Bond Alapower 4.15% ( US010392FL70 ) in USD

Alapower

81.434 % ▲

United States

US010392FL70 ( in USD )

4.15% per year ( payment 2 times a year)

14/08/2044

Prospectus brochure of the bond Alabama Power US010392FL70 en USD 4.15%, maturity 14/08/2044

010392FL7

A ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

15/08/2025 ( In 7 days )

Alabama Power is a major electricity provider serving most of Alabama, a subsidiary of Southern Company.

The Bond issued by Alapower ( United States ) , in USD, with the ISIN code US010392FL70, pays a coupon of 4.15% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/08/2044

The Bond issued by Alapower ( United States ) , in USD, with the ISIN code US010392FL70, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Alapower ( United States ) , in USD, with the ISIN code US010392FL70, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

APC 2014A Sr Note Final Pro Sup
424B2 1 apc2014asrnotefinalprosup.htm 424B2
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-194227

CALCULATION OF REGISTRATION FEE
Title of Each Class of
Maximum Aggregate
Amount of
Securities to be Registered
Offering Price Per Unit
Registration Fee(1)(2)
Series 2014A 4.150% Senior Notes
due August 15, 2044
$400,000,000
$51,520
(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in
(2)
Alabama Power Company's Registration Statement on Form S-3 (Registration No. 333-194227).

PROSPECTUS SUPPLEMENT
(To Prospectus dated February 28, 2014)
$400,000,000
Series 2014A 4.150% Senior Notes
due August 15, 2044
_____________________
This is a public offering by Alabama Power Company of $400,000,000 of Series 2014A 4.150% Senior Notes due August 15, 2044. Interest
on the Series 2014A Senior Notes is payable semiannually in arrears on February 15 and August 15 of each year, beginning February 15, 2015.
Alabama Power Company may redeem the Series 2014A Senior Notes, in whole or in part, at any time and from time to time, at redemption
prices as described under the caption "Description of the Series 2014A Senior Notes -- Optional Redemption."
The Series 2014A Senior Notes will be unsecured and unsubordinated and will rank equally with all of Alabama Power Company's other
unsecured and unsubordinated indebtedness from time to time outstanding and will be effectively subordinated to all secured indebtedness of
Alabama Power Company.
See "RISK FACTORS" on page S-3 for a description of certain risks associated with investing in the Series 2014A Senior Notes.

Per Series

2014A Senior Note

Total
Initial Public Offering Price (1)

99.204%

$396,816,000
Underwriting Discount

0.875%

$3,500,000
Proceeds, before expenses, to Alabama Power Company

98.329%

$393,316,000
(1)
Plus accrued interest, if any, from the date of original issuance of the Series 2014A Senior Notes, which is expected to be August 26, 2014.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this Prospectus Supplement or the accompanying Prospectus. Any representation to the contrary is a criminal
offense.
The Series 2014A Senior Notes should be delivered on or about August 26, 2014 through the book-entry facilities of The Depository Trust
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APC 2014A Sr Note Final Pro Sup
Company.
_____________________
Joint Book-Running Managers
BofA Merrill Lynch

Morgan Stanley

SunTrust Robinson Humphrey

Wells Fargo Securities
August 20, 2014
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this Prospectus
Supplement, the accompanying Prospectus or any written communication from Alabama Power Company or the underwriters specifying the final
terms of the offering. Neither Alabama Power Company nor any underwriter takes any responsibility for, nor can it provide any assurance as to the
reliability of, any other information that others may give you. This Prospectus Supplement, the accompanying Prospectus and any written
communication from Alabama Power Company or the underwriters specifying the final terms of the offering is an offer to sell only the
Series 2014A Senior Notes offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information
incorporated by reference or contained in this Prospectus Supplement, the accompanying Prospectus and any written communication from Alabama
Power Company or the underwriters specifying the final terms of the offering is current only as of its respective date.
TABLE OF CONTENTS

Page
Prospectus Supplement

Risk Factors
S-3
The Company
S-3
Selected Financial Information
S-3
Use of Proceeds
S-4
Description of the Series 2014A Senior Notes
S-4
Underwriting
S-7

Prospectus

About this Prospectus
2
Risk Factors
2
Available Information
2
Incorporation of Certain Documents by Reference
2
Alabama Power Company
3
Selected Information
3
Use of Proceeds
4
Description of the Class A Preferred Stock
4
Description of the Preference Stock
6
Description of the Senior Notes
7
Description of the Junior Subordinated Notes
10
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APC 2014A Sr Note Final Pro Sup
Plan of Distribution
14
Legal Matters
14
Experts
14
S-2
RISK FACTORS
Investing in the Series 2014A Senior Notes involves risk. Please see the risk factors in Alabama Power Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2013, along with disclosure related to the risk factors contained in Alabama Power Company's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014, which are incorporated by reference in this Prospectus
Supplement and the accompanying Prospectus. Before making an investment decision, you should carefully consider these risks as well as other
information contained or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The risks and uncertainties
not presently known to Alabama Power Company or that Alabama Power Company currently deems immaterial may also impair its business
operations, its financial results and the value of the Series 2014A Senior Notes.
THE COMPANY
Alabama Power Company (the "Company") is a corporation organized under the laws of the State of Alabama on November 10, 1927, by the
consolidation of a predecessor Alabama Power Company, Gulf Electric Company and Houston Power Company. The Company has its principal
office at 600 North 18th Street, Birmingham, Alabama 35291, telephone (205) 257-1000. The Company is a wholly owned subsidiary of The
Southern Company.
The Company is a regulated public utility engaged in the generation, purchase, transmission, distribution and sale of electric energy within
an approximately 44,500 square mile service area comprising most of the State of Alabama.
SELECTED FINANCIAL INFORMATION
The following selected financial data for the years ended December 31, 2009 through December 31, 2013 has been derived from the
Company's audited financial statements and related notes and the unaudited selected financial data incorporated by reference in this Prospectus
Supplement and the accompanying Prospectus. The following selected financial data for the six months ended June 30, 2014 has been derived from
the Company's unaudited financial statements and related notes incorporated by reference in this Prospectus Supplement and the accompanying
Prospectus. The information set forth below is qualified in its entirety by reference to and, therefore, should be read together with management's
discussion and analysis of results of operations and financial condition, the financial statements and related notes and other financial information
incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The information set forth below does not reflect the
issuance of the Series 2014A Senior Notes offered hereby.

Year Ended December 31,
Six Months

Ended
June 30,

2009

2010

2011

2012

2013

2014(1)

(Millions, except ratios)
Operating Revenues
$
5,529 $
5,976 $
5,702 $
5,520 $
5,618 $
2,945
Earnings Before Income Taxes
1,093
1,209
1,225
1,220
1,229
626
Net Income After Dividends on Preferred and Preference Stock
670
707
708
704
712
360
Ratio of Earnings to Fixed Charges(2)
3.93
4.55
4.76
4.91
5.27
5.45
Capitalization

As of June 30, 2014

(Millions, except Percentages)
Common Stockholder's Equity
$
5,608
45.0%
Cumulative Redeemable Preferred Stock

342
2.7
Preference Stock

343
2.7
Senior Notes

4,875
39.1
Other Long-term Debt

1,305
10.5
Total, excluding amounts due within one year of $54 million
$
12,473
100.0%
(1) Due to seasonal variations in the demand for energy, operating results for the six months ended June 30, 2014 do not necessarily indicate
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APC 2014A Sr Note Final Pro Sup
operating results for the entire year.
(2) This ratio is computed as follows: (i) "Earnings" have been calculated by adding to "Earnings Before Income Taxes" "Interest expense, net
of amounts capitalized," the distributed income of equity investees, the interest component of
S-3
rental expense and the debt portion of allowance for funds used during construction and excluding from "Earnings Before Income Taxes"
the amount of income of equity investees; and (ii) "Fixed Charges" consist of "Interest expense, net of amounts capitalized," the interest
component of rental expense and the debt portion of allowance for funds used during construction.
USE OF PROCEEDS
The net proceeds from the sale of the Series 2014A Senior Notes will be used by the Company for general corporate purposes, including the
Company's continuous construction program.
DESCRIPTION OF THE SERIES 2014A SENIOR NOTES
Set forth below is a description of the specific terms of the Series 2014A 4.150% Senior Notes due August 15, 2044 (the "Series 2014A
Senior Notes"). This description supplements, and should be read together with, the description of the general terms and provisions of the senior
notes set forth in the accompanying Prospectus under the caption "Description of the Senior Notes." The following description does not purport to
be complete and is subject to, and is qualified in its entirety by reference to, the description in the accompanying Prospectus and the Senior Note
Indenture dated as of December 1, 1997, as supplemented (the "Senior Note Indenture"), between the Company and The Bank of New York
Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as trustee (the "Senior Note Indenture
Trustee").
General
The Series 2014A Senior Notes will be issued as a series of senior notes under the Senior Note Indenture. The Series 2014A Senior Notes
will initially be issued in the aggregate principal amount of $400,000,000. The Company may, at any time and without the consent of the holders of
the Series 2014A Senior Notes, issue additional notes having the same ranking and the same interest rate, maturity and other terms as the
Series 2014A Senior Notes (except for the public offering price and issue date and the initial interest accrual date and initial Interest Payment Date
(as defined below), if applicable). Any additional notes having such similar terms, together with the Series 2014A Senior Notes, will constitute a
single series of senior notes under the Senior Note Indenture.
Unless earlier redeemed, the entire principal amount of the Series 2014A Senior Notes will mature and become due and payable, together
with any accrued and unpaid interest thereon, on August 15, 2044. The Series 2014A Senior Notes are not subject to any sinking fund provision.
The Series 2014A Senior Notes are available for purchase in denominations of $1,000 and any integral multiple thereof.
Interest
Each Series 2014A Senior Note will bear interest at the rate of 4.150% per annum (the "Securities Rate") from the date of original issuance,
payable semiannually in arrears on February 15 and August 15 of each year (each, an "Interest Payment Date") to the person in whose name such
Series 2014A Senior Note is registered at the close of business on the fifteenth calendar day prior to such Interest Payment Date (whether or not a
Business Day). The initial Interest Payment Date is February 15, 2015. The amount of interest payable will be computed on the basis of a 360-day
year of twelve 30-day months. In the event that any date on which interest is payable on the Series 2014A Senior Notes is not a Business Day, then
payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), with the same force and effect as if made on such date. "Business Day" means a day other than (i) a
Saturday or Sunday, (ii) a day on which banks in New York, New York are authorized or obligated by law or executive order to remain closed or
(iii) a day on which the Senior Note Indenture Trustee's corporate trust office is closed for business.
Ranking
The Series 2014A Senior Notes will be direct, unsecured and unsubordinated obligations of the Company, ranking equally with all other
unsecured and unsubordinated obligations of the Company from time to time outstanding. The Series 2014A Senior Notes will be effectively
subordinated to all secured indebtedness of the Company, aggregating approximately $153,000,000 outstanding at June 30, 2014. The Senior Note
Indenture contains no restrictions on the amount of additional indebtedness that may be incurred by the Company.
Optional Redemption
At any time and from time to time prior to February 15, 2044, the Series 2014A Senior Notes will be subject to redemption at the option of
the Company in whole or in part upon not less than 30 nor more than 60 days' notice, at redemption
S-4
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APC 2014A Sr Note Final Pro Sup
prices equal to the greater of (i) 100% of the principal amount of the Series 2014A Senior Notes being redeemed and (ii) the sum of the present
values of the remaining scheduled payments of principal of and interest on the Series 2014A Senior Notes being redeemed (not including any
portion of such payments of interest accrued to the redemption date) discounted (for purposes of determining present value) to the redemption date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Yield (as defined
below) plus 15 basis points, plus, in each case, accrued and unpaid interest on the Series 2014A Senior Notes being redeemed to the redemption
date. At any time and from time to time on or after February 15, 2044, the Series 2014A Senior Notes will be subject to redemption at the option of
the Company in whole or in part upon not less than 30 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount
of the Series 2014A Senior Notes being redeemed plus accrued and unpaid interest on the Series 2014A Senior Notes being redeemed to the
redemption date.
"Treasury Yield" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Series 2014A Senior Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
the Series 2014A Senior Notes.
"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii) if the Company obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means an independent investment banking institution of national standing appointed by the Company.
"Reference Treasury Dealer" means a primary U.S. Government securities dealer in the United States appointed by the Company.
"Reference Treasury Dealer Quotation" means, with respect to a Reference Treasury Dealer and any redemption date, the average, as
determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount and quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day in New York City
preceding such redemption date).
If notice of redemption is given as aforesaid, the Series 2014A Senior Notes so to be redeemed will, on the redemption date, become due and
payable at the redemption price together with any accrued and unpaid interest thereon, and from and after such date (unless the Company has
defaulted in the payment of the redemption price and accrued interest) such Series 2014A Senior Notes shall cease to bear interest. If any
Series 2014A Senior Note called for redemption shall not be paid upon surrender thereof for redemption, the principal shall, until paid, bear
interest from the redemption date at the Securities Rate. See "Description of the Senior Notes -- Events of Default" in the accompanying
Prospectus.
Subject to the foregoing and to applicable law (including, without limitation, United States federal securities laws), the Company or its
affiliates may, at any time and from time to time, purchase outstanding Series 2014A Senior Notes by tender, in the open market or by private
agreement.
Book-Entry Only Issuance -- The Depository Trust Company
The Depository Trust Company ("DTC") will act as the initial securities depository for the Series 2014A Senior Notes. The Series 2014A
Senior Notes will be issued only as fully registered securities registered in the name of Cede & Co., DTC's nominee, or such other name as may
be requested by an authorized representative of DTC. One or more fully registered global Series 2014A Senior Notes certificates will be issued,
representing in the aggregate the total principal amount of Series 2014A Senior Notes, and will be deposited with the Senior Note Indenture
Trustee on behalf of DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the
New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as
amended ("1934 Act"). DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and
municipal debt issues and money market instruments from over 100 countries that DTC's participants ("Direct Participants") deposit with DTC.
DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through
electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of
securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository
S-5
Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income
Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC
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APC 2014A Sr Note Final Pro Sup
system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations
that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The DTC rules
applicable to its Direct and Indirect Participants are on file with the Securities and Exchange Commission. More information about DTC can be
found at www.dtcc.com. The contents of such website do not constitute part of this Prospectus Supplement.
Purchases of Series 2014A Senior Notes within the DTC system must be made by or through Direct Participants, which will receive a credit
for the Series 2014A Senior Notes on DTC's records. The ownership interest of each actual purchaser of each Series 2014A Senior Note
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchases. Beneficial Owners, however, are expected to receive written confirmations providing details of the
transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participants through which the Beneficial Owners
purchased Series 2014A Senior Notes. Transfers of ownership interests in the Series 2014A Senior Notes are to be accomplished by entries made
on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in Series 2014A Senior Notes, except in the event that use of the book-entry system for the Series 2014A Senior Notes is
discontinued.
To facilitate subsequent transfers, all Series 2014A Senior Notes deposited by Direct Participants with DTC are registered in the name of
DTC's nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2014A Senior
Notes with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any changes in beneficial ownership.
DTC has no knowledge of the actual Beneficial Owners of the Series 2014A Senior Notes. DTC's records reflect only the identity of the Direct
Participants to whose accounts such Series 2014A Senior Notes are credited, which may or may not be the Beneficial Owners. The Direct and
Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Redemption notices will be sent to DTC. If less than all of the Series 2014A Senior Notes are being redeemed, DTC's practice is to
determine by lot the amount of interest of each Direct Participant in such Series 2014A Senior Notes to be redeemed.
Although voting with respect to the Series 2014A Senior Notes is limited, in those cases where a vote is required, neither DTC nor Cede &
Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2014A Senior Notes unless authorized by a Direct Participant in
accordance with DTC's procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Company as soon as possible after the record
date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2014A Senior
Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Payments on the Series 2014A Senior Notes will be made to Cede & Co., or such other nominee as may be requested by an authorized
representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information
from the Company or the Senior Note Indenture Trustee on the relevant payment date in accordance with their respective holdings shown on DTC's
records. Payments by Direct or Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is
the case with securities held for the account of customers registered in "street name," and will be the responsibility of such Direct or Indirect
Participant and not of DTC or the Company, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment to
Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Company,
disbursement of such payments to Direct Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is
the responsibility of Direct and Indirect Participants.
Except as provided herein, a Beneficial Owner of a global Series 2014A Senior Note will not be entitled to receive physical delivery of
Series 2014A Senior Notes. Accordingly, each Beneficial Owner must rely on the procedures of DTC to exercise any rights under the Series 2014A
Senior Notes. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of securities in definitive form.
Such laws may impair the ability to transfer beneficial interests in a global Series 2014A Senior Note.
DTC may discontinue providing its services as securities depository with respect to the Series 2014A Senior Notes at any time by giving
reasonable notice to the Company. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2014A
Senior Notes certificates will be required to be printed and delivered to the holders of record. Additionally, the Company may decide to
discontinue use of the system of book-entry transfers through DTC (or a successor
S-6
securities depository) with respect to the Series 2014A Senior Notes. The Company understands, however, that under current industry practices,
DTC would notify its Direct and Indirect Participants of the Company's decision, but will only withdraw beneficial interests from a global
Series 2014A Senior Note at the request of each Direct or Indirect Participant. In that event, certificates for the Series 2014A Senior Notes will be
printed and delivered to the applicable Direct or Indirect Participant.
The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the Company believes to
be reliable, but neither the Company nor any underwriter takes any responsibility for the accuracy thereof. Neither the Company nor any
underwriter has any responsibility for the performance by DTC or its Direct or Indirect Participants of their respective obligations as described
herein or under the rules and procedures governing their respective operations.
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APC 2014A Sr Note Final Pro Sup
UNDERWRITING
Subject to the terms and conditions of an underwriting agreement (the "Underwriting Agreement"), the Company has agreed to sell to each
of the underwriters named below (the "Underwriters") for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
LLC, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC are acting as representatives (the "Representatives") and each of the
Underwriters has severally agreed to purchase from the Company the principal amount of the Series 2014A Senior Notes set forth opposite its
name below:

Principal Amount
of Series 2014A
Underwriters
Senior Notes
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
$70,000,000
Morgan Stanley & Co. LLC
70,000,000
SunTrust Robinson Humphrey, Inc.
70,000,000
Wells Fargo Securities, LLC
70,000,000
BNP Paribas Securities Corp.
24,000,000
BNY Mellon Capital Markets, LLC
24,000,000
Mizuho Securities USA Inc.
24,000,000
U.S. Bancorp Investments, Inc.
24,000,000
BBVA Securities Inc.
8,000,000
Regions Securities LLC
8,000,000
Sterne, Agee & Leach, Inc.
8,000,000
Total
$400,000,000
The Underwriting Agreement provides that the obligations of the several Underwriters to pay for and accept delivery of the Series 2014A
Senior Notes are subject to, among other things, the approval of certain legal matters by their counsel and certain other conditions. In the
Underwriting Agreement, the Underwriters have severally agreed, subject to the terms and conditions set forth therein, to purchase all of the
Series 2014A Senior Notes offered hereby, if any of the Series 2014A Senior Notes are purchased.
The Underwriters propose to offer the Series 2014A Senior Notes to the public at the public offering price set forth on the cover page of this
Prospectus Supplement and may offer the Series 2014A Senior Notes to certain dealers at such price less a concession not in excess of 0.500% of
the principal amount per Series 2014A Senior Note. The Underwriters may allow, and such dealers may reallow, a concession not in excess of
0.350% of the principal amount per Series 2014A Senior Note. After the initial public offering, the offering price and other selling terms may be
changed.
The Series 2014A Senior Notes are a new issue of securities with no established trading market. The Series 2014A Senior Notes will not be
listed on any securities exchange or on any automated dealer quotation system. The Underwriters may make a market in the Series 2014A Senior
Notes after completion of the offering, but will not be obligated to do so and may discontinue any market-making activities at any time without
notice. No assurance can be given as to the liquidity of the trading market for the Series 2014A Senior Notes or that an active public market for the
Series 2014A Senior Notes will develop. If an active public trading market for the Series 2014A Senior Notes does not develop, the market price
and liquidity of the Series 2014A Senior Notes may be adversely affected.
The Company has agreed to indemnify the several Underwriters against certain liabilities, including liabilities under the Securities Act of
1933, as amended.
S-7
The Company's expenses associated with the offer and sale of the Series 2014A Senior Notes (not including the underwriting discount) are
estimated to be $410,000.
The Company has agreed with the Underwriters that, during the period of 15 days from the date of the Underwriting Agreement, it will not
sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Series 2014A Senior Notes, any security convertible into,
exchangeable into or exercisable for the Series 2014A Senior Notes or any debt securities substantially similar to the Series 2014A Senior Notes
(except for the Series 2014A Senior Notes issued pursuant to the Underwriting Agreement), without the prior written consent of the
Representatives. This agreement does not apply to issuances of commercial paper or other debt securities with scheduled maturities of less than
one year.
In order to facilitate the offering of the Series 2014A Senior Notes, the Underwriters may engage in transactions that stabilize, maintain or
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APC 2014A Sr Note Final Pro Sup
otherwise affect the price of the Series 2014A Senior Notes. Specifically, the Underwriters may over-allot in connection with this offering, creating
short positions in the Series 2014A Senior Notes for their own accounts. In addition, to cover over-allotments or to stabilize the price of the
Series 2014A Senior Notes, the Underwriters may bid for, and purchase, Series 2014A Senior Notes in the open market. Finally, the Underwriters
may reclaim selling concessions allowed to the Underwriters or dealers for distributing Series 2014A Senior Notes in this offering, if the
Underwriters repurchase previously distributed Series 2014A Senior Notes in transactions to cover short positions, in stabilization transactions or
otherwise. Any of these activities may stabilize or maintain the market price of the Series 2014A Senior Notes above independent market levels.
The Underwriters are not required to engage in these activities, and may end any of these activities at any time without notice.
In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be
higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a security to the
extent that it were to discourage resales of the security.
Neither the Company nor any Underwriter makes any representation or prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the Series 2014A Senior Notes. In addition, neither the Company nor any Underwriter makes
any representation that the Underwriters will engage in such transactions or that such transactions once commenced will not be discontinued
without notice.
It is expected that delivery of the Series 2014A Senior Notes will be made, against payment for the Series 2014A Senior Notes, on or about
August 26, 2014, which will be the fourth business day following the pricing of the Series 2014A Senior Notes. Under Rule 15c6-1 under the
1934 Act, purchases or sales of securities in the secondary market generally are required to settle within three business days (T+3), unless the
parties to any such transactions expressly agree otherwise. Accordingly, purchasers of the Series 2014A Senior Notes who wish to trade the
Series 2014A Senior Notes on the date of this Prospectus Supplement will be required, because the Series 2014A Senior Notes initially will settle
within four business days (T+ 4), to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of
the Series 2014A Senior Notes who wish to trade on the date of this Prospectus Supplement should consult their own legal advisors.
Some of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking, corporate trust and other
commercial dealings in the ordinary course of business with the Company and its affiliates, for which they have received and will receive
customary compensation.
In addition, in the ordinary course of their business activities, the Underwriters and their affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their
own accounts and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the
Company or its affiliates. Certain of the Underwriters or their affiliates that have a lending relationship with the Company routinely hedge, and
certain other of those Underwriters may hedge, their credit exposure to the Company consistent with their customary risk management policies.
Typically, such Underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of
credit default swaps or the creation of short positions in the Company's securities, including potentially the Series 2014A Senior Notes offered
hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the Series 2014A Senior Notes offered
hereby. The Underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in
respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such
securities and instruments.
S-8
PROSPECTUS
Alabama Power Company
Class A Preferred Stock
Cumulative, Par Value $1 Per Share
Preference Stock
Senior Notes
Junior Subordinated Notes
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APC 2014A Sr Note Final Pro Sup
__________________________
Alabama Power Company will provide the specific terms of these securities in supplements to this Prospectus. You should read this
Prospectus and the applicable Prospectus Supplement carefully before you invest.
See "Risk Factors" on page 2 for information on certain risks related to the purchase of securities offered by this Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
__________________________
This Prospectus is dated February 28, 2014
ABOUT THIS PROSPECTUS
This Prospectus is part of a registration statement filed with the Securities and Exchange Commission (the "Commission") using a "shelf"
registration process under the Securities Act of 1933, as amended (the "1933 Act"). Under the shelf process, Alabama Power Company (the
"Company") may sell, in one or more transactions,
·
shares of class A preferred stock (the "Class A Preferred Stock"),
·
shares of preference stock (the "Preference Stock"),
·
senior notes (the "Senior Notes"), or
·
junior subordinated notes (the "Junior Subordinated Notes").
This Prospectus provides a general description of those securities. Each time the Company sells securities, the Company will provide a prospectus
supplement that will contain specific information about the terms of that offering ("Prospectus Supplement"). The Prospectus Supplement may also
add, update or change information contained in this Prospectus. You should read this Prospectus and the applicable Prospectus Supplement
together with the additional information under the heading "Available Information."
RISK FACTORS
Investing in the Company's securities involves risk. Please see the risk factors described in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2013, which is incorporated by reference in this Prospectus. Before making an investment decision, you should
carefully consider these risks as well as other information contained or incorporated by reference in this Prospectus. The risks and uncertainties
described are not the only ones facing the Company. Additional risks and uncertainties not presently known to the Company or that the Company
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APC 2014A Sr Note Final Pro Sup
currently deems immaterial may also impair its business operations, its financial results and the value of its securities.
AVAILABLE INFORMATION
The Company has filed with the Commission a registration statement on Form S-3 (the "Registration Statement," which term encompasses
any amendments to the Registration Statement and exhibits to the Registration Statement) under the 1933 Act. As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all of the information set forth in the Registration Statement and the exhibits and
schedules to the Registration Statement, to which reference is made.
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and in
accordance with the 1934 Act files reports, information statements and other information with the Commission. Such reports and other information
can be inspected and copied at the Public Reference Room of the Commission at 100 F Street, N.E., Washington, D.C. 20549. Information on the
operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. The Commission maintains a website
that contains reports, proxy and information statements and other information regarding registrants including the Company that file electronically
at http://www.sec.gov. In addition, reports and other material concerning the Company can be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, on which Exchange certain of the Company's outstanding securities are listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 has been filed with the Commission pursuant to
the 1934 Act and is incorporated by reference in this Prospectus and made a part of this Prospectus.
All documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the
date of this Prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference in this Prospectus and made a
part of this Prospectus from the date of filing of such documents; provided, however, that the Company is not incorporating any information
furnished under Item 2.02 or 7.01 of any Current Report on Form 8-K unless specifically stated otherwise. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is or is deemed to be
incorporated by reference in this Prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, on
the written or oral request of any such person, a copy of any or all documents incorporated by reference in this Prospectus (other than the
exhibits to such documents unless such exhibits are specifically
2
incorporated by reference in this Prospectus). Such requests should be directed to Ceila H. Shorts, Corporate Secretary, Alabama Power
Company, 600 North 18th Street, Birmingham, Alabama 35291, telephone: (205) 257-2619.
ALABAMA POWER COMPANY
The Company is a corporation organized under the laws of the State of Alabama on November 10, 1927, by the consolidation of the
predecessor Alabama Power Company, Gulf Electric Company and Houston Power Company. The predecessor Alabama Power Company had a
continuous existence since its incorporation in 1906. The principal executive offices of the Company are located at 600 North 18th Street,
Birmingham, Alabama 35291, and the telephone number is (205) 257-1000.
The Company is a wholly-owned subsidiary of The Southern Company. The Company is engaged, within the State of Alabama, in the
generation and purchase of electricity and the transmission, distribution and sale of such electricity at retail in approximately 400 cities and towns
(including Anniston, Birmingham, Gadsden, Mobile, Montgomery and Tuscaloosa), as well as in rural areas, and at wholesale to 14 municipally-
owned electric distribution systems, 11 of which are served indirectly through sales to the Alabama Municipal Electric Authority, and two rural
distributing cooperative associations. The Company owns coal reserves near its Gorgas Steam Electric Generating Plant and uses the output of coal
from the reserves in its generating plants. It also sells, and cooperates with dealers in promoting the sale of, electric appliances.
The Company and one of its affiliates, Georgia Power Company ("GEORGIA"), each own 50% of the outstanding common stock of
Southern Electric Generating Company ("SEGCO"). SEGCO is an operating public utility company that owns electric generating units with an
aggregate capacity of 1,019,680 kilowatts at the Ernest C. Gaston Steam Plant ("Plant Gaston") on the Coosa River near Wilsonville, Alabama. The
Company and GEORGIA are each entitled to one-half of SEGCO's capacity and energy. The Company acts as SEGCO's agent in the operation of
SEGCO's units and furnishes fuel to SEGCO for its units. SEGCO intends to add natural gas as the primary fuel source in 2015 for its generating
units and is constructing, jointly with the Company, the necessary pipeline. SEGCO also owns one 230,000 volt transmission line extending from
Plant Gaston to the Georgia state line.
SELECTED INFORMATION
The following material, which is presented in this Prospectus solely to furnish limited introductory information regarding the Company, has
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