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 (C) for additional information. In the statements of cash flows, the cash impacts of settled energy-related and interest rate derivatives are recorded as operating activities. The 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.

Energy-Related Derivatives

Southern Company, 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 is expected to continue to mitigate price volatility. The Florida PSC extended the moratorium on Gulf Power's fuel-hedging program until January 1, 2021 in connection with the 2017 Rate Case Settlement Agreement. The moratorium does not have an impact on the recovery of existing hedges entered into under the previously-approved hedging program. 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 the statements of income.

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

•

Regulatory Hedges — Energy-related derivative contracts which are 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 OCI before being recognized in the statements of income in the same period as the hedged transactions are reflected in earnings.


•	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, 2017, the net volume of energy-related derivative contracts for natural gas positions for the Southern Company system, 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^(*)	463	2021	2024
Alabama Power	66	2020	—
Georgia Power	159	2021	—
Gulf Power	28	2020	—
Mississippi Power	44	2021	—
Southern Power	13	2018	—
Southern Company Gas^(*)	153	2020	2024

(*)

Southern Company's and 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 3.3 billion mmBtu and short natural gas positions of 3.1 billion mmBtu as of September 30, 2017, which is also included in Southern Company's total volume.

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 gas due to operational constraints. The maximum expected volume of natural gas subject to such a feature is 34 million mmBtu for Southern Company, 11 million mmbtu for Georgia Power and Southern Power, 5 million mmbtu for Alabama Power, 3 million mmBtu for Gulf Power, and 4 million mmBtu for Mississippi Power.

For cash flow hedges of energy-related derivatives, the amounts expected to be reclassified from accumulated OCI to earnings for the next 12-month period ending September 30, 2018 are $5 million for Southern Power and immaterial for all other registrants.

Interest Rate Derivatives

Southern Company and certain subsidiaries may also 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 effective portion of the derivatives' fair value gains or losses is recorded in OCI and is reclassified into earnings at the same time the hedged transactions affect earnings, with any ineffectiveness recorded directly to earnings. 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, providing an offset, with any difference representing ineffectiveness. 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, 2017, 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, 2017
	(in millions)					(in millions)
Cash Flow Hedges of Existing Debt
Mississippi Power	$	900	1-month LIBOR	0.79%	March 2018	$	2
Fair Value Hedges of Existing Debt
Southern Company^(*)	300		2.75%	3-month LIBOR + 0.92%	June 2020	—
Southern Company^(*)	1,500		2.35%	1-month LIBOR + 0.87%	July 2021	(19		)
Georgia Power	250		5.40%	3-month LIBOR + 4.02%	June 2018	—
Georgia Power	500		1.95%	3-month LIBOR + 0.76%	December 2018	(2		)
Georgia Power	200		4.25%	3-month LIBOR + 2.46%	December 2019	—
Southern Company Consolidated	$	3,650				$	(19	)


(*)	Represents the Southern Company parent entity.

The estimated pre-tax gains (losses) related to interest rate derivatives expected to be reclassified from accumulated OCI to interest expense for the next 12-month period ending September 30, 2018 are $(19) million for Southern Company and immaterial for all other registrants. Southern Company and certain subsidiaries have deferred gains and losses expected to be amortized into earnings through 2046.

Foreign Currency Derivatives

Southern Company and certain subsidiaries may also 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 effective portion of the derivatives' fair value gains or losses is recorded in OCI and is reclassified into earnings at the same time that the hedged transactions affect earnings, including foreign currency gains or losses arising from changes in the U.S. currency exchange rates. Any ineffectiveness is recorded directly to earnings. The derivatives employed as hedging instruments are structured to minimize ineffectiveness.

At September 30, 2017, 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, 2017
	(in millions)			(in millions)				(in millions)
Cash Flow Hedges of Existing Debt
Southern Power	$	677	2.95%	€	600	1.00%	June 2022	$	42
Southern Power	564		3.78%	500		1.85%	June 2026	38
Total	$	1,241		€	1,100			$	80

The estimated pre-tax gains (losses) related to foreign currency derivatives that will be reclassified from accumulated OCI to earnings for the next 12-month period ending September 30, 2018 are $(23) million for Southern Company and Southern Power.

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, 2017						As of December 31, 2016
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	$	21		$	25		$	73		$	27
Other deferred charges and assets/Other deferred credits and liabilities	13			23			25			33
Total derivatives designated as hedging instruments for regulatory purposes	$	34		$	48		$	98		$	60
Derivatives designated as hedging instruments in cash flow and fair value hedges
Energy-related derivatives:
Other current assets/Other current liabilities	$	8		$	6		$	23		$	7
Interest rate derivatives:
Other current assets/Other current liabilities	5			1			12			1
Other deferred charges and assets/Other deferred credits and liabilities	—			23			1			28
Foreign currency derivatives:
Other current assets/Other current liabilities	—			23			—			25
Other deferred charges and assets/Other deferred credits and liabilities	103			—			—			33
Total derivatives designated as hedging instruments in cash flow and fair value hedges	$	116		$	53		$	36		$	94
Derivatives not designated as hedging instruments
Energy-related derivatives:
Other current assets/Other current liabilities	$	271		$	254		$	489		$	483
Other deferred charges and assets/Other deferred credits and liabilities	115			103			66			81
Interest rate derivatives:
Other current assets/Other current liabilities	—			—			1			—
Total derivatives not designated as hedging instruments	$	386		$	357		$	556		$	564
Gross amounts recognized	$	536		$	458		$	690		$	718
Gross amounts offset^(*)	$	(275	)	$	(351	)	$	(462	)	$	(524	)
Net amounts recognized in the Balance Sheets	$	261		$	107		$	228		$	194



	As of September 30, 2017						As of December 31, 2016
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	$	6		$	4		$	13		$	5
Other deferred charges and assets/Other deferred credits and liabilities	3			3			7			4
Total derivatives designated as hedging instruments for regulatory purposes	$	9		$	7		$	20		$	9
Gross amounts recognized	$	9		$	7		$	20		$	9
Gross amounts offset	$	(5	)	$	(5	)	$	(8	)	$	(8	)
Net amounts recognized in the Balance Sheets	$	4		$	2		$	12		$	1

Georgia Power
Derivatives designated as hedging instruments for regulatory purposes
Energy-related derivatives:
Other current assets/Other current liabilities	$	10		$	3		$	30		$	1
Other deferred charges and assets/Other deferred credits and liabilities	8			8			14			7
Total derivatives designated as hedging instruments for regulatory purposes	$	18		$	11		$	44		$	8
Derivatives designated as hedging instruments in cash flow and fair value hedges
Interest rate derivatives:
Other current assets/Other current liabilities	$	1		$	1		$	2		$	—
Other deferred charges and assets/Other deferred credits and liabilities	—			2			—			3
Total derivatives designated as hedging instruments in cash flow and fair value hedges	$	1		$	3		$	2		$	3
Gross amounts recognized	$	19		$	14		$	46		$	11
Gross amounts offset	$	(10	)	$	(10	)	$	(8	)	$	(8	)
Net amounts recognized in the Balance Sheets	$	9		$	4		$	38		$	3

Gulf Power
Derivatives designated as hedging instruments for regulatory purposes
Energy-related derivatives:
Other current assets/Other current liabilities	$	—		$	13		$	4		$	12
Other deferred charges and assets/Other deferred credits and liabilities	—			9			1			17
Total derivatives designated as hedging instruments for regulatory purposes	$	—		$	22		$	5		$	29
Gross amounts recognized	$	—		$	22		$	5		$	29
Gross amounts offset	$	—		$	—		$	(4	)	$	(4	)
Net amounts recognized in the Balance Sheets	$	—		$	22		$	1		$	25



	As of September 30, 2017						As of December 31, 2016
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	$	1		$	4		$	2		$	6
Other deferred charges and assets/Other deferred credits and liabilities	2			3			2			5
Total derivatives designated as hedging instruments for regulatory purposes	$	3		$	7		$	4		$	11
Derivatives designated as hedging instruments in cash flow and fair value hedges
Interest rate derivatives:
Other current assets/Other current liabilities	$	2		$	—		$	2		$	—
Other deferred charges and assets/Other deferred credits and liabilities	—			—			1			—
Total derivatives designated as hedging instruments in cash flow and fair value hedges	$	2		$	—		$	3		$	—
Gross amounts recognized	$	5		$	7		$	7		$	11
Gross amounts offset	$	(3	)	$	(3	)	$	(3	)	$	(3	)
Net amounts recognized in the Balance Sheets	$	2		$	4		$	4		$	8

Southern Power
Derivatives designated as hedging instruments in cash flow and fair value hedges
Energy-related derivatives:
Other current assets/Other current liabilities	$	8		$	4		$	18		$	4
Foreign currency derivatives:
Other current assets/Other current liabilities	—			23			—			25
Other deferred charges and assets/Other deferred credits and liabilities	103			—			—			33
Total derivatives designated as hedging instruments in cash flow and fair value hedges	$	111		$	27		$	18		$	62
Derivatives not designated as hedging instruments
Energy-related derivatives:
Other current assets/Other current liabilities	$	1		$	—		$	3		$	1
Interest rate derivatives:
Other current assets/Other current liabilities	—			—			1			—
Total derivatives not designated as hedging instruments	$	1		$	—		$	4		$	1
Gross amounts recognized	$	112		$	27		$	22		$	63
Gross amounts offset	$	(1	)	$	(1	)	$	(5	)	$	(5	)
Net amounts recognized in the Balance Sheets	$	111		$	26		$	17		$	58



	As of September 30, 2017						As of December 31, 2016
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	$	4		$	1		$	24		$	3
Other deferred charges and assets/Other deferred credits and liabilities	—			—			1			—
Total derivatives designated as hedging instruments for regulatory purposes	$	4		$	1		$	25		$	3
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	$	—		$	2		$	4		$	3
Derivatives not designated as hedging instruments
Energy-related derivatives:
Assets from risk management activities/Liabilities from risk management activities-current	$	270		$	254		$	486		$	482
Other deferred charges and assets/Other deferred credits and liabilities	115			103			66			81
Total derivatives not designated as hedging instruments	$	385		$	357		$	552		$	563
Gross amounts of recognized	$	389		$	360		$	581		$	569
Gross amounts offset^(*)	$	(251	)	$	(327	)	$	(435	)	$	(497	)
Net amounts recognized in the Balance Sheets	$	138		$	33		$	146		$	72


(*)	Gross amounts offset include cash collateral held on deposit in broker margin accounts of $76 million and $62 million as of September 30, 2017 and December 31, 2016, respectively.

At September 30, 2017 and December 31, 2016, 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 at September 30, 2017
Derivative Category and Balance Sheet Location	Southern Company^(b)			Alabama Power			Georgia Power			Gulf Power			Mississippi Power			Southern Company Gas^(c)
	(in millions)
Energy-related derivatives:
Other regulatory assets, current	$	(18	)	$	(1	)	$	—		$	(13	)	$	(3	)	$	(1	)
Other regulatory assets, deferred	(12		)	(1		)	(1		)	(9		)	(1		)	—
Other regulatory liabilities, current^(a)	14			3			7			—			—			4
Other regulatory liabilities, deferred^(b)	2			1			1			—			—			—
Total energy-related derivative gains (losses)	$	(14	)	$	2		$	7		$	(22	)	$	(4	)	$	3


(a)	Georgia Power includes other regulatory liabilities, current in other current liabilities.


(b)	Georgia Power includes other regulatory liabilities, deferred in other deferred credits and liabilities.


(c)	Fair value gains and losses recorded in regulatory assets and liabilities include cash collateral held on deposit in broker margin accounts of $1 million at September 30, 2017.



Regulatory Hedge Unrealized Gain (Loss) Recognized in the Balance Sheet at December 31, 2016
Derivative Category and Balance Sheet Location	Southern Company^(c)			Alabama Power			Georgia Power		Gulf Power			Mississippi Power			Southern Company Gas^(c)
	(in millions)
Energy-related derivatives:
Other regulatory assets, current	$	(16	)	$	(1	)	$	—	$	(9	)	$	(5	)	$	(1	)
Other regulatory assets, deferred	(19		)	—			—		(16		)	(3		)	—
Other regulatory liabilities, current^(a)	56			8			29		1			1			17
Other regulatory liabilities, deferred^(b)	12			4			7		—			—			1
Total energy-related derivative gains (losses)	$	33		$	11		$	36	$	(24	)	$	(7	)	$	17


(a)	Georgia Power includes other regulatory liabilities, current in other current liabilities.


(b)	Georgia Power includes other regulatory liabilities, deferred in other deferred credits and liabilities.


(c)	Fair value gains and losses recorded in regulatory assets and liabilities include cash collateral held on deposit in broker margin accounts of $8 million at December 31, 2016.

For the three months ended September 30, 2017 and 2016, the pre-tax effects of energy-related derivatives, interest rate derivatives, and foreign currency derivatives designated as cash flow hedging instruments were as follows:



Derivatives in Cash Flow Hedging Relationships	Gain (Loss) Recognized in OCI on Derivative (Effective Portion)						Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Derivatives in Cash Flow Hedging Relationships							Statements of Income Location	Amount
	2017			2016				2017			2016
	(in millions)							(in millions)
Southern Company
Energy-related derivatives	$	(6	)	$	—		Depreciation and amortization	$	(6	)	$	1
Interest rate derivatives	(1		)	(6		)	Interest expense, net of amounts capitalized	(5		)	(6		)
Foreign currency derivatives	46			37			Interest expense, net of amounts capitalized	(5		)	(6		)
							Other income (expense), net^(*)	43			7
Total	$	39		$	31			$	27		$	(4	)
Alabama Power
Interest rate derivatives	$	—		$	—		Interest expense, net of amounts capitalized	$	(2	)	$	(2	)
Georgia Power
Interest rate derivatives	$	—		$	—		Interest expense, net of amounts capitalized	$	(1	)	$	(1	)
Mississippi Power
Interest rate derivatives	$	(1	)	$	(1	)	Interest expense, net of amounts capitalized	$	—		$	—
Southern Power
Energy-related derivatives	$	(6	)	$	—		Depreciation and amortization	$	(6	)	$	1
Foreign currency derivatives	46			37			Interest expense, net of amounts capitalized	(5		)	(6		)
							Other income (expense), net^(*)	43			7
Total	$	40		$	37			$	32		$	2
Southern Company Gas
Interest rate derivatives	$	—		$	(5	)	Interest expense, net of amounts capitalized	$	—		$	—


(*)	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 nine months ended September 30, 2017 and 2016, the pre-tax effects of energy-related derivatives, interest rate derivatives, and foreign currency derivatives designated as cash flow hedging instruments were as follows:



Derivatives in Cash Flow Hedging Relationships	Gain (Loss) Recognized in OCI on Derivative (Effective Portion)						Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Derivatives in Cash Flow Hedging Relationships							Statements of Income Location	Amount
	2017			2016				2017			2016
	(in millions)							(in millions)
Southern Company
Energy-related derivatives	$	(26	)	$	(1	)	Depreciation and amortization	$	(12	)	$	1
Interest rate derivatives	(2		)	(189		)	Interest expense, net of amounts capitalized	(15		)	(13		)
Foreign currency derivatives	114			(1		)	Interest expense, net of amounts capitalized	(17		)	(7		)
							Other income (expense), net^(*)	139			(13		)
Total	$	86		$	(191	)		$	95		$	(32	)
Alabama Power
Interest rate derivatives	$	—		$	(3	)	Interest expense, net of amounts capitalized	$	(5	)	$	(5	)
Georgia Power
Interest rate derivatives	$	—		$	—		Interest expense, net of amounts capitalized	$	(3	)	$	(3	)
Gulf Power
Energy-related derivatives	$	(1	)	$	—		Depreciation and amortization	$	—		$	—
Interest rate derivatives	(1		)	(7		)	Interest expense, net of amounts capitalized	—			—
Total	$	(2	)	$	(7	)		$	—		$	—
Mississippi Power
Interest rate derivatives	$	—		$	(1	)	Interest expense, net of amounts capitalized	$	(1	)	$	(1	)
Southern Power
Energy-related derivatives	$	(21	)	$	(1	)	Depreciation and amortization	$	(12	)	$	1
Interest rate derivatives	—			—			Interest expense, net of amounts capitalized	—			(1		)
Foreign currency derivatives	114			(1		)	Interest expense, net of amounts capitalized	(17		)	(7		)
							Other income (expense), net^(*)	139			(13		)
Total	$	93		$	(2	)		$	110		$	(20	)


(*)	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 Southern Company Gas, the pre-tax effect of energy related derivatives and interest rate derivatives designated as cash flow hedging instruments recognized in OCI and those reclassified from accumulated OCI into earnings for the successor nine months ended September 30, 2017, the successor period of July 1, 2016 through September 30, 2016, and the predecessor period of January 1, 2016 through June 30, 2016 were as follows:



	Gain (Loss) Recognized in OCI on Derivative (Effective Portion)				Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Derivatives in Cash Flow Hedging Relationships	Nine Months Ended September 30, 2017			Statements of Income Location	Nine Months Ended September 30, 2017
	(in millions)				(in millions)
Energy-related derivatives	$	(4	)	Cost of natural gas	$	—



	Gain (Loss) Recognized in OCI on Derivative (Effective Portion)							Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
	Successor			Predecessor				Successor		Predecessor
Derivatives in Cash Flow Hedging Relationships	July 1, 2016 through September 30, 2016			January 1, 2016 through June 30, 2016			Statements of Income Location	July 1, 2016 through September 30, 2016		January 1, 2016 through June 30, 2016
	(in millions)			(in millions)				(in millions)		(in millions)
Energy-related derivatives	$	—		$	—		Cost of natural gas	$	—	$	(1	)
Interest rate derivatives	(5		)	(64		)	Interest expense, net of amounts capitalized	—		—
Total	$	(5	)	$	(64	)		$	—	$	(1	)

For the three and nine months ended September 30, 2017 and 2016, the pre-tax effects of energy-related derivatives and interest rate derivatives designated as cash flow hedging instruments were immaterial for the other registrants.

For the three and nine months ended September 30, 2017 and 2016, the pre-tax effects of energy-related derivatives and interest rate derivatives not designated as hedging instruments on the statements of income 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	2017			2016		2017			2016
		(in millions)					(in millions)
Southern Company
Energy Related derivatives:	Natural gas revenues^(*)	$	(17	)	$	—	$	48		$	—
	Cost of natural gas	2			6		(2		)	6
Total derivatives in non-designated hedging relationships		$	(15	)	$	6	$	46		$	6


(*)	Excludes gains (losses) recorded in cost of natural gas associated with weather derivatives of $15 million for the nine months ended September 30, 2017 and immaterial amounts for all other periods presented.



		Gain (Loss)
		Successor			Successor		Successor			Successor		Predecessor
Derivatives in Non-Designated Hedging Relationships	Statements of Income Location	Three Months Ended September 30, 2017			Three Months Ended September 30, 2016		Nine Months Ended September 30, 2017			July 1, 2016 through September 30, 2016		January 1, 2016 through June 30, 2016
		(in millions)			(in millions)		(in millions)			(in millions)
Southern Company Gas
Energy Related derivatives:	Natural gas revenues^(*)	$	(17	)	$	—	$	48		$	—	$	(1	)
	Cost of natural gas	2			6		(2		)	6		(62		)
Total derivatives in non-designated hedging relationships		$	(15	)	$	6	$	46		$	6	$	(63	)


(*)	Excludes gains recorded in cost of natural gas associated with weather derivatives of $15 million for the successor nine months ended September 30, 2017 and immaterial amounts for all other periods presented.

For the three and nine months ended September 30, 2017 and 2016, the pre-tax effects of interest rate derivatives designated as fair value hedging instruments were as follows:



Derivatives in Fair Value Hedging Relationships
		Gain (Loss)
		Three Months Ended September 30,						Nine Months Ended September 30,
Derivative Category	Statements of Income Location	2017			2016			2017			2016
		(in millions)						(in millions)
Southern Company
Interest rate derivatives:	Interest expense, net of amounts capitalized	$	(5	)	$	(9	)	$	(6	)	$	15
Georgia Power
Interest rate derivatives:	Interest expense, net of amounts capitalized	$	—		$	(5	)	$	(1	)	$	10

For the three and nine months ended September 30, 2017 and 2016, the pre-tax effects of interest rate derivatives designated as fair value hedging instruments were offset by changes to the carrying value of long-term debt.

There was no material ineffectiveness recorded in earnings for any registrant for any period presented.

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, 2017, the registrants had no collateral posted with derivative counterparties to satisfy these arrangements.

At September 30, 2017, the fair value of derivative liabilities with contingent features was immaterial for all registrants. 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.

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, 2017, 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, 2017, cash collateral held on deposit in broker margin accounts was $76 million.

Southern Company, the traditional electric operating companies, Southern Power, and Southern Company Gas are exposed to losses related to financial instruments in the event of counterparties' nonperformance. Southern Company, the traditional electric operating companies, Southern Power, and Southern Company Gas 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. Southern Company, the traditional electric operating companies, Southern Power, and Southern Company Gas have also established risk management policies and controls to determine and monitor the creditworthiness of counterparties in order to mitigate Southern Company's, the traditional electric operating companies', Southern Power's, and Southern Company Gas' exposure to counterparty credit risk. 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.

Southern Company, the traditional electric operating companies, Southern Power, and Southern Company Gas do not anticipate a material adverse effect on the financial statements as a result of counterparty nonperformance.