DERIVATIVES

9 Months Ended

Sep. 30, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVES

DERIVATIVES

Southern Company, the traditional electric operating companies, Southern Power, and Southern Company Gas are exposed to market risks, including commodity price risk, interest rate risk, weather risk, and occasionally foreign currency exchange rate risk. To manage the volatility attributable to these exposures, each company nets its exposures, where possible, to take advantage of natural offsets and enters into various derivative transactions for the remaining exposures pursuant to each company's policies in areas such as counterparty exposure and risk management practices. Southern Company Gas' wholesale gas operations use various contracts in its commercial activities that generally meet the definition of derivatives. For the traditional electric operating companies, Southern Power, and Southern Company Gas' other businesses, each company's policy is that derivatives are to be used primarily for hedging purposes and mandates strict adherence to all applicable risk management policies. Derivative positions are monitored using techniques including, but not limited to, market valuation, value at risk, stress testing, and sensitivity analysis. Derivative instruments are recognized at fair value in the balance sheets as either assets or liabilities and are presented on a net basis. See Note (I) for additional fair value information. In the statements of cash flows, any cash impacts of settled energy-related and interest rate derivatives are recorded as operating activities. Any cash impacts of settled foreign currency derivatives are classified as operating or financing activities to correspond with classification of the hedged interest or principal, respectively. See Note 1 to the financial statements under "Financial Instruments" in Item 8 of the Form 10-K for additional information.

Energy-Related Derivatives

The traditional electric operating companies, Southern Power, and Southern Company Gas enter into energy-related derivatives to hedge exposures to electricity, natural gas, and other fuel price changes. However, due to cost-based rate regulations and other various cost recovery mechanisms, the traditional electric operating companies and the natural gas distribution utilities have limited exposure to market volatility in energy-related commodity prices. Each of the traditional electric operating companies and certain of the natural gas distribution utilities of Southern Company Gas manage fuel-hedging programs, implemented per the guidelines of their respective state PSCs or other applicable state regulatory agencies, through the use of financial derivative contracts, which are expected to continue to mitigate price volatility. The traditional electric operating companies (with respect to wholesale generating capacity) and Southern Power have limited exposure to market volatility in energy-related commodity prices because their long-term sales contracts shift substantially all fuel cost responsibility to the purchaser. However, the traditional electric operating companies and Southern Power may be exposed to market volatility in energy-related commodity prices to the extent any uncontracted capacity is used to sell electricity. Southern Company Gas retains exposure to price changes that can, in a volatile energy market, be material and can adversely affect its results of operations.

Southern Company Gas also enters into weather derivative contracts as economic hedges of operating margins in the event of warmer-than-normal weather. Exchange-traded options are carried at fair value, with changes reflected in operating revenues. Non-exchange-traded options are accounted for using the intrinsic value method. Changes in the intrinsic value for non-exchange-traded contracts are reflected in operating revenues.

Energy-related derivative contracts are accounted for under one of three methods:

•Regulatory Hedges — Energy-related derivative contracts designated as regulatory hedges relate primarily to the traditional electric operating companies' and the natural gas distribution utilities' fuel-hedging programs, where gains and losses are initially recorded as regulatory liabilities and assets, respectively, and then are included in fuel expense as the underlying fuel is used in operations and ultimately recovered through the respective fuel cost recovery clauses.

•Cash Flow Hedges — Gains and losses on energy-related derivatives designated as cash flow hedges (which are mainly used to hedge anticipated purchases and sales) are initially deferred in accumulated OCI before being recognized in the statements of income in the same period and in the same income statement line item as the earnings effect of the hedged transactions.

•Not Designated — Gains and losses on energy-related derivative contracts that are not designated or fail to qualify as hedges are recognized in the statements of income as incurred.

Some energy-related derivative contracts require physical delivery as opposed to financial settlement, and this type of derivative is both common and prevalent within the electric and natural gas industries. When an energy-related derivative contract is settled physically, any cumulative unrealized gain or loss is reversed and the contract price is recognized in the respective line item representing the actual price of the underlying goods being delivered.

At September 30, 2020, the net volume of energy-related derivative contracts for natural gas positions, together with the longest hedge date over which the respective entity is hedging its exposure to the variability in future cash flows for forecasted transactions and the longest non-hedge date for derivatives not designated as hedges, were as follows:

	Net Purchased mmBtu	Longest Hedge Date	Longest Non-Hedge Date
	(in millions)
Southern Company(*)	877	2024	2031
Alabama Power	78	2024	—
Georgia Power	131	2023	—
Mississippi Power	86	2024	—
Southern Power	14	2022	2021
Southern Company Gas(*)	568	2023	2031

(*)Southern Company Gas' derivative instruments include both long and short natural gas positions. A long position is a contract to purchase natural gas and a short position is a contract to sell natural gas. Southern Company Gas' volume represents the net of long natural gas positions of 4.6 billion mmBtu and short natural gas positions of 4.1 billion mmBtu as of September 30, 2020, which is also included in Southern Company's total volume.

At September 30, 2020, the net volume of Southern Power's energy-related derivative contracts for power to be sold was 1 million MWHs, all of which expire in 2021.

In addition to the volumes discussed above, the traditional electric operating companies and Southern Power enter into physical natural gas supply contracts that provide the option to sell back excess natural gas due to operational constraints. The maximum expected volume of natural gas subject to such a feature is 12 million mmBtu for Southern Company, which includes 3 million mmBtu for Alabama Power, 4 million mmBtu for Georgia Power, 1 million mmBtu for Mississippi Power, and 4 million mmBtu for Southern Power.

For cash flow hedges of energy-related derivatives, the estimated pre-tax gains (losses) expected to be reclassified from accumulated OCI to earnings for the 12-month period ending September 30, 2021 are immaterial for all Registrants.

Interest Rate Derivatives

Southern Company and certain subsidiaries may enter into interest rate derivatives to hedge exposure to changes in interest rates. The derivatives employed as hedging instruments are structured to minimize ineffectiveness. Derivatives related to existing variable rate securities or forecasted transactions are accounted for as cash flow hedges where the derivatives' fair value gains or losses are recorded in OCI and are reclassified into earnings at the same time and presented on the same income statement line item as the earnings effect of the hedged transactions. Derivatives related to existing fixed rate securities are accounted for as fair value hedges, where the derivatives' fair value gains or losses and hedged items' fair value gains or losses are both recorded directly to earnings on the same income statement line item. Fair value gains or losses on derivatives that are not designated or fail to qualify as hedges are recognized in the statements of income as incurred.

At September 30, 2020, the following interest rate derivatives were outstanding:

	Notional Amount		Interest Rate Received	Weighted Average Interest Rate Paid	Hedge Maturity Date	Fair Value Gain (Loss) at September 30, 2020
	(in millions)					(in millions)
Cash Flow Hedges of Existing Debt
Mississippi Power	$	60	1-month LIBOR	0.58%	December 2021	$	—
Fair Value Hedges of Existing Debt
Southern Company parent	1,500		2.35%	1-month LIBOR + 0.87%	July 2021	20
Southern Company	$	1,560				$	20

For cash flow hedge interest rate derivatives, the estimated pre-tax gains (losses) expected to be reclassified from accumulated OCI to interest expense for the 12-month period ending September 30, 2021 total $(25) million for Southern Company and are immaterial for all other Registrants. Deferred gains and losses related to interest rate derivatives are expected to be amortized into earnings through 2046 for the Southern Company parent entity, 2035 for Alabama Power, 2044 for Georgia Power, 2028 for Mississippi Power, and 2046 for Southern Company Gas.

Foreign Currency Derivatives

Southern Company and certain subsidiaries, including Southern Power, may enter into foreign currency derivatives to hedge exposure to changes in foreign currency exchange rates, such as that arising from the issuance of debt denominated in a currency other than U.S. dollars. Derivatives related to forecasted transactions are accounted for as cash flow hedges where the derivatives' fair value gains or losses are recorded in OCI and are reclassified into earnings at the same time and on the same income statement line as the earnings effect of the hedged transactions, including foreign currency gains or losses arising from changes in the U.S. currency exchange rates. The derivatives employed as hedging instruments are structured to minimize ineffectiveness.

At September 30, 2020, the following foreign currency derivatives were outstanding:

	Pay Notional		Pay Rate	Receive Notional		Receive Rate	Hedge Maturity Date	Fair Value Gain (Loss) at September 30, 2020
	(in millions)			(in millions)				(in millions)
Cash Flow Hedges of Existing Debt
Southern Power	$	677	2.95%	€	600	1.00%	June 2022	$	11
Southern Power	564		3.78%	500		1.85%	June 2026	(5)
Total	$	1,241		€	1,100			$	6

The estimated pre-tax gains (losses) related to Southern Power's foreign currency derivatives expected to be reclassified from accumulated OCI to earnings for the 12-month period ending September 30, 2021 are $(14) million.

Derivative Financial Statement Presentation and Amounts

Southern Company, the traditional electric operating companies, Southern Power, and Southern Company Gas enter into derivative contracts that may contain certain provisions that permit intra-contract netting of derivative receivables and payables for routine billing and offsets related to events of default and settlements. Southern Company and certain subsidiaries also utilize master netting agreements to mitigate exposure to counterparty credit risk. These agreements may contain provisions that permit netting across product lines and against cash collateral. The fair value amounts of derivative assets and liabilities on the balance sheet are presented net to the extent that there are netting arrangements or similar agreements with the counterparties.

The fair value of energy-related derivatives, interest rate derivatives, and foreign currency derivatives was reflected in the balance sheets as follows:

	As of September 30, 2020				As of December 31, 2019
Derivative Category and Balance Sheet Location	Assets		Liabilities		Assets		Liabilities
	(in millions)				(in millions)
Southern Company
Derivatives designated as hedging instruments for regulatory purposes
Energy-related derivatives:
Other current assets/Other current liabilities	$	52	$	13	$	3	$	70
Other deferred charges and assets/Other deferred credits and liabilities	30		15		6		44
Total derivatives designated as hedging instruments for regulatory purposes	$	82	$	28	$	9	$	114
Derivatives designated as hedging instruments in cash flow and fair value hedges
Energy-related derivatives:
Other current assets/Other current liabilities	$	8	$	3	$	1	$	6
Other deferred charges and assets/Other deferred credits and liabilities	2		—		—		—
Interest rate derivatives:
Other current assets/Other current liabilities	19		—		2		23
Other deferred charges and assets/Other deferred credits and liabilities	—		—		—		1
Foreign currency derivatives:
Other current assets/Other current liabilities	—		23		—		24
Other deferred charges and assets/Other deferred credits and liabilities	29		—		16		—
Total derivatives designated as hedging instruments in cash flow and fair value hedges	$	58	$	26	$	19	$	54
Derivatives not designated as hedging instruments
Energy-related derivatives:
Other current assets/Other current liabilities	$	392	$	428	$	461	$	358
Other deferred charges and assets/Other deferred credits and liabilities	338		291		207		225
Total derivatives not designated as hedging instruments	$	730	$	719	$	668	$	583
Gross amounts recognized	$	870	$	773	$	696	$	751
Gross amounts offset(a)	(636)		(706)		(463)		(562)
Net amounts recognized in the Balance Sheets(b)	$	234	$	67	$	233	$	189

	As of September 30, 2020				As of December 31, 2019
Derivative Category and Balance Sheet Location	Assets		Liabilities		Assets		Liabilities
	(in millions)				(in millions)
Alabama Power
Derivatives designated as hedging instruments for regulatory purposes
Energy-related derivatives:
Other current assets/Other current liabilities	$	14	$	2	$	2	$	14
Other deferred charges and assets/Other deferred credits and liabilities	9		4		2		10
Total derivatives designated as hedging instruments for regulatory purposes	$	23	$	6	$	4	$	24
Gross amounts recognized	$	23	$	6	$	4	$	24
Gross amounts offset	(5)		(5)		(2)		(2)
Net amounts recognized in the Balance Sheets	$	18	$	1	$	2	$	22
Georgia Power
Derivatives designated as hedging instruments for regulatory purposes
Energy-related derivatives:
Other current assets/Other current liabilities	$	18	$	3	$	1	$	32
Other deferred charges and assets/Other deferred credits and liabilities	13		6		3		21
Total derivatives designated as hedging instruments for regulatory purposes	$	31	$	9	$	4	$	53
Derivatives designated as hedging instruments in cash flow and fair value hedges
Interest rate derivatives:
Other current assets/Other current liabilities	$	—	$	—	$	—	$	17
Total derivatives designated as hedging instruments in cash flow and fair value hedges	$	—	$	—	$	—	$	17
Gross amounts recognized	$	31	$	9	$	4	$	70
Gross amounts offset	(9)		(9)		(3)		(3)
Net amounts recognized in the Balance Sheets	$	22	$	—	$	1	$	67

	As of September 30, 2020				As of December 31, 2019
Derivative Category and Balance Sheet Location	Assets		Liabilities		Assets		Liabilities
	(in millions)				(in millions)
Mississippi Power
Derivatives designated as hedging instruments for regulatory purposes
Energy-related derivatives:
Other current assets/Other current liabilities	$	10	$	2	$	—	$	15
Other deferred charges and assets/Other deferred credits and liabilities	8		5		1		12
Total derivatives designated as hedging instruments for regulatory purposes	$	18	$	7	$	1	$	27
Gross amounts recognized	$	18	$	7	$	1	$	27
Gross amounts offset	(7)		(7)		(1)		(1)
Net amounts recognized in the Balance Sheets	$	11	$	—	$	—	$	26
Southern Power
Derivatives designated as hedging instruments in cash flow and fair value hedges
Energy-related derivatives:
Other current assets/Other current liabilities	$	4	$	1	$	1	$	2
Other deferred charges and assets/Other deferred credits and liabilities	1		—		—		—
Foreign currency derivatives:
Other current assets/Other current liabilities	—		23		—		24
Other deferred charges and assets/Other deferred credits and liabilities	29		—		16		—
Total derivatives designated as hedging instruments in cash flow and fair value hedges	$	34	$	24	$	17	$	26
Derivatives not designated as hedging instruments
Energy-related derivatives:
Other current assets/Other current liabilities	$	—	$	—	$	2	$	1
Total derivatives not designated as hedging instruments	$	—	$	—	$	2	$	1
Gross amounts recognized	$	34	$	24	$	19	$	27
Gross amounts offset	(1)		(1)		—		—
Net amounts recognized in the Balance Sheets	$	33	$	23	$	19	$	27

	As of September 30, 2020				As of December 31, 2019
Derivative Category and Balance Sheet Location	Assets		Liabilities		Assets		Liabilities
	(in millions)				(in millions)
Southern Company Gas
Derivatives designated as hedging instruments for regulatory purposes
Energy-related derivatives:
Assets from risk management activities/Liabilities from risk management activities-current	$	10	$	6	$	—	$	9
Other deferred charges and assets/Other deferred credits and liabilities	—		—		—		1
Total derivatives designated as hedging instruments for regulatory purposes	$	10	$	6	$	—	$	10
Derivatives designated as hedging instruments in cash flow and fair value hedges
Energy-related derivatives:
Assets from risk management activities/Liabilities from risk management activities-current	$	4	$	2	$	—	$	4
Other deferred charges and assets/Other deferred credits and liabilities	1		—		—		—
Interest rate derivatives:
Assets from risk management activities/Liabilities from risk management activities-current	—		—		2		—
Total derivatives designated as hedging instruments in cash flow and fair value hedges	$	5	$	2	$	2	$	4
Derivatives not designated as hedging instruments
Energy-related derivatives:
Assets from risk management activities/Liabilities from risk management activities-current	$	392	$	428	$	459	$	357
Other deferred charges and assets/Other deferred credits and liabilities	338		291		207		225
Total derivatives not designated as hedging instruments	$	730	$	719	$	666	$	582
Gross amounts of recognized	$	745	$	727	$	668	$	596
Gross amounts offset(a)	(614)		(684)		(456)		(555)
Net amounts recognized in the Balance Sheets(b)	$	131	$	43	$	212	$	41

(a)Gross amounts offset include cash collateral held on deposit in broker margin accounts of $70 million and $99 million as of September 30, 2020 and December 31, 2019, respectively.

(b)Net amounts of derivative instruments outstanding exclude premium and intrinsic value associated with weather derivatives of $3 million and $4 million as of September 30, 2020 and December 31, 2019, respectively.

The traditional electric operating companies had no energy-related derivatives not designated as hedging instruments at September 30, 2020 and immaterial amounts at December 31, 2019.

At September 30, 2020 and December 31, 2019, the pre-tax effects of unrealized derivative gains (losses) arising from energy-related derivative instruments designated as regulatory hedging instruments and deferred were as follows:

Regulatory Hedge Unrealized Gain (Loss) Recognized in the Balance Sheet
Derivative Category and Balance Sheet Location	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Company Gas
	(in millions)
At September 30, 2020:
Energy-related derivatives:
Other regulatory assets, current	$	(5)	$	—	$	—	$	—	$	(5)
Other regulatory liabilities, current	41		12		15		8		6
Other regulatory liabilities, deferred	15		5		7		3		—
Total energy-related derivative gains (losses)	$	51	$	17	$	22	$	11	$	1
At December 31, 2019:
Energy-related derivatives:
Other regulatory assets, current	$	(63)	$	(14)	$	(31)	$	(15)	$	(3)
Other regulatory assets, deferred	(37)		(8)		(18)		(11)		—
Other regulatory liabilities, current	6		2		—		—		4
Total energy-related derivative gains (losses)	$	(94)	$	(20)	$	(49)	$	(26)	$	1

For the three and nine months ended September 30, 2020 and 2019, the pre-tax effects of cash flow hedge accounting on accumulated OCI were as follows:

Gain (Loss) Recognized in OCI on Derivative	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
	(in millions)				(in millions)
Southern Company
Energy-related derivatives	$	9	$	(5)	$	2	$	(11)
Interest rate derivatives	1		(52)		(27)		(88)
Foreign currency derivatives	54		(68)		(10)		(107)
Total	$	64	$	(125)	$	(35)	$	(206)
Georgia Power
Interest rate derivatives	$	—	$	(47)	$	(3)	$	(83)
Southern Power
Energy-related derivatives	$	5	$	(3)	$	2	$	(5)
Foreign currency derivatives	54		(68)		(10)		(107)
Total	$	59	$	(71)	$	(8)	$	(112)
Southern Company Gas
Energy-related derivatives	$	4	$	(2)	$	—	$	(6)
Interest rate derivatives	1		(5)		(24)		(5)
Total	$	5	$	(7)	$	(24)	$	(11)

For the three and nine months ended September 30, 2020 and 2019, the pre-tax effects of energy-related derivatives and interest rate derivatives designated as cash flow hedging instruments on accumulated OCI were immaterial for the other Registrants.

For the three and nine months ended September 30, 2020 and 2019, the pre-tax effects of cash flow and fair value hedge accounting on income were as follows:

Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
	(in millions)				(in millions)
Southern Company
Total cost of natural gas	$	71	$	79	$	654	$	956
Gain (loss) on energy-related cash flow hedges(a)	—		—		(8)		—
Total depreciation and amortization	889		760		2,619		2,267
Gain (loss) on energy-related cash flow hedges(a)	(1)		(1)		(3)		(5)
Total interest expense, net of amounts capitalized	(443)		(434)		(1,343)		(1,294)
Gain (loss) on interest rate cash flow hedges(a)	(6)		(5)		(19)		(14)
Gain (loss) on foreign currency cash flow hedges(a)	(6)		(6)		(18)		(18)
Gain (loss) on interest rate fair value hedges(b)	(3)		10		27		43
Total other income (expense), net	113		61		319		239
Gain (loss) on foreign currency cash flow hedges(a)(c)	56		(54)		52		(62)
Southern Power
Total depreciation and amortization	$	129	$	120	$	367	$	357
Gain (loss) on energy-related cash flow hedges(a)	(1)		(1)		(3)		(5)
Total interest expense, net of amounts capitalized	(36)		(43)		(114)		(127)
Gain (loss) on foreign currency cash flow hedges(a)	(6)		(6)		(18)		(18)
Total other income (expense), net	13		6		19		48
Gain (loss) on foreign currency cash flow hedges(a)(c)	56		(54)		52		(62)

(a)Reclassified from accumulated OCI into earnings.

(b)For fair value hedges, changes in the fair value of the derivative contracts are generally equal to changes in the fair value of the underlying debt and have no material impact on income.

(c)The reclassification from accumulated OCI into other income (expense), net completely offsets currency gains and losses arising from changes in the U.S. currency exchange rates used to record the euro-denominated notes.

For the three and nine months ended September 30, 2020 and 2019, the pre-tax effects of cash flow and fair value hedge accounting on income for energy-related derivatives and interest rate derivatives were immaterial for the traditional electric operating companies and Southern Company Gas.

As of September 30, 2020 and December 31, 2019, the following amounts were recorded on the balance sheets related to cumulative basis adjustments for fair value hedges:

	Carrying Amount of the Hedged Item				Cumulative Amount of Fair Value Hedging Adjustment included in Carrying Amount of the Hedged Item
Balance Sheet Location of Hedged Items	As of September 30, 2020		As of December 31, 2019		As of September 30, 2020		As of December 31, 2019
	(in millions)				(in millions)
Southern Company
Securities due within one year	$	(1,513)	$	(599)	$	(15)	$	—
Long-term debt	—		(1,494)		—		3

For the three and nine months ended September 30, 2020 and 2019, the pre-tax effects of energy-related derivatives not designated as hedging instruments on the statements of income of Southern Company and Southern Company Gas were as follows:

		Gain (Loss)
		Three Months Ended September 30,				Nine Months Ended September 30,
Derivatives in Non-Designated Hedging Relationships	Statements of Income Location	2020		2019		2020		2019
		(in millions)				(in millions)
Energy-related derivatives:	Natural gas revenues(*)	$	(30)	$	(2)	$	54	$	81
	Cost of natural gas	5		2		18		5
Total derivatives in non-designated hedging relationships		$	(25)	$	—	$	72	$	86

(*)Excludes immaterial gains (losses) recorded in natural gas revenues associated with weather derivatives for all periods presented.

For the three and nine months ended September 30, 2020 and 2019, the pre-tax effects of energy-related derivatives not designated as hedging instruments were immaterial for all other Registrants.

Contingent Features

Southern Company, the traditional electric operating companies, Southern Power, and Southern Company Gas do not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain derivatives that could require collateral, but not accelerated payment, in the event of various credit rating changes of certain Southern Company subsidiaries. At September 30, 2020, the Registrants had no collateral posted with derivative counterparties to satisfy these arrangements.

For the Registrants with interest rate derivatives at September 30, 2020, the fair value of interest rate derivative liabilities with contingent features and the maximum potential collateral requirements arising from the credit-risk-related contingent features, at a rating below BBB- and/or Baa3, was immaterial. At September 30, 2020, the fair value of energy-related derivative liabilities with contingent features and the maximum potential collateral requirements arising from the credit-risk-related contingent features, at a rating below BBB- and/or Baa3, were immaterial for all Registrants. The maximum potential collateral requirements arising from the credit-risk-related contingent features for the traditional electric operating companies and Southern Power include certain agreements that could require collateral in the event that one or more Southern Company power pool participants has a credit rating change to below investment grade. Following the sale of Gulf Power to NextEra Energy, Gulf Power is continuing to participate in the Southern Company power pool for a defined transition period that, subject to certain potential adjustments, is scheduled to end on January 1, 2024.

Generally, collateral may be provided by a Southern Company guaranty, letter of credit, or cash. If collateral is required, fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral are not offset against fair value amounts recognized for derivatives executed with the same counterparty.

Alabama Power and Southern Power maintain accounts with certain regional transmission organizations to facilitate financial derivative transactions. Based on the value of the positions in these accounts and the associated margin requirements, Alabama Power and Southern Power may be required to post collateral. At September 30, 2020, cash collateral posted in these accounts was immaterial. Southern Company Gas maintains accounts with brokers or the clearing houses of certain exchanges to facilitate financial derivative transactions. Based on the value of the positions in these accounts and the associated margin requirements, Southern Company Gas may be required to deposit cash into these accounts. At September 30, 2020, cash collateral held on deposit in broker margin accounts was $70 million.

The Registrants are exposed to losses related to financial instruments in the event of counterparties' nonperformance. The Registrants only enter into agreements and material transactions with counterparties that have

investment grade credit ratings by Moody's and S&P or with counterparties who have posted collateral to cover potential credit exposure. The Registrants have also established risk management policies and controls to determine and monitor the creditworthiness of counterparties in order to mitigate their exposure to counterparty credit risk. Prior to entering into a physical transaction, Southern Company Gas assigns physical wholesale counterparties an internal credit rating and credit limit based on the counterparties' Moody's, S&P, and Fitch ratings, commercially available credit reports, and audited financial statements. Southern Company Gas may require counterparties to pledge additional collateral when deemed necessary.

In addition, Southern Company Gas conducts credit evaluations and obtains appropriate internal approvals for the counterparty's line of credit before any transaction with the counterparty is executed. In most cases, the counterparty must have an investment grade rating, which includes a minimum long-term debt rating of Baa3 from Moody's and BBB- from S&P. Generally, Southern Company Gas requires credit enhancements by way of a guaranty, cash deposit, or letter of credit for transaction counterparties that do not have investment grade ratings.

Southern Company Gas also utilizes master netting agreements whenever possible to mitigate exposure to counterparty credit risk. When Southern Company Gas is engaged in more than one outstanding derivative transaction with the same counterparty and it also has a legally enforceable netting agreement with that counterparty, the "net" mark-to-market exposure represents the netting of the positive and negative exposures with that counterparty and a reasonable measure of Southern Company Gas' credit risk. Southern Company Gas also uses other netting agreements with certain counterparties with whom it conducts significant transactions. Master netting agreements enable Southern Company Gas to net certain assets and liabilities by counterparty. Southern Company Gas also nets across product lines and against cash collateral provided the master netting and cash collateral agreements include such provisions. Southern Company Gas may require counterparties to pledge additional collateral when deemed necessary.

The Registrants do not anticipate a material adverse effect on their respective financial statements as a result of counterparty nonperformance.