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 September 30, 2014 was approximately $1.8 billion. In addition, at September 30, 2014, the traditional operating companies had $423 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. In addition, $98 million of certain pollution control revenue bonds of Georgia Power have been reclassified to securities due within one year in anticipation of redemption in connection with unit retirement decisions. See Note 3 to the financial statements of Southern Company and Georgia Power under "Retail Regulatory Matters – Georgia Power – Integrated Resource Plans" and "Retail Regulatory Matters – Integrated Resource Plans," respectively, in Item 8 of the Form 10-K for additional information.

The following table outlines the committed credit arrangements by company as of September 30, 2014:



	Expires														Executable Term Loans				Due Within One Year
Company	2014		2015		2016		2017		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	70		158		50		—		1,030		1,308		1,308		58		—		58		170
Georgia Power	—		—		150		—		1,600		1,750		1,736		—		—		—		—
Gulf Power	20		60		165		30		—		275		275		50		—		50		30
Mississippi Power	15		120		165		—		—		300		300		25		40		65		70
Southern Power	—		—		—		—		500		500		499		—		—		—		—
Other	—		70		—		—		—		70		70		20		—		20		50
Total	$	105	$	408	$	530	$	30	$	4,130	$	5,203	$	5,188	$	153	$	40	$	193	$	320

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 nine months of 2014:



Company	Senior Note Issuances		Senior Note Maturities		Revenue Bond Issuances and Remarketings of Purchased Bonds^(a)		Revenue Bond Redemptions		Other Long-Term Debt Issuances			Other Long-Term Debt Redemptions^(b)
	(in millions)
Southern Company	$	750	$	350	$	—	$	—	$	—		$	—
Alabama Power	400		—		—		—		—			—
Georgia Power	—		—		40		37		1,000			4
Gulf Power	200		—		42		29		—			—
Mississippi Power	—		—		—		—		493			222
Southern Power	—		—		—		—		10			1
Other	—		—		—		—		—			15
Elimination^(c)	—		—		—		—		(220		)	(220		)
Total	$	1,350	$	350	$	82	$	66	$	1,283		$	22


(a)	Includes remarketing by Gulf Power of $13 million aggregate principal amount of revenue bonds previously purchased and held by Gulf Power since December 2013 and remarketing by Georgia Power of $40 million aggregate principal amount of revenue bonds previously purchased and held by Georgia Power since 2010.


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


(c)	Intercompany loan from Southern Company to Mississippi Power eliminated in Southern Company's Condensed Consolidated Financial Statements. This loan was repaid on September 29, 2014.

Southern Company

In August 2014, Southern Company issued $400 million aggregate principal amount of Series 2014A 1.30% Senior Notes due August 15, 2017 and $350 million aggregate principal amount of Series 2014B 2.15% Senior Notes due September 1, 2019. The proceeds were used to pay a portion of Southern Company's outstanding short-term indebtedness and for other general corporate purposes.

Alabama Power

In August 2014, Alabama Power issued $400 million aggregate principal amount of Series 2014A 4.150% Senior Notes due August 15, 2044. The proceeds were used for general corporate purposes, including Alabama Power's continuous construction program.

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 full recourse and also 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 2044 and the interest rate applicable to the remaining $500 million is 3.488% for an interest period that extends to 2029, and is expected to be reset from time to time thereafter through 2044. In connection with its entry into the agreements with the DOE and the FFB, 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.

In July 2014, Georgia Power reoffered to the public $40 million aggregate principal amount of Development Authority of Monroe County (Georgia) Pollution Control Revenue Bonds (Georgia Power Company Plant Scherer Project), First Series 2009, which had been previously purchased and held by Georgia Power since 2010.

Gulf Power

In April 2014, Gulf Power executed a loan agreement with Mississippi Business Finance Corporation (MBFC) related to MBFC's issuance of $29.075 million aggregate principal amount of Pollution Control Revenue Refunding Bonds, First Series 2014 (Gulf Power Company Project) due April 1, 2044 for the benefit of Gulf Power. The proceeds were used to redeem $29.075 million aggregate principal amount of MBFC Pollution Control Revenue Refunding Bonds, Series 2003 (Gulf Power Company Project).

In June 2014, Gulf Power reoffered to the public $13 million aggregate principal amount of MBFC Solid Waste Disposal Facilities Revenue Refunding Bonds, Series 2012 (Gulf Power Company Project), which had been previously purchased and held by Gulf Power since December 2013.

In September 2014, Gulf Power issued $200 million aggregate principal amount of Series 2014A 4.55% Senior Notes due October 1, 2044. The proceeds were used to repay a portion of its outstanding short-term indebtedness, for general corporate purposes, including Gulf Power's continuous construction program, and subsequent to September 30, 2014, for repayment at maturity $75 million aggregate principal amount of Gulf Power's Series K 4.90% Senior Notes due October 1, 2014.

Mississippi Power

In January 2014, Mississippi Power entered into an 18-month floating rate bank loan bearing interest based on one-month LIBOR. The 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 and subsequent to September 30, 2014, Mississippi Power received an additional $75 million and $50 million, respectively, of interest-bearing refundable deposits 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.

As reflected in the table above in "Other Long-Term Debt Issuances," in May 2014, Mississippi Power issued a 19-month floating rate promissory note to Southern Company for a loan bearing interest based on one-month LIBOR. This loan was for $220 million aggregate principal amount and the proceeds were used for working capital and other general corporate purposes, including Mississippi Power's construction program. This loan was repaid on September 29, 2014.

In May 2014 and August 2014, the MBFC issued $12.3 million and $10.5 million, respectively, aggregate principal amount of MBFC Taxable Revenue Bonds (Mississippi Power Company Project), Series 2013A for the benefit of Mississippi Power and 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 2013A bonds will be used for this same purpose.

Southern Power

During the nine months ended September 30, 2014, Southern Power prepaid $0.8 million of long-term debt payable to Turner Renewable Energy, LLC (TRE) and issued $3.9 million due April 30, 2034, $5.3 million due May 31, 2034, $0.8 million due April 30, 2033, and an additional $0.1 million due June 15, 2032 under promissory notes payable to TRE related to the financing of Adobe Solar, LLC (Adobe), Macho Springs Solar, LLC (Macho Springs), Campo Verde Solar, LLC, and Apex Nevada Solar, LLC, respectively.