10-Q 1 so_10qx6302013.htm 10-Q SO_10Q_6.30.2013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
FORM 10-Q
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2013
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to            
 
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. Boulevard, 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. Boulevard, N.W.
Atlanta, Georgia 30308
(404) 506-5000
 
58-2598670




Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Registrant
 
Large
Accelerated
Filer
 
Accelerated
Filer
 
Non-
accelerated
Filer
 
Smaller
Reporting
Company
The Southern Company
 
X
 
 
 
 
 
 
Alabama Power Company
 
 
 
 
 
X
 
 
Georgia Power Company
 
 
 
 
 
X
 
 
Gulf Power Company
 
 
 
 
 
X
 
 
Mississippi Power Company
 
 
 
 
 
X
 
 
Southern Power Company
 
 
 
 
 
X
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ¨ No þ (Response applicable to all registrants.)
 
Registrant
 
Description of
Common Stock
 
Shares Outstanding at June 30, 2013

The Southern Company
 
Par Value $5 Per Share
 
873,903,083

Alabama Power Company
 
Par Value $40 Per Share
 
30,537,500

Georgia Power Company
 
Without Par Value
 
9,261,500

Gulf Power Company
 
Without Par Value
 
4,942,717

Mississippi Power Company
 
Without Par Value
 
1,121,000

Southern Power Company
 
Par Value $0.01 Per Share
 
1,000

This combined Form 10-Q is separately filed by The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, and Southern Power Company. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrants.

2

INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 2013


 
 
Page
    Number
 
 
 
 
PART I—FINANCIAL INFORMATION
 
 
 
 
Item 1.
Financial Statements (Unaudited)
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 3.
Item 4.

3

INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 2013


 
 
Page
    Number
 
 
Item 1.
Item 1A.
Item 2.
Item 3.
Defaults Upon Senior Securities
Inapplicable
Item 4.
Mine Safety Disclosures
Inapplicable
Item 5.
Other Information
Inapplicable
Item 6.
 


4


DEFINITIONS
 
Term
Meaning
 
 
2010 ARP
Alternate Rate Plan approved by the Georgia PSC for Georgia Power, which became effective January 1, 2011 and will continue through December 31, 2013
2011 IRP
Georgia Power's 2011 Integrated Resource Plan update filed with the Georgia PSC
2013 IRP
Georgia Power's triennial Integrated Resource Plan filed with the Georgia PSC on January 31, 2013
AFUDC
Allowance for Funds Used During Construction
Alabama Power
Alabama Power Company
AOCI
Accumulated Other Comprehensive Income
Baseload Act
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
Clean Air Act
Clean Air Act Amendments of 1990
Contractor
Westinghouse and Stone & Webster, Inc.
CPCN
Certificate of Public Convenience and Necessity
CWIP
Construction Work in Progress
DOE
U.S. Department of Energy
ECO Plan
Mississippi Power's Environmental Compliance Overview Plan
EPA
U.S. Environmental Protection Agency
FERC
Federal Energy Regulatory Commission
Form 10-K
Combined Annual Report on Form 10-K of Southern Company, Alabama Power, Georgia Power, Gulf Power, and Southern Power for the year ended December 31, 2012
Form 10-K/A
Annual Report on Form 10-K of Mississippi Power for the year ended December 31, 2012, as amended by Amendment No. 1
GAAP
Generally Accepted Accounting Principles
Georgia Power
Georgia Power Company
Gulf Power
Gulf Power Company
IIC
Intercompany Interchange Contract
Internal Revenue Code
Internal Revenue Code of 1986, as amended
IRS
Internal Revenue Service
Kemper IGCC
Integrated coal gasification combined cycle facility under construction in Kemper County, Mississippi
KWH
Kilowatt-hour
LIBOR
London Interbank Offered Rate
MATS rule
Mercury and Air Toxics Standards Rule
Mississippi Power
Mississippi Power Company
mmBtu
Million British thermal unit
Moody's
Moody's Investors Service, Inc.
MW
Megawatt
MWH
Megawatt-hour
NCCR
Georgia Power's Nuclear Construction Cost Recovery
NDR
Alabama Power's Natural Disaster Reserve
NRC
Nuclear Regulatory Commission
NSR
New Source Review
OCI
Other Comprehensive Income

5


Owners
Georgia Power, Oglethorpe Power Corporation, the Municipal Electric Authority of Georgia, and the City of Dalton, Georgia, an incorporated municipality in the State of Georgia acting by and through its Board of Water, Light, and Sinking Fund Commissioners
PEP
Mississippi Power's Performance Evaluation Plan
Plant Vogtle Units 3 and 4
Two new nuclear generating units under construction at Plant Vogtle
Power Pool
The operating arrangement whereby the integrated generating resources of the traditional operating companies and Southern Power are subject to joint commitment and dispatch in order to serve their combined load obligations
PPA
Power Purchase Agreement
PSC
Public Service Commission
registrants
Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Southern Power
ROE
Return on Equity
SEC
Securities and Exchange Commission
SEGCO
Southern Electric Generating Company
SMEPA
South Mississippi Electric Power Association
SO2
Sulfur dioxide
Southern Company
The Southern Company
Southern Company system
Southern Company, the traditional operating companies, Southern Power, and other subsidiaries
Southern Nuclear
Southern Nuclear Operating Company, Inc.
Southern Power
Southern Power Company and its subsidiaries
S&P
Standard and Poor's Ratings Services, a division of The McGraw Hill Companies, Inc.
traditional operating companies
Alabama Power, Georgia Power, Gulf Power, and Mississippi Power
Westinghouse
Westinghouse Electric Company LLC
wholesale revenues
revenues generated from sales for resale


6


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q contains forward-looking statements. Forward-looking statements include, among other things, statements concerning retail sales, retail rates, the strategic goals for the wholesale business, customer growth, economic recovery, fuel and environmental cost recovery and other rate actions, current and proposed environmental regulations and related estimated expenditures, access to sources of capital, projections for the qualified pension plan, postretirement benefit plans, and nuclear decommissioning trust fund contributions, financing activities, start and completion dates of construction projects, plans and estimated costs for new generation resources, filings with state and federal regulatory authorities, impact of the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010 and the American Taxpayer Relief Act of 2012, estimated sales and purchases under power sale and purchase agreements, and estimated construction and other capital expenditures. In some cases, forward-looking statements can be identified by terminology such as "may," "will," "could," "should," "expects," "plans," "anticipates," "believes," "estimates," "projects," "predicts," "potential," or "continue" or the negative of these terms or other similar terminology. There are various factors that could cause actual results to differ materially from those suggested by the forward-looking statements; accordingly, there can be no assurance that such indicated results will be realized. These factors include:
 
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, 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 EPA civil actions against certain Southern Company subsidiaries, FERC matters, and IRS 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, which include the development and construction of facilities with designs that have not been finalized or previously constructed, including the impact of factors such as labor costs and productivity, adverse weather conditions, shortages and inconsistent quality of equipment, materials, and labor, or 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 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 Plant Vogtle Units 3 and 4, including Georgia PSC approvals, NRC actions, and potential DOE loan guarantees;
regulatory approvals and actions related to cost recovery for the Kemper IGCC, including Mississippi PSC review of Mississippi Power's proposed rate recovery plan and the prudence of Kemper IGCC costs, and actions relating to proposed securitization; the ability to complete the proposed sale of an interest in the Kemper IGCC to SMEPA as contemplated by Mississippi Power's proposed rate recovery plan; satisfaction of requirements to utilize investment tax

7


credits and grants; and the outcome of any legal or regulatory proceedings regarding the Mississippi PSC's issuance of the CPCN for the Kemper IGCC, the settlement agreement between Mississippi Power and the Mississippi PSC, or the Baseload Act;
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 DOE 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;
the effect of accounting pronouncements issued periodically by standard setting bodies; and
other factors discussed elsewhere herein and in other reports (including the Form 10-K and the Form 10-K/A) filed by the registrants from time to time with the SEC.
The registrants expressly disclaim any obligation to update any forward-looking statements.


8


THE SOUTHERN COMPANY
AND SUBSIDIARY COMPANIES

9


THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
 
 
For the Three Months
Ended June 30,
 
For the Six Months
Ended June 30,
 
2013
 
2012
 
2013
 
2012
 
(in millions)
 
(in millions)
Operating Revenues:
 
 
 
 
 
 
 
Retail revenues
$
3,620

 
$
3,597

 
$
6,918

 
$
6,689

Wholesale revenues
454

 
415

 
886

 
764

Other electric revenues
156

 
154

 
311

 
302

Other revenues
16

 
15

 
28

 
30

Total operating revenues
4,246

 
4,181

 
8,143

 
7,785

Operating Expenses:
 
 
 
 
 
 
 
Fuel
1,374

 
1,290

 
2,636

 
2,354

Purchased power
127

 
150

 
222

 
291

Other operations and maintenance
947

 
944

 
1,921

 
1,911

MC Asset Recovery insurance settlement

 
(19
)
 

 
(19
)
Depreciation and amortization
476

 
445

 
942

 
886

Taxes other than income taxes
232

 
228

 
467

 
453

Estimated loss on Kemper IGCC
450

 

 
990

 

Total operating expenses
3,606

 
3,038

 
7,178

 
5,876

Operating Income
640

 
1,143

 
965

 
1,909

Other Income and (Expense):
 
 
 
 
 
 
 
Allowance for equity funds used during construction
45

 
32

 
86

 
63

Leveraged lease income (loss)
5

 
5

 
(16
)
 
11

Interest expense, net of amounts capitalized
(215
)
 
(220
)
 
(426
)
 
(431
)
Other income (expense), net
(4
)
 
8

 
(10
)
 

Total other income and (expense)
(169
)
 
(175
)
 
(366
)
 
(357
)
Earnings Before Income Taxes
471

 
968

 
599

 
1,552

Income taxes
158

 
329

 
189

 
529

Consolidated Net Income
313

 
639

 
410

 
1,023

Dividends on Preferred and Preference Stock of Subsidiaries
16

 
16

 
32

 
32

Consolidated Net Income After Dividends on Preferred and Preference Stock of Subsidiaries
$
297

 
$
623

 
$
378

 
$
991

Common Stock Data:
 
 
 
 
 
 
 
Earnings per share (EPS) -
 
 
 
 
 
 
 
Basic EPS
$
0.34

 
$
0.71

 
$
0.43

 
$
1.14

Diluted EPS
$
0.34

 
$
0.71

 
$
0.43

 
$
1.13

Average number of shares of common stock outstanding (in millions)
 
 
 
 
 
 
 
Basic
874

 
872

 
872

 
870

Diluted
879

 
880

 
877

 
879

Cash dividends paid per share of common stock
$
0.5075

 
$
0.4900

 
$
0.9975

 
$
0.9625

The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.


10


THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
 
 
For the Three Months
Ended June 30,
 
For the Six Months
Ended June 30,
 
2013
 
2012
 
2013
 
2012
 
(in millions)
 
(in millions)
Consolidated Net Income
$
313

 
$
639

 
$
410

 
$
1,023

Other comprehensive income (loss):
 
 
 
 
 
 
 
Qualifying hedges:
 
 
 
 
 
 
 
Changes in fair value, net of tax of $-, $(8), $- and $(5), respectively

 
(10
)
 

 
(7
)
Reclassification adjustment for amounts included in net income, net of tax of $2, $2, $4 and $3, respectively
3

 
2

 
6

 
4

Pension and other post retirement benefit plans:
 
 
 
 
 
 
 
Reclassification adjustment for amounts included in net income, net of tax of $1, $1, $2 and $1, respectively
2

 
1

 
3

 
2

Total other comprehensive income (loss)
5

 
(7
)
 
9

 
(1
)
Dividends on preferred and preference stock of subsidiaries
(16
)
 
(16
)
 
(32
)
 
(32
)
Comprehensive Income
$
302

 
$
616

 
$
387

 
$
990

The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.


11


THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
For the Six Months
Ended June 30,
 
2013
 
2012
 
(in millions)
Operating Activities:
 
 
 
Consolidated net income
$
410

 
$
1,023

Adjustments to reconcile consolidated net income to net cash provided from operating activities —
 
 
 
Depreciation and amortization, total
1,140

 
1,064

Deferred income taxes
(141
)
 
327

Investment tax credits
83

 
16

Allowance for equity funds used during construction
(86
)
 
(63
)
Leveraged lease income (loss)
16

 
(11
)
Pension, postretirement, and other employee benefits
41

 
13

Stock based compensation expense
37

 
35

Retail fuel cost recovery — long-term
(123
)
 
44

Estimated loss on Kemper IGCC
990

 

Other, net
31

 
(22
)
Changes in certain current assets and liabilities —
 
 
 
-Receivables
(325
)
 
(55
)
-Fossil fuel stock
185

 
(305
)
-Materials and supplies
52

 
(17
)
-Other current assets
(55
)
 
(36
)
-Accounts payable
(52
)
 
(167
)
-Accrued taxes
6

 
45

-Accrued compensation
(257
)
 
(216
)
-Retail fuel cost recovery — short-term
(22
)
 
101

-Other current liabilities
17

 
(19
)
Net cash provided from operating activities
1,947

 
1,757

Investing Activities:
 
 
 
Property additions
(2,597
)
 
(2,356
)
Investment in restricted cash
(98
)
 
(230
)
Distribution of restricted cash
23

 
49

Nuclear decommissioning trust fund purchases
(548
)
 
(576
)
Nuclear decommissioning trust fund sales
546

 
574

Cost of removal, net of salvage
(56
)
 
(58
)
Change in construction payables, net
114

 
(115
)
Other investing activities
(13
)
 
(79
)
Net cash used for investing activities
(2,629
)
 
(2,791
)
Financing Activities:
 
 
 
Increase (decrease) in notes payable, net
767

 
(406
)
Proceeds —
 
 
 
Long-term debt issuances
1,197

 
2,487

Interest-bearing refundable deposit related to asset sale

 
150

Preference stock
50

 

Common stock issuances
161

 
316

Redemptions —
 
 
 
Long-term debt
(792
)
 
(1,319
)
Common stock repurchased
(18
)
 

Payment of common stock dividends
(870
)
 
(837
)
Payment of dividends on preferred and preference stock of subsidiaries
(32
)
 
(32
)
Other financing activities
15

 
19

Net cash provided from financing activities
478

 
378

Net Change in Cash and Cash Equivalents
(204
)
 
(656
)
Cash and Cash Equivalents at Beginning of Period
628

 
1,315

Cash and Cash Equivalents at End of Period
$
424

 
$
659

Supplemental Cash Flow Information:
 
 
 
Cash paid (received) during the period for —
 
 
 
Interest (net of $37 and $41 capitalized for 2013 and 2012, respectively)
$
384

 
$
391

Income taxes, net
142

 
(34
)
Noncash transactions — accrued property additions at end of period
637

 
488

The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

12


THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 
Assets
 
At June 30,
2013
 
At December 31,
2012
 
 
(in millions)
Current Assets:
 
 
 
 
Cash and cash equivalents
 
$
424

 
$
628

Restricted cash and cash equivalents
 
7

 
7

Receivables —
 
 
 
 
Customer accounts receivable
 
1,164

 
961

Unbilled revenues
 
522

 
441

Under recovered regulatory clause revenues
 
45

 
29

Other accounts and notes receivable
 
251

 
235

Accumulated provision for uncollectible accounts
 
(16
)
 
(17
)
Fossil fuel stock, at average cost
 
1,634

 
1,819

Materials and supplies, at average cost
 
939

 
1,000

Vacation pay
 
166

 
165

Prepaid expenses
 
700

 
657

Other regulatory assets, current
 
130

 
163

Other current assets
 
35

 
74

Total current assets
 
6,001

 
6,162

Property, Plant, and Equipment:
 
 
 
 
In service
 
64,150

 
63,251

Less accumulated depreciation
 
22,533

 
21,964

Plant in service, net of depreciation
 
41,617

 
41,287

Other utility plant, net
 
261

 
263

Nuclear fuel, at amortized cost
 
846

 
851

Construction work in progress
 
6,593

 
5,989

Total property, plant, and equipment
 
49,317

 
48,390

Other Property and Investments:
 
 
 
 
Nuclear decommissioning trusts, at fair value
 
1,352

 
1,303

Leveraged leases
 
653

 
670

Miscellaneous property and investments
 
219

 
216

Total other property and investments
 
2,224

 
2,189

Deferred Charges and Other Assets:
 
 
 
 
Deferred charges related to income taxes
 
1,393

 
1,385

Unamortized debt issuance expense
 
141

 
133

Unamortized loss on reacquired debt
 
297

 
309

Other regulatory assets, deferred
 
4,041

 
4,032

Other deferred charges and assets
 
547

 
549

Total deferred charges and other assets
 
6,419

 
6,408

Total Assets
 
$
63,961

 
$
63,149

The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.


13


THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 
Liabilities and Stockholders' Equity
 
At June 30,
2013
 
At December 31,
2012
 
 
(in millions)
Current Liabilities:
 
 
 
 
Securities due within one year
 
$
2,085

 
$
2,335

Interest-bearing refundable deposit related to asset sale
 
150

 
150

Notes payable
 
1,587

 
825

Accounts payable
 
1,467

 
1,387

Customer deposits
 
378

 
370

Accrued taxes —
 
 
 
 
Accrued income taxes
 
91

 
10

Other accrued taxes
 
351

 
391

Accrued interest
 
251

 
237

Accrued vacation pay
 
212

 
212

Accrued compensation
 
188

 
433

Liabilities from risk management activities
 
55

 
75

Other regulatory liabilities, current
 
66

 
107

Other current liabilities
 
465

 
482

Total current liabilities
 
7,346

 
7,014

Long-term Debt
 
19,943

 
19,274

Deferred Credits and Other Liabilities:
 
 
 
 
Accumulated deferred income taxes
 
9,944

 
9,938

Deferred credits related to income taxes
 
206

 
211

Accumulated deferred investment tax credits
 
936

 
894

Employee benefit obligations
 
2,504

 
2,540

Asset retirement obligations
 
1,840

 
1,748

Other cost of removal obligations
 
1,243

 
1,194

Other regulatory liabilities, deferred
 
320

 
289

Other deferred credits and liabilities
 
508

 
668

Total deferred credits and other liabilities
 
17,501

 
17,482

Total Liabilities
 
44,790

 
43,770

Redeemable Preferred Stock of Subsidiaries
 
375

 
375

Stockholders' Equity:
 
 
 
 
Common Stockholders' Equity:
 
 
 
 
Common stock, par value $5 per share —
 
 
 
 
Authorized — 1.5 billion shares
 
 
 
 
Issued —June 30, 2013: 884 million shares
 
 
 
 
      — December 31, 2012: 878 million shares
 
 
 
 
Treasury — June 30, 2013: 10.0 million shares
 
 
 
 
          — December 31, 2012: 10.0 million shares
 
 
 
 
Par value
 
4,417

 
4,389

Paid-in capital
 
5,053

 
4,855

Treasury, at cost
 
(451
)
 
(450
)
Retained earnings
 
9,135

 
9,626

Accumulated other comprehensive loss
 
(114
)
 
(123
)
Total Common Stockholders' Equity
 
18,040

 
18,297

Preferred and Preference Stock of Subsidiaries
 
756

 
707

Total Stockholders' Equity
 
18,796

 
19,004

Total Liabilities and Stockholders' Equity
 
$
63,961

 
$
63,149

The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

14

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SECOND QUARTER 2013 vs. SECOND QUARTER 2012
AND
YEAR-TO-DATE 2013 vs. YEAR-TO-DATE 2012

OVERVIEW
Southern Company is a holding company that owns all of the common stock of the traditional operating companies – Alabama Power, Georgia Power, Gulf Power, and Mississippi Power – and Southern Power and other direct and indirect subsidiaries. Discussion of the results of operations is focused on the Southern Company system's primary business of electricity sales by the traditional operating companies and Southern Power. The four traditional operating companies are vertically integrated utilities providing electric service in four Southeastern states. Southern Power constructs, acquires, owns, and manages generation assets, including renewable energy projects, and sells electricity at market-based rates in the wholesale market. Southern Company's other business activities include investments in leveraged lease projects and telecommunications. For additional information on these businesses, see BUSINESS – The Southern Company System – "Traditional Operating Companies," "Southern Power," and "Other Businesses" in Item 1 of the Form 10-K.
In addition, subsidiaries of Southern Company are constructing Plant Vogtle Units 3 and 4 (45.7% ownership interest by Georgia Power in two units, each with approximately 1,100 MWs) and the Kemper IGCC with 582 MWs. See RESULTS OF OPERATIONS – "Estimated Loss on Kemper IGCC," FUTURE EARNINGS POTENTIAL – "Construction Program," and Note (B) to the Condensed Financial Statements under "PSC Matters – Georgia Power – Nuclear Construction" and "Integrated Coal Gasification Combined Cycle" herein for additional information.
In accordance with the 2010 ARP, Georgia Power filed a base rate case with the Georgia PSC on June 28, 2013, requesting a base rate increase effective January 1, 2014. See FUTURE EARNINGS POTENTIAL – "PSC Matters – Georgia Power – Rate Plans" herein for additional information.
Southern Company continues to focus on several key performance indicators. These indicators include customer satisfaction, plant availability, system reliability, and earnings per share. For additional information on these indicators, see MANAGEMENT'S DISCUSSION AND ANALYSIS – OVERVIEW – "Key Performance Indicators" of Southern Company in Item 7 of the Form 10-K. See FUTURE EARNINGS POTENTIAL – "Other Matters" herein for information regarding an explosion at Plant Bowen in April 2013 that is expected to negatively impact the Southern Company system's actual performance on its peak season equivalent forced outage rate, one of its key performance indicators, for 2013, as compared to the target. See also Note (B) to the Condensed Financial Statements under "Integrated Coal Gasification Combined Cycle" herein for information regarding the revisions to the cost estimate for the Kemper IGCC that negatively impact Southern Company's earnings per share, one of its key performance indicators, for 2013, as compared to the target.

RESULTS OF OPERATIONS
Net Income
Second Quarter 2013 vs. Second Quarter 2012
 
Year-to-Date 2013 vs. Year-to-Date 2012
(change in millions)
 
(% change)
 
(change in millions)
 
(% change)
$(326)
 
(52.3)
 
$(613)
 
(61.9)
Southern Company's second quarter 2013 net income after dividends on preferred and preference stock of subsidiaries was $297 million ($0.34 per share) compared to $623 million ($0.71 per share) for the second quarter 2012. The decrease was primarily related to a revision of estimated costs expected to be incurred on Mississippi Power's construction of the Kemper IGCC above the $2.88 billion cost cap established by the Mississippi PSC, net

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

of $245 million of grants awarded to the project by the DOE under the Clean Coal Power Initiative Round 2 (DOE Grants) and the cost of the lignite mine and equipment, the cost of the carbon dioxide pipeline facilities, AFUDC, and certain general exceptions, including change of law, force majeure, and beneficial capital (which exists when Mississippi Power demonstrates that the purpose and effect of the construction cost increase is to produce efficiencies that will result in a neutral or favorable effect on customers relative to the original proposal for the CPCN) (Cost Cap Exceptions). Also contributing to the decrease were a decrease in weather-related revenues due to less favorable weather in the second quarter 2013 as compared to the corresponding period in 2012, an increase in depreciation related to new generating plants in service, an insurance recovery received in 2012 related to the litigation settlement with MC Asset Recovery, LLC, and state income tax credits recognized in 2012. The decrease was partially offset by an increase in retail base revenues at Georgia Power.
Southern Company's year-to-date 2013 net income after dividends on preferred and preference stock of subsidiaries was $378 million ($0.43 per share) compared to $991 million ($1.14 per share) for year-to-date 2012. The decrease was primarily related to the estimated probable losses on Mississippi Power's construction of the Kemper IGCC recorded in the first and second quarters of 2013. Also contributing to the decrease were an increase in depreciation related to new generating plants in service, decreased customer usage, an insurance recovery received in 2012 related to the litigation settlement with MC Asset Recovery, LLC, a reduction in leveraged lease income resulting from a lease restructuring, and state income tax credits recognized in 2012. The decrease was partially offset by an increase in retail base revenues at Georgia Power and an increase in AFUDC equity. See Note 3 to the financial statements of Southern Company under "Insurance Recovery" in Item 8 of the Form 10-K for additional information on the insurance recovery received in 2012 related to the litigation settlement with MC Asset Recovery, LLC. Also see Note (J) to the Condensed Financial Statements herein for additional information on the lease restructuring.
Retail Revenues
Second Quarter 2013 vs. Second Quarter 2012
 
Year-to-Date 2013 vs. Year-to-Date 2012
(change in millions)
 
(% change)
 
(change in millions)
 
(% change)
$23
 
0.6
 
$229
 
3.4
In the second quarter 2013 and 2012, retail revenues were $3.6 billion. For year-to-date 2013, retail revenues were $6.9 billion compared to $6.7 billion for the corresponding period in 2012.
Details of the changes in retail revenues were as follows: 
 
 
Second Quarter
2013
 
Year-to-Date
2013
 
 
(in millions)
 
(% change)
 
(in millions)
 
(% change)
Retail – prior year
 
$
3,597

 
 
 
$
6,689

 
 
Estimated change in –
 
 
 
 
 
 
 
 
Rates and pricing
 
58

 
1.6

 
105

 
1.6

Sales growth (decline)
 
(10
)
 
(0.3
)
 
(25
)
 
(0.4
)
Weather
 
(56
)
 
(1.6
)
 
10

 
0.1

Fuel and other cost recovery
 
31

 
0.9

 
139

 
2.1

Retail – current year
 
$
3,620

 
0.6
%
 
$
6,918

 
3.4
%
Revenues associated with changes in rates and pricing increased in the second quarter 2013 and year-to-date 2013 when compared to the corresponding periods in 2012 primarily due to base tariff increases at Georgia Power effective April 2012 and January 1, 2013, as approved by the Georgia PSC, related to placing new generating units at Plant McDonough-Atkinson in service, the financing costs related to the construction of Plant Vogtle Units 3 and 4, higher contributions from market-driven rates from commercial and industrial customers, and the pricing effect of decreased customer usage.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Revenues attributable to changes in sales decreased in the second quarter 2013 when compared to the corresponding period in 2012. The decrease was due to a 1.6% decrease in weather-adjusted commercial KWH sales and a 0.5% decrease in weather-adjusted residential KWH sales, partially offset by a 0.6% increase in industrial KWH sales. The decreases in weather-adjusted residential and commercial KWH sales for the second quarter 2013 were primarily due to decreased customer usage, partially offset by customer growth. The increase in industrial KWH sales for the second quarter 2013 was primarily due to increases in the primary metals, non-manufacturing, paper, and stone, clay, and glass sectors, partially offset by a decrease in the chemicals sector.
Revenues attributable to changes in sales decreased for year-to-date 2013 when compared to the corresponding period in 2012. The decrease was due to a 0.7% decrease in weather-adjusted residential KWH sales, a 0.7% decrease in weather-adjusted commercial KWH sales, and a 0.7% decrease in industrial KWH sales. The decreases in weather-adjusted residential and commercial KWH sales for year-to-date 2013 were primarily due to decreased customer usage, partially offset by customer growth. The decrease in industrial KWH sales for year-to-date 2013 was primarily due to decreases in the chemicals sector, partially offset by an increase in the primary metals, non-manufacturing, and stone, clay, and glass sectors. In addition, an extra day of sales as a result of the leap year in 2012 negatively impacted KWH sales in all customer classes in 2013.
In the first quarter 2012, Georgia Power began using new actual advanced meter data to compute unbilled revenues. The year-to-date weather-adjusted KWH sales variances shown above reflect an adjustment to the estimated allocation of Georgia Power's unbilled January 2012 KWH sales among customer classes that is consistent with the actual allocation in 2013. Without this adjustment, year-to-date 2013 weather-adjusted residential KWH sales decreased 1.2% as compared to the corresponding period in 2012 and weather-adjusted commercial KWH sales decreased 0.2% as compared to the corresponding period in 2012.
Fuel and other cost recovery revenues increased $31 million and $139 million in the second quarter and year-to-date 2013, respectively, when compared to the corresponding periods in 2012 primarily due to higher fuel costs. Electric rates for the traditional operating companies include provisions to adjust billings for fluctuations in fuel costs, including the energy component of purchased power costs. Under these provisions, fuel revenues generally equal fuel expenses, including the energy component of purchased power costs, and do not affect net income. The traditional operating companies may also have one or more regulatory mechanisms to recover other costs such as environmental, storm damage, new plants, and PPAs.
Wholesale Revenues 
Second Quarter 2013 vs. Second Quarter 2012
 
Year-to-Date 2013 vs. Year-to-Date 2012
(change in millions)
 
(% change)
 
(change in millions)
 
(% change)
$39
 
9.4
 
$122
 
16.0
Wholesale revenues consist of PPAs with investor-owned utilities and electric cooperatives, unit power sales contracts, and short-term opportunity sales. Wholesale revenues from PPAs and unit power sales contracts have both capacity and energy components. Capacity revenues reflect the recovery of fixed costs and a return on investment. Energy revenues will vary depending on fuel prices, the market prices of wholesale energy compared to the Southern Company system's generation, demand for energy within the Southern Company system's service territory, and the availability of the Southern Company system's generation. Increases and decreases in energy revenues that are driven by fuel prices are accompanied by an increase or decrease in fuel costs and do not have a significant impact on net income. Short-term opportunity sales are made at market-based rates that generally provide a margin above the Southern Company system's variable cost to produce the energy.
In the second quarter 2013, wholesale revenues were $454 million compared to $415 million for the corresponding period in 2012, reflecting a $22 million increase in capacity revenues and a $17 million increase in energy revenues. The increase in capacity revenues was primarily due to the commencement of a new PPA at Southern Power for Plant Nacogdoches placed in service in the second half of 2012. The increase in energy revenues was primarily related to an increase in the average cost of natural gas, partially offset by a decrease in volume related to less favorable weather in the second quarter 2013 as compared to the corresponding period in 2012.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For year-to-date 2013, wholesale revenues were $886 million compared to $764 million for the corresponding period in 2012, reflecting a $77 million increase in energy revenues and a $45 million increase in capacity revenues. The increase in energy revenues was primarily related to an increase in the average cost of natural gas. The increase in capacity revenues was primarily due to the commencement of a new PPA at Southern Power for Plant Nacogdoches placed in service in the second half of 2012.
Fuel and Purchased Power Expenses 
 
 
 Second Quarter 2013
vs.
Second Quarter 2012
 
Year-to-Date 2013
vs.
Year-to-Date 2012
 
 
(change in millions)
 
(% change)
 
(change in millions)
 
(% change)
Fuel
 
$
84

 
6.5

 
$
282

 
12.0

Purchased power
 
(23
)
 
(15.3
)
 
(69
)
 
(23.7
)
Total fuel and purchased power expenses
 
$
61

 
 
 
$
213

 
 
In the second quarter 2013, total fuel and purchased power expenses were $1.5 billion compared to $1.4 billion for the corresponding period in 2012. The increase was primarily the result of a $176 million increase in the average cost of fuel and purchased power primarily due to higher natural gas prices, partially offset by a $64 million decrease in the volume of KWHs purchased and a $51 million decrease in the volume of KWHs generated.
For year-to-date 2013, total fuel and purchased power expenses were $2.9 billion compared to $2.6 billion for the corresponding period in 2012. The increase was primarily the result of a $276 million increase in the average cost of fuel and purchased power primarily due to higher natural gas prices and a $60 million increase in the volume of KWHs generated, partially offset by a $123 million decrease in the volume of KWHs purchased.
Fuel and purchased power energy transactions at the traditional operating companies are generally offset by fuel revenues and do not have a significant impact on net income. See FUTURE EARNINGS POTENTIAL – "PSC Matters – Retail Fuel Cost Recovery" herein for additional information. Fuel expenses incurred under Southern Power's PPAs are generally the responsibility of the counterparties and do not significantly impact net income.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Details of the Southern Company system's generation and purchased power were as follows: 
 
 
Second Quarter
2013
 
Second  Quarter
2012
 
Year-to-Date
2013
 
Year-to-Date
2012
Total generation (billions of KWHs)
 
44
 
44
 
86
 
83
Total purchased power (billions of KWHs)
 
3
 
5
 
6
 
9
Sources of generation (percent) —
 
 
 
 
 
 
 
 
Coal
 
41
 
41
 
37
 
38
Nuclear
 
17
 
17
 
17
 
18
Gas
 
37
 
41
 
41
 
41
Hydro
 
5
 
1
 
5
 
3
Cost of fuel, generated (cents per net KWH) 
 
 
 
 
 
 
 
 
Coal
 
4.06
 
4.18
 
4.10
 
4.14
Nuclear
 
0.88
 
0.83
 
0.86
 
0.81
Gas
 
3.56
 
2.56
 
3.32
 
2.66
Average cost of fuel, generated (cents per net KWH)
 
3.30
 
2.94
 
3.19
 
2.90
Average cost of purchased power (cents per net KWH)(a)
 
5.32
 
4.09
 
4.98
 
3.98
 
(a) Average cost of purchased power includes fuel purchased by the electric utilities for tolling agreements where power is generated by the provider.
Fuel
In the second quarter 2013, fuel expense was $1.4 billion compared to $1.3 billion for the corresponding period in 2012. The increase was primarily due to a 39.1% increase in the average cost of natural gas per KWH generated, partially offset by an 11.4% decrease in KWHs generated by natural gas and a 413.5% increase in the volume of KWHs generated by hydro facilities resulting from greater rainfall.
For year-to-date 2013, fuel expense was $2.6 billion compared to $2.4 billion for the corresponding period in 2013. The increase was primarily due to a 24.8% increase in the average cost of natural gas per KWH generated, partially offset by a 109.6% increase in the volume of KWHs generated by hydro facilities resulting from greater rainfall.
Purchased Power
In the second quarter 2013, purchased power expense was $127 million compared to $150 million for the corresponding period in 2012. The decrease was primarily due to a 33.5% decrease in the volume of KWHs purchased as the marginal cost of generation available was lower than the market cost of available energy, partially offset by a 30.1% increase in the average cost per KWH purchased.
For year-to-date 2013, purchased power expense was $222 million compared to $291 million for the corresponding period in 2012. The decrease was primarily due to a 33.6% decrease in the volume of KWHs purchased as the marginal cost of generation available was lower than the market cost of available energy, partially offset by a 25.1% increase in the average cost per KWH purchased.
Energy purchases will vary depending on demand for energy within the Southern Company system's service territory, the market prices of wholesale energy as compared to the cost of the Southern Company system's generation, and the availability of the Southern Company system's generation.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Other Operations and Maintenance Expenses 
Second Quarter 2013 vs. Second Quarter 2012
 
Year-to-Date 2013 vs. Year-to-Date 2012
(change in millions)
 
(% change)
 
(change in millions)
 
(% change)
$3
 
0.3
 
$10
 
0.5
In the second quarter 2013, other operations and maintenance expenses were $947 million compared to $944 million for the corresponding period in 2012. The increase was not material.
For year-to-date 2013, other operations and maintenance expenses were $1.92 billion compared to $1.91 billion for the corresponding period in 2012. The increase was primarily the result of a $24 million increase in pension costs and a $10 million increase in amortization of Alabama Power's nuclear outage expenses. The increases were partially offset by a $9 million decrease in fossil and hydro expenses related to scheduled outage and maintenance costs, an $8 million decrease in commodity and labor costs, a $4 million decrease in salaries and wages, and a $3 million decrease in transmission and distribution costs. See Note (F) to the Condensed Financial Statements herein for additional information related to pension costs. See MANAGEMENT'S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – "PSC Matters – Alabama Power – Nuclear Outage Accounting Order" of Southern Company in Item 7 of the Form 10-K for additional information on the amortization of Alabama Power's nuclear outage expenses.
Depreciation and Amortization 
Second Quarter 2013 vs. Second Quarter 2012
 
Year-to-Date 2013 vs. Year-to-Date 2012
(change in millions)
 
(% change)
 
(change in millions)
 
(% change)
$31
 
7.0
 
$56
 
6.3
In the second quarter 2013, depreciation and amortization was $476 million compared to $445 million for the corresponding period in 2012. The increase was primarily the result of certain unit retirement decisions (with respect to the portion of such units dedicated to wholesale service) at Georgia Power, additional plant in service due to the completion of Georgia Power's Plant McDonough-Atkinson Units 5 and 6 in April 2012 and October 2012, respectively, additional plant in service at Southern Power, as well as additional transmission and distribution projects.
For year-to-date 2013, depreciation and amortization was $942 million compared to $886 million for the corresponding period in 2012. The increase was primarily the result of certain unit retirement decisions (with respect to the portion of such units dedicated to wholesale service) at Georgia Power, additional plant in service due to the completion of Georgia Power's Plant McDonough-Atkinson Units 5 and 6 in April 2012 and October 2012, respectively, additional plant in service at Southern Power, as well as additional transmission and distribution projects. These increases were partially offset by amortization of the regulatory liability previously established for state income tax credits at Georgia Power, as authorized by the Georgia PSC.
Taxes Other Than Income Taxes
Second Quarter 2013 vs. Second Quarter 2012
 
Year-to-Date 2013 vs. Year-to-Date 2012
(change in millions)
 
(% change)
 
(change in millions)
 
(% change)
$4
 
1.8
 
$14
 
3.1
In the second quarter 2013, taxes other than income taxes were $232 million compared to $228 million for the corresponding period in 2012. The increase was not material.
For year-to-date 2013, taxes other than income taxes were $467 million compared to $453 million for the corresponding period in 2012. The increase was primarily the result of increases in property taxes and municipal franchise fees.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Estimated Loss on Kemper IGCC
Second Quarter 2013 vs. Second Quarter 2012
 
Year-to-Date 2013 vs. Year-to-Date 2012
(change in millions)
 
(% change)
 
(change in millions)
 
(% change)
$450
 
N/M
 
$990
 
N/M
N/M – Not meaningful
In the second quarter 2013 and year-to-date 2013, estimated probable losses on the Kemper IGCC of $450 million and $990 million, respectively, were recorded at Southern Company to reflect revisions of estimated costs expected to be incurred on Mississippi Power's construction of the Kemper IGCC in excess of the $2.88 billion cost cap established by the Mississippi PSC, net of the DOE Grants and the Cost Cap Exceptions. See FUTURE EARNINGS POTENTIAL – "Construction Program" and Note (B) to the Condensed Financial Statements under "Integrated Coal Gasification Combined Cycle" herein for additional information.
Allowance for Equity Funds Used During Construction
Second Quarter 2013 vs. Second Quarter 2012
 
Year-to-Date 2013 vs. Year-to-Date 2012
(change in millions)
 
(% change)
 
(change in millions)
 
(% change)
$13
 
40.6
 
$23
 
36.5
In the second quarter 2013, AFUDC equity was $45 million compared to $32 million for the corresponding period in 2012. For year-to-date 2013, AFUDC equity was $86 million compared to $63 million for the corresponding period in 2012. The increases were primarily due to an increase in CWIP related to Mississippi Power's Kemper IGCC, partially offset by the completion of Georgia Power's Plant McDonough-Atkinson Units 5 and 6 in April 2012 and October 2012, respectively. See Note (B) to the Condensed Financial Statements under "Integrated Coal Gasification Combined Cycle" herein for additional information regarding the Kemper IGCC.
Leveraged Lease Income (Loss)
Second Quarter 2013 vs. Second Quarter 2012
 
Year-to-Date 2013 vs. Year-to-Date 2012
(change in millions)
 
(% change)
 
(change in millions)
 
(% change)
$—
 
 
$(27)
 
(245.5)
For-year-to-date 2013, leveraged lease income (loss) was $(16) million compared to $11 million for the corresponding period in 2012. The decrease was primarily due to the restructuring of a leveraged lease investment. See Note (J) to the Condensed Financial Statements herein for additional information.
Income Taxes
Second Quarter 2013 vs. Second Quarter 2012
 
Year-to-Date 2013 vs. Year-to-Date 2012
(change in millions)
 
(% change)
 
(change in millions)
 
(% change)
$(171)
 
(52.0)
 
$(340)
 
(64.3)
In the second quarter 2013, income taxes were $158 million compared to $329 million for the corresponding period in 2012. For year-to-date 2013, income taxes were $189 million compared to $529 million for the corresponding period in 2012. The decreases were primarily due to lower pre-tax earnings, partially offset by state income tax credits recognized in 2012 primarily at Georgia Power.

21

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FUTURE EARNINGS POTENTIAL
The results of operations discussed above are not necessarily indicative of Southern Company's future earnings potential. The level of Southern Company's future earnings depends on numerous factors that affect the opportunities, challenges, and risks of the Southern Company system's primary business of selling electricity. These factors include the traditional operating companies' ability to maintain a constructive regulatory environment that continues to allow for the timely recovery of prudently-incurred costs during a time of increasing costs and the successful completion of ongoing construction projects, including construction of generating facilities. Another major factor is the profitability of the competitive wholesale supply business. Future earnings for the electricity business in the near term will depend, in part, upon maintaining energy sales which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities and other wholesale customers, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth or decline in the service territory. In addition, the level of future earnings for the wholesale supply business also depends on numerous factors including creditworthiness of customers, total generating capacity available and related costs, future acquisitions and construction of generating facilities, and the successful remarketing of capacity as current contracts expire. Changes in regional and global economic conditions may impact sales for the traditional operating companies and Southern Power, as the pace of the economic recovery remains uncertain. The timing and extent of the economic recovery will impact growth and may impact future earnings. For additional information relating to these issues, see RISK FACTORS in Item 1A and MANAGEMENT'S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL of Southern Company in Item 7 of the Form 10-K.
Environmental Matters
Compliance costs related to federal and state environmental statutes and regulations could affect earnings if such costs cannot continue to be fully recovered in rates on a timely basis. Environmental compliance spending over the next several years may differ materially from the amounts estimated. The timing, specific requirements, and estimated costs could change as environmental statutes and regulations are adopted or modified. Further, higher costs that are recovered through regulated rates could contribute to reduced demand for electricity, which could negatively affect results of operations, cash flows, and financial condition. See MANAGEMENT'S DISCUSSION AND ANALYSIS FUTURE EARNINGS POTENTIAL "Environmental Matters" of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under "Environmental Matters" in Item 8 of the Form 10-K for additional information.
Climate Change Litigation
Kivalina Case
See MANAGEMENT'S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – "Environmental Matters – Climate Change Litigation – Kivalina Case" of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under "Environmental Matters – Climate Change Litigation – Kivalina Case" in Item 8 of the Form 10-K for additional information. On May 20, 2013, the U.S. Supreme Court denied the plaintiffs' petition for review. The case is now concluded.
Hurricane Katrina Case
See MANAGEMENT'S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – "Environmental Matters – Climate Change Litigation – Hurricane Katrina Case" of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under "Environmental Matters – Climate Change Litigation – Hurricane Katrina Case" in Item 8 of the Form 10-K for additional information. On May 14, 2013, the U.S. Court of Appeals for the Fifth Circuit upheld the U.S. District Court for the Southern District of Mississippi's dismissal of the case. The decision is subject to appeal; therefore, the ultimate outcome of this matter cannot be determined at this time.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Environmental Statutes and Regulations
Air Quality
See MANAGEMENT'S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – "Environmental Matters – Environmental Statutes and Regulations – Air Quality" of Southern Company in Item 7 of the Form 10-K for additional information regarding Alabama's State Implementation Plan requirements related to opacity, the EPA's MATS rule, the 2007 State of Georgia Multi-Pollutant Rule, the Cross State Air Pollution Rule, and the EPA's SO2 rule.
On March 6, 2013, the U.S. Court of Appeals for the Eleventh Circuit upheld the EPA's 2008 approval of Alabama's opacity requirements and vacated the EPA's 2011 attempt to rescind its approval, thereby resolving Alabama Power's appeal in Alabama Power's favor.
On April 24, 2013, the EPA published a final reconsideration rule addressing new source standards within the MATS rule. Although the EPA had considered revisions to the startup and shutdown provisions of the MATS rule, a final decision on these provisions was deferred. The ultimate impact of this rulemaking will depend on the outcome of any additional rulemaking and/or legal challenges and, therefore, cannot be determined at this time.
On April 30, 2013, the State of Georgia finalized revisions to the 2007 State of Georgia Multi-Pollutant Rule and a companion rule requiring a 95% reduction in SO2 emissions from certain coal-fired generating units. The revisions modify the compliance dates under those two rules for units yet to be controlled to synchronize them with the MATS rule compliance deadline. The revisions also allow natural gas to be used as a compliance alternative at Plant Yates. See Note 3 to the financial statements of Southern Company under "Retail Regulatory Matters Georgia Power Integrated Resource Plans" in Item 8 of the Form 10-K and Note (B) to the Condensed Financial Statements under "Retail Regulatory Matters – Georgia Power – Integrated Resource Plans" herein for additional information regarding the conversion of Plant Yates Units 6 and 7.
On June 24, 2013, the U.S. Supreme Court issued an order granting petitions by the EPA and other parties requesting review of the U.S. Court of Appeals for the District of Columbia Circuit's decision to vacate and remand the Cross State Air Pollution Rule to the EPA. The ultimate outcome of this matter cannot be determined at this time.
On July 25, 2013, the EPA issued initial nonattainment area designations under the one-hour National Ambient Air Quality Standard for SO2 based on ambient air quality monitoring data. No areas within the Southern Company system's service territory were designated as nonattainment under this rule. The EPA has deferred designation of attainment and unclassifiable areas and may designate additional areas as nonattainment in the future, which could include areas within the Southern Company system's service territory. The ultimate outcome of this matter cannot be determined at this time.
Water Quality
See MANAGEMENT'S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – "Environmental Matters – Environmental Statutes and Regulations – Water Quality" of Southern Company in Item 7 of the Form 10-K for additional information regarding the EPA's proposed revision of the current steam electric effluent guidelines and rule for cooling water intake structures.
On June 7, 2013, the EPA published a proposed rule which requests comments on a range of potential regulatory options for addressing certain wastestreams from steam electric power plants. These regulations could result in the installation of additional controls at certain of the facilities of the traditional operating companies and Southern Power, which could result in significant capital expenditures and compliance costs that could affect future unit retirement and replacement decisions. The ultimate impact of these proposed regulations will, however, depend on the specific requirements of the final rule and the outcome of any legal challenges and cannot be determined at this time.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

On June 27, 2013, the EPA entered into an amended settlement agreement to extend the deadline for issuing a final rule for cooling water intake structures until November 4, 2013. The ultimate outcome of this matter cannot be determined at this time.
Global Climate Issues
See MANAGEMENT'S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – "Environmental Matters – Environmental Statutes and Regulations – Global Climate Issues" of Southern Company in Item 7 of the Form 10-K for additional information regarding the proposed regulation of greenhouse gas emissions through establishment of new source performance standards.
On June 25, 2013, a Presidential Memorandum directed the EPA to issue a revised proposal addressing new fossil fuel-fired steam electric generating units by September 20, 2013 and to propose standards, regulations, or guidelines for addressing modified, reconstructed, and existing steam electric generating units by June 1, 2014. The ultimate impact of these proposed regulations and guidelines will depend on the scope and specific requirements of the proposed and final rules and the outcome of any legal challenges.
Although the outcome of the proposed regulations and guidelines cannot be determined at this time, additional restrictions on the Southern Company system's greenhouse gas emissions at the federal or state level could result in significant additional compliance costs, including capital expenditures. These costs could affect future unit retirement and replacement decisions. Also, additional compliance costs and costs related to unit retirements could affect results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates or through PPAs. Further, higher costs that are recovered through regulated rates could contribute to reduced demand for electricity, which could negatively impact results of operations, cash flows, and financial condition.
PSC Matters
Retail Fuel Cost Recovery
The traditional operating companies each have established fuel cost recovery rates approved by their respective state PSCs. The traditional operating companies have experienced lower pricing for natural gas in recent years resulting in an increase in natural gas generation and a decrease in coal generation, which is currently more costly. Although natural gas prices have doubled from their lowest point in 2012, natural gas units still supply a large portion of the traditional operating companies' generation. As a result, the total over recovered fuel balance at Alabama Power, Georgia Power, and Mississippi Power included on Southern Company's Condensed Balance Sheets herein was approximately $158 million at June 30, 2013 compared to the total over recovered fuel balance at Georgia Power, Gulf Power, and Mississippi Power as of December 31, 2012 of approximately $303 million. At June 30, 2013, Gulf Power had under recovered fuel costs included on Southern Company's Condensed Balance Sheet herein of approximately $16 million. At December 31, 2012, Alabama Power had under recovered fuel costs included on Southern Company's Condensed Balance Sheet herein of approximately $4 million.
Fuel cost recovery revenues as recorded on the financial statements are adjusted for differences in actual recoverable fuel costs and amounts billed in current regulated rates. Accordingly, any changes in the billing factor will not have a significant effect on Southern Company's revenues or net income, but will affect cash flow. The traditional operating companies continuously monitor their under or over recovered fuel cost balances.
See MANAGEMENT'S DISCUSSION AND ANALYSIS FUTURE EARNINGS POTENTIAL "PSC Matters Fuel Cost Recovery" of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under "Retail Regulatory Matters – Alabama Power – Energy Cost Recovery" and "Retail Regulatory Matters – Georgia Power – Fuel Cost Recovery" in Item 8 of the Form 10-K for additional information.

24

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Alabama Power
Rate RSE
See MANAGEMENT'S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL "PSC Matters Alabama Power Rate RSE" of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under "Retail Regulatory Matters Alabama Power Rate RSE" in Item 8 of the Form 10-K for additional information regarding Alabama Power's Rate Stabilization and Equalization (Rate RSE). In May, June, and July 2013, the Alabama PSC held public proceedings regarding the operation and utilization of Rate RSE. The ultimate outcome of these proceedings cannot be determined at this time.
Rate CNP
See MANAGEMENT'S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – "PSC Matters – Alabama Power Rate CNP" of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under "Retail Regulatory Matters – Alabama Power Rate CNP" in Item 8 of the Form 10-K for additional information regarding Alabama Power's recovery of retail costs through Rate Certificated New Plant Environmental (Rate CNP Environmental).
On August 1, 2013, Alabama Power filed a petition with the Alabama PSC requesting a revision to Rate CNP Environmental that would allow recovery of costs related to pre-2005 environmental assets currently being recovered through Rate RSE. The revenue impact as a result of this proposed revision is estimated to be $50 million in 2014; however, this petition is being made in accordance with Alabama Power's agreement with the Alabama PSC to develop a plan to keep Rate RSE and Rate CNP Environmental factors unchanged in 2014. See MANAGEMENT'S DISCUSSION AND ANALYSIS FUTURE EARNINGS POTENTIAL "PSC Matters Alabama Power Rate RSE" in Item 7 and Note 3 to the financial statements of Southern Company under "Retail Regulatory Matters Alabama Power Rate RSE" in Item 8 of the Form 10-K for additional information. Any unrecovered amounts associated with 2014 environmental compliance costs will be reflected in the 2015 Rate CNP Environmental filing. This petition is subject to the Alabama PSC's approval. The ultimate outcome of this matter cannot be determined at this time.
Natural Disaster Cost Recovery
See MANAGEMENT'S DISCUSSION AND ANALYSIS FUTURE EARNINGS POTENTIAL "PSC Matters Alabama Power Natural Disaster Reserve" of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under "Retail Regulatory Matters Alabama Power Natural Disaster Reserve" in Item 8 of the Form 10-K for additional information regarding natural disaster cost recovery. At June 30, 2013, the NDR had an accumulated balance of $95 million as compared to $103 million at December 31, 2012, which is included on Southern Company's Condensed Balance Sheet herein under other regulatory liabilities, deferred. The decrease in the NDR is a result of storm activity. The related accruals are reflected as operations and maintenance expenses on Southern Company's Condensed Statement of Income herein.
Non-Nuclear Outage Accounting Order
On August 1, 2013, Alabama Power filed a petition with the Alabama PSC requesting authorization to defer to a regulatory asset account certain operations and maintenance expenses associated with planned outages at generation facilities in 2014 and to amortize those expenses over a three-year period beginning in 2015. The 2014 outage expenditures proposed to be deferred and amortized are estimated to total approximately $70 million. This petition is being made in accordance with Alabama Power's agreement with the Alabama PSC to develop a plan to keep Rate RSE factors unchanged in 2014. See MANAGEMENT'S DISCUSSION AND ANALYSIS FUTURE EARNINGS POTENTIAL "PSC Matters Alabama Power Rate RSE" in Item 7 and Note 3 to the financial statements of Southern Company under "Retail Regulatory Matters Alabama Power Rate RSE" in Item 8 of the Form 10-K for additional information. This petition is subject to the Alabama PSC's approval. The ultimate outcome of this matter cannot be determined at this time.

25

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Georgia Power
Rate Plans
See MANAGEMENT'S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – "PSC Matters –Georgia Power – Rate Plans" of Southern Company in Item 7 of the Form 10-K and Note 3 to the financial statements of Southern Company under "Retail Regulatory Matters – Georgia Power – Rate Plans" in Item 8 of the Form 10-K for information regarding Georgia Power's current retail rate plan.
In accordance with the 2010 ARP, Georgia Power filed a base rate case with the Georgia PSC on June 28, 2013 (2013 Rate Case). The filing includes a requested rate increase totaling $482 million, or 6.1% of retail revenues, to be effective January 1, 2014 based on a proposed retail ROE of 11.50%. The requested increase will be recovered through Georgia Power's existing base rate tariffs as follows: $334 million through the traditional base rate tariffs, $132 million through the Environmental Compliance Cost Recovery (ECCR) tariff, $5 million through the Demand Side Management tariffs, and $11 million through the Municipal Franchise Fee tariff. The filing reflects revenue requirements that have been levelized over the three-year period ending December 31, 2016 to provide stable rates to customers during a period of rising costs. The request is being made to allow Georgia Power to recover the costs of recent and future investments in infrastructure including environmental controls, transmission and distribution, generation, and smart grid technologies in order to maintain high levels of reliability and superior customer service.
The primary points of the 2013 Rate Case are:
Continuation of the traditional base rate tariffs through December 31, 2016 based on a test year ending July 31, 2014 with a modification for an appropriate three-year levelization adjustment.
Continuation of the ECCR tariff through December 31, 2016 with a modification for an appropriate three-year levelization adjustment.
Continuation of an allowed retail ROE range of 10.25% to 12.25%.
Continuation of the process whereby two-thirds of any earnings above the top of the allowed ROE range will be shared with Georgia Power's customers and the remaining one-third will be retained by Georgia Power.
Continuation of the option to file an Interim Cost Recovery tariff in the event earnings are projected to fall below the bottom of the ROE range during the three-year term of the plan.
The Georgia PSC is scheduled to issue a final order in this matter during December 2013. The ultimate outcome of this matter cannot be determined at this time.
Integrated Resource Plans
See MANAGEMENT'S DISCUSSION AND ANALYSIS FUTURE EARNINGS POTENTIAL "Environmental Matters Environmental Statutes and Regulations Air Quality," "Water Quality," and " Coal Combustion Byproducts" of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under "Retail Regulatory Matters Georgia Power Rate Plans" and " Integrated Resource Plans" in Item 8 of the Form 10-K for additional information regarding proposed and final EPA rules and regulations, including the MATS rule for coal- and oil-fired electric utility steam generating units, proposed cooling water intake structure rules, revisions to effluent guidelines for steam electric power plants, and additional regulation of coal combustion byproducts; the State of Georgia's Multi-Pollutant Rule; Georgia Power's analysis of the potential costs and benefits of installing the required controls on its fossil generating units in light of these regulations; the 2010 ARP; the 2011 IRP; and the 2013 IRP.
On April 17, 2013, the Georgia PSC approved the decertification of Plant Bowen Unit 6 (32 MWs), which was retired on April 25, 2013.
On July 11, 2013, the Georgia PSC approved Georgia Power's request to decertify and retire Plant Boulevard Units 2 and 3 (28 MWs) effective July 17, 2013. Plant Branch Units 3 and 4 (1,016 MWs), Plant Yates Units 1 through 5 (579 MWs), and Plant McManus Units 1 and 2 (122 MWs) will be decertified and retired by April 16, 2015, the compliance date of the MATS rule. The decertification date of Plant Branch Unit 1 was extended from December

26

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

31, 2013 as specified in the final order in the 2011 IRP to coincide with the decertification date of Plant Branch Units 3 and 4. The decertification and retirement of Plant Kraft Units 1 through 4 (316 MWs) was also approved and will be effective by April 16, 2016, assuming a one-year extension of the MATS rule compliance date is approved by the State of Georgia Environmental Protection Division to allow for necessary transmission system reliability improvements.
Additionally, the Georgia PSC approved Georgia Power's proposed MATS rule compliance plan for emissions controls necessary for the continued operation of Plants Bowen Units 1 through 4, Wansley Units 1 and 2, Scherer Units 1 through 3, and Hammond Units 1 through 4, the switch to natural gas as the primary fuel at Plants Yates Units 6 and 7 and SEGCO's Plant Gaston Units 1 through 4, as well as the fuel switch at Plant McIntosh Unit 1 to operate on Powder River Basin coal.
The Georgia PSC also deferred decisions regarding the appropriate recovery periods for the net book values of Plant Branch Units 3 and 4 and Plant Boulevard Units 2 and 3, deferred environmental construction work in progress for Plant Branch Units 3 and 4 and Plant Yates Units 6 and 7, costs associated with unusable material and supplies, and any over or under recovered cost of removal balances remaining at the unit retirement dates for each retirement unit until the 2013 Rate Case. The Georgia PSC also deferred decisions regarding the recovery of any fuel related costs that could be incurred in connection with the retirement units to be addressed in future fuel cases.
The Georgia PSC also approved an additional 525 MWs of solar generation to be purchased by Georgia Power. The 525 MWs will be subdivided into 425 MWs of utility scale projects and 100 MWs of distributed generation. The 425 MWs of the utility scale projects will be purchased through a competitive request for proposal process which will be open to all qualified market participants, including Georgia Power and its affiliates. The purchases resulting from both programs will be for energy only and recovered through Georgia Power's fuel cost recovery mechanism.
The decertification of these units, fuel conversions, and procurement of additional solar generation are not expected to have a material impact on Southern Company's financial statements; however, the ultimate outcome depends on the Georgia PSC's order in the 2013 Rate Case and future fuel cases and cannot be determined at this time.
On April 22, 2013, Georgia Power executed two PPAs to purchase energy from two wind farms in Oklahoma with capacity totaling 250 MWs that will commence in 2016 and end in 2035. On April 29, 2013 and May 13, 2013, Georgia Power executed two PPAs to purchase 50 MWs and 56 MWs, respectively, of biomass capacity and energy from two facilities that will commence in 2015 and end in 2035. On May 21, 2013, the Georgia PSC approved the biomass capacity and energy PPAs. These four PPAs result in additional contractual obligations of approximately $13 million in 2015, $47 million in 2016, $49 million in 2017, and $1.29 billion thereafter.
Income Tax Matters
Bonus Depreciation
In 2010, the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010 (Tax Relief Act) was signed into law. Major tax incentives in the Tax Relief Act include 100% bonus depreciation for property placed in service after September 8, 2010 and through 2011 (and for certain long-term production-period projects placed in service in 2012) and 50% bonus depreciation for property placed in service in 2012 (and for certain long-term production-period projects to be placed in service in 2013), which will have a positive impact on the future cash flows of Southern Company through 2013.
On January 2, 2013, the American Taxpayer Relief Act of 2012 (ATRA) was signed into law. The ATRA retroactively extended several tax credits through 2013 and extended 50% bonus depreciation for property to be placed in service in 2013 (and for certain long-term production-period projects to be placed in service in 2014). The extension of 50% bonus depreciation will have a positive impact on the future cash flows of Southern Company through 2014.
Consequently, Southern Company's positive cash flow benefit is estimated to be between $565 million and $630 million in 2013.

27

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Construction Program
The subsidiary companies of Southern Company are engaged in continuous construction programs to accommodate existing and estimated future loads on their respective systems. The Southern Company system intends to continue its strategy of developing and constructing new generating facilities, including the ongoing construction of Plant Vogtle Units 3 and 4 at Georgia Power, the Kemper IGCC at Mississippi Power, and solar units at Southern Power, as well as adding or changing fuel sources for certain existing units, adding environmental control equipment, and expanding the transmission and distribution systems. For the traditional operating companies, major generation construction projects are subject to state PSC approvals in order to be included in retail rates. While Southern Power generally constructs and acquires generation assets covered by long-term PPAs, any uncontracted capacity could negatively affect future earnings.
The two largest construction projects currently underway in the Southern Company system are Plant Vogtle Units 3 and 4 (45.7% ownership interest by Georgia Power in two units, each with approximately 1,100 MWs) and the construction of Mississippi Power's Kemper IGCC (582 MWs). See FINANCIAL CONDITION AND LIQUIDITY – "Capital Requirements and Contractual Obligations" herein for the cost estimate of the Southern Company system's construction program, which includes the current construction cost estimate to complete the Kemper IGCC. Also see Note 3 to the financial statements of Southern Company under "Retail Regulatory Matters – Georgia Power – Nuclear Construction" and "Integrated Coal Gasification Combined Cycle" in Item 8 of the Form 10-K and Note (B) to the Condensed Financial Statements under "Retail Regulatory Matters Georgia Power Nuclear Construction" and "Integrated Coal Gasification Combined Cycle" herein for additional information.
Investments in Leveraged Leases
See MANAGEMENT'S DISCUSSION AND ANALYSIS FUTURE EARNINGS POTENTIAL "Investments in Leveraged Leases" of Southern Company in Item 7 and Note 1 to the financial statements of Southern Company under "Leveraged Leases" in Item 8 of the Form 10-K for additional information.
On March 1, 2013, Southern Company completed the restructuring of the nonrecourse debt and the related rental payments associated with its leveraged lease investment in a 440-MW generation facility located in Choctaw County, Mississippi. In connection with the restructuring, Southern Company has committed, as owner/lessor, to invest approximately $60 million in capital over the next three years to improve the operational performance of the facility and upgrade environmental controls. As part of the restructuring, the interest rate on the nonrecourse debt was significantly reduced, resulting in lower debt payments for Southern Company and lower rental payments for the lessee over the remaining 19-year term of the nonrecourse debt and the lease. As a consequence of the restructuring, Southern Company recalculated its net investment in the lease to reflect changes in the future cash flows to Southern Company as owner/lessor. As a result of the recalculation, Southern Company recorded an after-tax charge to income during the first quarter 2013 of approximately $16 million. This noncash charge reflects a reallocation of previously recognized lease income that will be reflected in income over the remaining term of the lease.
Other Matters
Southern Company and its subsidiaries are involved in various other matters being litigated and regulatory matters that could affect future earnings. In addition, Southern Company and its subsidiaries are subject to certain claims and legal actions arising in the ordinary course of business. The business activities of Southern Company's subsidiaries are subject to extensive governmental regulation related to public health and the environment, such as regulation of air emissions and water discharges. Litigation over environmental issues and claims of various types, including property damage, personal injury, common law nuisance, and citizen enforcement of environmental requirements, such as air quality and water standards, has increased generally throughout the U.S. In particular, personal injury, property damage, and other claims for damages alleged to have been caused by carbon dioxide and other emissions, coal combustion byproducts, and alleged exposure to hazardous materials, and/or requests for injunctive relief in connection with such matters, have become more frequent.

28

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The ultimate outcome of such pending or potential litigation against Southern Company and its subsidiaries cannot be predicted at this time; however, for current proceedings not specifically reported in Note (B) to the Condensed Financial Statements herein or in Note 3 to the financial statements of Southern Company in Item 8 of the Form 10-K, management does not anticipate that the ultimate liabilities, if any, arising from such current proceedings would have a material effect on Southern Company's financial statements.
See the Notes to the Condensed Financial Statements herein for a discussion of various other contingencies, regulatory matters, and other matters being litigated which may affect future earnings potential.
See MANAGEMENT'S DISCUSSION AND ANALYSIS FUTURE EARNINGS POTENTIAL "Other Matters" of Southern Company in Item 7 of the Form 10-K for additional information regarding the NRC's performance of additional operational and safety reviews of nuclear facilities in the U.S. following the major earthquake and tsunami that struck Japan in 2011. On March 19, 2013, the NRC issued an order relating to hardened vents for certain classes of containment structures, including the one in use at Plant Hatch. On June 6, 2013, the NRC issued a new order superseding the March 19, 2013 order regarding enhanced safety for hardened vents. Southern Company is continuing to analyze the impact of this order. The ultimate outcome of this matter cannot be determined at this time; however, management does not currently anticipate that the compliance costs associated with this order would have a material impact on Southern Company's financial statements.
On April 4, 2013, an explosion occurred at Plant Bowen Unit 2 that resulted in substantial damage to the Plant Bowen Unit 2 generator, Plant Bowen's Units 1 and 2 control room and surrounding areas, as well as Plant Bowen's switchyard. Plant Bowen Unit 1 (approximately 700 MWs) was returned to service on August 3, 2013. Plant Bowen Unit 2 (approximately 700 MWs) remains offline, pending completion of repairs. Georgia Power expects that any material repair costs related to the damage will be covered by property insurance. The ultimate outcome of this matter cannot be determined at this time.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
Southern Company prepares its consolidated financial statements in accordance with GAAP. Significant accounting policies are described in Note 1 to the financial statements of Southern Company in Item 8 of the Form 10-K. In the application of these policies, certain estimates are made that may have a material impact on Southern Company's results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. See MANAGEMENT'S DISCUSSION AND ANALYSIS – ACCOUNTING POLICIES – "Application of Critical Accounting Policies and Estimates" of Southern Company in Item 7 of the Form 10-K for a complete discussion of Southern Company's critical accounting policies and estimates related to Electric Utility Regulation, Contingent Obligations, and Pension and Other Postretirement Benefits.

29

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Kemper IGCC Estimated Construction Costs, Project Completion Date, and Rate Recovery
Mississippi Power has revised its cost estimate to complete construction of the Kemper IGCC to an amount that exceeds the $2.88 billion cost cap, net of the DOE Grants and the Cost Cap Exceptions. Mississippi Power does not intend to seek any joint owner contributions or rate recovery for any costs related to the construction of the Kemper IGCC that exceed the $2.88 billion cost cap, excluding the Cost Cap Exceptions and net of the DOE Grants. As a result of the revisions to the cost estimate, Southern Company recorded pretax charges of $540 million and $450 million in the first and second quarters of 2013, respectively. In subsequent periods, any further changes in the estimated costs to complete construction of the Kemper IGCC subject to the $2.88 billion cost cap will be reflected in Southern Company's statements of income and these changes could be material. Southern Company's analysis will be ongoing throughout the construction period. Mississippi Power could experience further construction cost increases and/or schedule delays with respect to the Kemper IGCC as a result of factors including, but not limited to, labor costs and productivity, adverse weather conditions, shortages and inconsistent quality of equipment, materials, and labor, or contractor or supplier delay or non-performance under construction or other agreements. Furthermore, Mississippi Power could also experience schedule delays associated with start-up activities for this "first-of-a-kind" technology, including major equipment failure, system integration, and operations, and/or unforeseen engineering problems, which would result in further cost increases or require repayment of a portion of investment tax credits received.
Given the significant judgment involved in estimating the future costs to complete construction, the project completion date, the ultimate rate recovery for the Kemper IGCC, and the potential impact on Southern Company's results of operations, Southern Company considers these items to be critical accounting estimates. See FUTURE EARNINGS POTENTIAL – "Construction Program" of Southern Company in Item 7 of the Form 10-K, Note 3 to the financial statements of Southern Company under "Integrated Coal Gasification Combined Cycle" in Item 8 of the Form 10-K, and Note (B) to the Condensed Financial Statements under "Integrated Coal Gasification Combined Cycle" herein for additional information.
FINANCIAL CONDITION AND LIQUIDITY
Overview
See MANAGEMENT'S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY "Overview" of Southern Company in Item 7 of the Form 10-K for additional information. Although earnings were negatively affected by the estimated probable losses relating to the Kemper IGCC, Southern Company's financial condition remained stable at June 30, 2013. These non-cash charges for the six months ended June 30, 2013 are expected to result in future cash expenditures with no return or recovery. Southern Company intends to continue to monitor its access to short-term and long-term capital markets as well as its bank credit arrangements to meet future capital and liquidity needs. See "Capital Requirements and Contractual Obligations," "Sources of Capital," and "Financing Activities" herein for additional information.
Net cash provided from operating activities totaled $1.9 billion for the first six months of 2013, an increase of $190 million from the corresponding period in 2012. The increase in net cash provided from operating activities was primarily due to a reduction in fossil fuel stock. Net cash used for investing activities totaled $2.6 billion for the first six months of 2013 primarily due to property additions to utility plant. Net cash provided from financing activities totaled $478 million for the first six months of 2013. This was primarily due to long-term debt issuances. Fluctuations in cash flow from financing activities vary from year to year based on capital needs and the maturity or redemption of securities.
Significant balance sheet changes for the first six months of 2013 include an increase of $927 million in total property, plant, and equipment for construction of generation, transmission, and distribution facilities. Other significant changes include a $669 million increase in long-term debt (excluding amounts due within a year) to repay maturing debt and to fund the Southern Company subsidiaries' continuous construction programs, a $762 million increase in notes payable primarily due to an increase in commercial paper, and a $491 million decrease in retained earnings resulting from the estimated probable loss on the Kemper IGCC.

30

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The market price of Southern Company's common stock at the end of the second quarter 2013 was $44.13 per share (based on the closing price as reported on the New York Stock Exchange) and the book value was $20.64 per share, representing a market-to-book ratio of 214%, compared to $42.81, $21.09, and 203%, respectively, at the end of 2012. The dividend for the second quarter 2013 was $0.5075 per share compared to $0.49 per share in the second quarter 2012.
Capital Requirements and Contractual Obligations
See MANAGEMENT'S DISCUSSION AND ANALYSIS FINANCIAL CONDITION AND LIQUIDITY "Capital Requirements and Contractual Obligations" of Southern Company in Item 7 of the Form 10-K for a description of Southern Company's capital requirements for the construction programs of the Southern Company system, including estimated capital expenditures for new generating facilities and to comply with existing environmental statutes and regulations, and other funding requirements associated with scheduled maturities of long-term debt, as well as the related interest, preferred and preference stock dividends, leases, trust funding requirements, other purchase commitments, unrecognized tax benefits and interest, and derivative obligations. Approximately $2.1 billion will be required through June 30, 2014 to fund maturities of long-term debt. See FUTURE EARNINGS POTENTIAL – "Environmental Matters – Environmental Statutes and Regulations" herein for additional information.
The Southern Company system's construction program is estimated to be $6.2 billion for 2013, $6.1 billion for 2014, and $5.2 billion for 2015. Included in these estimated amounts are expenditures related to the construction of the Kemper IGCC of $1.3 billion and $456 million in 2013 and 2014, respectively, which include the current construction cost estimate to complete the Kemper IGCC and are net of SMEPA's 15% proposed ownership share of the Kemper IGCC, which reflects costs of approximately $550 million in 2014. The estimated share for SMEPA reflects estimated construction costs relating to SMEPA's proposed ownership interest (including construction costs for all prior years relating to its proposed ownership interest).
The construction programs are subject to periodic review and revision, and actual construction costs may vary from these estimates because of numerous factors. These factors include: changes in business conditions; changes in load projections; changes in the expected environmental compliance program; changes in environmental statutes and regulations; the outcome of any legal challenges to the environmental rules; changes in generating plants, including unit retirements and replacements and adding or changing fuel sources at existing units, to meet regulatory requirements; changes in FERC rules and regulations; PSC approvals; changes in legislation; the cost and efficiency of construction labor, equipment, and materials; project scope and design changes; storm impacts; and the cost of capital. In addition, there can be no assurance that costs related to capital expenditures will be fully recovered. See Note 3 to the financial statements of Southern Company under "Retail Regulatory Matters – Georgia Power – Nuclear Construction" and "Integrated Coal Gasification Combined Cycle" in Item 8 of the Form 10-K and Note (B) to the Condensed Financial Statements under "PSC Matters – Georgia Power – Nuclear Construction" and "Integrated Coal Gasification Combined Cycle" herein for additional information.
Sources of Capital
Southern Company intends to meet its future capital needs through internal cash flow and external security issuances. Equity capital can be provided from any combination of Southern Company's stock plans, private placements, or public offerings. The amount and timing of additional equity capital to be raised in 2013, as well as in subsequent years, will be contingent on Southern Company's investment opportunities and capital requirements.
Except as described herein, the traditional operating companies and Southern Power plan to obtain the funds required for construction and other purposes from sources similar to those used in the past, which were primarily from operating cash flows, security issuances, term loans, short-term borrowings, and equity contributions from Southern Company. However, the amount, type, and timing of any future financings, if needed, will depend upon prevailing market conditions, regulatory approval, and other factors. See MANAGEMENT'S DISCUSSION AND ANALYSIS FINANCIAL CONDITION AND LIQUIDITY "Sources of Capital" of Southern Company in Item 7 of the Form 10-K for additional information.

31

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In 2010, Georgia Power reached an agreement with the DOE to accept terms for a conditional commitment for federal loan guarantees that would apply to future Georgia Power borrowings related to the construction of Plant Vogtle Units 3 and 4. Any borrowings guaranteed by the DOE would be full recourse to Georgia Power and secured by a first priority lien on Georgia Power's 45.7% undivided ownership interest in Plant Vogtle Units 3 and 4. Total guaranteed borrowings would not exceed the lesser of 70% of eligible project costs or approximately $3.46 billion and are expected to be funded by the Federal Financing Bank. Final approval and issuance of loan guarantees by the DOE are subject to negotiation of definitive agreements, completion of due diligence by the DOE, receipt of any necessary regulatory approvals, and satisfaction of other conditions. In the event that the DOE does not issue a loan guarantee or Georgia Power determines that the final terms and conditions of the loan guarantee by the DOE are not in the best interest of its customers, Georgia Power expects to finance the construction of Plant Vogtle Units 3 and 4 through traditional capital markets financings. There can be no assurance that the DOE will issue loan guarantees for Georgia Power. The conditional commitment will expire on September 30, 2013, unless further extended by the DOE. See Note (B) to the Condensed Financial Statements under "Retail Regulatory Matters – Georgia Power – Nuclear Construction" herein for additional information regarding Plant Vogtle Units 3 and 4.
Mississippi Power has received DOE Grants of $245 million that have been used for the construction of the Kemper IGCC. An additional $25 million in DOE Grants is expected to be received for the initial operation of the Kemper IGCC. See Note (B) to the Condensed Financial Statements under "Integrated Coal Gasification Combined Cycle" herein for information regarding legislation related to the securitization of certain costs of the Kemper IGCC.
Southern Company's current liabilities frequently exceed current assets because of the continued use of short-term debt as a funding source to meet scheduled maturities of long-term debt, as well as cash needs, which can fluctuate significantly due to the seasonality of the business of the Southern Company system. To meet short-term cash needs and contingencies, Southern Company has substantial cash flow from operating activities and access to capital markets, including commercial paper programs which are backed by bank credit facilities.
At June 30, 2013, Southern Company and its subsidiaries had approximately $424 million of cash and cash equivalents. Committed credit arrangements with banks at June 30, 2013 were as follows:
 
 
Expires(a)
 
 
 
Executable Term
Loans
 
Due Within One
Year
Company
 
2013
 
2014
 
2016
 
2018
 
Total
 
Unused
 
One
Year
 
Two
Years
 
Term
Out
 
No Term
Out
 
 
(in millions)
 
(in millions)
 
(in millions)
 
(in millions)
Southern Company
 
$

 
$

 
$

 
$
1,000

 
$
1,000

 
$
1,000

 
$

 
$

 
$

 
$

Alabama Power
 
77

 
225

 

 
1,000

 
1,302

 
1,301

 
53

 

 
53

 
99

Georgia Power
 

 

 
150

 
1,600

 
1,750

 
1,740

 

 

 

 

Gulf Power
 
20

 
90

 
165

 

 
275

 
275

 
45

 

 
45

 
65

Mississippi Power
 
40

 
95

 
165

 

 
300

 
300

 
25

 
40

 
65

 
70

Southern Power
 

 

 

 
500

 
500

 
486

 

 

 

 

Other
 
25

 
75

 

 

 
100

 
100

 
25

 

 
25

 
75

Total
 
$
162

 
$
485

 
$
480

 
$
4,100

 
$
5,227

 
$
5,202

 
$
148

 
$
40

 
$
188

 
$
309

(a)
No credit arrangements expire in 2015 or 2017.
See Note 6 to the financial statements of Southern Company under "Bank Credit Arrangements" in Item 8 of the Form 10-K and Note (E) to the Condensed Financial Statements under "Bank Credit Arrangements" herein for additional information.
A portion of the unused credit with banks is allocated to provide liquidity support to the traditional operating companies' variable rate pollution control revenue bonds and commercial paper programs. The amount of variable rate pollution control revenue bonds outstanding requiring liquidity support as of June 30, 2013 was approximately $1.8 billion.

32

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As reflected in the table above, during the first six months of 2013, Southern Company and certain of its subsidiaries entered into, amended, or renewed certain of their credit arrangements. In February 2013, Southern Company, Alabama Power, Georgia Power, and Southern Power each amended their multi-year credit arrangements, which extended the maturity dates from 2016 to 2018. In March 2013, Gulf Power and Mississippi Power each amended certain of their credit arrangements, which extended the maturity dates from 2014 to 2016 and, in the case of Mississippi Power, also revised the definition of debt to exclude securitized debt relating to the Kemper IGCC for purposes of calculating the debt covenant under these credit arrangements. See Note (B) to the Condensed Financial Statements under ''Integrated Coal Gasification Combined Cycle'' herein for information regarding legislation related to the securitization of certain costs of the Kemper IGCC.
Subsequent to June 30, 2013, Alabama Power amended a $10 million credit arrangement, which extended the maturity date from 2013 to 2014. In addition, subsequent to June 30, 2013, Alabama Power amended a $35 million credit arrangement, which extended the maturity date from 2013 to 2015.
Subsequent to June 30, 2013, SEGCO amended a $25 million credit arrangement, which extended the maturity date from 2013 to 2015.
Southern Company and its subsidiaries expect to renew their credit arrangements as needed, prior to expiration.
Most of these arrangements contain covenants that limit debt levels and typically contain cross default provisions that are restricted only to the indebtedness of the individual company. Southern Company and its subsidiaries are currently in compliance with all such covenants.
The traditional operating companies may also meet short-term cash needs through a Southern Company subsidiary organized to issue and sell commercial paper at the request and for the benefit of each of the traditional operating companies.
Details of short-term borrowings were as follows:
 
 
Short-term Debt at
June 30, 2013
 
Short-term Debt During the Period(a)(b)
 
 
Amount
Outstanding
 
Weighted
Average
Interest
Rate
 
Average
Outstanding
 
Weighted
Average
Interest
Rate
 
Maximum
Amount
Outstanding
 
 
(in millions)
 
 
 
(in millions)
 
 
 
(in millions)
Commercial paper
 
$
1,462

 
0.2
%
 
$
1,167

 
0.3
%
 
$
1,616

Short-term bank debt
 
125

 
1.2
%
 
152

 
1.0
%
 
300

Total
 
$
1,587

 
0.3
%
 
$
1,319

 
0.3
%
 
 
(a)    Excludes notes payable related to other energy service contracts of $2 million.
(b)    Average and maximum amounts are based upon daily balances during the three-month period ended June 30, 2013.
Management believes that the need for working capital can be adequately met by utilizing commercial paper programs, lines of credit, and cash.
Credit Rating Risk
Southern Company and its subsidiaries do not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain contracts that could require collateral, but not accelerated payment, in the event of a credit rating change of certain subsidiaries to BBB and Baa2, or BBB- and/or Baa3 or below. These contracts are for physical electricity purchases and sales, fuel purchases, fuel transportation and storage, emissions allowances, energy price risk management, and construction of new generation.

33

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The maximum potential collateral requirements under these contracts at June 30, 2013 were as follows:
 
Credit Ratings
  Maximum Potential  
Collateral
Requirements
 
(in millions)
At BBB and Baa2
$
9

At BBB- and/or Baa3
592

Below BBB- and/or Baa3
2,606

In March 2012, Mississippi Power received a $150 million interest-bearing refundable deposit from SMEPA to be applied to the sale price for the pending sale of an undivided interest in the Kemper IGCC. Until the acquisition is closed, the deposit bears interest at Mississippi Power's AFUDC rate adjusted for income taxes, which was 9.967% per annum for 2012 and 9.962% per annum at June 30, 2013, and is refundable to SMEPA upon termination of the asset purchase agreement related to such purchase, within 60 days of a request by SMEPA for a full or partial refund, or within 15 days at SMEPA's discretion in the event that Mississippi Power is assigned a senior unsecured credit rating of BBB+ or lower by S&P or Baa1 or lower by Moody's or ceases to be rated by either of these rating agencies. On July 18, 2013, Southern Company entered into an agreement with SMEPA under which Southern Company has agreed to guarantee the obligations of Mississippi Power with respect to any required refund of the deposit.
On May 24, 2013, S&P revised the ratings outlook for Southern Company and the traditional operating companies from stable to negative.
On May 30, 2013, Moody's placed the ratings of Mississippi Power on review for possible downgrade.
Generally, collateral may be provided by a Southern Company guaranty, letter of credit, or cash. Additionally, any credit rating downgrade could impact the ability of Southern Company and its subsidiaries to access capital markets, particularly the short-term debt market and the variable rate pollution control revenue bond market.
Market Price Risk
The Southern Company system is exposed to market risks, primarily commodity price risk and interest rate risk. The Southern Company system may also occasionally have limited exposure to foreign currency exchange rates. To manage the volatility attributable to these exposures, the applicable company nets the exposures, where possible, to take advantage of natural offsets and enters into various derivative transactions for the remaining exposures pursuant to the applicable company's policies in areas such as counterparty exposure and risk management practices. The Southern Company system's policy is that derivatives are to be used primarily for hedging purposes and mandates strict adherence to all applicable risk management policies. Derivative positions are monitored using techniques including, but not limited to, market valuation, value at risk, stress testing, and sensitivity analysis.
Due to cost-based rate regulation and other various cost recovery mechanisms, the traditional operating companies continue to have limited exposure to market volatility in interest rates, foreign currency, commodity fuel prices, and prices of electricity. In addition, Southern Power's exposure to market volatility in commodity fuel prices and prices of electricity is limited because its long-term sales contracts shift substantially all fuel cost responsibility to the purchaser. However, Southern Power has been and may continue to be exposed to market volatility in energy-related commodity prices as a result of sales of uncontracted generating capacity. To mitigate residual risks relative to movements in electricity prices, the traditional operating companies enter into physical fixed-price contracts for the purchase and sale of electricity through the wholesale electricity market and, to a lesser extent, financial hedge contracts for natural gas purchases. The traditional operating companies continue to manage fuel-hedging programs implemented per the guidelines of their respective state PSCs. Southern Company had no material change in market risk exposure for the second quarter 2013 when compared to the December 31, 2012 reporting period.

34

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The changes in fair value of energy-related derivative contracts, the majority of which are composed of regulatory hedges, for the three and six months ended June 30, 2013 were as follows:
 
 
Second Quarter
2013
Changes
 
Year-to-Date
2013
Changes
 
 
Fair Value
 
 
(in millions)
Contracts outstanding at the beginning of the period, assets (liabilities), net
 
$
(13
)
 
$
(85
)
Contracts realized or settled
 
4

 
29

Current period changes(a)
 
(64
)
 
(17
)
Contracts outstanding at the end of the period, assets (liabilities), net
 
$
(73
)
 
$
(73
)
(a)
Current period changes also include the changes in fair value of new contracts entered into during the period, if any.
The changes in the fair value positions of the energy-related derivative contracts, which are substantially all attributable to both the volume and the price of natural gas, for the three and six months ended June 30, 2013 were as follows:
 
 
Second Quarter
2013
Changes
 
Year-to-Date
2013
Changes
 
 
Fair Value
 
 
(in millions)
Natural gas swaps
 
$
(45
)
 
$
13

Natural gas options
 
(15
)
 
(1
)
Total changes
 
$
(60
)
 
$
12

The net hedge volumes of energy-related derivative contracts were as follows:
 
June 30, 2013
 
March 31,
2013
 
December 31,
2012
 
mmBtu Volume
 
(in millions)
Commodity – Natural gas swaps
194

 
170

 
171

Commodity – Natural gas options
76

 
89

 
105

Total hedge volume
270

 
259

 
276

The weighted average swap contract cost above market prices was approximately $0.28 per mmBtu as of June 30, 2013, $0.05 per mmBtu as of March 31, 2013, and $0.39 per mmBtu as of December 31, 2012. The change in option fair value is primarily attributable to the volatility of the market and the underlying change in the natural gas price. The majority of the natural gas hedge gains and losses are recovered through the traditional operating companies' fuel cost recovery clauses.

35

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The net fair value of energy-related derivative contracts by hedge designation was reflected in the financial statements as follows:
Asset (Liability) Derivatives
 
June 30,
2013
 
December 31,
2012
 
 
(in millions)
Regulatory hedges
 
$
(74
)
 
$
(86
)
Cash flow hedges
 

 

Not designated
 
1

 
1

Total fair value
 
$
(73
)
 
$
(85
)
Energy-related derivative contracts which are designated as regulatory hedges relate to the traditional operating companies' fuel-hedging programs, where gains and losses are initially recorded as regulatory liabilities and assets, respectively, and then are included in fuel expense as they are recovered through the fuel cost recovery clauses. Gains and losses on energy-related derivatives that are designated as cash flow hedges are mainly used by Southern Power to hedge anticipated purchases and sales and are initially deferred in OCI before being recognized in income in the same period as the hedged transaction. Gains and losses on energy-related derivative contracts that are not designated or fail to qualify as hedges are recognized in the statements of income as incurred.
Total net unrealized pre-tax gains (losses) recognized in the statements of income for the three and six months ended June 30, 2013 and 2012 were not material.
Southern Company uses over-the-counter contracts that are not exchange traded but are fair valued using prices which are market observable, and thus fall into Level 2. See Note (C) to the Condensed Financial Statements herein for further discussion on fair value measurements. The maturities of the energy-related derivative contracts, which are all Level 2 of the fair value hierarchy, at June 30, 2013 were as follows:
 
 
June 30, 2013
Fair Value Measurements
 
 
Total
 
Maturity
 
 
Fair Value
 
Year 1
 
Years 2&3
 
Years 4&5
 
 
(in millions)
Level 1
 
$

 
$

 
$

 
$

Level 2
 
(73
)
 
(48
)
 
(26
)
 
1

Level 3
 

 

 

 

Fair value of contracts outstanding at end of period
 
$
(73
)
 
$
(48
)
 
$
(26
)
 
$
1

For additional information, see MANAGEMENT'S DISCUSSION AND ANALYSIS FINANCIAL CONDITION AND LIQUIDITY "Market Price Risk" of Southern Company in Item 7 and Note 1 under "Financial Instruments" and Note 11 to the financial statements of Southern Company in Item 8 of the Form 10-K and Note (H) to the Condensed Financial Statements herein.
Financing Activities
During the first six months of 2013, Southern Company issued approximately 6.1 million shares of common stock for approximately $182 million through the employee and director stock plans, of which 0.7 million shares related to Southern Company's performance share plan. Since mid-2011, Southern Company has issued additional equity only through its employee and director stock plans. In July 2012, Southern Company announced a program to repurchase shares to partially offset the incremental shares issued under its employee and director stock plans. As of December 31, 2012, Southern Company had repurchased a total of approximately 9 million shares at a total cost of approximately $430 million under this program. In January 2013, Southern Company announced that it planned to continue this program through 2015. There were no repurchases under this program in the first six months of 2013 and no further repurchases under the program are anticipated.

36

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In addition, Southern Company is not currently issuing shares of common stock through the Southern Investment Plan or its employee savings plan. All sales under the Southern Investment Plan and the employee savings plan are currently being funded with shares acquired on the open market by the independent plan administrators. Southern Company expects to begin issuing new shares directly under these plans in August 2013.
The following table outlines the long-term debt financing activities for Southern Company and its subsidiaries for the first six months of 2013:
Company(a)
 
Senior Note
Issuances
 
Senior Note
Redemptions
and Maturities
 
Revenue Bond Issuances
 
Revenue Bond Redemptions
 
Other Long-Term Debt Issuances
 
 
 
 
(in millions)
 
 
 
 
Georgia Power
 
$
650

 
$
650

 
$
18

 
$
18

 
$

Gulf Power
 
90

 

 

 

 

Mississippi Power
 

 

 
16

 

 
350

Southern Power
 

 

 

 

 
10

Other
 

 
50

 

 

 

Total
 
$
740

 
$
700

 
$
34

 
$
18

 
$
360

(a) Southern Company and Alabama Power did not issue or redeem any long-term debt during the first six months of 2013.
Southern Company's subsidiaries used the proceeds of the debt issuances shown in the table above for the redemptions and maturities shown in the table above, to repay short-term indebtedness, and for general corporate purposes, including their respective continuous construction programs.
In March 2013, Georgia Power entered into three 60-day floating rate bank loans bearing interest based on one-month LIBOR. Each of these short-term loans was for $100 million aggregate principal amount and the proceeds were used for working capital and other general corporate purposes, including Georgia Power's continuous construction program. These bank loans were repaid at maturity.
In June 2013, Gulf Power entered into a three-month floating rate bank loan bearing interest based on one-month LIBOR. This short-term loan was for $125 million aggregate principal amount and the proceeds were used for working capital and other general corporate purposes, including Gulf Power’s continuous construction program. This bank loan was repaid in July 2013.
Gulf Power purchased and held $42 million aggregate principal amount of Development Authority of Monroe County (Georgia) Pollution Control Revenue Bonds (Gulf Power Company Plant Scherer Project), First Series 2002 (First Series 2002 Bonds) and $21 million aggregate principal amount of Development Authority of Monroe County (Georgia) Pollution Control Revenue Bonds (Gulf Power Company Plant Scherer Project), First Series 2010 (First Series 2010 Bonds) in May 2013 and June 2013, respectively. In June 2013, Gulf Power reoffered the First Series 2002 Bonds and the First Series 2010 Bonds to the public.
In June 2013, Gulf Power issued 500,000 shares of Series 2013A 5.60% Preference Stock and realized proceeds of $50 million. The proceeds from the sale of the Preference Stock, together with the proceeds from the issuance of the $90 million aggregate principal amount of Gulf Power's Series 2013A 5.00% Senior Notes reflected in the table above, were used to repay at maturity $60 million aggregate principal amount of Gulf Power's Series G 4.35% Senior Notes due July 15, 2013, to repay a portion of a three-month floating rate bank loan in an aggregate principal amount outstanding of $125 million, for a portion of the redemption in July 2013 of $30 million aggregate principal amount outstanding of Gulf Power’s Series H 5.25% Senior Notes due July 15, 2033, and for general corporate purposes, including Gulf Power’s continuous construction program.
Subsequent to June 30, 2013, Southern Power issued $300 million aggregate principal amount of Series 2013A 5.25% Senior Notes due July 15, 2043. The net proceeds from the sale of the Series 2013A Senior Notes were used to repay a portion of its outstanding short-term indebtedness and for other general corporate purposes, including Southern Power’s continuous construction program.

37

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Subsequent to June 30, 2013, Mississippi Business Finance Corporation (MBFC) issued $15.3 million aggregate principal amount of MBFC Taxable Revenue Bonds (Mississippi Power Company Project), Series 2012A. The proceeds were used to reimburse Mississippi Power for the cost of the acquisition, construction, equipping, installation, and improvement of certain equipment and facilities for the lignite mining facility related to the Kemper IGCC. See Note 6 to the financial statements of Southern Company under "Other Revenue Bonds" in Item 8 of the Form 10-K for additional information.
In addition to any financings that may be necessary to meet capital requirements and contractual obligations, Southern Company and its subsidiaries plan to continue, when economically feasible, a program to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit.

38


PART I
Item 3. Quantitative And Qualitative Disclosures About Market Risk.
See MANAGEMENT'S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – "Market Price Risk" herein for each registrant and Note 1 to the financial statements of each registrant under "Financial Instruments," Note 11 to the financial statements of Southern Company, Alabama Power, and Georgia Power, Note 10 to the financial statements of Gulf Power and Mississippi Power, and Note 9 to the financial statements of Southern Power in Item 8 of the Form 10-K. Also, see Note (H) to the Condensed Financial Statements herein for information relating to derivative instruments.
Item 4. Controls and Procedures.
(a)
Evaluation of disclosure controls and procedures.
Southern Company, Alabama Power, Georgia Power, Gulf Power, and Southern Power
As of the end of the period covered by this quarterly report, Southern Company, Alabama Power, Georgia Power, Gulf Power, and Southern Power conducted separate evaluations under the supervision and with the participation of each company's management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based upon these evaluations, the Chief Executive Officer and the Chief Financial Officer, in each case, concluded that the disclosure controls and procedures are effective.
Mississippi Power
As described further in Notes 3 and 12 to the financial statements of Mississippi Power in Item 8 and Management's Report on Internal Control Over Financial Reporting in Item 9A of the Form 10-K/A, Mississippi Power restated and corrected its previously issued financial statements for the year ended December 31, 2012 to recognize a pretax charge for an estimated probable loss relating to the Kemper IGCC.
Mississippi Power reported in Item 4(a) of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 that management determined that Mississippi Power's failure to maintain sufficient evidence supporting certain estimated amounts included in the Kemper IGCC cost estimate and to fully communicate the related effects in the development of the Kemper IGCC cost estimate constituted a material weakness in internal control over financial reporting under the standards adopted by the Public Company Accounting Oversight Board. Mississippi Power's management implemented the following actions in the second quarter 2013 to remediate the material weakness in internal control over financial reporting:
established a new governance team focused on accounting, legal, and regulatory affairs that meets
regularly with the Kemper IGCC project and construction teams and provides further oversight around disclosures of the Kemper IGCC cost estimation process and schedule;
refined and enhanced project cost estimation methodologies and related documentation;
re-emphasized and enhanced communication across functional areas and departments; and
applied appropriate performance management actions.
While these actions were implemented during the quarter ended June 30, 2013, Mississippi Power's management's assessment as to their effectiveness will not be completed until the end of the third quarter 2013.
Therefore, as of the end of the period covered by this quarterly report, Mississippi Power conducted an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based upon this evaluation, which considered the material weakness described above, the Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures for this period were not effective.

39


(b)
Changes in internal controls.
Southern Company, Alabama Power, Georgia Power, Gulf Power, and Southern Power
There have been no changes in Southern Company's, Alabama Power's, Georgia Power's, Gulf Power's, or Southern Power's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the second quarter 2013 that have materially affected or are reasonably likely to materially affect Southern Company's, Alabama Power's, Georgia Power's, Gulf Power's, or Southern Power's internal control over financial reporting.
Mississippi Power
Other than implementation of the remedial actions described above under Item 4(a), there have been no changes in Mississippi Power's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the second quarter 2013 that have materially affected or are reasonably likely to materially affect Mississippi Power's internal control over financial reporting.

40


ALABAMA POWER COMPANY

41


ALABAMA POWER COMPANY
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
 
 
For the Three Months
Ended June 30,
 
For the Six Months
Ended June 30,
 
2013
 
2012
 
2013
 
2012
 
(in millions)
 
(in millions)
Operating Revenues:
 
 
 
 
 
 
 
Retail revenues
$
1,221

 
$
1,254

 
$
2,362

 
$
2,346

Wholesale revenues, non-affiliates
61

 
70

 
120

 
131

Wholesale revenues, affiliates
60

 
6

 
116

 
20

Other revenues
50

 
47

 
102

 
96

Total operating revenues
1,392

 
1,377

 
2,700

 
2,593

Operating Expenses:
 
 
 
 
 
 
 
Fuel
401

 
343

 
773

 
649

Purchased power, non-affiliates
28

 
17

 
48

 
32

Purchased power, affiliates
41

 
66

 
72

 
106

Other operations and maintenance
319

 
316

 
649

 
637

Depreciation and amortization
159

 
160

 
317

 
317

Taxes other than income taxes
87

 
85

 
177

 
171

Total operating expenses
1,035

 
987

 
2,036

 
1,912

Operating Income
357

 
390

 
664

 
681

Other Income and (Expense):
 
 
 
 
 
 
 
Allowance for equity funds used during construction
8

 
4

 
16