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 30, 2014

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 April 30, 2014, The Southern Company (“Southern Company”) issued a press release regarding its earnings for the three months ended March 31, 2014. 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, 2014 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, 2014 and 2013, also include earnings and earnings per share (1) for the three months ended March 31, 2014 and 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 (“Kemper IGCC”) and (2) for the three months ended March 31, 2013 excluding a charge related to the restructuring of a leveraged lease investment that was completed in March 2013. These charges significantly impacted the presentation of earnings and earnings per share for the three months ended March 31, 2014 and 2013. Leveraged lease charges are not expected to occur with any regularity as part of Southern Company’s ongoing business activities, and any charges similar to the Kemper IGCC charges are items that may occur with uncertain frequency in the future. 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.

- 1 -

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, 2014:

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 30, 2014	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 866-506-5333
	www.southerncompany.com
Investor Relations Contact:
	Dan Tucker
	404-506-5310
	dstucker@southernco.com
		April 30, 2014

Southern Company reports first quarter earnings

ATLANTA - Southern Company today reported first quarter 2014 earnings of $351 million, or 39 cents per share, compared with earnings of $81 million, or 9 cents per share, in the first quarter of 2013.

The first quarter results include a $235million (27 cents per share) after-tax charge related to an increased construction estimate for Mississippi Power's Kemper integrated gasification combined cycle (IGCC) project. The first quarter results for 2013 included a $333 million (38 cents per share) after-tax charge for the Kemper IGCC 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 $586 million, or 66 cents per share, during the first quarter of 2014 compared to $430 million, or 49 cents per share, in the first quarter of 2013.

Earnings were positively influenced by colder-than-normal winter weather, residential and industrial sales growth and retail revenue effects at all four of Southern Company's traditional operating companies.

“Winter storms contributed to the Southeast’s coldest January in 20 years, driving energy demand and demonstrating the resilience of our system and the commitment of our employees,” said Southern Company Chairman, President and Chief Executive Officer Thomas A. Fanning. “Our thanks go out to the many dedicated crews who restored power under the most challenging of circumstances.”

Severe weather contributed to natural gas price volatility during the first quarter of 2014. Fanning noted that Southern Company leveraged the diversity of its generating fleet throughout the quarter to deliver more than $100 million in fuel cost savings to customers.

First quarter 2014 operating revenues were $4.6 billion, compared with $3.9 billion for the same period in 2013, an increase of 19.2 percent.

Kilowatt-hour sales to retail customers in Southern Company's four-state service area increased 7.1 percent in the first quarter of 2014 compared with the first quarter of 2013. Residential energy sales increased 14.8 percent, commercial sales increased 3.7 percent and industrial sales increased 2.8 percent.

Fanning added, “We are encouraged by continued residential customer growth and 10 straight months of increased industrial usage.”

Total energy sales to Southern Company's customers in the Southeast, including wholesale sales, increased 9.7 percent in the first quarter of 2014 compared with the same period in 2013.

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, listed by DiversityInc as a top company for Blacks and designated a 2013 Top Employer for Hispanics by Hispanic Network. The company received the Edison Award from the Edison Electric Institute for its leadership in new nuclear development, was named Electric 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. 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, 2013, 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 residuals, and emissions of sulfur, nitrogen, carbon, soot, particulate matter, hazardous air pollutants, including mercury, and other substances, 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, including from the development and deployment of alternative energy sources such as self-generation and distributed generation technologies, 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, which include the development and construction of generating facilities with designs that have not been finalized or previously constructed, including changes in labor costs and productivity factors, adverse weather conditions, shortages and inconsistent quality of equipment, materials, and labor, contractor or supplier delay or non-performance under construction or other agreements, delays associated with start-up activities, including major equipment failure, system integration, and operations, and/or unforeseen engineering problems; ability to construct facilities in accordance with the requirements of permits and licenses and to satisfy any operational and environmental performance standards, including any Public Service Commission (“PSC”) requirements and the requirements of tax credits and other incentives; investment performance of Southern Company’s employee and retiree 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 PSC approvals and Nuclear Regulatory Commission actions; actions related to cost recovery for the Kemper IGCC project, including actions relating to proposed securitization, Mississippi PSC approval of Mississippi Power Company’s proposed rate recovery plan, as ultimately amended, which currently includes the ability to complete the proposed sale of an interest in the Kemper IGCC project to South Mississippi Electric Power Association, the ability to utilize bonus depreciation, which currently requires that the Kemper IGCC project be placed in service in 2014, and satisfaction of requirements to utilize investment tax credits and grants; Mississippi PSC review of the prudence of Kemper IGCC project costs; the outcome of any legal or regulatory proceedings regarding the Mississippi PSC’s issuance of the Certificate of Public Convenience and Necessity for the Kemper IGCC project, the settlement agreement between Mississippi Power Company and the Mississippi PSC, the March 2013 rate order, or the State of Mississippi legislation designed to enhance the Mississippi PSC’s authority to facilitate development and construction of baseload generation in the State of Mississippi; the inherent risks involved in operating and constructing nuclear generating facilities, including environmental, health, regulatory, natural disaster, terrorism, or 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 benefits of the 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
	2014		2013
Consolidated Earnings–As Reported
(See Notes)
Traditional Operating Companies	$	318	$	66
Southern Power	33		29
Total	351		95
Parent Company and Other	—		(14		)
Net Income–As Reported	$	351	$	81
Basic Earnings Per Share	$	0.39	$	0.09
Average Shares Outstanding (in millions)	890		870
End of Period Shares Outstanding (in millions)	891
	Three Months Ended March
	2014		2013
Consolidated Earnings–Excluding Items
(See Notes)
Net Income–As Reported	$	351	$	81
Estimated Loss on Kemper IGCC	235		333
Leveraged Lease Restructure	—		16
Net Income–Excluding Items	$	586	$	430
Basic Earnings Per Share–Excluding Items	$	0.66	$	0.49
Notes
- For the three months ended March 31, 2014 and 2013, dilution does not change basic earnings per share by more than 1 cent 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 months ended March 31, 2014 and 2013 and any similar charges may occur with uncertain frequency.
- 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 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
	2014		2013		Change
Consolidated Earnings Per Share–
As Reported (See Notes)	$	0.39	$	0.09	$	0.30
Significant Factors:
Traditional Operating Companies					0.29
Parent Company and Other					0.02
Increase in Shares					(0.01		)
Total–As Reported					$	0.30
	Three Months Ended March
	2014		2013		Change
Consolidated Earnings Per Share–
Excluding Items (See Notes)	$	0.66	$	0.49	$	0.17
Total–As Reported					0.30
Estimated Loss on Kemper IGCC					(0.11		)
Leveraged Lease Restructure					(0.02		)
Total–Excluding Items					$	0.17
Notes
- For the three months ended March 31, 2014 and 2013, dilution does not change basic earnings per share by more than 1 cent 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 months ended March 31, 2014 and 2013 and any similar charges may occur with uncertain frequency.
- 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 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 2014
Cents	Description
2¢	Retail Sales
6	Retail Revenue Impacts
8	Weather
1	Wholesale Revenues
1	Other Operating Revenues
(2)	Depreciation and Amortization
(1)	Taxes Other Than Income Taxes
2	Other Income and Deductions
1	Interest Expense
18¢	Total Traditional Operating Companies
(1)	Increase in Shares
17¢	Total Change in EPS (x-Items)
11	Estimated Loss on Kemper IGCC
2	Leveraged Lease Restructure
30¢	Total Change in EPS (As Reported)
Notes
- 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 months ended March 31, 2014 and 2013 and any similar charges may occur with uncertain frequency.
- 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 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
As Reported
(In Millions of Dollars)
	Three Months Ended March
	2014			2013			Change
Income Account-
Retail Revenues-
Fuel	$	1,476		$	1,137		$	339
Non-Fuel	2,382			2,161			221
Wholesale Revenues	604			432			172
Other Electric Revenues	165			155			10
Non-regulated Operating Revenues	17			12			5
Total Revenues	4,644			3,897			747
Fuel and Purchased Power	1,834			1,357			477
Non-fuel O & M	986			974			12
Depreciation and Amortization	497			466			31
Taxes Other Than Income Taxes	247			235			12
Estimated Loss on Kemper IGCC	380			540			(160		)
Total Operating Expenses	3,944			3,572			372
Operating Income	700			325			375
Allowance for Equity Funds Used During Construction	57			41			16
Interest Expense, Net of Amounts Capitalized	206			211			(5		)
Other Income (Expense), net	(7		)	(27		)	20
Income Taxes	176			31			145
Net Income	368			97			271
Dividends on Preferred and Preference Stock of Subsidiaries	17			16			1
NET INCOME AFTER DIVIDENDS ON PREFERRED AND PREFERENCE STOCK	$	351		$	81		$	270
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	2014	2013	Change		Weather Adjusted Change
Kilowatt-Hour Sales-
Total Sales	47,802	43,570	9.7	%
Total Retail Sales-	39,699	37,075	7.1	%	1.3	%
Residential	14,174	12,346	14.8	%	1.2	%
Commercial	12,548	12,101	3.7	%	(0.2	)%
Industrial	12,749	12,399	2.8	%	2.8	%
Other	228	229	(0.4	)%	(0.8	)%
Total Wholesale Sales	8,103	6,495	24.8	%	N/A

EX-99.07

Exhibit 99.07
Southern Company
Financial Overview
As Reported
(In Millions of Dollars)
	Three Months Ended March
	2014			2013			% Change
Consolidated –
Operating Revenues	$	4,644		$	3,897		19.2	%
Earnings Before Income Taxes	544			128			N/M
Net Income Available to Common	351			81			N/M
Alabama Power –
Operating Revenues	$	1,508		$	1,308		15.3	%
Earnings Before Income Taxes	324			248			30.6	%
Net Income Available to Common	187			141			32.6	%
Georgia Power –
Operating Revenues	$	2,269		$	1,882		20.6	%
Earnings Before Income Taxes	436			325			34.2	%
Net Income Available to Common	266			197			35.0	%
Gulf Power –
Operating Revenues	$	407		$	326		24.8	%
Earnings Before Income Taxes	62			37			66.4	%
Net Income Available to Common	37			22			68.6	%
Mississippi Power –
Operating Revenues	$	331		$	246		34.7	%
Earnings Before Income Taxes	(301		)	(415		)	27.4	%
Net Income Available to Common	(172		)	(246		)	30.2	%
Southern Power –
Operating Revenues	$	351		$	303		15.8	%
Earnings Before Income Taxes	37			44			(14.9	)%
Net Income Available to Common	33			29			14.7	%
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.