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)    October 30, 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 2.02 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 October 30, 2013, The Southern Company (“Southern Company”) issued a press release regarding its earnings for the periods ended September 30, 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 month and nine month periods ended September 30, 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 month and nine month periods ended September 30, 2013, also include earnings and earnings per share (1) for the three month and nine month periods ended September 30, 2013 excluding charges for estimated probable losses relating to Mississippi Power Company’s construction of the integrated coal gasification combined cycle facility in Kemper County, Mississippi, (2) for the nine month period ended September 30, 2012 excluding an insurance recovery received in June 2012 that related to the March 2009 settlement agreement with MC Asset Recovery, LLC, and (3) for the nine month period ended September 30, 2013 excluding a charge related to the restructuring of a leveraged lease investment that was completed in March 2013. These charges and the insurance recovery significantly impacted the presentation of earnings and earnings per share for the respective periods. Similar charges and the insurance recoveries are not expected to occur with any regularity as part of Southern Company’s ongoing business activities, although it is possible such charges could recur. Southern Company believes the presentation of earnings and earnings per share, excluding these charges and the insurance recovery, 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 and the insurance recovery, 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 periods ended September 30, 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: October 30, 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

- 2 -

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
		October 30, 2013

Southern Company reports third quarter earnings

ATLANTA - Southern Company today reported third quarter 2013 earnings of $852 million, or 97 cents per share, compared with earnings of $976 million, or $1.11 per share, in the third quarter of 2012.

For the nine months ended Sept. 30, 2013, Southern Company’s earnings were $1.23 billion, or $1.41 per share, compared with earnings of $1.97 billion, or $2.26 per share, for the same period a year ago.

Earnings for the three months and nine months ended Sept. 30, 2013, include after-tax charges of $93 million (11 cents per share) and $704 million (81 cents per share), respectively, related to increased cost estimates for the construction of Mississippi Power’s Kemper County project. Earnings for the nine months ended Sept. 30, 2013, also include a $16 million (2 cents per share) after-tax charge related to the restructuring of a leveraged lease investment. Earnings for the nine months ended Sept. 30, 2012, include $21 million (2 cents per share) of insurance recovery related to the March 2009 litigation settlement agreement with MC Asset Recovery, LLC.

Excluding these items, Southern Company earned $945 million, or $1.08 per share, in the third quarter of 2013, compared with earnings of $976 million, or $1.11 per share, during the third quarter of 2012.

For the first nine months of both 2013 and 2012, excluding these items, Southern Company earned $1.95 billion, or $2.24 per share. 

Earnings were negatively influenced by cooler-than-normal temperatures and unusually heavy rainfall in the third quarter of 2013 compared with the third quarter of 2012.

“During the past quarter, our service territory experienced its highest level of rainfall in nearly 100 years,” said Thomas A. Fanning, Southern Company chairman, president and CEO. “At the same time, cooler temperatures prevailed across our territory. For instance, in metro Atlanta - where we would normally expect to see more than 100 hours of summer temperatures above 90 degrees - we only saw one such hour. This unique combination of circumstances resulted in one of the mildest southeastern summers in the last 20 years.”

Third quarter 2013 operating revenues were $5.02 billion, compared with $5.05 billion for the same period in 2012, a decrease of 0.6 percent. Year-to-date 2013 revenues were $13.16 billion, compared with $12.83 billion for the same period in 2012, a 2.5 percent increase.

Kilowatt-hour sales to retail customers in Southern Company's four-state service area decreased 1.5 percent in the third quarter of 2013 compared with the third quarter of 2012. Residential and commercial energy sales decreased 5.3 percent and 1.3 percent, respectively, while industrial energy sales increased 2.6 percent.

For the year to date, retail sales decreased 0.9 percent compared with the same period in 2012. Residential and commercial energy sales decreased 1.4 percent and 1.5 percent, respectively, while industrial energy sales increased 0.4 percent.

Total energy sales to Southern Company’s customers in the Southeast, including wholesale sales, decreased 2.9 percent in the third quarter of 2013 compared with the same period in 2012. For the year to date, total energy sales decreased 1.2 percent 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 third 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.

# # #

EX-99.02

Exhibit 99.02
Southern Company
Financial Highlights
(In Millions of Dollars Except Earnings Per Share)
	Three Months Ended September				Year-to-Date September
	2013		2012		2013			2012
Consolidated Earnings–As Reported
(See Notes)
Traditional Operating Companies	$	766	$	908	$	1,100		$	1,797
Southern Power	85		68		142			144
Total	851		976		1,242			1,941
Parent Company and Other	1		—		(12		)	26
Net Income–As Reported	$	852	$	976	$	1,230		$	1,967
Basic Earnings Per Share	$	0.97	$	1.11	$	1.41		$	2.26
Average Shares Outstanding (in millions)	878		876		874			872
End of Period Shares Outstanding (in millions)					882			875
	Three Months Ended September				Year-to-Date September
	2013		2012		2013			2012
Consolidated Earnings–Excluding Items
(See Notes)
Net Income–As Reported	$	852	$	976	$	1,230		$	1,967
Estimated Loss on Kemper IGCC	93		—		704			—
Leveraged Lease Restructure	—		—		16			—
MC Asset Recovery Insurance Settlement, net	—		—		—			(21		)
Net Income–Excluding Items	$	945	$	976	$	1,950		$	1,946
Basic Earnings Per Share–Excluding Items	$	1.08	$	1.11	$	2.24		$	2.24
Notes
- For the three months ended September 30, 2013 and 2012, dilution does not change basic earnings per share by more than 1 cent and is not material. For the nine months ended September 30, 2013 and 2012, dilution does not change basic earnings per share by more than 3 cents and is not material.
- The estimated probable losses relating to Mississippi Power Company's construction of the integrated coal gasification combined cycle facility in Kemper County, Mississippi (Kemper IGCC) significantly impacted the presentation of earnings and earnings per share for the three and nine months ended September 30, 2013 and similar charges are not expected to occur with any regularity in the future, although it is possible such charges could recur.
-The charge related to the restructuring of a leveraged lease investment that was completed on March 1, 2013 impacted the presentation of earnings and earnings per share for the nine months ended September 30, 2013 and similar charges are not expected to occur with any regularity in the future.
- Earnings for the nine months ended September 30, 2012 include an insurance settlement related to the March 2009 litigation settlement with MC Asset Recovery, LLC and similar insurance recoveries 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 September							Year-to-Date September
	2013		2012		Change			2013		2012		Change
Consolidated Earnings Per Share–
As Reported (See Notes)	$	0.97	$	1.11	$	(0.14	)	$	1.41	$	2.26	$	(0.85	)
Significant Factors:
Traditional Operating Companies					(0.16		)					(0.80		)
Southern Power					0.02							—
Parent Company and Other					—							(0.04		)
Increase in Shares					—							(0.01		)
Total–As Reported					$	(0.14	)					$	(0.85	)
	Three Months Ended September							Year-to-Date September
	2013		2012		Change			2013		2012		Change
Consolidated Earnings Per Share–
Excluding Items (See Notes)	$	1.08	$	1.11	$	(0.03	)	$	2.24	$	2.24	$	—
Total–As Reported					(0.14		)					(0.85		)
Estimated Loss on Kemper IGCC					0.11							0.81
Leveraged Lease Restructure					—							0.02
MC Asset Recovery Insurance Settlement					—							0.02
Total–Excluding Items					$	(0.03	)					$	—
Notes
- For the three months ended September 30, 2013 and 2012, dilution does not change basic earnings per share by more than 1 cent and is not material. For the nine months ended September 30, 2013 and 2012, dilution does not change basic earnings per share by more than 3 cents and is not material.
- The estimated probable losses relating to Mississippi Power Company's construction of the integrated coal gasification combined cycle facility in Kemper County, Mississippi (Kemper IGCC) significantly impacted the presentation of earnings and earnings per share for the three and nine months ended September 30, 2013 and similar charges are not expected to occur with any regularity in the future, although it is possible such charges could recur.
-The charge related to the restructuring of a leveraged lease investment that was completed on March 1, 2013 impacted the presentation of earnings and earnings per share for the nine months ended September 30, 2013 and similar charges are not expected to occur with any regularity in the future.
- Earnings for the nine months ended September 30, 2012 include an insurance settlement related to the March 2009 litigation settlement with MC Asset Recovery, LLC and similar insurance recoveries 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 September 2013
Cents	Description
1¢	Retail Sales
2	Retail Revenue Impacts
(7)	Weather
(2)	Non-Fuel O&M
(2)	Depreciation and Amortization
2	Other Income and Deductions
1	Interest Expense
(5)¢	Total Traditional Operating Companies
2	Southern Power
(3)¢	Total Change in QTD EPS (x-Items)
(11)	Estimated Loss on Kemper IGCC
(14)¢	Total Change in QTD EPS (As Reported)
Notes
- The estimated probable loss relating to Mississippi Power Company's construction of the integrated coal gasification combined cycle facility in Kemper County, Mississippi (Kemper IGCC) significantly impacted the presentation of earnings and earnings per share for the three months ended September 30, 2013 and similar charges are not expected to occur with any regularity in the future, although it is possible such charges could recur.
- 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
As Reported
(In Millions of Dollars)
	Three Months Ended September									Year-to-Date September
	2013			2012			Change			2013			2012			Change
Income Account-
Retail Revenues-
Fuel	$	1,435		$	1,445		$	(10	)	$	3,830		$	3,709		$	121
Non-Fuel	2,884			2,934			(50		)	7,407			7,359			48
Wholesale Revenues	520			497			23			1,406			1,261			145
Other Electric Revenues	166			157			9			477			459			18
Non-regulated Operating Revenues	12			16			(4		)	40			46			(6		)
Total Revenues	5,017			5,049			(32		)	13,160			12,834			326
Fuel and Purchased Power	1,725			1,717			8			4,583			4,362			221
Non-fuel O & M	928			906			22			2,849			2,817			32
MC Asset Recovery Insurance Settlement	—			—			—			—			(19		)	19
Depreciation and Amortization	480			449			31			1,422			1,335			87
Taxes Other Than Income Taxes	243			237			6			710			690			20
Estimated Loss on Kemper IGCC	150			—			150			1,140			—			1,140
Total Operating Expenses	3,526			3,309			217			10,704			9,185			1,519
Operating Income	1,491			1,740			(249		)	2,456			3,649			(1,193		)
Allowance for Equity Funds Used During Construction	53			39			14			139			102			37
Leveraged Lease Income (Loss)	5			5			—			(11		)	16			(27		)
Interest Expense, Net of Amounts Capitalized	202			218			(16		)	628			649			(21		)
Other Income (Expense), net	(10		)	(4		)	(6		)	(20		)	(4		)	(16		)
Income Taxes	468			569			(101		)	657			1,098			(441		)
Net Income	869			993			(124		)	1,279			2,016			(737		)
Dividends on Preferred and Preference Stock of Subsidiaries	17			17			—			49			49			—
NET INCOME AFTER DIVIDENDS ON PREFERRED AND PREFERENCE STOCK	$	852		$	976		$	(124	)	$	1,230		$	1,967		$	(737	)
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 September						Year-to-Date September
As Reported (See Notes)	2013	2012	Change		Weather Adjusted Change		2013	2012	Change		Weather Adjusted Change*
Kilowatt-Hour Sales-
Total Sales	51,040	52,586	(2.9	)%			139,418	141,074	(1.2	)%
Total Retail Sales-	43,454	44,137	(1.5	)%	1.0	%	118,922	119,945	(0.9	)%	(0.1	)%
Residential	14,653	15,479	(5.3	)%	(0.3	)%	38,770	39,315	(1.4	)%	(0.5	)%
Commercial	14,836	15,032	(1.3	)%	1.1	%	40,108	40,734	(1.5	)%	—	%
Industrial	13,738	13,394	2.6	%	2.6	%	39,363	39,206	0.4	%	0.4	%
Other	227	232	(1.9	)%	(1.6	)%	681	690	(1.4	)%	(1.4	)%
Total Wholesale Sales	7,586	8,449	(10.2	)%	N/A		20,496	21,129	(3.0	)%	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.

EX-99.07

Exhibit 99.07
Southern Company
Financial Overview
As Reported
(In Millions of Dollars)
	Three Months Ended September							Year-to-Date September
	2013			2012		% Change		2013			2012		% Change
Consolidated –
Operating Revenues	$	5,017		$	5,049	(0.6	)%	$	13,160		$	12,834	2.5	%
Earnings Before Income Taxes	1,337			1,562		(14.4	)%	1,936			3,114		(37.8	)%
Net Income Available to Common	852			976		(12.7	)%	1,230			1,967		(37.5	)%
Alabama Power –
Operating Revenues	$	1,604		$	1,637	(2.0	)%	$	4,304		$	4,230	1.7	%
Earnings Before Income Taxes	442			474		(6.8	)%	992			1,015		(2.3	)%
Net Income Available to Common	258			280		(7.9	)%	572			591		(3.2	)%
Georgia Power –
Operating Revenues	$	2,484		$	2,498	(0.6	)%	$	6,408		$	6,263	2.3	%
Earnings Before Income Taxes	790			843		(6.3	)%	1,579			1,558		1.3	%
Net Income Available to Common	487			525		(7.2	)%	966			987		(2.1	)%
Gulf Power –
Operating Revenues	$	399		$	422	(5.3	)%	$	1,097		$	1,108	(1.0	)%
Earnings Before Income Taxes	75			80		(5.7	)%	168			172		(2.7	)%
Net Income Available to Common	45			48		(6.3	)%	99			103		(4.1	)%
Mississippi Power –
Operating Revenues	$	325		$	305	6.5	%	$	878		$	800	9.7	%
Earnings Before Income Taxes	(56		)	77		N/M		(843		)	159		N/M
Net Income Available to Common	(24		)	55		N/M		(490		)	115		N/M
Southern Power –
Operating Revenues	$	365		$	355	2.8	%	$	975		$	894	9.0	%
Earnings Before Income Taxes	103			102		1.2	%	180			220		(18.4	)%
Net Income Available to Common	85			68		24.5	%	142			144		(1.4	)%
N/M - not meaningful
Notes
- Mississippi Power Company restated its 2012 financial statements to reflect a pre-tax charge to income for the estimated probable loss on Kemper IGCC of $78 million ($48 million after tax) in 2012. Southern Company evaluated the portion of the estimated probable loss related to 2012 and concluded it was not material to Southern Company. Therefore, Southern Company reflected the pre-tax charge to income for this portion of the estimated probable loss related to 2012 in the first quarter 2013.
- 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.