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)    April 24, 2013

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 Boulevard 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 2.02Results 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 April 24, 2013, The Southern Company (“Southern Company”) issued a press release regarding its earnings for the three months ended March 31, 2013. 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 ended March 31, 2013 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 ended March 31, 2013, also include earnings and earnings per share for such period excluding (1) a charge for an estimated probable loss relating to Mississippi Power Company's construction of the integrated coal gasification combined cycle facility in Kemper County, Mississippi and (2) a charge related to the restructuring of a leveraged lease investment that was completed on March 1, 2013. These charges significantly impacted the presentation of earnings and earnings per share for the three months ended March 31, 2013, and similar charges 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 these charges, 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 effect of these charges, 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.

The following exhibits relate to the three months ended March 31, 2013:

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: April 24, 2013	THE SOUTHERN COMPANY By /s/Ann P. Daiss       Ann P. Daiss      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

EX-99.01

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

April 24, 2013

Southern Company reports first quarter earnings

ATLANTA -- Southern Company today reported first quarter 2013 earnings of $81 million, or 9 cents a share, compared with earnings of $368 million, or 42 cents a share, in the first quarter of 2012.

The first quarter results include two charges against earnings - a $333 million (38 cents per share) after-tax charge related to an increased construction estimate for Mississippi Power's Kemper County project and a $16 million (2 cents per share) after-tax charge related to the restructuring of a leveraged lease investment. Excluding these items, Southern Company earned $430 million, or 49 cents a share, during the first quarter of 2013.

The revised construction cost estimate reflects the company's current analysis of the cost to complete the Kemper project and the related recognition of charges to income. The company's analysis is ongoing and will continue throughout the project's construction phase.

“In keeping with our commitment to customers, Southern Company will fully absorb the increased costs related to the Kemper project,” said Thomas A. Fanning, Southern Company chairman, president and chief executive officer. “This decision enables us to maintain our commitment to the Mississippi Public Service Commission under the settlement agreement, while retaining the benefits of 21^st century coal for customers.”

Mississippi Power does not intend to amend its recent regulatory filings for a seven-year rate plan, which do not reflect these new estimates.

Elsewhere, earnings were positively influenced by closer-to-normal weather in the first quarter of 2013 compared to the first quarter of 2012, as well as retail revenue effects at some of Southern Company's traditional operating companies.

“We continue to see positive signs of emerging economic growth in the Southeast, albeit at a slow pace,” said Fanning. “Activity in our economic development pipeline remains robust, and housing-related

manufacturing segments are beginning to strengthen as well. These developments bode well for the recovery of our region and the future of our business.”

First quarter 2013 operating revenues were $3.9 billion, compared with $3.6 billion for the same period in 2012, an increase of 8.1 percent.

Kilowatt-hour sales to retail customers in Southern Company's four-state service area increased 2.3 percent in the first quarter of 2013 compared with the first quarter of 2012. Residential and commercial energy sales increased 8.3 percent and 1.2 percent, respectively, while industrial energy sales decreased 2.1 percent.

Total energy sales to Southern Company's customers in the Southeast, including wholesale sales, increased 4.9 percent in the first quarter of 2013 compared with the same period in 2012.

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 first quarter performance. These materials are available at www.southerncompany.com.

With 4.4 million customers and nearly 46,000 megawatts of generating capacity, Atlanta-based Southern Company (NYSE: SO) is the premier energy company serving the Southeast through its subsidiaries. A leading U.S. producer of clean, safe, reliable and affordable 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 energy innovation, excellent customer service, high reliability and retail electric prices that are below the national average. Southern Company and its subsidiaries are leading the nation's nuclear renaissance through the construction of the first new nuclear units to be built in a generation of Americans and are demonstrating their commitment to energy innovation through the development of a state-of-the-art coal gasification plant. Southern Company has been recognized by the U.S. Department of Defense and G.I. Jobs magazine as a top military employer and listed by DiversityInc as a top company for Blacks. The company received the 2012 Edison Award from the Edison Electric Institute for its leadership in new nuclear development, was namedElectric Light & Power magazine's Utility of the Year for 2012 and 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, customer growth and the Company's future financial performance. 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, 2012, 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, 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), the effects of energy conservation measures, and any potential economic impacts resulting from federal fiscal decisions; available sources and costs of fuels; effects of inflation; ability to control costs and avoid cost overruns during the development and construction of facilities, including the development and construction of facilities with designs that have not been finalized or previously constructed, to construct facilities in accordance with the requirements of permits and licenses, and to satisfy any operational and environmental performance standards, including the requirements of tax credits and other incentives; investment performance of Southern Company's employee benefit plans and the Southern Company system's 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 legislative actions related to the Kemper County project, including Mississippi Public Service Commission approvals and legislation relating to cost recovery for the Kemper County project, the ability to complete the proposed sale of an undivided interest in the Kemper County project to the South Mississippi Electric Power Association as contemplated by Mississippi Power's proposed rate recovery plan, satisfaction of requirements to utilize investment tax credits and grants, and the outcome of any proceedings regarding the Mississippi Public Service Commission's issuance of the certificate of public convenience and necessity for the Kemper County project; the inherent risks involved in operating and constructing nuclear generating facilities, including environmental, health, regulatory, natural disaster, terrorism, and financial risks; 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 the Southern Company system'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 the Southern Company system'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-99.02

Exhibit 99.02
Southern Company
Financial Highlights
(In Millions of Dollars Except Earnings Per Share)
	Three Months Ended March
	2013			2012
Consolidated Earnings–As Reported
(See Notes)
Traditional Operating Companies	$	66		$	340
Southern Power	29			29
Total	95			369
Parent Company and Other	(14		)	(1		)
Net Income–As Reported	$	81		$	368
Basic Earnings Per Share	$	0.09		$	0.42
Average Shares Outstanding (in millions)	870			868
End of Period Shares Outstanding (in millions)	871			869
	Three Months Ended March
	2013			2012
Consolidated Earnings–Excluding Items
(See Notes)
Net Income–As Reported	$	81		$	368
Estimated Loss on Kemper IGCC	333			—
Leveraged Lease Restructure	16			—
Net Income–Excluding Items	$	430		$	368
Basic Earnings Per Share–Excluding Items	$	0.49		$	0.42
Notes
- For the three months ended March 31, 2013 and 2012, dilution does not change basic earnings per share by more than 1 cent and is not material.
- The charge for an estimated probable loss relating to Mississippi Power Company's construction of the integrated coal gasification combined cycle facility in Kemper County, Mississippi (Kemper IGCC) and the charge related to the restructuring of a leveraged lease investment that was completed on March 1, 2013 significantly impacted the presentation of earnings and earnings per share for the three months ended March 31, 2013, and similar charges are not expected to occur with any regularity in the future.
- 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-99.03

Exhibit 99.03
Southern Company
Significant Factors Impacting EPS
	Three Months Ended March
	2013		2012		Change
Consolidated Earnings Per Share–
As Reported (See Notes)	$	0.09	$	0.42	$	(0.33	)
Significant Factors:
Traditional Operating Companies					(0.31		)
Parent Company and Other					(0.02		)
Total–As Reported					$	(0.33	)
	Three Months Ended March
	2013		2012		Change
Consolidated Earnings Per Share–
Excluding Items (See Notes)	$	0.49	$	0.42	$	0.07
Total–As Reported					(0.33		)
Estimated Loss on Kemper IGCC					0.38
Leveraged Lease Restructure					0.02
Total–Excluding Items					$	0.07
Notes
- For the three months ended March 31, 2013 and 2012, dilution does not change basic earnings per share by more than 1 cent and is not material.
- The charge for an estimated probable loss relating to Mississippi Power Company's construction of the integrated coal gasification combined cycle facility in Kemper County, Mississippi (Kemper IGCC) and the charge related to the restructuring of a leveraged lease investment that was completed on March 1, 2013 significantly impacted the presentation of earnings and earnings per share for the three months ended March 31, 2013, and similar charges are not expected to occur with any regularity in the future.
- 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-99.04

Exhibit 99.04
Southern Company
EPS Earnings Analysis
Three Months Ended March 2013
Cents	Description
(1)¢	Retail Sales
4	Retail Revenue Impacts
5	Weather
1	Other Operating Revenues
(1)	Non-Fuel O&M
1	Purchased Power Capacity Expense
(1)	Depreciation and Amortization
(1)	Taxes Other Than Income Taxes
1	Other Income and Deductions
(1)	Income Taxes
7¢	Total Change in EPS (x-items)
(38)	Estimated Loss on Kemper IGCC
(2)	Leveraged Lease Restructure
(33)¢	Total Change in EPS (As Reported)
Notes
- The charge for an estimated probable loss relating to Mississippi Power Company's construction of the integrated coal gasification combined cycle facility in Kemper County, Mississippi (Kemper IGCC) and the charge related to the restructuring of a leveraged lease investment that was completed on March 1, 2013 significantly impacted the presentation of earnings and earnings per share for the three months ended March 31, 2013, and similar charges are not expected to occur with any regularity in the future.
- 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-99.05

Exhibit 99.05
Southern Company
Consolidated Earnings
(In Millions of Dollars)
	Three Months Ended March
	2013			2012			Change
Income Account-
Retail Revenues-
Fuel	$	1,137		$	1,035		$	102
Non-Fuel	2,161			2,057			104
Wholesale Revenues	432			349			83
Other Electric Revenues	155			148			7
Non-regulated Operating Revenues	12			15			(3		)
Total Revenues	3,897			3,604			293
Fuel and Purchased Power	1,357			1,205			152
Non-fuel O & M	974			967			7
Depreciation and Amortization	466			441			25
Taxes Other Than Income Taxes	235			225			10
Estimated Loss on Kemper IGCC	540			—			540
Total Operating Expenses	3,572			2,838			734
Operating Income	325			766			(441		)
Allowance for Equity Funds Used During Construction	41			31			10
Leveraged Lease Income (Loss)	(21		)	6			(27		)
Interest Expense, Net of Amounts Capitalized	211			211			—
Other Income (Expense), net	(6		)	(8		)	2
Income Taxes	31			200			(169		)
Net Income	97			384			(287		)
Dividends on Preferred and Preference Stock of Subsidiaries	16			16			—
NET INCOME AFTER DIVIDENDS ON PREFERRED AND PREFERENCE STOCK (See Notes)	$	81		$	368		$	(287	)
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-99.06

Exhibit 99.06
Southern Company
Kilowatt-Hour Sales
(In Millions of KWHs)
	Three Months Ended March
As Reported (See Notes)	2013	2012	Change		Weather Adjusted Change*
Kilowatt-Hour Sales-
Total Sales	43,570	41,524	4.9	%
Total Retail Sales-	37,075	36,258	2.3	%	(0.9	)%
Residential	12,346	11,404	8.3	%	(0.9	)%
Commercial	12,101	11,957	1.2	%	0.4	%
Industrial	12,399	12,667	(2.1	)%	(2.1	)%
Other	229	230	(0.4	)%	(0.7	)%
Total Wholesale Sales	6,495	5,266	23.3	%	N/A
Notes
* Also reflects reclassification of January 2012 KWH sales among customer classes consistent with actual advanced meter data. Use of actual advanced meter data was implemented during the first quarter of 2012.
- 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-99.07

Exhibit 99.07
Southern Company
Financial Overview
(In Millions of Dollars)
	Three Months Ended March
	2013			2012		% Change
Consolidated –
Operating Revenues	$	3,897		$	3,604	8.1	%
Earnings Before Income Taxes	128			584		(78.1	)%
Net Income Available to Common	81			368		(78.0	)%
Alabama Power –
Operating Revenues	$	1,308		$	1,216	7.6	%
Earnings Before Income Taxes	248			220		12.7	%
Net Income Available to Common	141			126		11.9	%
Georgia Power –
Operating Revenues	$	1,882		$	1,745	7.9	%
Earnings Before Income Taxes	325			263		23.6	%
Net Income Available to Common	197			167		18.0	%
Gulf Power –
Operating Revenues	$	326		$	316	3.2	%
Earnings Before Income Taxes	37			34		10.2	%
Net Income Available to Common	22			21		5.4	%
Mississippi Power –
Operating Revenues	$	246		$	229	7.5	%
Earnings Before Income Taxes	(493		)	34		N/M
Net Income Available to Common	(294		)	25		N/M
Southern Power –
Operating Revenues	$	303		$	254	19.4	%
Earnings Before Income Taxes	44			43		3.0	%
Net Income Available to Common	29			29		(0.4	)%
N/M - not meaningful
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.