| Issuer: | Alabama Power Company |
| Format: | SEC Registered |
| Security: | Series 2015A 3.750% Senior Notes due March 1, 2045 |
| Expected Ratings:* | A1(Stable)/A (Negative)/A+ (Stable) (Moody’s/Standard & Poor’s/Fitch) |
| Trade Date: | April 9, 2015 |
| Expected Settlement Date: | April 14, 2015 (T+3) |
| Size: | $175,000,000 (Reopening of $550,000,000 of Series 2015A 3.750% Senior Notes due March 1, 2045 issued on March 11, 2015) |
| Maturity Date: | March 1, 2045 |
| Interest Payment Dates: | March 1 and September 1 of each year, beginning September 1, 2015 |
| Coupon: | 3.750% |
| Initial Public Offering Price: | 101.051% plus accrued interest from March 11, 2015 |
| Benchmark Treasury: | 3.000% due November 15, 2044 |
| Benchmark Treasury Yield: | 2.591% |
| Spread to Benchmark Treasury: | +110 basis points |
| Re-Offer Yield: | 3.691% |
| Optional Redemption: | |
Make-Whole Call: Par Call: | Prior to September 1, 2044 at T+20 basis points On or after September 1, 2044 at 100% |
| CUSIP/ISIN: | 010392FM5/US010392FM53 |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. J.P. Morgan Securities LLC Scotia Capital (USA) Inc. Wells Fargo Securities, LLC |
| Co-Managers: | BB&T Capital Markets, a division of BB&T Securities, LLC Commerz Markets LLC Regions Securities LLC Mischler Financial Group, Inc. Samuel A. Ramirez & Company, Inc. |
| Concurrent Offering: | $250,000,000 of Alabama Power Company’s Series 2015B 2.800% Senior Notes due April 1, 2025, expected to be issued on April 14, 2015. The closing of the offering of the additional Series 2015A Senior Notes is not contingent on the closing of the concurrent offering. |
