Financing

12 Months Ended

Dec. 31, 2012

Long-Term Debt Payable to an Affiliated Trust

Alabama Power has formed a wholly-owned trust subsidiary for the purpose of issuing preferred securities. The proceeds of the related equity investments and preferred security sales were loaned back to Alabama Power through the issuance of junior subordinated notes totaling $206 million as of December 31, 2012 and $206 million as of December 31, 2011, which constitute substantially all of the assets of this trust and are reflected in the balance sheets as long-term debt payable. Alabama Power considers that the mechanisms and obligations relating to the preferred securities issued for its benefit, taken together, constitute a full and unconditional guarantee by it of the trust's payment obligations with respect to these securities. At December 31, 2012 and 2011, trust preferred securities of $200 million and $200 million, respectively, were outstanding.

Securities Due Within One Year

A summary of scheduled maturities and redemptions of securities due within one year at December 31 was as follows:



	2012		2011
	(in millions)
Senior notes	$	2,085	$	1,200
Other long-term debt	227		493
Capitalized leases	23		24
Total	$	2,335	$	1,717

Maturities through 2017 applicable to total long-term debt are as follows: $2.34 billion in 2013; $448 million in 2014; $2.44 billion in 2015; $1.37 billion in 2016; and $1.14 billion in 2017.

Bank Term Loans

Certain of the traditional operating companies have entered into various floating rate bank term loan agreements for loans bearing interest based on one-month London Interbank Offered Rate (LIBOR). At December 31, 2012, Mississippi Power had outstanding bank term loans totaling $175 million. At December 31, 2011, Mississippi Power had outstanding bank term loans totaling $240 million and Georgia Power had outstanding bank term loans totaling $450 million. Such amounts are reflected in the statements of capitalization as amounts due within one year.

During 2012, the traditional operating companies repaid approximately $565 million of floating rate bank notes bearing interest based on one-month LIBOR. In March 2012, Georgia Power paid at maturity a $250 million aggregate principal amount variable rate long-term bank note. In May 2012, Georgia Power repaid a $200 million aggregate principal amount variable rate short-term bank note due June 2012. In March 2012, Mississippi Power paid at maturity a $75 million aggregate principal amount variable rate long-term bank note. In September 2012, Mississippi Power paid at maturity a $40 million aggregate principal amount variable rate long-term bank note.

During 2012, Mississippi Power entered into a 366-day $100 million aggregate principal amount variable rate bank note bearing interest based on one-month LIBOR. The first advance in the amount of $50 million was made in November 2012. Subsequent to December 31, 2012, the second advance in the amount of $50 million was made. The proceeds of this loan were used for working capital and for other general corporate purposes, including Mississippi Power's continuous construction program.

These bank loans have covenants that limit debt levels to 65% of total capitalization, as defined in the agreements. For purposes of these definitions, debt excludes the long-term debt payable to affiliated trusts and other hybrid securities. At December 31, 2012, Mississippi Power was in compliance with its debt limits.

In addition, these bank loans contain cross default provisions that would be triggered if the borrower defaulted on other indebtedness above a specified threshold. The cross default provisions are restricted to the indebtedness, including any guarantee obligations, of the company that has such bank loans. Mississippi Power is currently in compliance with all such covenants.

Senior Notes

The traditional operating companies issued a total of $4.0 billion of senior notes in 2012. The proceeds of these issuances were used to repay approximately $2.8 billion of long-term indebtedness, to repay short-term indebtedness, and for other general corporate purposes, including the applicable subsidiary's continuous construction program.

At December 31, 2012 and 2011, Southern Company and its subsidiaries had a total of $17.4 billion and $15.9 billion, respectively, of senior notes outstanding. At December 31, 2012 and 2011, Southern Company had a total of $1.3 billion and $1.8 billion, respectively, of senior notes outstanding.

Since Southern Company is a holding company, the right of Southern Company and, hence, the right of creditors of Southern Company (including holders of Southern Company senior notes) to participate in any distribution of the assets of any subsidiary of Southern Company, whether upon liquidation, reorganization or otherwise, is subject to prior claims of creditors and preferred and preference stockholders of such subsidiary.

Pollution Control Revenue Bonds

Pollution control obligations represent loans to the traditional operating companies from public authorities of funds derived from sales by such authorities of revenue bonds issued to finance pollution control and solid waste disposal facilities. In some cases, the pollution control obligations represent obligations under installment sales agreements with respect to facilities constructed with the proceeds of pollution control bonds issued by public authorities. The traditional operating companies had $3.4 billion and $3.4 billion of outstanding pollution control revenue bonds at December 31, 2012 and 2011, respectively. The traditional operating companies are required to make payments sufficient for the authorities to meet principal and interest requirements of such bonds. Proceeds from certain issuances are restricted until qualifying expenditures are incurred.

Plant Daniel Revenue Bonds

In October 2011, in connection with Mississippi Power's election under its operating lease of Plant Daniel Units 3 and 4 to purchase the assets, Mississippi Power assumed the obligations of the lessor related to $270 million aggregate principal amount of Mississippi Business Finance Corporation Taxable Revenue Bonds, 7.13% Series 1999A due October 21, 2021, issued for the benefit of the lessor. See Note 1 under "Property, Plant, and Equipment" and "Assets Subject to Lien" herein for additional information.

Other Revenue Bonds

Other revenue bond obligations represent loans to Mississippi Power from a public authority of funds derived from the sale by such authority of revenue bonds issued to finance a portion of the costs of constructing the Kemper IGCC and related facilities.

In August 2012, the Mississippi Business Finance Corporation (MBFC) entered into an agreement to issue up to $42.5 million aggregate principal amount of MBFC Taxable Revenue Bonds, Series 2012A (Mississippi Power Company Project), up to $21.25 million aggregate principal amount of MBFC Taxable Revenue Bonds, Series 2012B (Mississippi Power Company Project), and up to $21.25 million aggregate principal amount of MBFC Taxable Revenue Bonds, Series 2012C (Mississippi Power Company Project) for the benefit of Mississippi Power. During 2012, the MBFC issued $8.97 million aggregate principal amount of MBFC Taxable Revenue Bonds (Mississippi Power Company Project), Series 2012A, $21.25 million aggregate principal amount of MBFC Taxable Revenue Bonds (Mississippi Power Company Project), Series 2012B, and $21.25 million aggregate principal amount of MBFC Taxable Revenue Bonds (Mississippi Power Company Project), Series 2012C for the benefit of Mississippi Power. The proceeds were used to reimburse Mississippi Power for the cost of the acquisition, construction, equipping, installation, and improvement of certain equipment and facilities for the lignite mining facility related to the Kemper IGCC. Any future issuances of the Series 2012A bonds will be used for this same purpose.

Mississippi Power had $50.0 million of such obligations outstanding related to tax-exempt revenue bonds at December 31, 2012 and 2011 and $51.5 million of such obligations related to taxable revenue bonds outstanding at December 31, 2012. Such amounts are reflected in the statements of capitalization as long-term senior notes and debt.

Other Obligations

In March 2012, Mississippi Power received a $150 million interest-bearing refundable deposit from SMEPA to be applied to the sale price for the proposed sale of an undivided interest in the Kemper IGCC. Until the acquisition is closed, the deposit bears interest at Mississippi Power's AFUDC rate adjusted for income taxes, which was 9.967% per annum at December 31, 2012, and is refundable to SMEPA upon termination of the asset purchase agreement related to such purchase, within 60 days of a request by SMEPA for a full or partial refund, or within 15 days at SMEPA's discretion in the event that Mississippi Power is assigned a senior unsecured credit rating of BBB+ or lower by S&P or Baa1 or lower by Moody's or ceases to be rated by either of these rating agencies.

Assets Subject to Lien

Each of Southern Company's subsidiaries is organized as a legal entity, separate and apart from Southern Company and its other subsidiaries. Alabama Power and Gulf Power have granted one or more liens on certain of their respective property in connection with the issuance of certain series of pollution control revenue bonds with an outstanding principal amount of $194 million as of December 31, 2012. There are no agreements or other arrangements among the Southern Company system companies under which the assets of one company have been pledged or otherwise made available to satisfy obligations of Southern Company or any of its other subsidiaries.

In October 2011, Mississippi Power purchased Plant Daniel Units 3 and 4 for approximately $85 million in cash and the assumption of $270 million face value (with a fair value on the assumption date of $346 million) of debt obligations of the lessor related to Plant Daniel Units 3 and 4, which mature in 2021 and bear interest at a fixed stated interest rate of 7.13% per annum. These obligations are secured by Plant Daniel Units 3 and 4 and certain personal property. See Note 1 under "Property, Plant, and Equipment" for additional information.

Bank Credit Arrangements

At December 31, 2012, committed credit arrangements with banks were as follows:



	Expires^(a)										Executable Term Loans				Due Within One Year
Company	2013		2014		2016		Total		Unused		One Year		Two Years		Term Out		No Term Out
	(in millions)						(in millions)				(in millions)				(in millions)
Southern Company	$	—	$	—	$	1,000	$	1,000	$	1,000	$	—	$	—	$	—	$	—
Alabama Power	158		350		800		1,308		1,308		56		—		56		102
Georgia Power	—		250		1,500		1,750		1,740		—		—		—		—
Gulf Power	80		195		—		275		275		45		—		45		35
Mississippi Power	135		165		—		300		300		25		40		65		70
Southern Power	—		—		500		500		500		—		—		—		—
Other	50		—		—		50		50		25		—		25		25
Total	$	423	$	960	$	3,800	$	5,183	$	5,173	$	151	$	40	$	191	$	232


(a)	No credit arrangements expire in 2015.

Most of the credit arrangements require payment of commitment fees based on the unused portion of the commitments or the maintenance of compensating balances with the banks. Commitment fees average less than 1/4 of 1% for Southern Company, the traditional operating companies, and Southern Power. Compensating balances are not legally restricted from withdrawal.

Most of the credit arrangements with banks have covenants that limit debt levels to 65% of total capitalization, as defined in the agreements. For purposes of these definitions, debt excludes the long-term debt payable to affiliated trusts and, in certain arrangements, other hybrid securities. At December 31, 2012, Southern Company, the traditional operating companies, and Southern Power were each in compliance with their respective debt limit covenants.

In addition, certain credit arrangements contain cross default provisions to other indebtedness that would trigger an event of default if the applicable borrower defaulted on indebtedness or guarantee obligations over a specified threshold. The cross default provisions are restricted only to the indebtedness, including any guarantee obligations, of the company that has such credit arrangements. Southern Company, the traditional operating companies, and Southern Power are currently in compliance with all such covenants.

A portion of the $5.2 billion unused credit with banks is allocated to provide liquidity support to the traditional operating companies' variable rate pollution control revenue bonds and commercial paper programs. The amount of variable rate pollution control revenue bonds requiring liquidity support as of December 31, 2012 was approximately $1.8 billion.

Southern Company, the traditional operating companies, and Southern Power make short-term borrowings primarily through commercial paper programs that have the liquidity support of committed bank credit arrangements. Southern Company, the traditional operating companies, and Southern Power may also borrow through various other arrangements with banks. Commercial paper and short-term bank loans are included in notes payable in the balance sheets.

Details of short-term borrowings were as follows:



	Short-term Debt at the End of the Period^(a)
	Amount Outstanding		Weighted Average Interest Rate
	(in millions)
December 31, 2012:
Commercial paper	$	820	0.3	%
December 31, 2011:
Commercial paper	$	654	0.3	%
Short-term bank debt	200		1.2	%
Total	$	854	0.5	%

(a) Excludes notes payable related to other energy service contracts of $5 million and $6 million at December 31, 2012 and 2011, respectively.

Redeemable Preferred Stock of Subsidiaries

Each of the traditional operating companies has issued preferred and/or preference stock. The preferred stock of Alabama Power and Mississippi Power contains a feature that allows the holders to elect a majority of such subsidiary's board of directors if dividends are not paid for four consecutive quarters. Because such a potential redemption-triggering event is not solely within the control of Alabama Power and Mississippi Power, this preferred stock is presented as "Redeemable Preferred Stock of Subsidiaries" in a manner consistent with temporary equity under applicable accounting standards. The preferred and preference stock at Georgia Power and the preference stock at Alabama Power and Gulf Power do not contain such a provision that would allow the holders to elect a majority of such subsidiary's board. As a result, under applicable accounting standards, the preferred and preference stock at Georgia Power and the preference stock at Alabama Power and Gulf Power are required to be shown as "noncontrolling interest," separately presented as a component of "Stockholders' Equity" on Southern Company's balance sheets, statements of capitalization, and statements of stockholders' equity.

There were no changes for the years ended December 31, 2012 and 2011 in redeemable preferred stock of subsidiaries for Southern Company.

Alabama Power [Member]

Debt Disclosure [Line Items]

FINANCING

Long-Term Debt Payable to an Affiliated Trust

The Company has formed a wholly-owned trust subsidiary for the purpose of issuing preferred securities. The proceeds of the related equity investments and preferred security sales were loaned back to the Company through the issuance of junior subordinated notes totaling $206 million as of December 31, 2012 and December 31, 2011, which constitute substantially all of the assets of this trust and are reflected in the balance sheets as long-term debt payable. The Company considers that the mechanisms and obligations relating to the preferred securities issued for its benefit, taken together, constitute a full and unconditional guarantee by it of the trust's payment obligations with respect to these securities. At December 31, 2012 and 2011, trust preferred securities of $200 million were outstanding. See Note 1 under "Variable Interest Entities" for additional information on the accounting treatment for this trust and the related securities.

Securities Due Within One Year

At December 31, 2012 and 2011, the Company had scheduled maturities of senior notes due within one year totaling $250 million and $500 million, respectively.

Maturities of senior notes and pollution control revenue bonds through 2017 applicable to total long-term debt are as follows: $250 million in 2013; $454 million in 2015; $200 million in 2016; and $561 million in 2017. There are no scheduled maturities in 2014.

Pollution Control Revenue Bonds

Pollution control obligations represent loans to the Company from public authorities of funds or installment purchases of pollution control and solid waste disposal facilities financed by funds derived from sales by public authorities of revenue bonds. The Company is required to make payments sufficient for the authorities to meet principal and interest requirements of such bonds. The Company incurred no obligations related to the issuance of pollution control revenue bonds in 2012. In 2012, the Company redeemed approximately $0.7 million of The Industrial Development Board of the Town of West Jefferson Solid Waste Disposal Revenue Bonds (Alabama Power Company Miller Plant Project), Series 2008. The amount of tax-exempt pollution control revenue bonds outstanding at both December 31, 2012 and 2011 was $1.2 billion. Proceeds from certain issuances are restricted until qualifying expenditures are incurred.

Senior Notes

The Company issued a total of $1.0 billion of unsecured senior notes in 2012. The proceeds of these issuances were used for general corporate purposes, including the Company's continuous construction program, to redeem $450 million of unsecured senior notes in 2012, and to pay at maturity $500 million of unsecured senior notes in 2012.

At both December 31, 2012 and 2011, the Company had $4.8 billion of senior notes outstanding. These senior notes are effectively subordinated to all secured debt of the Company which amounted to approximately $153 million at December 31, 2012.

Preferred, Preference, and Common Stock

In 2012, the Company issued no new shares of preferred stock, preference stock, or common stock.

Outstanding Classes of Capital Stock

The Company currently has preferred stock, Class A preferred stock, preference stock, and common stock authorized and outstanding. The Company's preferred stock and Class A preferred stock, without preference between classes, rank senior to the Company's preference stock and common stock with respect to payment of dividends and voluntary and involuntary dissolution. The preferred stock and Class A preferred stock of the Company contain a feature that allows the holders to elect a majority of the Company's board of directors if dividends are not paid for four consecutive quarters. Because such a potential redemption-triggering event is not solely within the control of the Company, the preferred stock and Class A preferred stock is presented as "Redeemable Preferred Stock" in a manner consistent with temporary equity under applicable accounting standards. The preference stock does not contain such a provision that would allow the holders to elect a majority of the Company's board. The Company's preference stock ranks senior to the common stock with respect to the payment of dividends and voluntary or involuntary dissolution.

The Company's preferred stock is subject to redemption at a price equal to the par value plus a premium. The Company's Class A preferred stock is subject to redemption at a price equal to the stated capital. Certain series of the Company's preference stock are subject to redemption at a price equal to the stated capital plus a make-whole premium based on the present value of the liquidation amount and future dividends to the first stated capital redemption date and the other series of preference stock are subject to redemption at a price equal to the stated capital. Certain series of the Company's preferred stock are subject to redemption at the option of the Company on or after a specified date. Information for each outstanding series is in the table below:



Preferred/Preference Stock	Par Value/Stated Capital Per Share	Shares Outstanding	First Call Date	Redemption Price Per Share
4.92% Preferred Stock	$100	80,000	*	$103.23
4.72% Preferred Stock	$100	50,000	*	$102.18
4.64% Preferred Stock	$100	60,000	*	$103.14
4.60% Preferred Stock	$100	100,000	*	$104.20
4.52% Preferred Stock	$100	50,000	*	$102.93
4.20% Preferred Stock	$100	135,115	*	$105.00
5.83% Class A Preferred Stock	$25	1,520,000	8/1/2008	Stated Capital
5.20% Class A Preferred Stock	$25	6,480,000	8/1/2008	Stated Capital
5.30% Class A Preferred Stock	$25	4,000,000	4/1/2009	Stated Capital
5.625% Preference Stock	$25	6,000,000	1/1/2012	Stated Capital
6.450% Preference Stock	$25	6,000,000	*	**
6.500% Preference Stock	$25	2,000,000	*	**



*	Redemption permitted any time after issuance



**	Prior to 10/01/2017: Stated Value Plus Make-Whole Premium; after 10/01/2017: Stated Capital

Dividend Restrictions

The Company can only pay dividends to Southern Company out of retained earnings or paid-in-capital.

Assets Subject to Lien

The Company has granted liens on certain property in connection with the issuance of certain series of pollution control revenue bonds with an outstanding principal amount of $153 million as of December 31, 2012. There are no agreements or other arrangements among the Southern Company system companies under which the assets of one company have been pledged or otherwise made available to satisfy obligations of Southern Company or any of its other subsidiaries.

Bank Credit Arrangements

At December 31, 2012, committed credit arrangements with banks were as follows:



Expires^(a)										Executable Term-Loans				Due Within One Year
2013		2014		2016		Total		Unused		One Year		Two Years		Term Out		No Term Out
						(in millions)
$	158	$	350	$	800	$	1,308	$	1,308	$	56	$	—	$	56	$	102


(a)	No credit arrangements expire in 2015.

The Company expects to renew its credit agreements as needed, prior to expiration. Most of the credit arrangements require payment of a commitment fee based on the unused portion of the commitments or the maintenance of compensating balances with the banks. Commitment fees average less than ¹/4 of 1% for the Company. Compensating balances are not legally restricted from withdrawal.

Most of the Company's credit arrangements with banks have covenants that limit the Company's debt to 65% of total capitalization, as defined in the arrangements. For purposes of calculating these covenants, long-term notes payable to affiliated trusts are excluded from debt but included in capitalization. Exceeding this debt level would result in a default under the credit arrangements. At December 31, 2012, the Company was in compliance with the debt limit covenants.

In addition, the credit arrangements typically contain cross default provisions that are restricted to indebtedness (including guaranteed obligations) of the Company. The Company is currently in compliance with all such covenants. None of the arrangements contain material adverse change clauses at the time of borrowings.

A portion of the unused credit with banks is allocated to provide liquidity support to the Company's variable rate pollution control revenue bonds and commercial paper program. During 2012, the Company remarketed $207 million of pollution control revenue bonds. The amount of variable rate pollution control revenue bonds requiring liquidity support was $793 million as of December 31, 2012.

The Company borrows through commercial paper programs that have the liquidity support of committed bank credit arrangements. The Company may also make short-term borrowings through various other arrangements with banks. At December 31, 2012 and 2011, there was no short-term debt outstanding. At December 31, 2012, the Company had regulatory approval to have outstanding up to $2.3 billion of short-term borrowings.

Georgia Power [Member]

Debt Disclosure [Line Items]

FINANCING

Securities Due Within One Year

A summary of scheduled maturities and redemptions of securities due within one year at December 31 was as follows:



	2012		2011
	(in millions)
Senior notes	$	1,675	$	200
Capital lease	5		5
Bank term loans	—		250
Total	$	1,680	$	455

Maturities through 2017 applicable to total long-term debt are as follows: $1.7 billion in 2013; $5 million in 2014; $1.1 billion in 2015; $260 million in 2016; and $456 million in 2017.

Senior Notes

The Company issued $2.3 billion aggregate principal amount of unsecured senior notes in 2012. The proceeds of these issuances were used to repay $850 million of unsecured senior notes and $250 million of an unsecured bank term loan, to repay a portion of the Company's short-term indebtedness, and for general corporate purposes, including the Company's continuous construction program.

At December 31, 2012 and 2011, the Company had $7.9 billion and $6.4 billion of senior notes outstanding, respectively. These senior notes are effectively subordinated to all secured debt of the Company, which aggregated $50 million and $55 million at December 31, 2012 and 2011, respectively, and was related to capital lease obligations.

Pollution Control Revenue Bonds

Pollution control obligations represent loans to the Company from public authorities of funds derived from sales by such authorities of revenue bonds issued to finance pollution control and solid waste disposal facilities. The Company is required to make payments sufficient for the authorities to meet principal and interest requirements of such bonds. The amount of tax-exempt pollution control revenue bonds outstanding at both December 31, 2012 and 2011 was $1.8 billion. Proceeds from certain issuances are restricted until qualifying expenditures are incurred.

In 2012, the Company incurred obligations in connection with issuance by public authorities of an aggregate of $284 million of pollution control revenue bonds. The proceeds of these issuances were used to redeem $284 million of outstanding pollution control bonds.

Bank Term Loans

In March 2012, the Company paid at maturity $250 million aggregate principal amount of variable rate long-term bank notes bearing interest at a rate based on one-month London Interbank Offered Rate (LIBOR).

In May 2012, the Company redeemed $200 million aggregate principal amount of variable rate short-term bank notes due June 15, 2012 bearing interest at a rate based on one-month LIBOR.

At December 31, 2011, the Company had $450 million of bank loans outstanding. There were no bank term loans outstanding at December 31, 2012.

Capital Leases

Assets acquired under capital leases are recorded in the balance sheets as utility plant in service, and the related obligations are classified as long-term debt. At December 31, 2012 and 2011, the Company had a capitalized lease obligation for its corporate headquarters building of $50 million and $55 million, respectively, with an interest rate of 7.9% and 7.4%, respectively. For ratemaking purposes, the Georgia PSC has treated the lease as an operating lease and has allowed only the lease payments in cost of service. The difference between the accrued expense and the lease payments allowed for ratemaking purposes has been deferred and is being amortized to expense as ordered by the Georgia PSC. The annual expense incurred for all capital leases was not material for any year presented. See Note 7 under "Fuel and Purchased Power Agreements" for additional information on capital lease PPAs that become effective in 2015.

Outstanding Classes of Capital Stock

The Company currently has preferred stock, Class A preferred stock, preference stock, and common stock authorized. The Company has shares of its Class A preferred stock, preference stock, and common stock outstanding. The Company's Class A preferred stock ranks senior to the Company's preference stock and common stock with respect to payment of dividends and voluntary or involuntary dissolution. The Company's preference stock ranks senior to the common stock with respect to the payment of dividends and voluntary or involuntary dissolution. The outstanding series of the Class A preferred stock is subject to redemption at the option of the Company at any time at a redemption price equal to 100% of the liquidation amount of the stock. In addition, the Company may redeem the outstanding series of the preference stock at a redemption price equal to 100% of the liquidation amount plus, with respect to any redemption prior to October 1, 2017, a make-whole premium based on the present value of the liquidation amount and future dividends through the first par redemption date.

Dividend Restrictions

The Company can only pay dividends to Southern Company out of retained earnings or paid-in-capital.

Bank Credit Arrangements

At December 31, 2012, committed credit arrangements with banks were as follows:


(a)	No credit arrangements expire in 2013 or 2015.

The Company expects to renew its credit arrangements, as needed, prior to expiration. All the credit arrangements require payment of commitment fees based on the unused portion of the commitments. Commitment fees average less than 1/4 of 1% for the Company.

The credit arrangements have covenants that limit the Company's debt levels to 65% of total capitalization, as defined in the agreements. For purposes of these definitions, debt excludes certain hybrid securities. In addition, the credit arrangements contain cross default provisions that are restricted only to the indebtedness of the Company. The Company is currently in compliance with all such covenants. None of the arrangements contain material adverse change clauses at the time of borrowings.

A portion of the $1.7 billion of unused credit arrangements provides liquidity support to the Company's variable rate pollution control revenue bonds and its commercial paper borrowings. The amount of variable rate pollution control revenue bonds outstanding requiring liquidity support as of December 31, 2012 was $865 million.

The Company makes short-term borrowings primarily through a commercial paper program that has the liquidity support of the Company's committed bank credit arrangements. The Company may also borrow through various other arrangements with banks. Commercial paper and short-term bank loans are included in notes payable on the balance sheets.

The Company had no short-term debt outstanding at December 31, 2012, excluding $2 million of notes payable related to other energy service contracts. Details of short-term borrowings outstanding at December 31, 2011 were as follows:



	Short-term Debt at the End of the Period^(a)
	Amount Outstanding		Weighted Average Interest Rate
	(in millions)
December 31, 2011:
Commercial paper	$	313	0.2%
Short-term bank debt	200		1.2%
Total	$	513	0.5%


(a)	Excludes notes payable related to other energy service contracts of $2 million.

Gulf Power [Member]

Debt Disclosure [Line Items]

FINANCING

Securities Due Within One Year

Approximately $60 million will be required through December 31, 2013 to fund maturities of long-term debt.

Maturities from 2014 through 2017 applicable to total long-term debt are as follows: $75 million in 2014; $110 million in 2016; and $85 million in 2017. There are no scheduled maturities in 2015.

Senior Notes

At December 31, 2012 and 2011, the Company had a total of $945 million and $936.4 million of senior notes outstanding, respectively. These senior notes are effectively subordinate to all secured debt of the Company, which totals approximately $41 million at December 31, 2012.

In May 2012, the Company issued $100 million aggregate principal amount of Series 2012A 3.10% Senior Notes due May 15, 2022. The net proceeds from the sale of the Series 2012A Senior Notes were used to redeem all of approximately $61 million aggregate principal amount of the Company's Series F 5.60% Senior Insured Quarterly Notes due April 1, 2033 and $30 million aggregate principal amount of the Company's Series H 5.25% Senior Notes due July 15, 2033, to repay a portion of the Company's outstanding short-term indebtedness, and for general corporate purposes, including the Company's continuous construction program.

Pollution Control Revenue Bonds

In November 2012, the Mississippi Business Finance Corporation issued $13 million aggregate principal amount of Mississippi Business Finance Corporation Solid Waste Disposal Facilities Revenue Refunding Bonds, Series 2012 (Gulf Power Company Project), due November 1, 2042 for the benefit of the Company. The proceeds were used in December 2012 to redeem the Mississippi Business Finance Corporation Solid Waste Disposal Facilities Revenue Refunding Bonds, Series 2002 (Gulf Power Company Project), due September 1, 2028.

Outstanding Classes of Capital Stock

The Company currently has preferred stock, Class A preferred stock, preference stock, and common stock authorized. The Company's preferred stock and Class A preferred stock, without preference between classes, rank senior to the Company's preference stock and common stock with respect to payment of dividends and voluntary or involuntary dissolution. No shares of preferred stock or Class A preferred stock were outstanding at December 31, 2012. The Company's preference stock ranks senior to the common stock with respect to the payment of dividends and voluntary or involuntary dissolution. Certain series of the preference stock are subject to redemption at the option of the Company on or after a specified date (typically five or 10 years after the date of issuance) at a redemption price equal to 100% of the liquidation amount of the preference stock. In addition, one series of the preference stock may be redeemed earlier at a redemption price equal to 100% of the liquidation amount plus a make-whole premium based on the present value of the liquidation amount and future dividends.

In January 2012, the Company issued to Southern Company 400,000 shares of the Company's common stock, without par value, and realized proceeds of $40 million. Subsequent to December 31, 2012, the Company issued to Southern Company 400,000 shares of the Company's common stock, without par value, and realized proceeds of $40 million. The proceeds were used to repay a portion of the Company's short-term debt and for other general corporate purposes, including the Company's continuous construction program.

Dividend Restrictions

The Company can only pay dividends to Southern Company out of retained earnings or paid-in-capital.

Assets Subject to Lien

The Company has granted a lien on its property at Plant Daniel in connection with the issuance of two series of pollution control revenue bonds with an outstanding principal amount of $41 million. There are no agreements or other arrangements among the Southern Company system companies under which the assets of one company have been pledged or otherwise made available to satisfy obligations of Southern Company or any of its subsidiaries.

Bank Credit Arrangements

At December 31, 2012, committed credit arrangements with banks were as follows:



Expires^(a)								Executable Term-Loans				Due Within One Year
2013		2014		Total		Unused		One Year		Two Years		Term Out		No Term Out
$	80	$	195	$	275	$	275	$	45	$	—	$	45	$	35


(a)	No credit arrangements expire after 2014.

During 2012, the Company renewed a $30 million credit arrangement and changed the terms of the credit arrangement so that it expires after two years instead of one year, which is reflected in the table above. The Company expects to renew its credit arrangements, as needed, prior to expiration. Of the $275 million of unused credit arrangements, $69 million provides support for variable rate pollution control revenue bonds and $206 million was available for liquidity support for the Company's commercial paper program and for other general corporate purposes. Most of the credit arrangements require payment of commitment fees based on the unused portion of the commitments. Commitment fees average less than 1/4 of 1% for the Company.

Most of those credit arrangements with banks contain covenants that limit the Company's debt level to 65% of total capitalization, as defined in the arrangements. At December 31, 2012, the Company was in compliance with these covenants.

In addition, the credit arrangements typically contain cross default provisions that are restricted only to indebtedness of the Company. The Company is currently in compliance with all such covenants.

For short-term cash needs, the Company borrows primarily through a commercial paper program that has the liquidity support of the Company's committed bank credit arrangements. The Company may also borrow through various other arrangements with banks. Commercial paper and short-term bank loans are included in notes payable in the balance sheets.

Details of short-term borrowings included in notes payable on the balance sheets were as follows:



	Short-term Debt at the End of the Period ^(a)
	Amount Outstanding		Weighted Average Interest Rate
	(in millions)
December 31, 2012:
Commercial paper	$	124	0.3%
December 31, 2011:
Commercial paper	$	111	0.2%


(a)	Excludes notes payable related to other energy service contracts of $3.2 million and $3.6 million for the periods ended December 31, 2012 and 2011, respectively.

Mississippi Power [Member]

Debt Disclosure [Line Items]

FINANCING

Bank Term Loans

In March 2012, the Company paid at maturity a $75 million aggregate principal amount variable rate bank note bearing interest at a rate based on one-month London Interbank Offered Rate (LIBOR).

In September 2012, the Company paid at maturity a $40 million aggregate principal amount variable rate bank note bearing interest at a rate based on one-month LIBOR.

In November 2012, the Company entered into a 366-day $100 million aggregate principal amount floating rate bank loan that bears interest based on one-month LIBOR. The first advance in the amount of $50 million was made in November 2012. Subsequent to December 31, 2012, the second advance in the amount of $50 million was made. The proceeds of this loan were used solely for working capital and for other general corporate purposes, including the Company's continuous construction program.

At December 31, 2012 and 2011, the Company had $175 million and $240 million of bank loans outstanding, respectively.

These bank loans have covenants that limit debt levels to 65% of total capitalization, as defined in the agreements. For purposes of these definitions, debt excludes the long-term debt payable to affiliated trusts and other hybrid securities. At December 31, 2012, the Company was in compliance with its debt limits.

In addition, these bank loans contain cross default provisions that would be triggered if the borrower defaulted on other indebtedness above a specified threshold. The cross default provisions are restricted to the indebtedness, including any guarantee obligations, of the company that has such bank loans. The Company is currently in compliance with all such covenants.

Senior Notes

In March 2012, the Company issued $250.0 million aggregate principal amount of Series 2012A 4.25% Senior Notes due March 15, 2042 and an additional $150.0 million aggregate principal amount of Series 2011A 2.35% Senior Notes due October 15, 2016. The Series 2011A Senior Notes were of the same series of notes that were originally issued in October 2011 in the aggregate principal amount of $150.0 million. Upon completion of this offering, the aggregate principal amount of the outstanding Series 2011A Senior Notes was $300.0 million. The proceeds from the sales of the Series 2012A Senior Notes and the Series 2011A Senior Notes were used to repay a bank term loan in an aggregate principal amount of $75.0 million and for general corporate purposes, including the Company's continuous construction program.

In March 2012, $300.0 million in interest rate swaps were settled, of which $250.0 million related to the Series 2012A Senior Notes at a loss of approximately $13.3 million, which will be amortized to interest expense, in earnings, over 10 years, and $50.0 million related to the Series 2011A Senior Notes at a loss of approximately $2.7 million, which will be amortized to interest expense, in earnings, over 10 years.

In May 2012, the Company redeemed $90.0 million aggregate principal amount of Series E 5-5/8% Senior Notes due May 1, 2033.

In August 2012, the Company issued an additional $200.0 million aggregate principal amount of Series 2012A 4.25% Senior Notes due March 15, 2042. The Series 2012A Senior Notes were of the same series of notes that were originally issued in March 2012 in the aggregate principal amount of $250.0 million. Upon completion of this offering, the aggregate principal amount of the outstanding Series 2012A Senior Notes is $450.0 million. The proceeds from this sale of the Series 2012A Senior Notes were used for general corporate purposes, including the Company's continuous construction program.

At December 31, 2012 and 2011, the Company had $1.1 billion and $630.0 million of senior notes outstanding, respectively. These senior notes are effectively subordinated to all secured debt of the Company. See "Plant Daniel Revenue Bonds" below for additional information regarding the Company's secured indebtedness.

Plant Daniel Revenue Bonds

In October 2011, in connection with the Company's election under its operating lease of Plant Daniel Units 3 and 4 to purchase the assets, the Company assumed the obligations of the lessor related to $270.0 million aggregate principal amount of Mississippi Business Finance Corporation Taxable Revenue Bonds, 7.13% Series 1999A due October 20, 2021, issued for the benefit of the lessor as described in Note 1 under "Purchase of the Plant Daniel Combined Cycle Generating Units" herein. These bonds are secured by Plant Daniel Units 3 and 4 and certain personal property. The bonds were recorded at fair value as of the date of assumption, or $346.1 million, reflecting a premium of $76.1 million.

Securities Due Within One Year

A summary of scheduled maturities and redemptions of securities due within one year at December 31, 2012 and 2011 was as follows:



	2012		2011
	(in millions)
Senior notes	$	50.0	$	—
Bank term loans	175.0		240.0
Revenue bonds	51.5		—
Capitalized leases	—		0.6
Outstanding at December 31	$	276.5	$	240.6

Maturities through 2017 applicable to total long-term debt are as follows: $276.5 million in 2013, $300.0 million in 2016, and $35.0 million in 2017. There are no scheduled maturities in 2014 and 2015.

Pollution Control Revenue Bonds

Other Revenue Bonds

Other revenue bond obligations represent loans to the Company from a public authority of funds derived from the sale by such authority of revenue bonds issued to finance a portion of the costs of constructing the Kemper IGCC and related facilities.

In August 2012, the Mississippi Business Finance Corporation (MBFC) entered into an agreement to issue up to $42.5 million aggregate principal amount of MBFC Taxable Revenue Bonds, Series 2012A (Mississippi Power Company Project), up to $21.25 million aggregate principal amount of MBFC Taxable Revenue Bonds, Series 2012B (Mississippi Power Company Project), and up to $21.25 million aggregate principal amount of MBFC Taxable Revenue Bonds, Series 2012C (Mississippi Power Company Project) for the benefit of the Company. During 2012, the MBFC issued $8.97 million aggregate principal amount of MBFC Taxable Revenue Bonds (Mississippi Power Company Project), Series 2012A, $21.25 million aggregate principal amount of MBFC Taxable Revenue Bonds (Mississippi Power Company Project), Series 2012B, and $21.25 million aggregate principal amount of MBFC Taxable Revenue Bonds (Mississippi Power Company Project), Series 2012C for the benefit of the Company. The proceeds were used to reimburse the Company for the cost of the acquisition, construction, equipping, installation, and improvement of certain equipment and facilities for the lignite mining facility related to the Kemper IGCC. Any future issuances of the Series 2012A bonds will be used for this same purpose.

The Company had $50.0 million of such obligations outstanding related to tax-exempt revenue bonds at December 31, 2012 and 2011, and $51.5 million of such obligations related to taxable revenue bonds outstanding at December 31, 2012. Such amounts are reflected in the statements of capitalization as long-term senior notes and debt.

Other Obligations

In March 2012, the Company received a $150.0 million interest-bearing refundable deposit from SMEPA to be applied to the sale price for the pending sale of an undivided interest in the Kemper IGCC. Until the acquisition is closed, the deposit bears interest at the Company's AFUDC rate adjusted for income taxes, which was 9.967% per annum at December 31, 2012, and is refundable to SMEPA upon termination of the asset purchase agreement related to such purchase, within 60 days of a request by SMEPA for a full or partial refund, or within 15 days at SMEPA's discretion in the event that the Company is assigned a senior unsecured credit rating of BBB+ or lower by S&P or Baa1 or lower by Moody's or ceases to be rated by either of these rating agencies.

Assets Subject to Lien

The revenue bonds assumed in conjunction with the purchase of Plant Daniel Units 3 and 4 are secured by Plant Daniel Units 3 and 4 and certain personal property. See Note 1 under "Purchase of the Plant Daniel Combined Cycle Generating Units" and "Plant Daniel Revenue Bonds" for additional information. There are no agreements or other arrangements among the Southern Company system companies under which the assets of one company have been pledged or otherwise made available to satisfy the obligations of Southern Company or another of its other subsidiaries.

Outstanding Classes of Capital Stock

The Company currently has preferred stock (including depositary shares which represent one-fourth of a share of preferred stock) and common stock authorized and outstanding. The preferred stock of the Company contains a feature that allows the holders to elect a majority of the Company's board of directors if dividends are not paid for four consecutive quarters. Because such a potential redemption-triggering event is not solely within the control of the Company, this preferred stock is presented as "Cumulative Redeemable Preferred Stock" in a manner consistent with temporary equity under applicable accounting standards. The Company's preferred stock and depositary preferred stock, without preference between classes, rank senior to the Company's common stock with respect to payment of dividends and voluntary or involuntary dissolution. The preferred stock and depositary preferred stock is subject to redemption at the option of the Company at a redemption price equal to 100% of the liquidation amount of the stock.

Dividend Restrictions

The Company can only pay dividends to Southern Company out of retained earnings or paid-in-capital.

Bank Credit Arrangements

At December 31, 2012, committed credit arrangements with banks were as follows:



Expires^(a)				Executable Term-Loans		Due Within One Year
2013	2014	Total	Unused	One Year	Two Years	Term Out	No Term Out
(in millions)
$135	$165	$300	$300	$25	$40	$65	$70


(a)	No credit arrangements expire after 2014.

The Company expects to renew its credit arrangements, as needed, prior to expiration.

Most of these credit arrangements require payment of commitment fees based on the unused portions of the commitments or to maintain compensating balances with the banks. Commitment fees average less than 1/4 of 1% for the Company. Compensating balances are not legally restricted from withdrawal.

Most of these credit arrangements contain covenants that limit the Company's debt levels to 65% of total capitalization, as defined in the agreements. For purposes of these definitions, debt excludes certain hybrid securities.

In addition, the credit arrangements typically contain cross default provisions that are restricted to the indebtedness of the Company. The Company is currently in compliance with all such covenants. None of the arrangements contain material adverse change clauses at the time of borrowing.

The Company's unused credit arrangements provide liquidity support to the Company's variable rate pollution control revenue bonds and its commercial paper borrowings. The amount of variable rate pollution control revenue bonds outstanding requiring liquidity support as of December 31, 2012 was $40.1 million.

The Company makes short-term borrowings primarily through a commercial paper program that has the liquidity support of the Company's committed bank credit arrangements.

At December 31, 2012 and 2011, there was no short-term debt outstanding.

Southern Power [Member]

Debt Disclosure [Line Items]

FINANCING

Other Long-Term Notes

During 2012, the Company prepaid $2.5 million on a long-term debt related to STR.

During 2012, the Company issued a $4.1 million promissory note, due June 15, 2032, to TRE related to the financing of Apex.

During 2012, the Company issued a $0.9 million promissory note, due September 30, 2032, to TRE related to the financing of Spectrum.

During 2012, the Company issued a $0.5 million promissory note, due October 31, 2032, to TRE related to the financing of Granville.

Senior Notes

During 2012, the Company did not issue any senior notes.

During 2011, the Company issued $575 million aggregate principal amount of Series 2011A 5.15% Senior Notes due September 15, 2041. The proceeds of the issuance were used to redeem $575 million aggregate principal amount of Series B 6.25% Senior Notes due July 15, 2012.

At December 31, 2012 and 2011, the Company had $1.3 billion of senior notes outstanding.

Bank Credit Arrangements

In 2011, the Company terminated its existing credit arrangement and entered into a $500 million committed credit facility (Facility) expiring in 2016. There were no borrowings outstanding under the Facility at December 31, 2012 and December 31, 2011. The Facility does not contain a material adverse change clause at the time of borrowing.

The Company is required to pay a commitment fee on the unused balance of the Facility. This fee is less than 1/4 of 1%. The Facility contains a covenant that limits the ratio of debt to capitalization (each as defined in the Facility) to a maximum of 65%. The Facility also contains a cross default provision that is restricted only to indebtedness of the Company. The Company is currently in compliance with all covenants in the Facility.

Proceeds from the Facility may be used for working capital and general corporate purposes as well as liquidity support for the Company's commercial paper program.

The Company's commercial paper program is used to finance acquisition and construction costs related to electric generating facilities and for general corporate purposes. Commercial paper is included in notes payable in the balance sheets.

Details of short-term borrowings were as follows:



	Short-term Debt at the End of the Period
	Amount Outstanding		Weighted Average Interest Rate
	(in millions)
December 31, 2012:
Commercial paper	$	71	0.5	%
December 31, 2011:
Commercial paper	$	180	0.5	%

Dividend Restrictions

The Company can only pay dividends to Southern Company out of retained earnings or paid-in-capital.

The indenture related to certain series of the Company's senior notes also contains certain limitations on the payment of common stock dividends. No dividends may be paid unless, as of the end of any calendar quarter, the Company's projected cash flows from fixed priced capacity PPAs are at least 80% of total projected cash flows for the next 12 months or the Company's debt to capitalization ratio is no greater than 60%. At December 31, 2012, the Company was in compliance with these ratios and had no other restrictions on its ability to pay dividends.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References+ Details

Expires^(a)

(in millions)