8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)                                                                                     July 25, 2012                                           

Commission File Number	Registrant, State of Incorporation, Address and Telephone Number	I.R.S. Employer Identification No.
1-3526	The Southern Company (A Delaware Corporation) 30 Ivan Allen Jr. Blvd., N.W. Atlanta, Georgia 30308 (404) 506-5000	58-0690070
1-3164	Alabama Power Company (An Alabama Corporation) 600 North 18th Street Birmingham, Alabama 35203 (205) 257-1000	63-0004250
1-6468	Georgia Power Company (A Georgia Corporation) 241 Ralph McGill Boulevard, N.E. Atlanta, Georgia 30308 (404) 506-6526	58-0257110
001-31737	Gulf Power Company (A Florida Corporation) One Energy Place Pensacola, Florida 32520 (850) 444-6111	59-0276810
001-11229	Mississippi Power Company (A Mississippi Corporation) 2992 West Beach Gulfport, Mississippi 39501 (228) 864-1211	64-0205820
333-98553	Southern Power Company (A Delaware Corporation) 30 Ivan Allen Jr. Blvd., N.W. Atlanta, Georgia 30308 (404) 506-5000	58-2598670

The names and addresses of the registrants have not changed since the last report.

This combined Form 8-K is furnished separately by six registrants: The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company and Southern Power Company.  Information contained herein relating to each registrant is furnished by each registrant solely on its own behalf.  Each registrant makes no representation as to information relating to the other registrants.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02                      Results of Operations and Financial Condition

The information in this Current Report on Form 8-K, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section.  Furthermore, such information, including the exhibits attached hereto, shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On July 25, 2012, The Southern Company (“Southern Company”) issued a press release regarding its earnings for the periods ended June 30, 2012.  A copy of this release is being furnished as Exhibit 99.01 to this Current Report on Form 8-K.  In addition, certain additional information regarding the financial results for the three months and six months ended June 30, 2012 is being furnished as Exhibits 99.02 through 99.07 to this Current Report on Form 8-K.

Use of Non-GAAP Financial Measures

Exhibits 99.01, 99.02, 99.03 and 99.04 to this Current Report on Form 8-K, in addition to including earnings and earnings per share in accordance with generally accepted accounting principles (“GAAP”) for the three months and six months ended June 30, 2012, also include earnings and earnings per share for such period excluding an insurance recovery received in June 2012 that related to the March 2009 settlement agreement with MC Asset Recovery, LLC (“MCAR”) to resolve a lawsuit arising out of the 2003 bankruptcy of Mirant Corporation, a Southern Company subsidiary until its April 2001 spin-off.  The insurance recovery related to the MCAR settlement agreement impacted the presentation of earnings and earnings per share for the three months and six months ended June 30, 2012, and similar recoveries are not expected to occur with any regularity as part of Southern Company’s ongoing business activities.  Accordingly, Southern Company believes the presentation of earnings and earnings per share excluding the insurance recovery related to the MCAR settlement agreement is useful to investors because it provides investors with additional information to evaluate the performance of Southern Company’s ongoing business activities.  Southern Company management also uses earnings and earnings per share excluding the insurance recovery related to the settlement agreement with MCAR to evaluate the performance of Southern Company’s ongoing business activities.  The presentation of this additional information is not meant to be considered a substitute for financial measures prepared in accordance with GAAP.

Exhibits

The exhibits hereto contain business segment information for Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company and Southern Power Company.  Accordingly, this report is also being furnished on behalf of each such registrant.

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The following exhibits relate to the periods ended June 30, 2012:

Exhibit 99.01	Press Release.
Exhibit 99.02	Financial Highlights.
Exhibit 99.03	Significant Factors Impacting EPS.
Exhibit 99.04	EPS Earnings Analysis.
Exhibit 99.05	Consolidated Earnings.
Exhibit 99.06	Kilowatt-Hour Sales.
Exhibit 99.07	Financial Overview.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:             July 25, 2012	THE SOUTHERN COMPANY By                         /s/W. Ron Hinson   W. Ron Hinson Comptroller
	ALABAMA POWER COMPANY GEORGIA POWER COMPANY GULF POWER COMPANY MISSISSIPPI POWER COMPANY SOUTHERN POWER COMPANY By                       /s/Melissa K. Caen   Melissa K. Caen Assistant Secretary

- 2 -

EX-99.1

Exhibit 99.01

 News  

Media Contact:          Southern Company Media Relations

404-506-5333 or 1-866-506-5333

www.southerncompany.com

Investor Relations Contact:

Dan Tucker

404-506-5310

dstucker@southernco.com

                                July 25, 2012

Southern Company reports second quarter earnings;

company encouraged by residential customer growth

ATLANTA -- Southern Company today reported second quarter 2012 earnings of $623 million, or 71 cents a share, compared with earnings of $604 million, or 71 cents a share, in the second quarter of 2011.

For the six months ended June 30, 2012, earnings were $991 million, or $1.14 a share, compared with $1.03 billion, or $1.20 a share, for the same period in 2011.

Earnings for the quarter and six months ended June 30, 2012, included 2 cents a share of insurance recovery related to the March 2009 settlement agreement with MC Asset Recovery, LLC (MCAR) to resolve a lawsuit arising out of the 2003 bankruptcy of Mirant Corp., a Southern Company subsidiary until its 2001 spinoff. 

Excluding the impact of the MCAR insurance recovery, Southern Company earned 69 cents a share in the second quarter of 2012, compared with 71 cents a share for the second quarter of 2011. For the first six months of 2012, Southern Company earned $1.12 a share, excluding the impact of the MCAR insurance recovery, compared with $1.20 a share for the same period in 2011.

Second quarter 2012 revenues were $4.18 billion, compared with $4.52 billion for the second quarter of 2011, a 7.5 percent decrease.  Year-to-date 2012 revenues were $7.79 billion, compared with $8.53 billion for the same period a year ago, an 8.8 percent decrease.

Earnings were negatively affected by near-normal weather during the second quarter of 2012, as compared with an unusually warm second quarter in 2011. This effect was partially offset by other retail revenue effects in the company’s traditional business.

Southern Company Chairman, President and CEO Thomas A. Fanning pointed to strong residential customer growth as the latest indicator of a continuing economic recovery in the Southeast. “In the first six months of 2012, our traditional operating companies have already added 20,000 new residential customers -- more than we originally projected for the entire year,” said Fanning. “And with new economic development successes – representing more than 7,200 new jobs announced in just the last three months -- the future continues to look bright for our region.”

Kilowatt-hour sales to retail customers in the Southern Company system's four-state service area decreased 1.9 percent in the second quarter of 2012 compared with the second quarter of 2011. Residential and commercial energy sales – which were affected by warmer-than-normal weather in the second quarter of 2011 -- decreased 4.3 percent and 1.4 percent, respectively.  Industrial energy sales decreased 0.1 percent.

For the year to date, retail sales decreased 3.5 percent compared with the same period a year ago. Residential energy sales decreased 9.1 percent, commercial energy sales decreased 2.2 percent and industrial energy sales increased 0.9 percent.

Total energy sales to customers, including wholesale sales, decreased 3.0 percent in the second quarter of 2012 compared with the second quarter of 2011. For the year to date, total energy sales decreased 5.1 percent compared with the same period a year ago.

Southern Company’s financial analyst call will begin at 1 p.m. Eastern time today, during which Fanning and Chief Financial Officer Art P. Beattie will discuss earnings and provide a general business update. Investors, media and the public may listen to a live webcast of the call and view associated slides at http://investor.southerncompany.com/events.cfm. A replay of the webcast only will be available at the site for 12 months.

Southern Company has also posted on its website detailed financial information on its second quarter performance. These materials are available at www.southerncompany.com.

With 4.4 million customers and more than 43,000 megawatts of generating capacity, Atlanta-based Southern Company (NYSE: SO) is the premier energy company serving the Southeast. A leading U.S. producer of electricity, Southern Company owns electric utilities in four states and a growing competitive generation company, as well as fiber optics and wireless communications. Southern Company brands are known for excellent customer service, high reliability and retail electric prices that are below the national average. Southern Company also is continually ranked among the top utilities in Fortune’s annual World's Most Admired Electric and Gas Utility rankings. Visit our website at www.southerncompany.com.

Cautionary Note Regarding Forward-Looking Statements:Certain information contained in this release is forward-looking information based on current expectations and plans that involve risks and uncertainties. Forward-looking information includes, among other things, statements concerning the economy, job creation and customer growth. Southern Company cautions that there are certain factors that can cause actual results to differ materially from the forward-looking information that has been provided. The reader is cautioned not to put undue reliance on this forward-looking information, which is not a guarantee of future performance and is subject to a number of uncertainties and other factors, many of which are outside the control of Southern Company; accordingly, there can be no assurance that such suggested results will be realized. The following factors, in addition to those discussed in Southern Company’s Annual Report on Form 10-K for the year ended December 31, 2011, and subsequent securities filings, could cause actual results to differ materially from management expectations as suggested by such forward-looking information: the impact of recent and future federal and state regulatory changes, including legislative and regulatory initiatives regarding deregulation and restructuring of the electric utility industry, implementation of the Energy Policy Act of 2005,

environmental laws including regulation of water, coal combustion byproducts, and emissions of sulfur, nitrogen, carbon, soot, particulate matter, hazardous air pollutants, including mercury, and other substances, financial reform legislation, and also changes in tax and other laws and regulations to which Southern Company and its subsidiaries are subject, as well as changes in application of existing laws and regulations; current and future litigation, regulatory investigations, proceedings, or inquiries, including the pending Environmental Protection Agency civil actions against certain Southern Company subsidiaries, Federal Energy Regulatory Commission matters, and Internal Revenue Service and state tax audits; the effects, extent, and timing of the entry of additional competition in the markets in which Southern Company’s subsidiaries operate; variations in demand for electricity, including those relating to weather, the general economy and recovery from the recent recession, population and business growth (and declines), and the effects of energy conservation measures; available sources and costs of fuels; effects of inflation; ability to control costs and avoid cost overruns during the development and construction of facilities; investment performance of Southern Company’s employee benefit plans and nuclear decommissioning trust funds; advances in technology; state and federal rate regulations and the impact of pending and future rate cases and negotiations, including rate actions relating to fuel and other cost recovery mechanisms; regulatory approvals and actions related to the Plant Vogtle expansion, including Georgia Public Service Commission approvals, Nuclear Regulatory Commission actions, and potential U.S. Department of Energy loan guarantees; regulatory approvals and actions related to the Kemper County integrated coal gasification combined cycle facility, including Mississippi Public Service Commission approvals, potential U.S. Department of Energy loan guarantees, the South Mississippi Electric Power Association purchase decision, utilization of investment tax credits, and the outcome of any further proceedings regarding the Mississippi Public Service Commission’s issuance of the certificate of public convenience and necessity; the performance of projects undertaken by the non-utility businesses and the success of efforts to invest in and develop new opportunities; internal restructuring or other restructuring options that may be pursued; potential business strategies, including acquisitions or dispositions of assets or businesses, which cannot be assured to be completed or beneficial to Southern Company or its subsidiaries; the ability of counterparties of Southern Company and its subsidiaries to make payments as and when due and to perform as required; the ability to obtain new short- and long-term contracts with wholesale customers; the direct or indirect effect on Southern Company’s business resulting from terrorist incidents and the threat of terrorist incidents, including cyber intrusion; interest rate fluctuations and financial market conditions and the results of financing efforts, including Southern Company’s and its subsidiaries’ credit ratings; the impacts of any potential U.S. credit rating downgrade or other sovereign financial issues, including impacts on interest rates, access to capital markets, impacts on currency exchange rates, counterparty performance, and the economy in general, as well as potential impacts on the availability or benefits of proposed U.S. Department of Energy loan guarantees; the ability of Southern Company and its subsidiaries to obtain additional generating capacity at competitive prices; catastrophic events such as fires, earthquakes, explosions, floods, hurricanes, droughts, pandemic health events such as influenzas, or other similar occurrences; the direct or indirect effects on Southern Company’s business resulting from incidents affecting the U.S. electric grid or operation of generating resources; and the effect of accounting pronouncements issued periodically by standard setting bodies. Southern Company expressly disclaims any obligation to update any forward-looking information.

# # #

EX-99.2

Exhibit 99.02

 Southern Company

 Financial Highlights

 (In Millions of Dollars Except Earnings Per Share)

	Three Months Ended June				Year-to-Date June
		2012		2011		2012		2011
Consolidated Earnings–As Reported
(See Notes)
Traditional Operating Companies	$	549	$	559	$	889	$	943
Southern Power		47		45		76		82
Total		596		604		965		1,025
Parent Company and Other		27		-		26		1
Net Income–As Reported	$	623	$	604	$	991	$	1,026
Basic Earnings Per Share	$	0.71	$	0.71	$	1.14	$	1.20
Average Shares Outstanding (in millions)		872		855		870		851
End of Period Shares Outstanding (in millions)						875		858
	Three Months Ended June				Year-to-Date June
		2012		2011		2012		2011
Consolidated Earnings–Excluding Items
(See Notes)
Net Income–As Reported	$	623	$	604	$	991	$	1,026
MC Asset Recovery Insurance Settlement, net		(21)		-		(21)		-
Net Income–Excluding Items	$	602	$	604	$	970	$	1,026
Basic Earnings Per Share–Excluding Items	$	0.69	$	0.71	$	1.12	$	1.20

Notes
-	For the three months and six months ended June 30, 2012 and 2011, dilution does not change basic earnings per share by more than 1 cent and is not material.
-	In March 2009, Southern Company recorded a charge related to a settlement agreement with MC Asset Recovery, LLC (MCAR) to settle a lawsuit.  Southern Company filed an insurance claim for a portion of the MCAR settlement amount.  In June 2012, Southern Company received an insurance recovery related to this claim.  Earnings for the three months and six months ended June 30, 2012 include 2 cents a share for the MCAR insurance recovery.
-	Certain prior year data has been reclassified to conform with current year presentation.
-	All figures in this earnings release are preliminary and remain subject to the completion of normal quarter-end accounting procedures and adjustments, which could result in changes to these preliminary results.  In addition, certain classifications and rounding may be different from final results published in the Form 10-Q.

EX-99.3

Exhibit 99.03

 Southern Company

Significant Factors Impacting EPS

	Three Months Ended June					Year-to-Date June
		2012	2011		Change		2012	2011		Change
Consolidated Earnings Per Share–
As Reported (See Notes)		$0.71	$0.71	$	0.00		$1.14	$1.20	$	(0.06)
Significant Factors:
Traditional Operating Companies					(0.01)					(0.06)
Southern Power					-					(0.01)
Parent Company and Other					0.03					0.03
Additional Shares					(0.02)					(0.02)
Total–As Reported				$	0.00				$	(0.06)
	Three Months Ended June					Year-to-Date June
		2012	2011		Change		2012	2011		Change
Consolidated Earnings Per Share–
Excluding Items (See Notes)		$0.69	$0.71	$	(0.02)		$1.12	$1.20	$	(0.08)
Total–As Reported					0.00					(0.06)
MC Asset Recovery Insurance Settlement					(0.02)					(0.02)
Total–Excluding Items				$	(0.02)				$	(0.08)

Notes
-	For the three months and six months ended June 30, 2012 and 2011, dilution does not change basic earnings per share by more than 1 cent and is not material.
-	In March 2009, Southern Company recorded a charge related to a settlement agreement with MC Asset Recovery, LLC (MCAR) to settle a lawsuit.  Southern Company filed an insurance claim for a portion of the MCAR settlement amount.  In June 2012, Southern Company received an insurance recovery related to this claim.  Earnings for the three months and six months ended June 30, 2012 include 2 cents a share for the MCAR insurance recovery.
-	Certain prior year data has been reclassified to conform with current year presentation.
-	All figures in this earnings release are preliminary and remain subject to the completion of normal quarter-end accounting procedures and adjustments, which could result in changes to these preliminary results.  In addition, certain classifications and rounding may be different from final results published in the Form 10-Q.

EX-99.4

Exhibit 99.04

Southern Company

EPS Earnings Analysis

Three Months Ended June 2012

Cents	Description
2¢	Retail Sales
5	Retail Revenue Impacts
(6)	Weather
(2)	Non-Fuel O&M
(1)	Depreciation and Amortization
(1)	Interest Expense
2	Income Taxes
(1)¢	Total Traditional Operating Companies
1	Parent and Other (excluding the MC Asset Recovery Insurance Settlement)
(2)	Increase in Shares
(2)¢	Total Change in QTD EPS (x-Items)
2	MC Asset Recovery Insurance Settlement
0¢	Total Change in QTD EPS (As Reported)

Notes
-	In March 2009, Southern Company recorded a charge related to a settlement agreement with MC Asset Recovery, LLC (MCAR) to settle a lawsuit.  Southern Company filed an insurance claim for a portion of the MCAR settlement amount.  In June 2012, Southern Company received an insurance recovery related to this claim.  Earnings for the three months and six months ended June 30, 2012 include 2 cents a share for the MCAR insurance recovery.
-	All figures in this earnings release are preliminary and remain subject to the completion of normal quarter-end accounting procedures and adjustments, which could result in changes to these preliminary results.  In addition, certain classifications and rounding may be different from final results published in the Form 10-Q.

EX-99.5

Exhibit 99.05

 Southern Company

 Consolidated Earnings

 (In Millions of Dollars)

		Three Months Ended June						Year-to-Date June
		2012		2011		Change		2012		2011		Change
Income Account-
Retail Revenues-
Fuel	$	1,230	$	1,491	$	(261)	$	2,265	$	2,794	$	(529)
Non-Fuel		2,367		2,351		16		4,424		4,444		(20)
Wholesale Revenues		415		507		(92)		764		956		(192)
Other Electric Revenues		154		154		0		302		303		(1)
Non-regulated Operating Revenues		15		18		(3)		30		36		(6)
Total Revenues		4,181		4,521		(340)		7,785		8,533		(748)
Fuel and Purchased Power		1,440		1,818		(378)		2,645		3,394		(749)
Non-fuel O & M		944		910		34		1,911		1,854		57
MC Asset Recovery Insurance Settlement		(19)		0		(19)		(19)		0		(19)
Depreciation and Amortization		445		430		15		886		848		38
Taxes Other Than Income Taxes		228		227		1		453		447		6
Total Operating Expenses		3,038		3,385		(347)		5,876		6,543		(667)
Operating Income		1,143		1,136		7		1,909		1,990		(81)
Allowance for Equity Funds Used During Construction		32		36		(4)		63		71		(8)
Interest Expense, Net of Amounts Capitalized		220		199		21		431		421		10
Other Income (Expense), net		13		(4)		17		11		(2)		13
Income Taxes		329		349		(20)		529		580		(51)
Net Income		639		620		19		1,023		1,058		(35)
Dividends on Preferred and Preference Stock of Subsidiaries		16		16		0		32		32		0
NET INCOME AFTER DIVIDENDS ON PREFERRED
AND PREFERENCE STOCK (See Notes)	$	623	$	604	$	19	$	991	$	1,026	$	(35)

Notes
-	Certain prior year data has been reclassified to conform with current year presentation.
-	All figures in this earnings release are preliminary and remain subject to the completion of normal quarter-end accounting procedures and adjustments, which could result in changes to these preliminary results.  In addition, certain classifications and rounding may be different from final results published in the Form 10-Q.

EX-99.6

Exhibit 99.06

 Southern Company

 Kilowatt-Hour Sales

 (In Millions of KWHs)

	Three Months Ended June				Year-to-Date June
				Weather				Weather
				Adjusted				Adjusted
As Reported (See Notes)	2012	2011	Change	Change	2012	2011	Change	Change
Kilowatt-Hour Sales-
Total Sales	46,964	48,393	-3.0%		88,488	93,198	-5.1%
Total Retail Sales-	39,550	40,329	-1.9%	1.0%	75,808	78,549	-3.5%	0.7%
Residential	12,431	12,996	-4.3%	2.1%	23,835	26,215	-9.1%	1.3%
Commercial	13,744	13,938	-1.4%	1.2%	25,702	26,272	-2.2%	0.0%
Industrial	13,146	13,160	-0.1%	-0.1%	25,812	25,590	0.9%	0.9%
Other	229	235	-2.7%	-2.3%	459	472	-2.8%	-2.2%
Total Wholesale Sales	7,414	8,064	-8.1%	N/A	12,680	14,649	-13.4%	N/A

Notes
-	Certain prior year data has been reclassified to conform with current year presentation.
-	All figures in this earnings release are preliminary and remain subject to the completion of normal quarter-end accounting procedures and adjustments, which could result in changes to these preliminary results.  In addition, certain classifications and rounding may be different from final results published in the Form 10-Q.

EX-99.7

Exhibit 99.07

 Southern Company

 Financial Overview

 (In Millions of Dollars)

	Three Months Ended June				Year-to-Date June
		2012	2011	% Change		2012	2011	% Change
Consolidated –
Operating Revenues		$4,181	$4,521	-7.5%		$7,785	$8,533	-8.8%
Earnings Before Income Taxes		968	969	-0.1%		1,552	1,638	-5.3%
Net Income Available to Common		623	604	3.3%		991	1,026	-3.4%
Alabama Power –
Operating Revenues		$1,377	$1,440	-4.4%		$2,593	$2,760	-6.1%
Earnings Before Income Taxes		321	331	-3.0%		541	589	-8.1%
Net Income Available to Common		185	190	-2.6%		311	342	-9.1%
Georgia Power –
Operating Revenues		$2,020	$2,265	-10.8%		$3,765	$4,254	-11.5%
Earnings Before Income Taxes		452	483	-6.4%		715	804	-11.1%
Net Income Available to Common		295	309	-4.5%		462	515	-10.3%
Gulf Power –
Operating Revenues		$370	$399	-7.3%		$686	$724	-5.2%
Earnings Before Income Taxes		59	55	6.5%		93	75	23.3%
Net Income Available to Common		35	33	4.8%		56	45	23.5%
Mississippi Power –
Operating Revenues		$266	$286	-7.0%		$495	$549	-9.9%
Earnings Before Income Taxes		48	38	24.5%		82	61	35.2%
Net Income Available to Common		35	25	38.5%		60	40	51.1%
Southern Power –
Operating Revenues		$286	$305	-6.4%		$539	$587	-8.1%
Earnings Before Income Taxes		76	69	10.4%		119	127	-6.8%
Net Income Available to Common		47	45	4.5%		76	82	-7.8%

Notes
-	Certain prior year data has been reclassified to conform with current year presentation.
-	All figures in this earnings release are preliminary and remain subject to the completion of normal quarter-end accounting procedures and adjustments, which could result in changes to these preliminary results.  In addition, certain classifications and rounding may be different from final results published in the Form 10-Q.