TY 2013 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations)

Do not enter Social Security numbers on this form as it may be made public. By law, the IRS

generally cannot redact the information on the form.

Information about Form 990 and its instructions is at www.IRS.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

A For the 2013 calendar year, or tax year beginning 01-01-2013 , 2013, and ending 12-31-2013

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
SOUTH MISSISSIPPI ELECTRIC POWER ASSOCIATION

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
PO BOX 15849

Room/suite

City or town, state or province, country, and ZIP or foreign postal code
HATTIESBURG, MS394045849

D Employer identification number

64-0367992

E Telephone number

G Gross receipts $ 811,232,168

F Name and address of principal officer:
JAMES COMPTON
PO BOX 15849
HATTIESBURG,MS394045849

Tax-exempt status: 501(c)(3) 501(c) ( 12 ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

HTTP://WWW.SMEPA.COOP/

H(a)

Is this a group return for
subordinates? Yes No

H(b)

Are all subordinates
included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1941

M State of legal domicile: MS

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: PROVIDE AND TRANSMIT THROUGH GENERATION AND PURCHASE OF ELECTRICITY, WHOLESALE ELECTRICITY TO 11 MEMBER OWNED COOPERATIVES, EACH SERVING RETAIL CONSUMERS.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	22
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	22
5	Total number of individuals employed in calendar year 2013 (Part V, line 2a) ......	5	407
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	771,844,531	811,175,098
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	24,344	49,052
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	771,868,875	811,224,150
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	70,000	87,500
14	Benefits paid to or for members (Part IX, column (A), line 4).....	42,513,099	32,292,000
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	35,224,299	42,082,114
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	694,061,477	736,762,536
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	771,868,875	811,224,150
19	Revenue less expenses. Subtract line 18 from line 12.......	0	0
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	1,893,954,393	1,914,787,418
21	Total liabilities (Part X, line 26).............	1,613,716,025	1,602,257,050
22	Net assets or fund balances. Subtract line 21 from line 20.....	280,238,368	312,530,368

Part II

Signature Block

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ............YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2013)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response or note to any line in this Part III ..............

Briefly describe the organization’s mission: PROVIDE AND TRANSMIT THROUGH GENERATION AND PURCHASE OF ELECTRICITY, WHOLESALE ELECTRICITY TO 11 MEMBER OWNER COOPERATIVES, EACH SERVING RETAIL CONSUMERS.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ...................... Yes No

If "Yes," describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................ Yes No

If "Yes," describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	PROVIDE AFFORDABLE AND RELIABLE ELECTRIC ENERGY TO MEMBER COOPERATIVES. THE 11 MEMBER COOPERATIVES PROVIDE SERVICE TO APPROXIMATELY 415,000 METERS IN MISSISSIPPI. SOUTH MISSISSIPPI ELECTRIC AND THE 11 MEMBER SYSTEMS ARE CONSUMER-OWNED, NON-PROFIT BUSINESSES. DURING 2013 SOUTH MISSISSIPPI ELECTRIC PROVIDED MEMBER SYSTEMS WITH 10,166,882 MWH OF ENERGY.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses

Form 990 (2013)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A........................

Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? ...

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes," complete Schedule C, Part I..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part II........

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If "Yes," complete Schedule C,
Part III............................

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes," complete Schedule D, Part I Click to see attachment

........................

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If "Yes," complete Schedule D, Part II Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes," complete Schedule D, Part III Click to see attachment

....................

Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes," complete Schedule D, Part IV Click to see attachment

..............

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If "Yes," complete Schedule D, Part V Click to see attachment

......

If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.

Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If "Yes," complete Schedule D, Part VI. Click to see attachment

...................

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VII Click to see attachment

.......

11b

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIII Click to see attachment

.......

11c

Yes

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part IX Click to see attachment

............

11d

Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part X Click to see attachment

11e

Yes

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, Part X Click to see attachment

.........................

11f

12a

Did the organization obtain separate, independent audited financial statements for the tax year?
If "Yes," complete Schedule D, Parts XI and XII Click to see attachment

.................

12a

Yes

Was the organization included in consolidated, independent audited financial statements for the tax year? If "Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment

12b

Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E....

14a

Did the organization maintain an office, employees, or agents outside of the United States?.....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If “Yes,” complete Schedule F, Parts II and IV

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If “Yes,” complete Schedule F, Parts III and IV...

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If "Yes," complete Schedule G, Part I (see instructions)....

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If "Yes," complete Schedule G, Part II............

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes," complete Schedule G, Part III...................

20a

Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H....

20a

If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

Form 990 (2013)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants or other assistance to any domestic organization or government on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II... Click to see attachment

Yes

Did the organization report more than $5,000 of grants or other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........ Click to see attachment

Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete Schedule J....................... Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25a................

24a

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I........

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If "Yes," complete Schedule L, Part I...................

25b

Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payables to any current or former officers, directors, trustees, key employees, highest compensated employees, or disqualified persons? If so, complete Schedule L, Part II....................

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part III.........

Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV ..........................

28a

A family member of a current or former officer, director, trustee, or key employee? If "Yes,"
complete Schedule L, Part IV.....................

28b

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If "Yes," complete Schedule L, Part IV...

28c

Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M..

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M.............

Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If "Yes," complete Schedule R, Part I........

Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Part II, III, or IV, and Part V, line 1........................

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If "Yes," complete Schedule R, Part V, line 2...

35b

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If "Yes," complete Schedule R, Part V, line 2.............

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VI

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2013)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response or note to any line in this Part V ..............

Yes

Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................

407

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)

Yes

Did the organization have unrelated business gross income of $1,000 or more during the year?...

If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................

If "Yes," enter the name of the foreign country: MediumBullet

See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If "Yes," to line 5a or 5b, did the organization file Form 8886-T? ............

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...

If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

If "Yes," did the organization notify the donor of the value of the goods or services provided?.....

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If "Yes," indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................

Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?..........

Did the organization make a distribution to a donor, donor advisor, or related person?.......

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

781,597,429

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........

11b

29,577,668

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If "Yes," enter the amount of tax-exempt interest received or accrued during the year. ....................

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.

13a

Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....

13b

Enter the amount of reserves on hand ............

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O..

14b

Form 990 (2013)

Page 6

Part VI

Governance, Management, and Disclosure For each "Yes" response to lines 2 through 7b below, and for a "No" response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response or note to any line in this Part VI ..............

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year .....................

If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

Enter the number of voting members included in line 1a, above, who are independent ...................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Yes

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Yes

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................

Yes

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If "Yes," provide the names and addresses in Schedule O.......

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?

10b

11a

Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................

11a

Yes

Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....

12a

Did the organization have a written conflict of interest policy? If "No," go to line 13.......

12a

Yes

Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule O how this was done.......................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

Did the organization have a written document retention and destruction policy? .........

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request Other (explain in Schedule O)

Describe in Schedule O whether (and if so, how) the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBullet

RAYMOND HALEY7037 HWY 49 NHATTIESBURGMS39401 (601) 268-2083

Form 990 (2013)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response or note to any line in this Part VII ..............

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) BILLY BERRY........................................................................ DIRECTOR	5.60 .......................	X		23,200	0	0
(2) ROY C GRAFE........................................................................ DIRECTOR	5.00 .......................	X		23,200	0	0
(3) WILLIAM H HARDIN........................................................................ DIRECTOR	5.00 .......................		X	22,400	0	0
(4) HARVEY LEE HEDEGAARD........................................................................ DIRECTOR	5.00 .......................	X		24,000	0	0
(5) KEITH W HURT........................................................................ DIRECTOR	8.40 .......................	X		24,800	0	0
(6) DON JORDAN........................................................................ DIRECTOR	10.40 .......................		X	26,400	0	0
(7) WA KENDRICK........................................................................ DIRECTOR	3.60 .......................	X		23,200	0	0
(8) GREG KITCHENS........................................................................ DIRECTOR	2.90 .......................	X		19,200	0	0
(9) MACK MAULDIN........................................................................ DIRECTOR	3.20 .......................		X	24,800	0	0
(10) PERCY MCCAA........................................................................ DIRECTOR	5.90 .......................	X		26,400	0	0
(11) JOHN W MOSLEY........................................................................ DIRECTOR	6.90 .......................	X		24,000	0	0
(12) BOB OCCHI........................................................................ DIRECTOR	3.00 .......................	X		23,200	0	0
(13) GORDON REDD JR........................................................................ DIRECTOR	3.10 .......................	X		22,400	0	0
(14) JOHN B REED........................................................................ DIRECTOR	5.90 .......................	X		19,200	0	0
(15) RW ROBERTSON........................................................................ DIRECTOR	3.30 .......................	X		24,800	0	0
(16) CH SHELTON........................................................................ DIRECTOR	4.50 .......................	X		16,000	0	0
(17) JERRY LAMAR SISCO........................................................................ DIRECTOR	4.20 .......................	X		23,200	0	0

Form 990 (2013)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)				(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) RANDY SMITH........................................................................ DIRECTOR	2.80 .......................	X				27,200	0	0
(19) WILLIAM D SMITH........................................................................ DIRECTOR	8.70 .......................	X				24,800	0	0
(20) LOUIS S THOMPSON........................................................................ DIRECTOR	4.40 .......................	X				22,400	0	0
(21) RANDY WALLACE........................................................................ DIRECTOR	5.20 .......................	X				24,000	0	0
(22) HENRY C WATERER JR........................................................................ DIRECTOR	12.40 .......................		X			37,600	0	0
(23) RON WHITE........................................................................ DIRECTOR	2.60 .......................	X				8,800	0	0
(24) JAMES COMPTON........................................................................ GENERAL MANAGER/CEO	52.00 .......................		X			620,304	0	111,303
(25) RAYMOND HALEY........................................................................ CHIEF FINANCIAL OFFICER	48.00 .......................		X			325,868	0	98,284
(26) MARCUS WARE........................................................................ ASST. GENERAL MANAGER	50.00 .......................			X		340,130	0	105,794
(27) NATHAN BROWN........................................................................ CHIEF OPERATING OFFICER	50.00 .......................			X		346,306	0	109,540
(28) TERRY LEE........................................................................ CHIEF ENGIN OFFICER/ASST GEN'L MGR	45.60 .......................			X		250,802	0	158,086
(29) BRAD WOLFE........................................................................ CHIEF POWER DELIVERY OFFICER	43.00 .......................			X		223,965	0	68,915
(30) JEFF BOWMAN........................................................................ CHIEF LEGAL & COMMUNICATIONS OFFICER	45.00 .......................				X	303,361	0	14,889
(31) BRAD EDWARDS........................................................................ DIRECTOR, GENERATION RESOU	52.00 .......................				X	240,831	0	79,472
(32) KEN THORP........................................................................ PLANT SUPERINTENDENT	50.00 .......................				X	186,793	0	2,901
(33) ROGER SMITH........................................................................ DIRECTOR OF WHOLESALE SERVICES	45.00 .......................				X	172,677	0	107,593
(34) CHARLES STUART........................................................................ PLANT SUPERINTENDENT	42.00 .......................				X	154,890	0	54,858

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	3,701,127	0	911,635

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If "Yes," complete Schedule J for such individual ..............

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If "Yes," complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If "Yes," complete Schedule J for such person ........

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation
GULF EQUIPMENT CORP5540 BUSINESS PARKWAYTHEODOREAL36582	MICROWAVE COMM. NETWORK	8,209,264
BURNS AND MCDONNELL ENGINEERING9400 WARD PARKWAYKANSAS CITYMO64114	ENGINEERING & CAP. PROJ. MGT	4,674,174
GENERAL ELECTRIC4200 WILDWOOD PARKWAYATLANTAGA30339	GENERATING PLANT PARTS & MAINTENANCE	3,464,185
HARPER ELECTRIC CONSTRUCTION909 BY PASS WESTANDALUSIAAL36420	TRANSMISSION LINE CONST.	3,134,399
SIEMENS ENERGY4400 ALAFAYA TRAILORLANDOFL32826	GENERATING PLANT PARTS & MAINTENANCE	2,298,201
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 74

Form 990 (2013)

Page 9

Part VIII

Statement of Revenue

Check if Schedule O contains a response or note to any line in this Part VIII .............

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......
			Business Code
2a	REVENUE FROM MEMEBERS		221000	781,597,430	781,597,430
b	REVENUE FROM NON-MEMBERS		221000	20,369,281	20,369,281
c	PROGRAM RELATED INVESTMENTS		221000	9,030,219	9,030,219
d	BYPRODUCT SALES & ROYALTIES		221000	178,168	178,168
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			811,175,098
3	Investment income (including dividends, interest, and other similar amounts).......
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory		57,070
b	Less: cost or other basis and sales expenses		8,018
c	Gain or (loss)		49,052
d	Net gain or (loss)..........			49,052	49,052
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See Instructions......			811,224,150	811,224,150	0	0

Form 990 (2013)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response or note to any line in this Part IX ...............

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	87,500
2	Grants and other assistance to individuals in the United States. See Part IV, line 22
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16
4	Benefits paid to or for members	32,292,000
5	Compensation of current officers, directors, trustees, and key employees ....	3,078,992
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages	27,428,123
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	4,966,624
9	Other employee benefits .......	3,996,745
10	Payroll taxes ...........	2,611,630
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	117,092
c	Accounting ...........	225,293
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	113,930
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	324,631
12	Advertising and promotion ....	60,650
13	Office expenses .......	2,601,242
14	Information technology ......	538,860
15	Royalties ..
16	Occupancy ...........
17	Travel ............	447,507
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....
20	Interest ...........	50,649,116
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	67,268,247
23	Insurance ..............	5,090,378
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	PURCH. POWER FOR RESALE	370,264,441
b	COAL, NAT. GAS, NUCLEAR	165,520,125
c	GENERATION PLANT OPERAT	37,934,115
d	TRANSMISSION SYS. OPERA	28,180,278
e	All other expenses	7,426,631
25	Total functional expenses. Add lines 1 through 24e	811,224,150
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2013)

Page 11


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			19,479,282	1	18,155,166
2	Savings and temporary cash investments .........			2,684,384	2	1,428,748
3	Pledges and grants receivable, net ...........				3
4	Accounts receivable, net .............			64,512,604	4	72,204,389
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
					6
7	Notes and loans receivable, net .............				7
8	Inventories for sale or use ..............			97,205,836	8	94,391,835
9	Prepaid expenses and deferred charges ..........			70,598,245	9	60,740,092
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	2,235,532,697
b	Less: accumulated depreciation .....	10b	818,289,518	1,415,588,771	10c	1,417,243,179
11	Investments—publicly traded securities ..........				11
12	Investments—other securities. See Part IV, line 11 .....				12
13	Investments—program-related. See Part IV, line 11 .....			223,696,338	13	250,514,051
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			188,933	15	109,958
16	Total assets. Add lines 1 through 15 (must equal line 34)......			1,893,954,393	16	1,914,787,418
17	Accounts payable and accrued expenses .........			68,209,945	17	69,780,101
18	Grants payable .................				18
19	Deferred revenue ................				19
20	Tax-exempt bond liabilities .............			51,125,000	20	46,215,000
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..			856,839,441	23	928,911,607
24	Unsecured notes and loans payable to unrelated third parties ....			451,562,000	24	350,523,897
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			185,979,639	25	206,826,445
26	Total liabilities. Add lines 17 through 25.........			1,613,716,025	26	1,602,257,050
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............				27
28	Temporarily restricted net assets ...........				28
29	Permanently restricted net assets ...........				29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........			0	30	0
31	Paid-in or capital surplus, or land, building or equipment fund .....			0	31	0
32	Retained earnings, endowment, accumulated income, or other funds			280,238,368	32	312,530,368
33	Total net assets or fund balances ...........			280,238,368	33	312,530,368
34	Total liabilities and net assets/fund balances ........			1,893,954,393	34	1,914,787,418

Form 990 (2013)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response or note to any line in this Part XI ..............

Total revenue (must equal Part VIII, column (A), line 12) ............

811,224,150

Total expenses (must equal Part IX, column (A), line 25) ............

811,224,150

Revenue less expenses. Subtract line 2 from line 1 ..............

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..

280,238,368

Net unrealized gains (losses) on investments ...............

Donated services and use of facilities .................

Investment expenses .....................

Prior period adjustments .....................

Other changes in net assets or fund balances (explain in Schedule O) ........

32,292,000

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))

312,530,368

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response or note to any line in this Part XII .............

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

Were the organization’s financial statements audited by an independent accountant?

Yes

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If "Yes," to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?

Yes

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?

Yes

If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits.

Yes

Form 990 (2013)

Form 990, Special Condition Description:

Special Condition Description

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions. SchDMd Bullet

Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

SOUTH MISSISSIPPI ELECTRIC POWER ASSOCIATION

Employer identification number

64-0367992

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) .....
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2013

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....
b	Contributions ........
c	Net investment earnings, gains, and losses
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	36,564,660		36,564,660
b	Buildings ................	298,049,683	157,901,842	140,147,841
c	Leasehold improvements ............	1,398,711	928,547	470,164
d	Equipment ................	1,721,954,148	588,963,240	1,132,990,908
e	Other .................	177,565,495	70,495,889	107,069,606
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				1,417,243,179

Schedule D (Form 990) 2013

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment	(b) Book value	(c) Method of valuation: Cost or end-of-year market value
(1) MISSISSIPPI POWER CO. KEMPER PROJECT DEPOSIT	179,071,221	C
(2) CAPITAL STOCK	1,426,162	C
(3) CAPITAL TERM CERTIFICATES	6,248,939	C
(4) ECONOMIC DEVELOP.PROJECTS	2,726,071	C
(5) DEBT SERVICE RESERVE FUND	4,849,380	C
(6) NUCLEAR DECOMMISS. TRUST	52,450,655	F
(7) OTHER	3,741,623	C


Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)	250,514,051

Part IX

Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes
DEFINED MEDICAL PLAN FOR RETIREES		7,751,800
NUCLEAR DECOMMISS. OBLIGATION (ARO)		68,461,893
DEFERRED CREDITS GAS HEDGES		6,249,750
DEFERRED CREDITS POWER COST ADJUSTMENT		12,641,916
DEFERRED CREDIT CAPITAL LEASE DISSOLVED		1,276,100
DEFERRED CREDIT ECONOMIC DEVELOPMENT GRANTS		3,772,270
DEFERRED CREDIT CLEAN AIR ALLOWANCES UTILIZED		546,309
POWER SUPPLY DEVELOPMENT FUND		25,000,000
DEFERRED CREDIT MEDICAL INSURANCE CONTRIBUTIONS		2,341,883
DEFERRED INTEREST INCOME-MISSISSIPPI POWER COMPANY KEMPER PROJECT DEPOSIT		17,166,000
MEMBER ENERGY PREPAYMENTS		54,167,491
UNREALIZED GAIN NUCLEAR DECOMMISSIONING TRUST		7,427,941
UNREALIZED LOSS FINANCIAL TRANSMISSION RIGHTS		23,092
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		206,826,445
2. Liability for uncertain tax positions In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII ..................................................

Schedule D (Form 990) 2013

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	802,144,879
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................			2e	0
3	Subtract line 2e from line 1.....................			3	802,144,879
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b	9,079,271
c	Add lines 4a and 4b.......................			4c	9,079,271
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	811,224,150

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........			1	769,852,879
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d......................			2e	0
3	Subtract line 2e from line 1.....................			3	769,852,879
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b	41,371,271
c	Add lines 4a and 4b.......................			4c	41,371,271
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	811,224,150

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
PART XI, LINE 4B - OTHER ADJUSTMENTS:	INCLUDED ON SUPPLEMENTAL INFORMATION
PART XII, LINE 4B - OTHER ADJUSTMENTS:	INCLUDED ON SUPPLEMENTAL INFORMATION
SCHEDULE D, PAGE 4, PART XI, LINE 4B:	$49,052 NET GAIN ON DISPOSITION OF ASSETS INCLUDED AS REVENUE ON FORM 990. THIS GAIN IS REFLECTED AS A "CONTRA EXPENSE" IN AUDITED FINANCIALS. INTEREST INCOME & PATRONAGE CAPITAL OF $9,030,219 IS INCLUDED AS REVENUE ON FORM 990. THE AMOUNT IS SHOWN AS A SEPARATE LINE ITEM IN THE AUDITED FINANCIALS BELOW THE OPERATING MARGIN SECTION.
SCHEDULE D, PAGE 4, PART XII, LINE 4B:	$49,052 NET GAIN ON DISPOSITION OF ASSETS INCLUDED AS REVENUE ON FORM 990. THIS GAIN IS REFLECTED AS A "CONTRA EXPENSE" IN AUDITED FINANCIALS. INTEREST INCOME & PATRONAGE CAPITAL OF $9,030,219 IS INCLUDED AS REVENUE ON FORM 990. THE AMOUNT IS SHOWN AS A SEPARATE LINE IN THE AUDITED FINANCIALS BELOW THE OPERATING MARGIN SECTION EFFECTIVELY REDUCING EXPENSES. 2013 NET MARGIN OF $32,292,000 IS REFLECTED AS EXPENSE ON THE FORM 990 SINCE THE MARGIN IS ALLOCATED TO THE 11 MEMBERS AS PATRONAGE CAPITAL, THOUGH NO PAYMENT WAS MADE TO THE MEMBERS IN 2013 FOR THIS ALLOCATED PATRONAGE CAPITAL.

Schedule D (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990
lBullet

Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization
SOUTH MISSISSIPPI ELECTRIC POWER ASSOCIATION

Employer identification number
64-0367992

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) UNIV OF AL HUNTSVILLE FOUNDATION 301 SPARKMAN DR HUNTSVILLE,AL35899	64-6048099	501(C)(3)	57,500	RESEARCH & SCIENCE
(2) EPA OF MS AAL PO BOX 3300 RIDGELAND,MS39158	64-0200697	501(C)(6)	5,000	COBANK MATCHING GRANT
(3) EPA OF MS AAL PO BOX 3300 RIDGELAND,MS39158	64-0200697	501(C)(6)	5,000	HATTIESBURG TORNADO RELIEF
(4) COMPETITIVE EDGE 1 CONVENTION CENTER PLAZA HATTIESBURG,MS39401	20-5162135	501(C)(3)	10,000	ECONOMIC DEVELOPMENT
(5) AREA DEVELOPMENT PARTNERSHIP PO BOX 751 HATTIESBURG,MS39043	64-0219645	501(C)(12)	10,000	MEGASITE - ECONOMIC DEVELOPMENT

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2013

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Return Reference	Explanation
PART I, LINE 2:	THE SOUTH MISSISSIPPI ELECTRIC POWER ASSOCIATION BOARD OF DIRECTORS EVALUATES REQUESTS, SUBSEQUENT TO SCREENING BY MEMBER SYSTEM BOARD OF DIRECTORS, FOR PROJECTS THAT WILL ENHANCE OR STIMULATE ECONOMIC GROWTH IN MEMBER SYSTEM AREAS. THE SOUTH MISSISSIPPI ELECTRIC POWER ASSOCIATION BOARD APPROVES THESE REQUESTS PRIOR TO DISBURSEMENT.
PART II - ITEM 5:	SOUTH MISSISSIPPI ELECTRIC POWER ASSOCIATION ISSUED PAYMENT TO PEARL RIVER VALLEY ELECTRIC POWER ASSOCIATION, A MEMBER DISTRIBUTION COOPERATIVE. PEARL RIVER VALLEY ELECTRIC POWER ASSOCIATION IN TURN ISSUED PAYMENT TO THE ENTITIES DENOTED IN COLUMN 1(A). EIN, ADDRESS, AND IRC SECTION REPORTED IN PART II ARE THOSE FOR PEARL RIVER VALLEY ELECTRIC POWER ASSOCIATION.

Schedule I (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

SOUTH MISSISSIPPI ELECTRIC POWER ASSOCIATION

Employer identification number

64-0367992

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Yes

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2013

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1)JAMES COMPTONGENERAL MANAGER/CEO	(i) (ii)	555,699 0	62,204 0	2,401 0	96,131 0	15,172 0	731,607 0	0 0
(2)RAYMOND HALEYCHIEF FINANCIAL OFFICER	(i) (ii)	310,372 0	11,131 0	4,365 0	84,218 0	14,066 0	424,152 0	0 0
(3)MARCUS WAREASST. GENERAL MANAGER	(i) (ii)	327,973 0	11,132 0	1,025 0	90,948 0	14,846 0	445,924 0	0 0
(4)NATHAN BROWNCHIEF OPERATING OFFICER	(i) (ii)	330,532 0	11,923 0	3,851 0	95,267 0	14,273 0	455,846 0	0 0
(5)TERRY LEECHIEF ENGIN OFFICER/ASST GEN'L MGR	(i) (ii)	237,825 0	8,422 0	4,555 0	144,628 0	13,458 0	408,888 0	0 0
(6)BRAD WOLFECHIEF POWER DELIVERY OFFICER	(i) (ii)	212,744 0	7,908 0	3,313 0	55,542 0	13,373 0	292,880 0	0 0
(7)JEFF BOWMANCHIEF LEGAL & COMMUNICATIONS OFFICER	(i) (ii)	285,311 0	10,920 0	7,130 0	0 0	14,889 0	318,250 0	0 0
(8)BRAD EDWARDSDIRECTOR, GENERATION RESOU	(i) (ii)	217,206 0	18,417 0	5,208 0	65,665 0	13,807 0	320,303 0	0 0
(9)KEN THORPPLANT SUPERINTENDENT	(i) (ii)	171,162 0	13,419 0	2,212 0	0 0	2,901 0	189,694 0	0 0
(10)ROGER SMITHDIRECTOR OF WHOLESALE SERVICES	(i) (ii)	163,796 0	5,118 0	3,763 0	94,737 0	12,856 0	280,270 0	0 0
(11)CHARLES STUARTPLANT SUPERINTENDENT	(i) (ii)	148,766 0	4,591 0	1,533 0	42,277 0	12,581 0	209,748 0	0 0

Schedule J (Form 990) 2013

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Return Reference	Explanation

Schedule J (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

SOUTH MISSISSIPPI ELECTRIC POWER ASSOCIATION

Employer identification number

64-0367992

Return Reference	Explanation
FORM 990, PART VI, SECTION A, LINE 2	THE BOARD OF DIRECTORS OF SOUTH MISSISSIPPI ELECTRIC POWER ASSOCIATION CONSISTS OF 2 DIRECTORS FROM EACH OF THE 11 MEMBER NONPROFIT DISTRIBUTION COOPERATIVES THAT OWN SOUTH MISSISSIPPI ELECTRIC POWER FOR A TOTAL OF 22 DIRECTORS. ONE OF 2 DIRECTORS SERVING ON SOUTH MISSISSIPPI ELECTRIC POWER ASSOCIATION'S BOARD OF DIRECTORS IS THE GENERAL MANAGER OF THE MEMBER COOPERATIVE AND THE OTHER IS A DIRECTOR SERVING ON THE BOARD OF DIRECTORS OF THE MEMBER COOPERATIVE. THUS THE GENERAL MANAGER AND DIRECTOR FROM EACH MEMBER COOPERATIVE HAVE A BUSINESS RELATIONSHIP WITH EACH OTHER WHILE SERVING AS DIRECTORS FOR SOUTH MISSISSIPPI ELECTRIC POWER ASSOCIATION.
FORM 990, PART VI, SECTION A, LINE 6	SEE RESPONSE TO PART VI SECTION A QUESTION 2 ABOVE.
FORM 990, PART VI, SECTION A, LINE 7A	SEE RESPONSE TO PART VI SECTION A QUESTION 2 ABOVE.
FORM 990, PART VI, SECTION B, LINE 11	A COPY OF THE 2013 FORM 990 WAS REVIEWED WITH THE AUDIT COMMITTEE AND REPORTED TO THE BOARD OF DIRECTORS. ON THE AUDIT COMMITTEE'S RECOMMENDATION, THE BOARD AUTHORIZED THE EXECUTION AND FILING OF THE RETURN.
FORM 990, PART VI, SECTION B, LINE 12C	CONFLICT OF INTEREST POLICY ENFORCEMENT - DIRECTORS, OFFICERS, AND KEY EMPLOYEES ANNUALLY COMPLETE, AND SIGN, A QUESTIONNAIRE RELATIVE TO INDEPENDENCE, BUSINESS RELATIONSHIPS, ETC.
FORM 990, PART VI, SECTION B, LINE 15	A SALARY SURVEY WAS CONDUCTED IN 2012 BY AN INDEPENDENT ENTITY. FIVE SIMILARLY SIZED GENERATION AND TRANSMISSION COOPERATIVES WERE SURVEYED. THE FOLLOWING POSITIONS WERE SURVEYED: GENERAL MANAGER/CEO, ASSISTANT GENERAL MANAGER, CHIEF ENGINEERING OFFICER, CHIEF FINANCIAL OFFICER, CHIEF OF TRANSMISSION, AND CHIEF OPERATING OFFICER. THE BOARD OF DIRECTORS WAS PROVIDED THE SALARY SURVEY RESULTS. THE BOARD DETERMINES THE SALARY FOR THE GENERAL MANAGER/CEO. THE GENERAL MANAGER/CEO UTILIZED THE SURVEY FOR KEY EMPLOYEES. ADDITIONALLY, THE GENERAL MANAGER/CEO ADVISES THE BOARD OF AVERAGE ANNUAL SALARY INCREASE AS PART OF THE ANNUAL BUDGET APPROVAL PROCESS. APPROVAL OF THE ANNUAL BUDGET IS DOCUMENTED IN BOARD MINUTES.
FORM 990, PART VI, SECTION C, LINE 19	RECEPTIONISTS HAVE BEEN INFORMED THAT THE FORM 990 WILL BE MADE AVAILABLE. A FORM IS UTILIZED FOR PARTIES REQUESTING A COPY OF THE FORM 990. THIS FORM ADVISES REQUESTING PARTIES THAT PHOTOCOPIES WILL BE MADE AVAILABLE UPON RECEIPT OF COPYING FEES (ALSO SPECIFIED IN THE REQUEST FORM). FINANCIAL STATEMENTS ARE AVAILABLE ON THE ORGANIZATION'S WEBSITE.
FORM 990, PART XI, LINE 9:	OTHER CHANGES IN NET ASSETS 32,292,000.
PART XII, LINE 2C	THERE WERE NO CHANGES IN THESE PROCESS FOR THE 2013 TAX YEAR
FORM 990, PART XI, LINE 9 - OTHER CHANGE IN ASSET OR FUND BALANCE	EXCESS OF REVENUES OVER EXPENSES, OR NET MARGIN, IS ALLOCATED TO THE 11 MEMBER COOPERATIVES BASED ON SALES. THIS IS ONLY AN ALLOCATION OF PATRONAGE CAPITAL. NO ACTUAL PAYMENT IS MADE TO THE MEMBERS. THIS ALLOCATION OF PATRONAGE CAPITAL IS SHOWN AS A FUNCTIONAL EXPENSE IN PART IX, NUMBER 4, PER FORM 990 INSTRUCTIONS EFFECTIVE FOR 2012 REPORTING. SOUTH MISSISSIPPI ELECTRIC POWER ASSOCIATION DOES NOT INCLUDE THIS ALLOCATION OF PATRONAGE CAPITAL AS AN EXPENSE FOR FINANCIAL REPORTING.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2013

Additional Data

Software ID:
Software Version: