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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(Edgar Glimpses Via Acquire Media NewsEdge) SECOND QUARTER 2014 vs. SECOND QUARTER 2013 AND YEAR-TO-DATE 2014 vs. YEAR-TO-DATE 2013 OVERVIEW Southern Company is a holding company that owns all of the common stock of the traditional operating companies - Alabama Power, Georgia Power, Gulf Power, and Mississippi Power - and Southern Power and other direct and indirect subsidiaries. Discussion of the results of operations is focused on the Southern Company system's primary business of electricity sales by the traditional operating companies and Southern Power. The four traditional operating companies are vertically integrated utilities providing electric service in four Southeastern states. Southern Power constructs, acquires, owns, and manages generation assets, including renewable energy projects, and sells electricity at market-based rates in the wholesale market. Southern Company's other business activities include investments in leveraged lease projects and telecommunications. For additional information on these businesses, see BUSINESS - The Southern Company System - "Traditional Operating Companies," "Southern Power," and "Other Businesses" in Item 1 of the Form 10-K. In addition, subsidiaries of Southern Company are constructing Plant Vogtle Units 3 and 4 (45.7% ownership interest by Georgia Power in two units, each with approximately 1,100 MWs) and the Kemper IGCC (in which Mississippi Power is ultimately expected to hold an 85% ownership interest in the 582-MW facility). See RESULTS OF OPERATIONS - "Estimated Loss on Kemper IGCC," FUTURE EARNINGS POTENTIAL - "Construction Program," and Note (B) to the Condensed Financial Statements under "Retail Regulatory Matters - Georgia Power - Nuclear Construction" and "Integrated Coal Gasification Combined Cycle" herein for additional information. Southern Company continues to focus on several key performance indicators. These indicators include customer satisfaction, plant availability, system reliability, execution of major construction projects, and earnings per share. For additional information on these indicators, see MANAGEMENT'S DISCUSSION AND ANALYSIS - OVERVIEW - "Key Performance Indicators" of Southern Company in Item 7 of the Form 10-K. See Note (B) to the Condensed Financial Statements under "Integrated Coal Gasification Combined Cycle" herein for information regarding the revision to the cost estimate for the Kemper IGCC that has negatively impacted Southern Company's earnings per share, one of its key performance indicators, for 2014, as compared to the target. RESULTS OF OPERATIONS Net Income Second Quarter 2014 vs. Second Quarter 2013 Year-to-Date 2014 vs. Year-to-Date 2013 (change in millions) (% change) (change in millions) (% change) $314 105.7 $584 154.5 Southern Company's second quarter 2014 net income after dividends on preferred and preference stock of subsidiaries was $611 million ($0.68 per share) compared to $297 million ($0.34 per share) for the second quarter 2013. The increase was primarily the result of a $450 million pre-tax charge ($278 million after tax) recorded in the second quarter 2013 with respect to a revision of the estimated costs expected to be incurred on Mississippi Power's construction of the Kemper IGCC. In addition, the increase was related to an increase in revenues due to warmer weather in the second quarter 2014 compared to the corresponding period in 2013 as well as retail base rate increases, partially offset by increases in non-fuel operations and maintenance expenses. Southern Company's year-to-date 2014 net income after dividends on preferred and preference stock of subsidiaries was $962 million ($1.08 per share) compared to $378 million ($0.43 per share) for the corresponding period in 2013. The increase was primarily the result of a $380 million pre-tax charge ($235 million after tax) recorded in the first quarter 2014 compared to $990 million in pre-tax charges ($611 million after tax) in the first half of 2013 for 14-------------------------------------------------------------------------------- Table of Contents SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS revisions of estimated costs expected to be incurred on Mississippi Power's construction of the Kemper IGCC. The increase was also related to an increase in revenues due to colder weather in the first quarter 2014 and warmer weather in the second quarter 2014 compared to the corresponding periods in 2013 as well as retail base rate increases, partially offset by increases in non-fuel operations and maintenance expenses. Retail Revenues Second Quarter 2014 vs. Second Quarter 2013 Year-to-Date 2014 vs. Year-to-Date 2013 (change in millions) (% change) (change in millions) (% change) $150 4.1 $710 10.3 In the second quarter 2014, retail revenues were $3.8 billion compared to $3.6 billion for the corresponding period in 2013. For year-to-date 2014, retail revenues were $7.6 billion compared to $6.9 billion for the corresponding period in 2013. Details of the changes in retail revenues were as follows: Second Quarter 2014 Year-to-Date 2014 (in millions) (% change) (in millions) (% change) Retail - prior year $ 3,620 $ 6,918 Estimated change resulting from - Rates and pricing 68 1.9 152 2.2 Sales growth 7 0.2 21 0.3 Weather 34 0.9 151 2.2 Fuel and other cost recovery 41 1.1 386 5.6 Retail - current year $ 3,770 4.1 % $ 7,628 10.3 % Revenues associated with changes in rates and pricing increased in the second quarter 2014 when compared to the corresponding period in 2013 primarily due to retail rate increases at Alabama Power, Georgia Power, and Gulf Power effective January 1, 2014. The increase in revenues at Georgia Power was primarily due to base tariff increases, as approved by the Georgia PSC in the 2013 ARP, and increases in collections for financing costs related to the construction of Plant Vogtle Units 3 and 4 through the NCCR tariff. Also contributing to the increase were increased revenues at Alabama Power associated with Rate CNP Environmental primarily resulting from the inclusion of pre-2005 environmental assets and increased revenues at Gulf Power primarily resulting from the retail base rate increase, as approved by the Florida PSC. Revenues associated with changes in rates and pricing increased year-to-date 2014 when compared to the corresponding period in 2013 primarily due to retail rate increases at all of the traditional operating companies. The increase in revenues at Georgia Power was primarily due to base tariff increases effective January 1, 2014, as approved by the Georgia PSC in the 2013 ARP, and increases in collections for financing costs related to the construction of Plant Vogtle Units 3 and 4 through the NCCR tariff as well as higher contributions from market-driven rates from commercial and industrial customers. Also contributing to the increase were increased revenues at Alabama Power associated with Rate CNP Environmental primarily resulting from the inclusion of pre-2005 environmental assets, increased revenues at Mississippi Power related to a PEP base rate increase and the recognition as revenue of a portion of the rate increase related to Kemper IGCC cost recovery, which both became effective March 19, 2013, and increased revenues at Gulf Power primarily resulting from the retail base rate increase effective January 2014, as approved by the Florida PSC. See Note 3 to the financial statements of Southern Company under "Retail Regulatory Matters - Georgia Power - Rate Plans," "Retail Regulatory Matters - Alabama Power - Rate CNP," and "Retail Regulatory Matters - Gulf Power - Retail Base Rate Case" in Item 8 of the Form 10-K for additional information. Also see Note (B) to the 15-------------------------------------------------------------------------------- Table of Contents SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Condensed Financial Statements under "Retail Regulatory Matters - Mississippi Power - Performance Evaluation Plan" and "Integrated Coal Gasification Combined Cycle" herein for additional information. Revenues attributable to changes in sales increased in the second quarter 2014 when compared to the corresponding period in 2013. The increase was due to a 3.0% increase in industrial KWH sales, partially offset by a 0.6% decrease in weather-adjusted residential KWH sales while weather-adjusted commercial KWH sales remained flat. The increase in industrial KWH sales for the second quarter 2014 was primarily due to increased sales in the chemicals, paper, primary metals, transportation, and stone, clay, and glass sectors. The decrease in weather-adjusted residential KWH sales for the second quarter 2014 was primarily due to decreased customer usage, partially offset by customer growth. Revenues attributable to changes in sales increased for year-to-date 2014 when compared to the corresponding period in 2013. The increase was due to a 2.9% increase in industrial KWH sales and a 0.3% increase in weather-adjusted residential KWH sales, partially offset by a 0.1% decrease in weather-adjusted commercial KWH sales. The increase in industrial KWH sales for year-to-date 2014 was primarily due to increased sales in the primary metals, chemicals, paper, transportation, and stone, clay, and glass sectors. The increase in weather-adjusted residential KWH sales for year-to-date 2014 was primarily due to customer growth, partially offset by decreased customer usage. The decrease in weather-adjusted commercial KWH sales for year-to-date 2014 was primarily due to decreased customer usage, partially offset by customer growth. Fuel and other cost recovery revenues increased $41 million in the second quarter 2014 when compared to the corresponding period in 2013 primarily due to increased energy sales. Fuel and other cost recovery revenues increased $386 million for year-to-date 2014 when compared to the corresponding period in 2013 primarily due to higher fuel costs and increased energy sales. Electric rates for the traditional operating companies include provisions to adjust billings for fluctuations in fuel costs, including the energy component of purchased power costs. Under these provisions, fuel revenues generally equal fuel expenses, including the energy component of purchased power costs, and do not affect net income. The traditional operating companies may also have one or more regulatory mechanisms to recover other costs such as environmental, storm damage, new plants, and PPAs. Wholesale Revenues Second Quarter 2014 vs. Second Quarter 2013 Year-to-Date 2014 vs. Year-to-Date 2013 (change in millions) (% change) (change in millions) (% change) $61 13.4 $233 26.3 Wholesale revenues consist of PPAs primarily with investor-owned utilities and electric cooperatives and short-term opportunity sales. Wholesale revenues from PPAs have both capacity and energy components. Capacity revenues reflect the recovery of fixed costs and a return on investment. Energy revenues will vary depending on fuel prices, the market prices of wholesale energy compared to the Southern Company system's generation, demand for energy within the Southern Company system's service territory, and the availability of the Southern Company system's generation. Increases and decreases in energy revenues that are driven by fuel prices are accompanied by an increase or decrease in fuel costs and do not have a significant impact on net income. Short-term opportunity sales are made at market-based rates that generally provide a margin above the Southern Company system's variable cost to produce the energy. In the second quarter 2014, wholesale revenues were $515 million compared to $454 million for the corresponding period in 2013 primarily related to a $66 million increase in energy revenues. The increase in energy revenues was primarily related to new solar PPAs and requirements contracts, increased revenue under existing contracts, and an increase in KWH sales resulting from utilization of the Southern Company system's lower cost generation. For year-to-date 2014, wholesale revenues were $1.12 billion compared to $886 million for the corresponding period in 2013, reflecting a $221 million increase in energy revenues and a $12 million increase in capacity 16-------------------------------------------------------------------------------- Table of Contents SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS revenues. The increase in energy revenues was primarily related to increased demand resulting from colder weather in the first quarter 2014 compared to the corresponding period in 2013 and an increase in the average cost of natural gas. Also contributing to the increase in energy revenues were increased revenue under existing contracts as well as new solar PPAs and requirements contracts. The increase in capacity revenues was primarily due to wholesale base rate increases at Mississippi Power. Other Electric Revenues Second Quarter 2014 vs. Second Quarter 2013 Year-to-Date 2014 vs. Year-to-Date 2013 (change in millions) (% change) (change in millions) (% change) $13 8.3 $23 7.4 In the second quarter 2014, other electric revenues were $169 million compared to $156 million for the corresponding period in 2013. For year-to-date 2014, other electric revenues were $334 million compared to $311 million for the corresponding period in 2013. The increases were primarily due to increases in transmission revenues at Alabama Power and Georgia Power related to the open access transmission tariff and solar application fee revenue at Georgia Power. Fuel and Purchased Power Expenses Second Quarter 2014 Year-to-Date 2014 vs. vs. Second Quarter 2013 Year-to-Date 2013 (change in millions) (% change) (change in millions) (% change) Fuel $ 88 6.4 $ 473 17.9 Purchased power 6 4.7 98 44.1 Total fuel and purchased power expenses $ 94 $ 571 In the second quarter 2014, total fuel and purchased power expenses were $1.6 billion compared to $1.5 billion for the corresponding period in 2013. The increase was primarily the result of a $104 million increase in the volume of KWHs generated primarily due to increased demand resulting from warmer weather in the second quarter 2014 compared to the corresponding period in 2013 and a $49 million increase in the average cost of purchased power, partially offset by a $40 million decrease in the volume of KWHs purchased as the marginal cost of the Southern Company system's generation available was lower than the market cost of available energy and a $19 million decrease in the average cost of fuel. For year-to-date 2014, total fuel and purchased power expenses were $3.4 billion compared to $2.9 billion for the corresponding period in 2013. The increase was primarily the result of a $313 million increase in the average cost of fuel and purchased power primarily due to higher natural gas prices and a $312 million increase in the volume of KWHs generated primarily due to increased demand resulting from colder weather in the first quarter 2014 and warmer weather in the second quarter 2014 compared to the corresponding periods in 2013. These increases were partially offset by a $54 million decrease in the volume of KWHs purchased as the marginal cost of the Southern Company system's generation available was lower than the market cost of available energy. Fuel and purchased power energy transactions at the traditional operating companies are generally offset by fuel revenues and do not have a significant impact on net income. See FUTURE EARNINGS POTENTIAL - "PSC Matters - Retail Fuel Cost Recovery" herein for additional information. Fuel expenses incurred under Southern Power's PPAs are generally the responsibility of the counterparties and do not significantly impact net income. 17-------------------------------------------------------------------------------- Table of Contents SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Details of the Southern Company system's generation and purchased power were as follows: Second Second Quarter Quarter 2014 2013 Year-to-Date 2014 Year-to-Date 2013 Total generation (billions of KWHs) 47 44 94 86 Total purchased power (billions of 2 3 5 6 KWHs) Sources of generation (percent) - Coal 44 41 45 37 Nuclear 17 17 16 17 Gas 36 37 35 41 Hydro 3 5 4 5 Cost of fuel, generated (cents per net KWH) - Coal 3.79 4.06 4.00 4.10 Nuclear 0.89 0.88 0.89 0.86 Gas 3.82 3.56 4.00 3.32 Average cost of fuel, generated (cents 3.28 3.30 3.46 3.19 per net KWH) Average cost of purchased power (cents 7.41 5.32 8.20 4.98 per net KWH)(a) (a) Average cost of purchased power includes fuel purchased by the Southern Company system for tolling agreements where power is generated by the provider. Fuel In the second quarter 2014, fuel expense was $1.5 billion compared to $1.4 billion for the corresponding period in 2013. The increase was primarily due to a 14.0% increase in the volume of KWHs generated by coal and a 25.2% decrease in the volume of KWHs generated by hydro facilities resulting from less rainfall. For year-to-date 2014, fuel expense was $3.1 billion compared to $2.6 billion for the corresponding period in 2013. The increase was primarily due to a 31.4% increase in the volume of KWHs generated by coal, a 20.5% increase in the average cost of natural gas per KWH generated, and an 18.4% decrease in the volume of KWHs generated by hydro facilities resulting from less rainfall, partially offset by an 11.4% decrease in the volume of KWHs generated by natural gas. Purchased Power In the second quarter 2014, purchased power expense was $133 million compared to $127 million for the corresponding period in 2013. The increase was primarily due to a 39.3% increase in the average cost per KWH purchased, partially offset by a 23.9% decrease in the volume of KWHs purchased as the marginal cost of the Southern Company system's generation available was lower than the market cost of available energy primarily due to higher natural gas prices. For year-to-date 2014, purchased power expense was $320 million compared to $222 million for the corresponding period in 2013. The increase was primarily due to a 64.7% increase in the average cost per KWH purchased, partially offset by a 17.5% decrease in the volume of KWHs purchased as the marginal cost of the Southern Company system's generation available was lower than the market cost of available energy primarily due to higher natural gas prices. Energy purchases will vary depending on demand for energy within the Southern Company system's service territory, the market prices of wholesale energy as compared to the cost of the Southern Company system's generation, and the availability of the Southern Company system's generation. 18-------------------------------------------------------------------------------- Table of Contents SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Other Operations and Maintenance Expenses Second Quarter 2014 vs. Second Quarter 2013 Year-to-Date 2014 vs. Year-to-Date 2013 (change in millions) (% change) (change in millions) (% change) $72 7.6 $84 4.4 In the second quarter 2014, other operations and maintenance expenses were $1.02 billion compared to $947 million for the corresponding period in 2013. The increase was primarily due to a $30 million increase in scheduled outage and maintenance costs at generation facilities, a $19 million increase in transmission and distribution costs primarily related to overhead line maintenance, a $14 million net increase in employee compensation and benefits including pension, a $9 million increase in commodity and contract labor costs, and a $7 million increase in customer accounts, service, and sales costs primarily related to customer incentive and demand-side management programs. The increase in scheduled outage and maintenance costs was partially offset by a $16 million deferral of certain non-nuclear outage expenditures under an accounting order at Alabama Power. For year-to-date 2014, other operations and maintenance expenses were $2.0 billion compared to $1.9 billion for the corresponding period in 2013. The increase was primarily due to a $57 million increase in scheduled outage and maintenance costs at generation facilities, a $23 million increase in transmission and distribution costs primarily related to overhead line maintenance, a $23 million increase in commodity and contract labor costs, and a $10 million increase in litigation expense. The increase in scheduled outage and maintenance costs was partially offset by a $41 million deferral of certain non-nuclear outage expenditures under an accounting order at Alabama Power. See Note 3 to the financial statements of Southern Company under "Retail Regulatory Matters - Alabama Power - Non-Nuclear Outage Accounting Order" in Item 8 of the Form 10-K for additional information related to non-nuclear outage expenditures. Also see Note (F) to the Condensed Financial Statements herein for additional information related to pension costs. Depreciation and Amortization Second Quarter 2014 vs. Second Quarter 2013 Year-to-Date 2014 vs. Year-to-Date 2013 (change in millions) (% change) (change in millions) (% change) $28 5.9 $59 6.3 In the second quarter 2014, depreciation and amortization was $504 million compared to $476 million for the corresponding period in 2013. For year-to-date 2014, depreciation and amortization was $1.0 billion compared to $942 million for the corresponding period in 2013. The increases were primarily due to an increase in depreciation rates related to environmental assets at Alabama Power, an increase in plant in service at Southern Power related to the additions of Plants Campo Verde and Spectrum in the second half of 2013 as well as equipment retirements resulting from accelerated outage work in 2014, and the completion of amortization related to state income tax credits in December 2013 at Georgia Power. These increases were partially offset by a decrease in depreciation and amortization at Georgia Power, as authorized in the 2013 ARP. The increase for year-to-date 2014 was also partially offset by reductions in depreciation at Gulf Power, as approved by the Florida PSC. See MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - "PSC Matters - Alabama Power - Rate CNP" of Southern Company in Item 7 of the Form 10-K for additional information regarding Alabama Power's revision to Rate CNP Environmental. 19-------------------------------------------------------------------------------- Table of Contents SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Taxes Other Than Income Taxes Second Quarter 2014 vs. Second Quarter 2013 Year-to-Date 2014 vs. Year-to-Date 2013 (change in millions) (% change) (change in millions) (% change) $14 6.0 $26 5.6 In the second quarter 2014, taxes other than income taxes were $246 million compared to $232 million for the corresponding period in 2013. For year-to-date 2014, taxes other than income taxes were $493 million compared to $467 million for the corresponding period in 2013. The increases were primarily the result of an increase in municipal franchise fees related to higher retail revenues in 2014. Estimated Loss on Kemper IGCC Second Quarter 2014 vs. Second Quarter 2013 Year-to-Date 2014 vs. Year-to-Date 2013 (change in millions) (% change) (change in millions) (% change) $(450) (100.0) $(610) (61.6) In the second quarter 2013, an estimated probable loss on the Kemper IGCC of $450 million was recorded at Southern Company. For year-to-date 2014 and 2013, estimated probable losses on the Kemper IGCC of $380 million and $990 million, respectively, were recorded at Southern Company. These losses reflect revisions of estimated costs expected to be incurred on Mississippi Power's construction of the Kemper IGCC in excess of the $2.88 billion cost cap established by the Mississippi PSC, net of $245 million of grants awarded to the project by the DOE under the Clean Coal Power Initiative Round 2 (DOE Grants) and excluding the cost of the lignite mine and equipment, the cost of the CO2 pipeline facilities, AFUDC, and certain general exceptions, including change of law, force majeure, and beneficial capital (which exists when Mississippi Power demonstrates that the purpose and effect of the construction cost increase is to produce efficiencies that will result in a neutral or favorable effect on customers relative to the original proposal for the CPCN) (Cost Cap Exceptions). See FUTURE EARNINGS POTENTIAL - "Construction Program" and Note (B) to the Condensed Financial Statements under "Integrated Coal Gasification Combined Cycle" herein for additional information. Allowance for Equity Funds Used During Construction Second Quarter 2014 vs. Second Quarter 2013 Year-to-Date 2014 vs. Year-to-Date 2013 (change in millions) (% change) (change in millions) (% change) $17 37.8 $33 38.4 In the second quarter 2014, AFUDC equity was $62 million compared to $45 million for the corresponding period in 2013. For year-to-date 2014, AFUDC equity was $119 million compared to $86 million for the corresponding period in 2013. The increases were primarily due to an increase in CWIP related to Mississippi Power's Kemper IGCC. See Note (B) to the Condensed Financial Statements under "Integrated Coal Gasification Combined Cycle" herein for additional information regarding the Kemper IGCC. Interest Expense, Net of Amounts Capitalized Second Quarter 2014 vs. Second Quarter 2013 Year-to-Date 2014 vs. Year-to-Date 2013 (change in millions) (% change) (change in millions) (% change) $(5) (2.3) $(10) (2.3) In the second quarter 2014, interest expense, net of amounts capitalized was $210 million compared to $215 million in the corresponding period in 2013. For year-to-date 2014, interest expense, net of amounts capitalized was $416 million compared to $426 million in the corresponding period in 2013. The decreases were primarily related to the refinancing of long-term debt at lower rates and capitalized interest at Mississippi Power, partially offset by an 20-------------------------------------------------------------------------------- Table of Contents SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS increase in outstanding long-term debt and an increase in interest expense at Mississippi Power resulting from the SMEPA deposit received in January 2014 related to its pending purchase of an undivided interest in the Kemper IGCC. See Note (E) to the Condensed Financial Statements herein for additional information. Other Income (Expense), Net Second Quarter 2014 vs. Second Quarter 2013 Year-to-Date 2014 vs. Year-to-Date 2013 (change in millions) (% change) (change in millions) (% change) $(7) N/M $13 50.0 N/M - Not meaningful In the second quarter 2014, other income (expense), net was $(6) million compared to $1 million for the corresponding period in 2013. The change was primarily due to a decrease in sales of non-utility property at Alabama Power. For year-to-date 2014, other income (expense), net was $(13) million compared to $(26) million for the corresponding period in 2013. The decrease in expense was primarily due to a $26 million charge related to the restructuring of a leveraged lease investment in the first quarter 2013, partially offset by a decrease in sales of non-utility property at Alabama Power. Income Taxes Second Quarter 2014 vs. Second Quarter 2013 Year-to-Date 2014 vs. Year-to-Date 2013 (change in millions) (% change) (change in millions) (% change) $163 103.2 $308 163.0 In the second quarter 2014, income taxes were $321 million compared to $158 million for the corresponding period in 2013. The increase was primarily due to a tax benefit related to the estimated probable loss recorded in 2013 on Mississippi Power's construction of the Kemper IGCC. For year-to-date 2014, income taxes were $497 million compared to $189 million for the corresponding period in 2013. The increase was primarily due to higher pre-tax earnings and a lower tax benefit related to the estimated probable losses recorded on Mississippi Power's construction of the Kemper IGCC. FUTURE EARNINGS POTENTIAL The results of operations discussed above are not necessarily indicative of Southern Company's future earnings potential. The level of Southern Company's future earnings depends on numerous factors that affect the opportunities, challenges, and risks of the Southern Company system's primary business of selling electricity. These factors include the traditional operating companies' ability to maintain a constructive regulatory environment that continues to allow for the timely recovery of prudently-incurred costs during a time of increasing costs and the completion and subsequent operation of the Kemper IGCC and Plant Vogtle Units 3 and 4 as well as other ongoing construction projects. Another major factor is the profitability of the competitive wholesale business. Future earnings for the electricity business in the near term will depend, in part, upon maintaining and growing sales which is subject to a number of factors. These factors include weather, competition, new energy contracts with other utilities and other wholesale customers, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth or decline in the service territory. In addition, the level of future earnings for the wholesale business also depends on numerous factors including creditworthiness of customers, total generating capacity available and related costs, future acquisitions and construction of generating facilities, and the successful remarketing of capacity as current contracts expire. Changes in regional and global economic conditions may impact sales for the traditional operating companies and Southern Power as the pace of the economic recovery remains uncertain. The timing and extent of the economic recovery will impact growth and may impact future earnings. For additional information relating to these issues, see RISK FACTORS in Item 1A and 21-------------------------------------------------------------------------------- Table of Contents SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL of Southern Company in Item 7 of the Form 10-K. Environmental Matters Compliance costs related to federal and state environmental statutes and regulations could affect earnings if such costs cannot continue to be fully recovered in rates on a timely basis. Environmental compliance spending over the next several years may differ materially from the amounts estimated. The timing, specific requirements, and estimated costs could change as environmental statutes and regulations are adopted or modified. Further, higher costs that are recovered through regulated rates could contribute to reduced demand for electricity, which could negatively affect results of operations, cash flows, and financial condition. See MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - "Environmental Matters" of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under "Environmental Matters" in Item 8 of the Form 10-K for additional information. Environmental Statutes and Regulations See MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - "Environmental Matters - Environmental Statutes and Regulations" and - "PSC Matters - Alabama Power - Environmental Accounting Order" of Southern Company in Item 7 of the Form 10-K and "PSC Matters - Alabama Power - Environmental Accounting Order" herein for additional information regarding Alabama Power's plan for compliance with environmental statutes and regulations. Air Quality See MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - "Environmental Matters - Environmental Statutes and Regulations - Air Quality" of Southern Company in Item 7 of the Form 10-K for additional information regarding the Cross State Air Pollution Rule (CSAPR) and the EPA's proposed rules regarding the regulation of excess emissions during periods of startup, shutdown, or malfunction (SSM). On April 29, 2014, the U.S. Supreme Court overturned the U.S. Court of Appeals for the District of Columbia Circuit's August 2012 decision to vacate CSAPR and remanded the case back to the U.S. Court of Appeals for the District of Columbia Circuit for further proceedings. On June 26, 2014, the EPA requested that the U.S. Court of Appeals for the District of Columbia Circuit lift the stay on CSAPR and approve a revised schedule with compliance to begin on January 1, 2015. On June 10, 2014, the EPA entered into a revised settlement agreement requiring it to issue a supplemental proposed SSM rule by September 5, 2014 and finalize the proposed rule by May 22, 2015. The ultimate outcome of these matters cannot be determined at this time. Water Quality On April 21, 2014, the EPA and the U.S. Army Corps of Engineers jointly published a proposed rule to revise the regulatory definition of waters of the U.S. for all Clean Water Act (CWA) programs, significantly expanding the scope of federal jurisdiction under the CWA. If finalized as proposed, this rule could significantly increase permitting and regulatory requirements and costs associated with the siting of new facilities and the installation, expansion, and maintenance of transmission and distribution lines. In addition, the rule as proposed could have significant impacts on economic development projects which could affect customer demand growth. The ultimate impact of the proposed rule will depend on the specific requirements of the final rule and the outcome of any legal challenges and cannot be determined at this time. See MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - "Environmental Matters - Environmental Statutes and Regulations - Water Quality" of Southern Company in Item 7 of the Form 10-K for additional information regarding the EPA's rulemaking for cooling water intake structures. 22-------------------------------------------------------------------------------- Table of Contents SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS On May 19, 2014, the EPA signed a final rule establishing standards for reducing effects on fish and other aquatic life caused by new and existing cooling water intake structures at existing power plants and manufacturing facilities. The ultimate outcome of this final rule will depend on the results of additional studies and implementation of the rule by state regulators, but could result in additional capital and operational costs associated with changes to existing intake structures and cooling systems and increased costs associated with the construction of new generating units. The ultimate impact of this rule will depend on the outcome of any legal challenges and cannot be determined at this time. Global Climate Issues See MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - "Environmental Matters - Global Climate Issues" of Southern Company in Item 7 of the Form 10-K for additional information regarding the EPA's current and proposed regulation of GHG emissions under the Clean Air Act. On June 18, 2014, the EPA published the proposed Clean Power Plan, setting forth guidelines for states to develop plans to address CO2 emissions from existing fossil fuel-fired electric generating units. The EPA's proposed guidelines establish state-specific interim and final CO2 emission rate goals to be achieved between 2020 and 2029 and in 2030 and thereafter. The EPA also published the proposed CO2 performance standards for modified and reconstructed fossil fuel-fired electric generating units. If finalized as proposed, the proposed guidelines and standards could result in operational restrictions and material compliance costs, including capital expenditures, that could impact unit retirement and replacement decisions. Also, additional compliance costs could affect results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates or through market-based contracts. Further, any resulting higher costs that are recovered through regulated rates could contribute to reduced demand for electricity, which could negatively impact results of operations, cash flows, and financial condition. The ultimate impact of these proposals will depend on the specific requirements of the final guidelines and performance standards, implementation by states, and the outcome of any legal challenges and cannot be determined at this time. On June 23, 2014, the U.S. Supreme Court struck down a portion of the EPA's program for GHG permitting under the Prevention of Significant Deterioration and Title V operating permit programs, holding that a facility's GHG emissions alone could not trigger a requirement to obtain a permit and that the EPA did not have the authority to tailor the statutory permitting thresholds. The ultimate impact of this decision cannot be determined at this time. PSC Matters Retail Fuel Cost Recovery The traditional operating companies each have established fuel cost recovery rates approved by their respective state PSCs. Fuel cost recovery revenues are adjusted for differences in actual recoverable fuel costs and amounts billed in current regulated rates. Accordingly, changes in the billing factor will not have a significant effect on Southern Company's revenues or net income, but will affect cash flow. The traditional operating companies continuously monitor their under or over recovered fuel cost balances. At June 30, 2014, Georgia Power, Gulf Power, and Mississippi Power had total under recovered fuel costs included on Southern Company's Condensed Balance Sheet herein of approximately $302 million. At December 31, 2013, Gulf Power had under recovered fuel costs included on Southern Company's Condensed Balance Sheet herein of approximately $21 million. The total over recovered fuel balance at Alabama Power included on Southern Company's Condensed Balance Sheet herein was approximately $19 million at June 30, 2014 compared to the total over recovered fuel balance at Alabama Power, Georgia Power, and Mississippi Power at December 31, 2013 of approximately $115 million. See Note 3 to the financial statements of Southern Company under "Retail Regulatory Matters - Alabama Power - Retail Energy Cost Recovery" and "Retail Regulatory Matters - Georgia Power - Fuel Cost Recovery" in Item 8 of the Form 10-K for additional information. Georgia Power's under recovered fuel balance exceeded the $200 million threshold, triggering the Interim Fuel Rider mechanism. Therefore, on July 7, 2014, Georgia Power filed a plan with the Georgia PSC recommending that 23-------------------------------------------------------------------------------- Table of Contents SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS the Georgia PSC defer any action on the under recovered fuel balance until the next fuel case which is expected to be filed by February 27, 2015. The Georgia PSC took no action on Georgia Power's filing within 30 days; therefore, the existing fuel rates remain in place. See Note (B) to the Condensed Financial Statements under "Retail Regulatory Matters - Georgia Power - Fuel Cost Recovery" herein for additional information. Alabama Power Environmental Accounting Order See MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - "Environmental Matters - Environmental Statutes and Regulations" and - "PSC Matters - Alabama Power - Environmental Accounting Order" of Southern Company in Item 7 of the Form 10-K for additional information regarding Alabama Power's plan for compliance with environmental statutes and regulations. As part of its environmental compliance strategy, Alabama Power plans to retire Plant Gorgas Units 6 and 7. These units represent 200 MWs of Alabama Power's approximately 12,200 MWs of generating capacity. Alabama Power also plans to cease using coal at Plant Barry Units 1 and 2 (250 MWs), but such units will remain available on a limited basis with natural gas as the fuel source. Additionally, Alabama Power expects to cease using coal at Plant Barry Unit 3 (225 MWs) and Plant Greene County Units 1 and 2 (300 MWs) and begin operating those units solely on natural gas. These plans are expected to be effective no later than April 2016. In accordance with an accounting order from the Alabama PSC, Alabama Power will transfer the unrecovered plant asset balances to a regulatory asset at their respective retirement dates. The regulatory asset will be amortized over the remaining useful lives, as established prior to the decision for retirement. As a result, these decisions will not have a significant impact on Southern Company's financial statements. Nuclear Waste Fund Accounting Order See MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - "Other Matters" of Southern Company in Item 7 of the Form 10-K and "Other Matters" herein for additional information regarding the court order for the DOE to set the spent fuel depositary fees at zero. On August 5, 2014, the Alabama PSC issued an order to provide for the continued recovery from customers of amounts associated with the permanent disposal of nuclear waste from the operation of Plant Farley. In accordance with the order, effective May 16, 2014, Alabama Power is authorized to recover from customers an amount equal to the prior fee and to record the amounts in a regulatory liability account (approximately $14 million annually). Upon the DOE meeting the requirements of the Nuclear Waste Policy Act of 1982 and a new spent fuel depositary fee being put in place, the accumulated balance in the regulatory liability account will be available for purposes of the associated cost responsibility. In the event the balance is later determined to be more than needed, those amounts would be used for the benefit of customers subject to the approval of the Alabama PSC. The ultimate outcome of this matter cannot be determined at this time. Georgia Power Renewables Development See MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - "PSC Matters - Georgia Power - Renewables Development" of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under "Retail Regulatory Matters - Georgia Power - Renewables Development" in Item 8 of the Form 10-K for additional information. On May 20, 2014, the Georgia PSC approved Georgia Power's application for the certification of two PPAs executed in April 2013 for the purchase of energy from two wind farms in Oklahoma with capacity totaling 250 MWs that will begin in 2016 and end in 2035. As a result of biomass PPA amendments executed by Georgia Power during the second and third quarters of 2014, contractual obligations related to PPAs decreased $491 million from December 31, 2013. Estimated purchased 24-------------------------------------------------------------------------------- Table of Contents SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS power contractual obligations have been updated for Southern Company to $689 million for 2015 and 2016, $748 million for 2017 and 2018, and $3.8 billion after 2018. Estimated purchased power contractual obligations did not change for 2014. The counterparties of the aforementioned PPAs have posted collateral as required. See MANAGEMENT'S DISCUSSION AND ANALYSIS - FINANCIAL CONDITION AND LIQUIDITY - "Capital Requirements and Contractual Obligations - Contractual Obligations" of Southern Company in Item 7 of the Form 10-K for additional information. Integrated Resource Plan See MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - "PSC Matters - Georgia Power - Integrated Resource Plans" of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under "Retail Regulatory Matters - Georgia Power - Integrated Resource Plans" in Item 8 of the Form 10-K for additional information. Georgia Power filed a request with the Georgia PSC on January 10, 2014 to cancel the proposed biomass fuel conversion of Plant Mitchell Unit 3 (155 MWs) because it would not be cost effective for customers. On July 1, 2014, the Georgia PSC approved Georgia Power's request. The January 10, 2014 filing also notified the Georgia PSC of Georgia Power's plan to seek decertification later this year. Georgia Power now expects to request decertification of Plant Mitchell Unit 3 in connection with the triennial Integrated Resource Plan in 2016. Georgia Power plans to continue to operate the unit as needed until the Mercury and Air Toxics Standards rule becomes effective in April 2015. Storm Damage Recovery See MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - "PSC Matters - Georgia Power - Storm Damage Recovery" of Southern Company in Item 7 of the Form 10-K for additional information. Georgia Power defers and recovers certain costs related to damages from major storms as mandated by the Georgia PSC. As of June 30, 2014 and December 31, 2013, the balance in the regulatory asset related to storm damage was $107 million and $37 million, respectively. The increase was primarily the result of an ice storm in February 2014. As a result of the regulatory treatment, costs related to storms are generally not expected to have a material impact on Southern Company's financial statements. Income Tax Matters Bonus Depreciation In January 2013, the American Taxpayer Relief Act of 2012 (ATRA) was signed into law. The ATRA retroactively extended several tax credits through 2013 and extended 50% bonus depreciation for property placed in service in 2013 (and for certain long-term production-period projects to be placed in service in 2014), which is currently expected to apply primarily to the combined cycle and associated common facilities portion of the Kemper IGCC. The estimated cash flow benefit of approximately $120 million is dependent upon placing the assets in service in 2014. As discussed in Note (B) to the Condensed Financial Statements under "Integrated Coal Gasification Combined Cycle" herein, the remainder of the Kemper IGCC, including the gasification system, would not qualify for bonus depreciation under the ATRA if placed in service after 2014. Construction Program The subsidiary companies of Southern Company are engaged in continuous construction programs to accommodate existing and estimated future loads on their respective systems. The Southern Company system intends to continue its strategy of developing and constructing new generating facilities, as well as adding or changing fuel sources for certain existing units, adding environmental control equipment, and expanding the transmission and distribution systems. For the traditional operating companies, major generation construction projects are subject to state PSC 25-------------------------------------------------------------------------------- Table of Contents SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS approvals in order to be included in retail rates. While Southern Power generally constructs and acquires generation assets covered by long-term PPAs, any uncontracted capacity could negatively affect future earnings. The two largest construction projects currently underway in the Southern Company system are Plant Vogtle Units 3 and 4 (45.7% ownership interest by Georgia Power in two units, each with approximately 1,100 MWs) and the 582-MW Kemper IGCC (in which Mississippi Power is ultimately expected to hold an 85% ownership interest). See FINANCIAL CONDITION AND LIQUIDITY - "Capital Requirements and Contractual Obligations" herein for the cost estimate of the Southern Company system's construction program, which includes the current construction cost estimate to complete the Kemper IGCC. Also see Note 3 to the financial statements of Southern Company under "Retail Regulatory Matters - Georgia Power - Nuclear Construction" and "Integrated Coal Gasification Combined Cycle" in Item 8 of the Form 10-K and Note (B) to the Condensed Financial Statements under "Retail Regulatory Matters - Georgia Power - Nuclear Construction" and "Integrated Coal Gasification Combined Cycle" herein for additional information. From 2013 through June 30, 2014, Southern Company has recorded pre-tax charges totaling $1.56 billion ($963.3 million after tax) for revisions of estimated costs expected to be incurred on Mississippi Power's construction of the Kemper IGCC above the $2.88 billion cost cap established by the Mississippi PSC, net of the DOE Grants and excluding the Cost Cap Exceptions. In subsequent periods, any further changes in the estimated costs to complete construction of the Kemper IGCC subject to the $2.88 billion cost cap, net of the DOE Grants and excluding the Cost Cap Exceptions, will be reflected in Southern Company's statements of income and these changes could be material. Other Matters Southern Company and its subsidiaries are involved in various other matters being litigated and regulatory matters that could affect future earnings. In addition, Southern Company and its subsidiaries are subject to certain claims and legal actions arising in the ordinary course of business. The business activities of Southern Company's subsidiaries are subject to extensive governmental regulation related to public health and the environment, such as regulation of air emissions and water discharges. Litigation over environmental issues and claims of various types, including property damage, personal injury, common law nuisance, and citizen enforcement of environmental requirements, such as air quality and water standards, has increased generally throughout the U.S. In particular, personal injury, property damage, and other claims for damages alleged to have been caused by CO2 and other emissions, coal combustion residuals, and alleged exposure to hazardous materials, and/or requests for injunctive relief in connection with such matters, have become more frequent. The ultimate outcome of such pending or potential litigation against Southern Company and its subsidiaries cannot be predicted at this time; however, for current proceedings not specifically reported in Note (B) to the Condensed Financial Statements herein or in Note 3 to the financial statements of Southern Company in Item 8 of the Form 10-K, management does not anticipate that the ultimate liabilities, if any, arising from such current proceedings would have a material effect on Southern Company's financial statements. See the Notes to the Condensed Financial Statements herein for a discussion of various other contingencies, regulatory matters, and other matters being litigated which may affect future earnings potential. See MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - "Other Matters" of Southern Company in Item 7 of the Form 10-K for additional information regarding the NRC's performance of additional operational and safety reviews of nuclear facilities in the U.S. following the major earthquake and tsunami that struck Japan in 2011. Additionally, there are certain risks associated with the licensing, construction, and operation of nuclear generating units, including potential impacts that could result from a major incident at a nuclear facility anywhere in the world. The ultimate outcome of these events cannot be determined at this time. See MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - "Other Matters" of Southern Company in Item 7 of the Form 10-K for additional information regarding the court order for the DOE to set the spent fuel depositary fees at zero. On March 18, 2014, the U.S. Court of Appeals for the District of 26-------------------------------------------------------------------------------- Table of Contents SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Columbia Circuit denied the DOE's request for rehearing of the November 2013 panel decision ordering that the DOE propose the nuclear waste fund fee be changed to zero. The DOE formally set the fee to zero effective May 16, 2014. On June 17, 2014, the Georgia PSC approved Georgia Power's request to credit customers the portion of fuel cost related to the nuclear waste fund fee. The nuclear waste fund rider was implemented July 1, 2014. See "PSC Matters - Alabama Power - Nuclear Waste Fund Accounting Order" herein for information regarding an accounting order issued by the Alabama PSC which provides for continued recovery from customers of amounts associated with the permanent disposal of nuclear waste from the operation of Plant Farley. The ultimate outcome of this matter cannot be determined at this time. ACCOUNTING POLICIES Application of Critical Accounting Policies and Estimates Southern Company prepares its consolidated financial statements in accordance with GAAP. Significant accounting policies are described in Note 1 to the financial statements of Southern Company in Item 8 of the Form 10-K. In the application of these policies, certain estimates are made that may have a material impact on Southern Company's results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. See MANAGEMENT'S DISCUSSION AND ANALYSIS - ACCOUNTING POLICIES - "Application of Critical Accounting Policies and Estimates" of Southern Company in Item 7 of the Form 10-K for a complete discussion of Southern Company's critical accounting policies and estimates related to Electric Utility Regulation, Contingent Obligations, and Pension and Other Postretirement Benefits. Kemper IGCC Estimated Construction Costs, Project Completion Date, and Rate Recovery During 2014, Mississippi Power further extended the scheduled in-service date for the Kemper IGCC to the second quarter 2015 and revised its cost estimate to complete construction and start-up of the Kemper IGCC to an amount that exceeds the $2.88 billion cost cap, net of the DOE Grants and excluding the Cost Cap Exceptions. Mississippi Power does not intend to seek any rate recovery or any joint owner contributions for any related costs that exceed the $2.88 billion cost cap, net of the DOE Grants and excluding the Cost Cap Exceptions. As a result of the revisions to the cost estimate, Southern Company recorded total pre-tax charges to income for the estimated probable losses on the Kemper IGCC of $380.0 million ($234.7 million after tax) in the first quarter 2014, $40.0 million ($24.7 million after tax) in the fourth quarter 2013, $150.0 million ($92.6 million after tax) in the third quarter 2013, $450.0 million ($277.9 million after tax) in the second quarter 2013, and $540.0 million ($333.5 million after tax) in the first quarter 2013. In the aggregate, Southern Company has incurred charges of $1.56 billion ($963.3 million after tax) as a result of changes in the cost estimate for the Kemper IGCC through June 30, 2014. Mississippi Power has experienced, and may continue to experience, material volatility in the cost estimate for the Kemper IGCC. In subsequent periods, any further changes in the estimated costs to complete construction and start-up of the Kemper IGCC subject to the $2.88 billion cost cap, net of the DOE Grants and excluding the Cost Cap Exceptions, will be reflected in Southern Company's statements of income and these changes could be material. Any further cost increases and/or extensions of the in-service date with respect to the Kemper IGCC may result from factors including, but not limited to, labor costs and productivity, adverse weather conditions, shortages and inconsistent quality of equipment, materials, and labor, contract or supplier delay, non-performance under construction or other agreements, operational performance, operational readiness, unforeseen engineering or design problems, start-up activities for this first-of-a-kind technology (including major equipment failure and system integration), and/or operations. Mississippi Power's revised cost estimate includes costs through May 31, 2015. Any further extension of the in-service date is currently estimated to result in additional costs of approximately $20 million per month, which includes maintaining necessary levels of start-up labor, materials, and fuel, as well as operational resources required to execute start-up and commissioning activities. 27-------------------------------------------------------------------------------- Table of Contents SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Given the significant judgment involved in estimating the future costs to complete construction, the project completion date, the ultimate rate recovery for the Kemper IGCC, and the potential impact on Southern Company's results of operations, Southern Company considers these items to be critical accounting estimates. See Note 3 to the financial statements of Southern Company under "Integrated Coal Gasification Combined Cycle" in Item 8 of the Form 10-K and Note (B) to the Condensed Financial Statements under "Integrated Coal Gasification Combined Cycle" herein for additional information. Recently Issued Accounting Standards On May 28, 2014, the Financial Accounting Standards Board issued ASC 606, Revenue from Contracts with Customers. ASC 606 revises the accounting for revenue recognition and is effective for fiscal years beginning after December 15, 2016. Southern Company is currently evaluating the requirements of ASC 606. The ultimate impact of the new standard has not yet been determined. FINANCIAL CONDITION AND LIQUIDITY Overview See MANAGEMENT'S DISCUSSION AND ANALYSIS - FINANCIAL CONDITION AND LIQUIDITY - "Overview" of Southern Company in Item 7 of the Form 10-K for additional information. Although earnings for the six months ended June 30, 2014 were negatively affected by revisions to the cost estimate for the Kemper IGCC, Southern Company's financial condition remained stable at June 30, 2014. Through June 30, 2014, Southern Company has incurred non-recoverable cash expenditures of $925 million and is expected to incur approximately $635 million in additional non-recoverable cash expenditures through completion of the Kemper IGCC. Southern Company intends to continue to monitor its access to short-term and long-term capital markets as well as its bank credit arrangements to meet future capital and liquidity needs. See "Capital Requirements and Contractual Obligations," "Sources of Capital," and "Financing Activities" herein for additional information. Net cash provided from operating activities totaled $2.1 billion for the first six months of 2014, an increase of $123 million from the corresponding period in 2013. The increase in net cash provided from operating activities was primarily due to an increase in revenue due to rate increases and the effects of weather and a reduction in fossil fuel stock resulting from an increase in KWH generation, partially offset by a decrease in receivables due to under recovered fuel costs. Net cash used for investing activities totaled $2.8 billion for the first six months of 2014 primarily due to property additions to utility plant. Net cash provided from financing activities totaled $623 million for the first six months of 2014. This was primarily due to issuances of long-term debt and common stock, partially offset by common stock dividend payments. Fluctuations in cash flow from financing activities vary from period to period based on capital needs and the maturity or redemption of securities. Significant balance sheet changes for the first six months of 2014 include an increase of $1.6 billion in total property, plant, and equipment for construction of generation, transmission, and distribution facilities. Other significant changes include a $777 million increase in long-term debt (excluding amounts due within a year) to repay short-term debt and to fund the Southern Company subsidiaries' continuous construction programs, an increase of $335 million in notes payable due to an increase in commercial paper, an increase of $215 million in treasury stock issuances, an increase of $137 million in paid-in capital due to additional common stock issuances, and an increase of $116 million in securities due within one year. At the end of the second quarter 2014, the market price of Southern Company's common stock was $45.38 per share (based on the closing price as reported on the New York Stock Exchange) and the book value was $21.69 per share, representing a market-to-book ratio of 209%, compared to $41.11, $21.43, and 192%, respectively, at the end of 2013. Southern Company's common stock dividend for the second quarter 2014 was $0.5250 per share compared to $0.5075 per share in the second quarter 2013. 28-------------------------------------------------------------------------------- Table of Contents SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Capital Requirements and Contractual Obligations See MANAGEMENT'S DISCUSSION AND ANALYSIS - FINANCIAL CONDITION AND LIQUIDITY - "Capital Requirements and Contractual Obligations" of Southern Company in Item 7 of the Form 10-K for a description of Southern Company's capital requirements for the construction programs of the Southern Company system, including estimated capital expenditures for new generating facilities and to comply with existing environmental statutes and regulations, scheduled maturities of long-term debt, as well as related interest, derivative obligations, preferred and preference stock dividends, leases, purchase commitments, trust funding requirements, and unrecognized tax benefits. Approximately $585 million will be required through June 30, 2015 to fund maturities of long-term debt. The Southern Company system's construction program is currently estimated to be $6.9 billion for 2014, $5.6 billion for 2015, and $4.5 billion for 2016, which includes expenditures related to construction and start-up of the Kemper IGCC of $1.3 billion for 2014 and $208 million for 2015. The amounts related to the construction and start-up of the Kemper IGCC exclude SMEPA's proposed acquisition of a 15% ownership share of the Kemper IGCC for approximately $572 million (including construction costs for all prior periods relating to its proposed ownership interest). The Southern Company system's amounts include capital expenditures related to contractual purchase commitments for nuclear fuel and capital expenditures covered under long-term service agreements. Southern Company anticipates that the Southern Company system's capital expenditure requirements will continue to decline through the middle of the decade, before rising again to meet additional requirements for environmental compliance and new generation. The construction programs are subject to periodic review and revision, and actual construction costs may vary from these estimates because of numerous factors. These factors include: changes in business conditions; changes in load projections; changes in environmental statutes and regulations; the outcome of any legal challenges to the environmental rules; changes in generating plants, including unit retirements and replacements and adding or changing fuel sources at existing units, to meet regulatory requirements; changes in FERC rules and regulations; PSC approvals; changes in the expected environmental compliance program; changes in legislation; the cost and efficiency of construction labor, equipment, and materials; project scope and design changes; storm impacts; and the cost of capital. In addition, there can be no assurance that costs related to capital expenditures will be fully recovered. See Note 3 to the financial statements of Southern Company under "Retail Regulatory Matters - Georgia Power - Nuclear Construction" and "Integrated Coal Gasification Combined Cycle" in Item 8 of the Form 10-K and Note (B) to the Condensed Financial Statements under "Retail Regulatory Matters - Georgia Power - Nuclear Construction" and "Integrated Coal Gasification Combined Cycle" herein for information regarding additional factors that may impact construction expenditures. Sources of Capital Southern Company intends to meet its future capital needs through internal cash flow, short-term debt, and external security issuances. Equity capital can be provided from any combination of Southern Company's stock plans, private placements, or public offerings. The amount and timing of additional equity capital to be raised in 2014, as well as in subsequent years, will be contingent on Southern Company's investment opportunities and the Southern Company system's capital requirements. Except as described herein, the traditional operating companies and Southern Power plan to obtain the funds required for construction and other purposes from operating cash flows, security issuances, term loans, short-term borrowings, and equity contributions or loans from Southern Company. However, the amount, type, and timing of any future financings, if needed, will depend upon prevailing market conditions, regulatory approval, and other factors. See MANAGEMENT'S DISCUSSION AND ANALYSIS - FINANCIAL CONDITION AND LIQUIDITY - "Sources of Capital" of Southern Company in Item 7 of the Form 10-K for additional information. On February 20, 2014, Georgia Power and the DOE entered into a loan guarantee agreement (Loan Guarantee Agreement), pursuant to which the DOE agreed to guarantee borrowings to be made by Georgia Power under a multi-advance credit facility (FFB Credit Facility) among Georgia Power, the DOE, and the FFB. Georgia Power is 29-------------------------------------------------------------------------------- Table of Contents SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS obligated to reimburse the DOE for any payments the DOE is required to make to the FFB under the guarantee. Georgia Power's reimbursement obligations to the DOE are secured by a first priority lien on (i) Georgia Power's 45.7% 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. Under the FFB Credit Facility, Georgia Power may make term loan borrowings through the FFB. Proceeds of borrowings made under the FFB Credit Facility will be used to reimburse Georgia Power for a portion of certain costs of construction relating to Plant Vogtle Units 3 and 4 that are eligible for financing under the Loan Guarantee Agreement (Eligible Project Costs). Aggregate borrowings under the FFB Credit Facility may not exceed the lesser of (i) 70% of Eligible Project Costs or (ii) approximately $3.46 billion. See Note 6 to the financial statements of Southern Company in Item 8 of the Form 10-K for additional information regarding the Loan Guarantee Agreement and Note (B) to the Condensed Financial Statements under "Retail Regulatory Matters - Georgia Power - Nuclear Construction" herein for additional information regarding Plant Vogtle Units 3 and 4. Eligible Project Costs incurred through June 30, 2014 would allow for borrowings of up to $1.9 billion under the FFB Credit Facility. Through June 30, 2014, Georgia Power has borrowed $1.0 billion under the FFB Credit Facility, leaving $0.9 billion of currently available borrowing ability. Mississippi Power has received $245 million of DOE Grants that were used for the construction of the Kemper IGCC. An additional $25 million of DOE Grants is expected to be received for commercial operation of the Kemper IGCC. In addition, see Note 3 to the financial statements of Southern Company under "Integrated Coal Gasification Combined Cycle" in Item 8 of the Form 10-K and Note (B) to the Condensed Financial Statements under "Integrated Coal Gasification Combined Cycle" herein for information regarding legislation related to the securitization of certain costs of the Kemper IGCC. Southern Company's current liabilities frequently exceed current assets because of the continued use of short-term debt as a funding source to meet scheduled maturities of long-term debt, as well as cash needs, which can fluctuate significantly due to the seasonality of the business of the Southern Company system. To meet short-term cash needs and contingencies, Southern Company has substantial cash flow from operating activities and access to capital markets, including commercial paper programs which are backed by bank credit facilities. At June 30, 2014, Southern Company and its subsidiaries had approximately $583 million of cash and cash equivalents. Committed credit arrangements with banks at June 30, 2014 were as follows: Executable Term Due Within One Expires Loans Year One Two Term No Term Company 2014 2015 2016 2017 2018 Total Unused Year Years Out Out (in millions) (in millions) (in millions) (in millions) Southern Company $ - $ - $ - $ - $ 1,000 $ 1,000 $ 1,000 $ - $ - $ - $ - Alabama Power 163 110 - - 1,030 1,303 1,303 53 - 53 185 Georgia Power - - 150 - 1,600 1,750 1,736 - - - - Gulf Power 20 60 165 30 - 275 275 50 - 50 30 Mississippi Power 40 95 165 - - 300 300 25 40 65 70 Southern Power - - - - 500 500 499 - - - - Other - 70 - - - 70 70 20 - 20 25 Total $ 223 $ 335 $ 480 $ 30 $ 4,130 $ 5,198 $ 5,183 $ 148 $ 40 $ 188 $ 310 See Note 6 to the financial statements of Southern Company under "Bank Credit Arrangements" in Item 8 of the Form 10-K and Note (E) to the Condensed Financial Statements under "Bank Credit Arrangements" herein for additional information. A portion of the 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 30-------------------------------------------------------------------------------- Table of Contents SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS rate pollution control revenue bonds outstanding requiring liquidity support as of June 30, 2014 was approximately $1.7 billion. Subsequent to June 30, 2014, an additional $40 million of variable rate pollution control revenue bonds, previously purchased and held by Georgia Power, were remarketed to the public and currently require liquidity support. In addition, at June 30, 2014, the traditional operating companies had $495 million of fixed rate pollution control revenue bonds that were required to be remarketed within the next 12 months. Subsequent to June 30, 2014, $45 million of these fixed rate pollution control revenue bonds were remarketed to the public and currently are not required to be remarketed within the next 12 months. Southern Company and its subsidiaries expect to renew their bank credit arrangements as needed, prior to expiration. Most of these bank credit arrangements contain covenants that limit debt levels and contain cross default provisions to other indebtedness (including guarantee obligations) that are restricted only to the indebtedness of the individual company. Such cross default provisions to other indebtedness would trigger an event of default if the applicable borrower defaulted on indebtedness or guarantee obligations over a specified threshold. Southern Company, the traditional operating companies, and Southern Power are currently in compliance with all such covenants. None of the arrangements contain material adverse change clauses at the time of borrowings. 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 June 30, 2014 Short-term Debt During the Period(a) Weighted Weighted Average Average Maximum Amount Interest Average Interest Amount Outstanding Rate Outstanding Rate Outstanding (in millions) (in millions) (in millions) Commercial paper $ 1,567 0.2% $ 1,004 0.2% $ 1,582 Short-term bank debt 250 0.8% 19 0.8% 250 Total $ 1,817 0.3% $ 1,023 0.2% (a) Average and maximum amounts are based upon daily balances during the three-month period ended June 30, 2014. Management believes the need for working capital can be adequately met by utilizing commercial paper programs, lines of credit, short-term bank notes, and cash. Credit Rating Risk Southern Company and its subsidiaries 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 contracts that could require collateral, but not accelerated payment, in the event of a credit rating change of certain subsidiaries to BBB and Baa2, or BBB- and/or Baa3 or below. These contracts are for physical electricity purchases and sales, fuel purchases, fuel transportation and storage, energy price risk management, and construction of new generation at Georgia Power's Plant Vogtle Units 3 and 4. 31-------------------------------------------------------------------------------- Table of Contents SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The maximum potential collateral requirements under these contracts at June 30, 2014 were as follows: Maximum Potential Collateral Credit Ratings Requirements (in millions) At BBB and Baa2 $ 9 At BBB- and/or Baa3 448 Below BBB- and/or Baa3 2,246 Generally, collateral may be provided by a Southern Company guaranty, letter of credit, or cash. Additionally, any credit rating downgrade could impact the ability of Southern Company and its subsidiaries to access capital markets, particularly the short-term debt market and the variable rate pollution control revenue bond market. Financing Activities During the first six months of 2014, Southern Company issued approximately 3.9 million shares of common stock for approximately $132.5 million through the employee and director stock plans, of which 150,000 shares related to Southern Company's performance share plan. Since August 2013, Southern Company has used shares held in treasury, to the extent available, and newly-issued shares to satisfy the requirements under the Southern Investment Plan and the employee savings plan and, during the first six months of 2014, issued approximately 4.7 million shares for approximately $204.2 million. The following table outlines the long-term debt financing activities for Southern Company and its subsidiaries for the first six months of 2014: Revenue Bond Issuances and Other Other Remarketings Revenue Long-Term Long-Term Senior of Purchased Bond Debt Debt Company(a) Note Maturities Bonds(b) Redemptions Issuances Redemptions(c) (in millions) Southern Company $ 350 $ - $ - $ - $ - Georgia Power - - 37 1,000 3 Gulf Power - 42 29 - - Mississippi Power - - - 482 1 Southern Power - - - 10 1 Other - - - - 10 Elimination(d) - - - (220 ) - Total $ 350 $ 42 $ 66 $ 1,272 $ 15 (a) Alabama Power did not issue or redeem any long-term debt during the first six months of 2014. (b) Includes remarketing by Gulf Power of $13 million aggregate principal amount of revenue bonds previously purchased and held by Gulf Power since December 2013. (c) Includes reductions in capital lease obligations resulting from cash payments under capital leases. (d) Intercompany loan from Southern Company to Mississippi Power eliminated in Southern Company's Condensed Consolidated Financial Statements. Southern Company's subsidiaries used the proceeds of the debt issuances shown in the table above for their respective redemptions and maturities shown in the table above, to repay short-term indebtedness, and for general corporate purposes, including their respective continuous construction programs. 32-------------------------------------------------------------------------------- Table of Contents SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS In addition to the amounts reflected in the table above, in June 2014, Southern Company entered into a 90-day floating rate bank loan bearing interest based on one-month LIBOR. This short-term loan was for $250 million aggregate principal amount and the proceeds were used for working capital and other general corporate purposes, including the investment by Southern Company in its subsidiaries. In addition to the amounts reflected in the table above, 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 in Item 8 of the Form 10-K under "Integrated Coal Gasification Combined Cycle - Proposed Sale of Undivided Interest to SMEPA" for additional information. Georgia Power's "Other Long-Term Debt Issuances" reflected in the table above include initial borrowings under the FFB Credit Facility in an aggregate principal amount of $1.0 billion in February 2014. 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 is expected to be reset from time to time thereafter through the final maturity date. The final maturity date for all advances under the FFB Credit Facility is February 20, 2044. The proceeds of the initial borrowings under the FFB Credit Facility were used to reimburse Georgia Power for Eligible Project Costs relating to the construction of Plant Vogtle Units 3 and 4. Under the Loan Guarantee Agreement, Georgia Power is subject to customary events of default, as well as cross-defaults to other indebtedness and events of default relating to any failure to make payments under the engineering, procurement, and construction contract, as amended, relating to Plant Vogtle Units 3 and 4 or certain other agreements providing intellectual property rights for Plant Vogtle Units 3 and 4. The Loan Guarantee Agreement also includes events of default specific to the DOE loan guarantee program, including the failure of Georgia Power or Southern Nuclear to comply with requirements of law or DOE loan guarantee program requirements. See Note 6 to the financial statements of Southern Company in Item 8 of the Form 10-K under "DOE Loan Guarantee Borrowings" for additional information. In February 2014, Georgia Power repaid three four-month floating rate bank loans in an aggregate principal amount of $400 million. Subsequent to June 30, 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. In addition to any financings that may be necessary to meet capital requirements and contractual obligations, Southern Company and its subsidiaries plan to continue, when economically feasible, a program to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit. 33-------------------------------------------------------------------------------- Table of Contents |