of 1994 carryover and an annual retail rate increase of $7.6 million, effective in April 1994. The Company's 1996 annual filing under the ECO Plan resulted in a $3.0 million decrease in retail rates, effective in April 1996. In 1997, the Company's filing with the MPSC under the ECO Plan resulted in an annual retail rate increase of $0.9 million. The 1998 ECO filing, if approved by the MPSC, will result in a small decrease in customer prices. Mississippi Power conducts studies, when possible, to determine the extent of any required environmental remediation. Should remediation be determined to be probable, reasonable estimates of costs to clean up such sites are developed and recognized in the financial statements. A currently owned site where manufactured gas plant operations were located prior to the Company's ownership is being investigated for potential remediation. The remedial investigation is near completion and is being conducted in conjunction with the Mississippi Department of Environmental Quality. In recognition of probable further study and remediation, the Company in 1995 recorded a liability and a deferred debit (regulatory asset) of $1.8 million, including feasibility study costs. The Company recognizes such costs as they are incurred and recovers them under the 20 NOTES (continued) Mississippi Power Company 1997 Annual Report ECO Plan as provided in the Company's 1995 ECO order. As of December 31, 1997, the balance in the liability and regulatory asset accounts was $1.6 million. If this site were required to be remediated, industry studies show the Company could incur cleanup costs ranging from $1.5 million to $10 million before giving consideration to possible recovery of clean-up costs from other parties. 4. CONSTRUCTION PROGRAM Mississippi Power is engaged in continuous construction programs, the costs of which are currently estimated to total $67 million in 1998, $92 million in 1999, and $291 million in 2000. The construction program is subject to periodic review and revision, and actual construction costs may vary from the above estimates because of numerous factors. These factors include changes in business conditions; revised load growth estimates; changes in environmental regulations; increasing costs of labor, equipment and materials; and cost of capital. Significant construction will continue related to transmission and distribution facilities, the upgrading of generating plants, and the addition of combined cycle generation. 5. FINANCING AND COMMITMENTS Financing Mississippi Power's construction program is expected to be financed from internal and other sources, such as the issuance of additional long-term debt and preferred stock and the receipt of capital contributions from Southern Company. The amounts of first mortgage bonds and preferred stock which can be issued in the future will be contingent upon market conditions, adequate earnings levels, regulatory authorizations and other factors. At December 31, 1997, Mississippi Power had total committed credit agreements with banks for $96.3 million. At year-end 1997, the unused portion of these committed credit agreements was $76.3 million. These credit agreements expire at various dates in 1998 and in 2000. Some of these agreements allow short-term borrowings to be converted into term loans, payable in 12 equal quarterly installments, with the first installment due at the end of the first calendar quarter after the applicable termination date or at an earlier date at the Company's option. In connection with these credit arrangements, the Company agrees to pay commitment fees based on the unused portions of the commitments or to maintain compensating balances with the banks. At December 31, 1997, the Company had no short-term borrowings outstanding. Assets Subject to Lien Mississippi Power's mortgage indenture dated as of September 1, 1941, as amended and supplemented, which secures the first mortgage bonds issued by the Company, constitutes a direct first lien on substantially all the Company's fixed property and franchises. Lease Agreements In 1984, Mississippi Power and Gulf States Utilities Company (Gulf States) entered into a forty-year transmission facilities agreement whereby Gulf States began paying a use fee to the Company covering all expenses relative to ownership and operation and maintenance of a 500 kV line, including amortization of its original $57 million cost. For the three years ended 1997 use fees collected under this agreement, net of related expenses, amounted to $3.5 million each year, and are included within Other Income in the Statements of Income. In 1989, Mississippi Power entered into a twenty-two year lease agreement for the use of 495 aluminum railcars. In 1994, a second lease agreement for the use of 250 additional aluminum railcars was also entered into for twenty-two years. The Company has the option to purchase the 745 railcars at the greater of lease termination value or fair market value, or to renew the leases at the end of the lease term. In 1997, a third lease agreement for the use of 360 railcars was also entered into for three years, with a monthly renewal option for up to an additional nine months. All of these leases, totaling 1,105 railcars, were for the transport of coal at Plant Daniel. Gulf Power, as joint owner of Plant Daniel, is responsible for one half of the lease cost. The Company's share (50%) of the leases, charged to fuel inventory, was $2.0 million in 1997, and $1.7 million in both 1996 and 1995. The Company's annual lease payments for 1998 through 2002 will average approximately $2.2 million and after 2002, lease payments total in aggregate approximately $18 million. 21 NOTES (continued) Mississippi Power Company 1997 Annual Report Fuel and Purchased Power Commitments To supply a portion of the fuel requirements of its generating plants, Mississippi Power has entered into various long-term commitments for the procurement of fuel. In most cases, these contracts contain provisions for price escalations, minimum production levels, and other financial commitments. Total estimated obligations at December 31, 1997 were as follows: Year Fuel (in millions) 1998 $137 1999 88 - --------------------------------------------------- Total commitments $225 =================================================== Additional commitments for fuel will be required in the future to supply the Company's fuel needs. In 1996, Mississippi Power entered into agreements to purchase options for summer peaking power for the years 1997 through 2000. The Company has purchased options from power marketers for up to 250 megawatts of peaking power in 1997; 300 megawatts in 1998; 350 megawatts in 1999; and 400 megawatts in 2000. In 1997, Mississippi Power exercised its option to purchase 250 megawatts of peaking capacity. In June 1997, the MPSC approved Mississippi Power's request that it be allowed to earn a return on the capacity portion of this agreement. Mississippi Power expects to exercise its options to purchase 300 megawatts of summer peaking capacity in 1998. 6. JOINT OWNERSHIP AGREEMENTS Mississippi Power and Alabama Power own as tenants in common Units 1 and 2 at Greene County Electric Generating Plant (coal) located in Alabama; and Mississippi Power and Gulf Power own as tenants in common Daniel Electric Generating Plant (coal) located in Mississippi. At December 31, 1997, Mississippi Power's percentage ownership and investment in these jointly owned facilities were as follows: Company's Generating Total Percent Gross Accumulated Plant Capacity Ownership Investment Depreciation (Megawatts) (in thousands) Greene County Units 1 and 2 500 40% $ 63,206 $30,168 Daniel 1,000 50% 220,984 92,484 ---------------------------------------------------------------- Mississippi Power's share of plant operating expenses is included in the corresponding operating expenses in the Statements of Income. 7. LONG-TERM POWER SALES AGREEMENTS Mississippi Power and the other operating affiliates of Southern Company have long-term contractual agreements for the sale of capacity and energy to certain non-affiliated utilities located outside the system's service area. Because the energy is generally sold at cost under these agreements, profitability is primarily affected by revenues from capacity sales. The capacity revenues have been $8,000 in 1997; $0 in 1996; and $268,000 in 1995. 8. INCOME TAXES At December 31, 1997, the tax-related regulatory assets and liabilities were $22 million and $38 million, respectively. These assets are attributable to tax benefits flowed through to customers in prior years and to taxes applicable to capitalized AFUDC. These liabilities are attributable to deferred taxes previously recognized at rates higher than current enacted tax law and to unamortized investment tax credits. 22 NOTES (continued) Mississippi Power Company 1997 Annual Report Details of the federal and state income tax provisions are shown below: 1997 1996 1995 --------------------------------- (in thousands) Total provision for income taxes Federal -- Currently payable $27,651 $29,888 $32,546 Deferred --current year 8,171 13,816 5,122 --reversal of prior years (9,236) (14,913) (7,039) --------------------------------------------------------------- 26,586 28,791 30,629 --------------------------------------------------------------- State -- Currently payable 5,537 3,588 3,426 Deferred --current year 1,756 4,727 2,270 --reversal of prior years (2,499) (3,556) (833) --------------------------------------------------------------- 4,794 4,759 4,863 --------------------------------------------------------------- Total 31,380 33,550 35,492 Less income taxes charged to other income (588) 932 1,006 --------------------------------------------------------------- Federal and state income taxes charged to operations $31,968 $32,618 $34,486 =============================================================== The tax effects of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax bases, which give rise to deferred tax assets and liabilities are as follows: 1997 1996 ----------------------------- (in thousands) Deferred tax liabilities: Accelerated depreciation $149,941 $148,667 Basis differences 10,037 10,507 Other 25,097 19,285 ------------------------------------------------------------- Total 185,075 178,459 ------------------------------------------------------------- Deferred tax assets: Other property basis differences 23,139 24,434 Pension and other benefits 9,803 8,750 Property insurance 5,351 4,955 Unbilled fuel 802 2,808 Other 19,714 11,302 ------------------------------------------------------------- Total 58,809 52,249 ------------------------------------------------------------- Net deferred tax liabilities 126,266 126,210 Portion included in current assets, net 8,379 7,227 ------------------------------------------------------------- Accumulated deferred income taxes in the Balance Sheets $134,645 $133,437 ============================================================= Deferred investment tax credits are amortized over the life of the related property with such amortization normally applied as a credit to reduce depreciation in the Statements of Income. Credits amortized in this manner amounted to $1.2 million in 1997, $1.4 million in 1996, and $1.5 million in 1995. At December 31, 1997, all investment tax credits available to reduce federal income taxes payable had been utilized. A reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows: 1997 1996 1995 ----------------------------- Total effective tax rate 37% 37% 38% State income tax, net of federal income tax benefit (3) (3) (3) Tax rate differential 1 1 - ------------------------------------------------------------- Statutory federal tax rate 35% 35% 35% ============================================================= 23 NOTES (continued) Mississippi Power Company 1997 Annual Report Mississippi Power and the subsidiaries of Southern Company file a consolidated federal income tax return. Under a joint consolidated income tax agreement, each subsidiary's current and deferred tax expense is computed on a stand-alone basis. Tax benefits from losses of the parent company are allocated to each subsidiary based on the ratio of taxable income to total consolidated taxable income. 9. COMPANY OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES In February 1997, Mississippi Power Capital Trust I (Trust I), of which the Company owns all the common securities, issued $35 million of 7.75 percent mandatorily redeemable preferred securities. Substantially all of the assets of Trust I are $36 million aggregate principal amount of the Company's 7.75 percent junior subordinated notes due February 15, 2037. 10. OTHER LONG-TERM DEBT Details of pollution control obligations and other long-term debt are as follows: December 31, 1997 1996 --------------------- (in thousands) Obligations incurred in connection with the sale by public authorities of tax-exempt pollution control revenue bonds: 5.8$% due 2007 $ 950 $ 960 Variable rate due 2020 6,550 6,550 Variable rate due 2022 16,750 16,750 6.20% due 2023 13,000 13,000 5.65% due 2023 25,875 25,875 Variable due 2025 10,600 10,600 ------------------------------------------------------------ 73,725 73,735 ------------------------------------------------------------ Other long-term debt: Variable rates (6.10875% to 6.18984% at 1/1/98) due 1999 50,000 50,000 Variable rate due 2000 30,000 30,000 ------------------------------------------------------------ 80,000 80,000 ------------------------------------------------------------ Total $153,725 $153,735 ============================================================ Pollution control obligations represent installment or lease purchases of pollution control facilities financed by application of funds derived from sales by public authorities of tax-exempt revenue bonds. Mississippi Power has authenticated and delivered to the Trustee a like principal amount of first mortgage bonds as security for obligations under collateralized installment agreements. The principal and interest on the first mortgage bonds will be payable only in the event of default under these agreements. The 5.80% series of pollution control obligations has a cash sinking fund requirement of $20 thousand annually in 1998, 1999, 2000 and 2001. 11. LONG-TERM DEBT DUE WITHIN ONE YEAR A summary of the improvement fund requirements and scheduled maturities and redemptions of long-term debt due within one year is as follows: 1997 1996 ------------------- (in thousands) Bond improvement fund requirements $ 1,750 $1,750 Less: Portion to be satisfied by certifying property additions 1,750 1,750 ------------------------------------------------------------- Redemptions of first mortgage bonds 35,000 - Pollution control bond cash sinking fund requirements (Note 10) 20 10 ------------------------------------------------------------- Total $35,020 $ 10 ============================================================= The first mortgage bond improvement fund requirement is one percent of each outstanding series authenticated under the indenture of Mississippi Power prior to January 1 of each year, other than first mortgage bonds issued as collateral security for certain pollution control obligations. The requirement must be satisfied by June 1 of each year by depositing cash or reacquiring bonds, or by pledging additional property equal to 166-2/3 percent of such requirement. 12. COMMON STOCK DIVIDEND RESTRICTIONS Mississippi Power's first mortgage bond indenture and the corporate charter contain various common stock dividend restrictions. At December 31, 1997, approximately $118 million of retained earnings was restricted against the payment of cash dividends on common stock under the most restrictive terms of the mortgage indenture or corporate charter. 24 NOTES (continued) Mississippi Power Company 1997 Annual Report 13. QUARTERLY FINANCIAL DATA (UNAUDITED) Summarized quarterly financial data for 1997 and 1996 are as follows: Net Income After Dividends Quarter Operating Operating On Ended Revenues Income Preferred Stock ------------------------------------------------------------------- March 1997 $116,903 $17,132 $ 10,645 June 1997 128,915 19,340 12,618 September 1997 171,874 30,441 25,163 December 1997 125,896 11,043 5,584 March 1996 $126,954 $18,074 $ 11,695 June 1996 136,749 17,691 11,400 September 1996 156,603 27,670 21,784 December 1996 123,723 13,636 7,844 Mississippi Power's business is influenced by seasonal weather conditions and the timing of rate changes. 25 SELECTED FINANCIAL AND OPERATING DATA Mississippi Power Company 1997 Annual Report - ------------------------------------------------------------------------------------------------------------------------- 1997 1996 1995 - ------------------------------------------------------------------------------------------------------------------------- Operating Revenues (in thousands) $543,588 $544,029 $516,553 Net Income after Dividends on Preferred Stock (in thousands) $54,010 $52,723 $52,531 Cash Dividends on Common Stock (in thousands) $49,400 $43,900 $39,400 Return on Average Common Equity (percent) 14.0 13.9 14.26 Total Assets (in thousands) $1,166,829 $1,142,327 $1,148,953 Gross Property Additions (in thousands) $55,375 $61,314 $67,570 - ------------------------------------------------------------------------------------------------------------------------- Capitalization (in thousands): Common stock equity $387,824 $383,734 $374,884 Preferred stock 31,896 74,414 74,414 Preferred stock subject to mandatory redemption - - - Company obligated mandatorily redeemable preferred securities 35,000 - - Long-term debt 291,665 326,379 288,820 - ------------------------------------------------------------------------------------------------------------------------ Total (excluding amounts due within one year) $746,385 $784,527 $738,118 ========================================================================================================================= Capitalization Ratios (percent): Common stock equity 52.0 48.9 50.8 Preferred stock 4.3 9.5 10.1 Company obligated mandatorily redeemable preferred securities 4.7 - - Long-term debt 39.0 41.6 39.1 - ------------------------------------------------------------------------------------------------------------------------- Total (excluding amounts due within one year) 100.0 100.0 100.0 ========================================================================================================================= First Mortgage Bonds (in thousands): Issued - - 30,000 Retired - 45,447 1,625 Preferred Stock (in thousands): Issued - - - Retired 42,518 - - Company Obligated Mandatorily Redeemable Preferred Securities (in thousands): Issued 35,000 - - - ------------------------------------------------------------------------------------------------------------------------- Security Ratings: First Mortgage Bonds - Moody's Aa3 Aa3 Aa3 Standard and Poor's AA- A+ A+ Duff & Phelps AA- AA- AA- Preferred Stock - Moody's a1 a1 a1 Standard and Poor's A A A Duff & Phelps A+ A+ A+ - ------------------------------------------------------------------------------------------------------------------------- Customers (year-end): Residential 156,650 154,630 154,014 Commercial 31,667 30,366 29,903 Industrial 642 639 642 Other 200 200 194 - ------------------------------------------------------------------------------------------------------------------------- Total 189,159 185,835 184,753 ========================================================================================================================= Employees (year-end) 1,245 1,363 1,421 - ------------------------------------------------------------------------------------------------------------------------- 26 SELECTED FINANCIAL AND OPERATING DATA Mississippi Power Company 1997 Annual Report - ---------------------------------------------------------------------------------------------------------------------------------- 1994 1993 1992 1991 - ---------------------------------------------------------------------------------------------------------------------------------- Operating Revenues (in thousands) $499,162 $474,883 $434,447 $432,386 Net Income after Dividends on Preferred Stock (in thousands) $49,157 $42,436 $36,790 $22,627 Cash Dividends on Common Stock (in thousands) $34,100 $29,000 $28,000 $28,500 Return on Average Common Equity (percent) 14.38 14.09 13.27 8.17 Total Assets (in thousands) $1,123,711 $1,050,334 $791,283 $790,641 Gross Property Additions (in thousands) $104,014 $139,976 $68,189 $53,675 - ---------------------------------------------------------------------------------------------------------------------------------- Capitalization (in thousands): Common stock equity $361,753 $321,768 $280,640 $273,855 Preferred stock 74,414 74,414 74,414 39,414 Preferred stock subject to mandatory redemption - - - - Company obligated mandatorily redeemable preferred securities - - - - Long-term debt 306,522 250,391 238,650 304,150 - ---------------------------------------------------------------------------------------------------------------------------------- Total (excluding amounts due within one year) $742,689 $646,573 $593,704 $617,419 ================================================================================================================================== Capitalization Ratios (percent): Common stock equity 48.7 49.8 47.3 44.4 Preferred stock 10.0 11.5 12.5 6.4 Company obligated mandatorily redeemable preferred securities - - - - Long-term debt 41.3 38.7 40.2 49.2 - ---------------------------------------------------------------------------------------------------------------------------------- Total (excluding amounts due within one year) 100.0 100.0 100.0 100.0 ================================================================================================================================== First Mortgage Bonds (in thousands): Issued 35,000 70,000 40,000 50,000 Retired 32,628 51,300 104,703 - Preferred Stock (in thousands): Issued - 23,404 35,000 - Retired - 23,404 - 4,118 Company Obligated Mandatorily Redeemable Preferred Securities (in thousands): Issued - - - - - ---------------------------------------------------------------------------------------------------------------------------------- Security Ratings: First Mortgage Bonds - Moody's Aa3 A1 A1 A1 Standard and Poor's A+ A+ A+ A+ Duff & Phelps A+ A+ A+ A+ Preferred Stock - Moody's a1 a1 a1 a1 Standard and Poor's A A A A Duff & Phelps A A A A - ---------------------------------------------------------------------------------------------------------------------------------- Customers (year-end): Residential 152,891 151,692 150,248 148,978 Commercial 29,276 28,648 28,056 27,441 Industrial 650 570 573 562 Other 189 190 189 400 - ---------------------------------------------------------------------------------------------------------------------------------- Total 183,006 181,100 179,066 177,381 ================================================================================================================================== Employees (year-end) 1,535 1,586 1,619 1,630 - ---------------------------------------------------------------------------------------------------------------------------------- 27A SELECTED FINANCIAL AND OPERATING DATA Mississippi Power Company 1997 Annual Report - ---------------------------------------------------------------------------------------------------------------------------------- 1990 1989 1988 1987 - ---------------------------------------------------------------------------------------------------------------------------------- Operating Revenues (in thousands) $446,871 $442,650 $437,939 $455,843 Net Income after Dividends on Preferred Stock (in thousands) $34,176 $38,576 $36,081 $35,200 Cash Dividends on Common Stock (in thousands) $27,500 $27,000 $27,600 $24,700 Return on Average Common Equity (percent) 12.36 14.43 14.03 14.68 Total Assets (in thousands) $800,026 $786,570 $779,319 $764,068 Gross Property Additions (in thousands) $49,009 $43,916 $54,550 $53,288 - ---------------------------------------------------------------------------------------------------------------------------------- Capitalization (in thousands): Common stock equity $279,833 $273,157 $261,473 $252,992 Preferred stock 39,414 39,414 39,414 39,414 Preferred stock subject to mandatory redemption 3,750 4,500 5,250 6,750 Company obligated mandatorily redeemable preferred securities - - - - Long-term debt 270,724 277,693 287,525 294,811 - ---------------------------------------------------------------------------------------------------------------------------------- Total (excluding amounts due within one year) $593,721 $594,764 $593,662 $593,967 ================================================================================================================================== Capitalization Ratios (percent): Common stock equity 47.1 45.9 44.1 42.6 Preferred stock 7.3 7.4 7.5 7.8 Company obligated mandatorily redeemable preferred securities - - - - Long-term debt 45.6 46.7 48.4 49.6 - ---------------------------------------------------------------------------------------------------------------------------------- Total (excluding amounts due within one year) 100.0 100.0 100.0 100.0 ================================================================================================================================== First Mortgage Bonds (in thousands): Issued - - - - Retired 4,000 3,823 - 29,701 Preferred Stock (in thousands): Issued - - - - Retired 750 750 1,500 1,500 Company Obligated Mandatorily Redeemable Preferred Securities (in thousands): Issued - - - - - ---------------------------------------------------------------------------------------------------------------------------------- Security Ratings: First Mortgage Bonds - Moody's A1 A1 A1 A1 Standard and Poor's A+ A+ A+ A+ Duff & Phelps A+ A+ 5 5 Preferred Stock - Moody's a1 a1 a1 a1 Standard and Poor's A A A A Duff & Phelps A A 6 6 - ---------------------------------------------------------------------------------------------------------------------------------- Customers (year-end): Residential 147,738 147,308 146,750 146,273 Commercial 27,134 26,867 26,751 26,342 Industrial 574 525 478 438 Other 411 404 399 389 - ---------------------------------------------------------------------------------------------------------------------------------- Total 175,857 175,104 174,378 173,442 ================================================================================================================================== Employees (year-end) 1,842 1,750 1,831 1,898 - ---------------------------------------------------------------------------------------------------------------------------------- 27B SELECTED FINANCIAL AND OPERATING DATA (continued) Mississippi Power Company 1997 Annual Report - ------------------------------------------------------------------------------------------------------------------------- 1997 1996 1995 - ------------------------------------------------------------------------------------------------------------------------- Operating Revenues (in thousands): Residential $138,608 $137,055 $134,286 Commercial 134,208 131,734 131,034 Industrial 140,233 141,324 140,947 Other 4,193 4,013 3,914 - ------------------------------------------------------------------------------------------------------------------------- Total retail 417,242 414,126 410,181 Sales for resale - non-affiliates 105,141 99,596 91,820 Sales for resale - affiliates 10,143 21,830 7,691 - ------------------------------------------------------------------------------------------------------------------------- Total revenues from sales of electricity 532,526 535,552 509,692 Other revenues 11,062 8,477 6,861 - ------------------------------------------------------------------------------------------------------------------------- Total $543,588 $544,029 $516,553 ========================================================================================================================= Kilowatt-Hour Sales (in thousands): Residential 2,039,042 2,079,611 2,040,608 Commercial 2,407,520 2,315,860 2,242,163 Industrial 3,981,875 3,960,243 3,813,456 Other 40,508 39,297 38,559 - ------------------------------------------------------------------------------------------------------------------------- Total retail 8,468,945 8,395,011 8,134,786 Sales for resale - non-affiliates 2,895,182 2,726,993 2,493,519 Sales for resale - affiliates 478,884 693,510 243,554 - --------------------------------------------------------------------------------------------------------------------------- Total 11,843,011 11,815,514 10,871,859 ========================================================================================================================= Average Revenue Per Kilowatt-Hour (cents): Residential 6.80 6.59 6.58 Commercial 5.57 5.69 5.84 Industrial 3.52 3.57 3.70 Total retail 4.93 4.93 5.04 Total sales 4.50 4.53 4.69 Residential Average Annual Kilowatt-Hour Use Per Customer 13,132 13,469 13,307 Residential Average Annual Revenue Per Customer $892.68 $887.66 $875.69 Plant Nameplate Capacity Ratings (year-end) (megawatts) 2,086 2,086 2,086 Maximum Peak-Hour Demand (megawatts): Winter 1,922 2,030 1,637 Summer 2,209 2,117 2,095 Annual Load Factor (percent) 59.1 60.7 60.0 Plant Availability - Fossil-Steam (percent) 92.4 91.8 92.1 - ------------------------------------------------------------------------------------------------------------------------- Source of Energy Supply (percent): Coal 70.0 70.4 58.0 Oil and gas 13.0 12.0 15.2 Purchased power - From non-affiliates 3.0 6.5 2.4 From affiliates 14.0 11.1 24.4 - ------------------------------------------------------------------------------------------------------------------------- Total 100.0 100.0 100.0 ========================================================================================================================= Total Fuel Economy Data: BTU per net kilowatt-hour generated 10,078 10,038 10,249 Cost of fuel per million BTU (cents) 153.32 156.08 160.48 Average cost of fuel per net kilowatt-hour generated (cents) 1.54 1.57 1.64 - ------------------------------------------------------------------------------------------------------------------------- 28 SELECTED FINANCIAL AND OPERATING DATA (continued) Mississippi Power Company 1997 Annual Report - ---------------------------------------------------------------------------------------------------------------------------------- 1994 1993 1992 1991 - ---------------------------------------------------------------------------------------------------------------------------------- Operating Revenues (in thousands): Residential $124,257 $118,793 $109,781 $103,820 Commercial 124,716 115,152 107,131 103,666 Industrial 142,268 130,198 117,010 116,972 Other 3,882 3,760 3,533 5,869 - ---------------------------------------------------------------------------------------------------------------------------------- Total retail 395,123 367,903 337,455 330,327 Sales for resale - non-affiliates 88,122 83,511 80,213 78,826 Sales for resale - affiliates 9,538 15,519 10,055 18,044 - ---------------------------------------------------------------------------------------------------------------------------------- Total revenues from sales of electricity 492,783 466,933 427,723 427,197 Other revenues 6,379 7,950 6,724 5,189 - ---------------------------------------------------------------------------------------------------------------------------------- Total $499,162 $474,883 $434,447 $432,386 ================================================================================================================================== Kilowatt-Hour Sales (in thousands): Residential 1,922,217 1,929,835 1,804,858 1,832,266 Commercial 2,100,625 1,933,685 1,811,042 1,768,441 Industrial 3,847,011 3,623,543 3,536,634 3,297,247 Other 38,147 38,357 38,261 89,375 - ---------------------------------------------------------------------------------------------------------------------------------- Total retail 7,908,000 7,525,420 7,190,795 6,987,329 Sales for resale - non-affiliates 2,555,914 2,544,982 2,687,917 2,706,320 Sales for resale - affiliates 174,342 426,919 280,443 617,696 - ---------------------------------------------------------------------------------------------------------------------------------- Total 10,638,256 10,497,321 10,159,155 10,311,345 ================================================================================================================================== Average Revenue Per Kilowatt-Hour (cents): Residential 6.46 6.16 6.08 5.67 Commercial 5.94 5.96 5.92 5.86 Industrial 3.70 3.59 3.31 3.55 Total retail 5.00 4.89 4.69 4.73 Total sales 4.63 4.45 4.21 4.14 Residential Average Annual Kilowatt-Hour Use Per Customer 12,611 12,780 12,066 12,338 Residential Average Annual Revenue Per Customer $815.21 $786.71 $733.90 $699.11 Plant Nameplate Capacity Ratings (year-end) (megawatts) 2,086 2,011 2,011 2,011 Maximum Peak-Hour Demand (megawatts): Winter 1,636 1,401 1,386 1,267 Summer 1,874 1,872 1,755 1,682 Annual Load Factor (percent) 63.4 60.0 60.8 61.5 Plant Availability - Fossil-Steam (percent) 85.4 88.0 92.0 89.8 - ---------------------------------------------------------------------------------------------------------------------------------- Source of Energy Supply (percent): Coal 56.0 63.5 60.4 64.1 Oil and gas 10.2 7.6 5.8 8.1 Purchased power - From non-affiliates 1.2 1.3 1.2 0.7 From affiliates 32.6 27.6 32.6 27.1 - ---------------------------------------------------------------------------------------------------------------------------------- Total 100.0 100.0 100.0 100.0 ================================================================================================================================== Total Fuel Economy Data: BTU per net kilowatt-hour generated 10,295 10,075 9,888 10,142 Cost of fuel per million BTU (cents) 165.96 170.13 162.27 177.52 Average cost of fuel per net kilowatt-hour generated (cents) 1.71 1.71 1.60 1.80 - ---------------------------------------------------------------------------------------------------------------------------------- 29A SELECTED FINANCIAL AND OPERATING DATA (continued) Mississippi Power Company 1997 Annual Report - ---------------------------------------------------------------------------------------------------------------------------------- 1990 1989 1988 1987 - ---------------------------------------------------------------------------------------------------------------------------------- Operating Revenues (in thousands): Residential $102,243 $100,068 $96,711 $98,338 Commercial 103,352 103,403 98,772 98,669 Industrial 123,754 128,983 123,038 129,004 Other 6,078 5,992 5,874 5,723 - ---------------------------------------------------------------------------------------------------------------------------------- Total retail 335,427 338,446 324,395 331,734 Sales for resale - non-affiliates 86,194 82,111 75,525 88,060 Sales for resale - affiliates 20,157 16,938 33,747 31,278 - ---------------------------------------------------------------------------------------------------------------------------------- Total revenues from sales of electricity 441,778 437,495 433,667 451,072 Other revenues 5,093 5,155 4,272 4,771 - ---------------------------------------------------------------------------------------------------------------------------------- Total $446,871 $442,650 $437,939 $455,843 ================================================================================================================================== Kilowatt-Hour Sales (in thousands): Residential 1,804,838 1,741,855 1,686,722 1,658,327 Commercial 1,718,074 1,686,302 1,607,988 1,555,044 Industrial 3,311,460 3,204,208 2,879,457 2,862,632 Other 85,938 87,611 86,049 81,153 - ---------------------------------------------------------------------------------------------------------------------------------- Total retail 6,920,310 6,719,976 6,260,216 6,157,156 Sales for resale - non-affiliates 2,883,581 2,798,086 2,280,341 2,615,058 Sales for resale - affiliates 714,365 527,970 1,100,808 955,303 - ---------------------------------------------------------------------------------------------------------------------------------- Total 10,518,256 10,046,032 9,641,365 9,727,517 ================================================================================================================================== Average Revenue Per Kilowatt-Hour (cents): Residential 5.66 5.74 5.73 5.93 Commercial 6.02 6.13 6.14 6.35 Industrial 3.74 4.03 4.27 4.51 Total retail 4.85 5.04 5.18 5.39 Total sales 4.20 4.35 4.50 4.64 Residential Average Annual Kilowatt-Hour Use Per Customer 12,228 11,842 11,499 11,356 Residential Average Annual Revenue Per Customer $692.70 $680.32 $659.30 $673.41 Plant Nameplate Capacity Ratings (year-end) (megawatts) 1,998 1,998 1,966 1,966 Maximum Peak-Hour Demand (megawatts): Winter 1,201 1,556 1,284 1,224 Summer 1,724 1,682 1,621 1,548 Annual Load Factor (percent) 59.0 58.8 57.6 59.0 Plant Availability - Fossil-Steam (percent) 93.3 94.0 93.0 93.5 - ---------------------------------------------------------------------------------------------------------------------------------- Source of Energy Supply (percent): Coal 62.6 63.4 86.3 79.4 Oil and gas 14.0 13.5 4.8 5.3 Purchased power - From non-affiliates 0.8 0.5 0.4 0.3 From affiliates 22.6 22.6 8.5 15.0 - ---------------------------------------------------------------------------------------------------------------------------------- Total 100.0 100.0 100.0 100.0 ================================================================================================================================== Total Fuel Economy Data: BTU per net kilowatt-hour generated 10,319 10,159 10,220 10,525 Cost of fuel per million BTU (cents) 183.27 178.38 185.13 194.46 Average cost of fuel per net kilowatt-hour generated (cents) 1.89 1.81 1.89 2.05 - ---------------------------------------------------------------------------------------------------------------------------------- 29B