FINANCING

Bank Credit Arrangements

Bank credit arrangements provide liquidity support to the registrants' commercial paper borrowings and the traditional operating companies' variable rate pollution control revenue bonds. The amount of variable rate pollution control revenue bonds requiring liquidity support as of March 31, 2014 was approximately $1.8 billion. In addition, at March 31, 2014, the traditional operating companies had $559 million of fixed rate pollution control revenue bonds that will be required to be remarketed within the next 12 months. See Note 6 to the financial statements of each registrant under "Bank Credit Arrangements" in Item 8 of the Form 10-K for additional information.

The following table outlines the committed credit arrangements by company as of March 31, 2014:



	Expires^(a)												Executable Term Loans				Due Within One Year
Company	2014		2015		2016		2018		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	238		35		—		1,030		1,303		1,303		53		—		53		185
Georgia Power	—		—		150		1,600		1,750		1,736		—		—		—		—
Gulf Power	75		35		165		—		275		275		50		—		50		60
Mississippi Power	135		—		165		—		300		300		25		40		65		70
Southern Power	—		—		—		500		500		500		—		—		—		—
Other	75		25		—		—		100		100		25		—		25		50
Total	$	523	$	95	$	480	$	4,130	$	5,228	$	5,214	$	153	$	40	$	193	$	365

(a) No credit arrangements expire in 2017.

Southern Company and its subsidiaries expect to renew their credit arrangements as needed, prior to expiration.

Financing Activities

The following table outlines the long-term debt financing activities for Southern Company and its subsidiaries for the first three months of 2014:



Company^(a)	Other Long-Term Debt Issuances		Other Long-Term Debt Redemptions^(b)
	(in millions)
Georgia Power	$	1,000	$	1
Mississippi Power	250		1
Southern Power	1		1
Other	—		6
Total	$	1,251	$	9

(a) Southern Company, Alabama Power, and Gulf Power did not issue or redeem any long-term debt during the first three months of 2014.

(b) Includes reductions in capital lease obligations resulting from cash payments under capital leases.

Georgia Power

Pursuant to the loan guarantee program established under Title XVII of the Energy Policy Act of 2005, Georgia Power and the DOE entered into a loan guarantee agreement (Loan Guarantee Agreement) on February 20, 2014, under which the DOE agreed to guarantee the obligations of Georgia Power under a note purchase agreement (FFB Note Purchase Agreement) among the DOE, Georgia Power, and the FFB and a related promissory note (FFB Promissory Note). Georgia Power is obligated to reimburse the DOE for any payments the DOE is required to make to the FFB under the guarantee.

The FFB Note Purchase Agreement and the FFB Promissory Note provide for a multi-advance term loan facility (FFB Credit Facility), under which Georgia Power may make term loan borrowings through the FFB. On February 20, 2014, Georgia Power made initial borrowings under the FFB Credit Facility in an aggregate principal amount of $1.0 billion. Georgia Power's reimbursement obligations to the DOE are secured by a first priority lien on (i) Georgia Power's 45.7% undivided ownership interest in Plant Vogtle Units 3 and 4 (primarily the units under construction, the related real property, and any nuclear fuel loaded in the reactor core) and (ii) Georgia Power's rights and obligations under the principal contracts relating to Plant Vogtle Units 3 and 4. The interest rate applicable to $500 million of the initial advance under the FFB Credit Facility is 3.860% for an interest period that extends to February 20, 2044 (the final maturity date) and the interest rate applicable to the remaining $500 million is 3.488% for an interest period that extends to February 20, 2029, and will be reset from time to time thereafter through the final maturity date. In connection with its entry into the Loan Guarantee Agreement, the FFB Note Purchase Agreement, and the FFB Promissory Note, Georgia Power incurred issuance costs of approximately $66 million, which will be amortized over the life of the borrowings under the FFB Credit Facility.

See Note 6 to the financial statements of Southern Company and Georgia Power in Item 8 of the Form 10-K under "DOE Loan Guarantee Borrowings" for additional information.

Mississippi Power

In January 2014, Mississippi Power entered into an 18-month floating rate bank loan bearing interest based on one-month LIBOR. This term loan was for $250 million aggregate principal amount, and proceeds were used for working capital and other general corporate purposes, including Mississippi Power's continuous construction program.

In January 2014, Mississippi Power received an additional $75 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. See Note 3 to the financial statements of Southern Company and Mississippi Power in Item 8 of the Form 10-K under "Integrated Coal Gasification Combined Cycle – Proposed Sale of Undivided Interest to SMEPA" for additional information.

Southern Power

In March 2014, Southern Power issued an additional $0.6 million under a promissory note, due April 30, 2033, to Turner Renewable Energy, LLC (TRE) related to the financing of Campo Verde Solar, LLC.

In March 2014, Southern Power prepaid $0.8 million of long-term debt to TRE.