Dan Tucker – Vice President-Investor Relations and Financial Planning Thomas A. Fanning – Chairman, President and Chief Executive Officer Art P. Beattie – Executive Vice President and Chief Financial Officer

Steve I. Fleishman – Wolfe Research LLC Greg Gordon – International Strategy & Investment Group LLC Jim D. von Riesemann – CRT Capital Group LLC Ali Agha – SunTrust Robinson Humphrey, Inc. Michael J. Lapides – Goldman Sachs & Co. Andy S. Levi – Avon Capital Advisors, LLC Kit Konolige – BGC Partners LP Dan L. Eggers – Credit Suisse Securities LLC Jonathan Arnold – Deutsche Bank Anthony C. Crowdell – Jefferies LLC Paul T. Ridzon – KeyBanc Capital Markets, Inc. Michael Weinstein – UBS Securities LLC Mark Barnett – Morningstar Research Vedula Murti – CDP US, Inc. Paul Patterson – Glenrock Associates, LLC

Good afternoon. My name is Kenitha and I will be your conference operator today. At this time, I would like to welcome everyone to the Southern Company Fourth Quarter 2013 Earnings Call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. As a reminder, this conference is being recorded today, Wednesday, January 29, 2014. I would now like to turn the call over to Mr. Dan Tucker, Vice President of Investor Relations and Financial Planning. Please go ahead, sir.

Thank you, Kenitha. Welcome to Southern Company’s fourth quarter 2013 earnings call. Joining me this afternoon are Tom Fanning, Chairman, President and Chief Executive Officer of Southern Company and Art Beattie, Chief Financial Officer. Let me remind you that we will make forward-looking statements today in addition to providing historical information. Various important factors could cause actual results to differ materially from those indicated in the forward-looking statements, including those discussed in our Form 10-K and subsequent filings. In addition, we will present non-GAAP financial information on this call. Reconciliations to the applicable GAAP measure are included in the financial information we released this morning as well as the slides for this conference call. To follow along during the call, you can access these slides on our Investor Relations website at www.southerncompany.com. We have a full agenda for today’s call. We will begin with the brief recap of 2013 operational highlights followed by an update on the Vogtle and Kemper projects. We will then discuss fourth quarter and full year 2013 financial and sales result. Finally, we will update our forecast of sales, capital spending and financing which support our earnings and dividend forecast for the next few years. At this time, I’ll turn the call over to Tom Fanning. Thomas A. Fanning: Good afternoon and thank you for joining us. 2013 was a year of operational, regulatory, and financial challenges for Southern Company and apart from our difficulties with Plant Ratcliffe in Kemper County, Mississippi, we achieved tremendous success in meeting these challenges and what was arguably our busiest year ever from a regulatory standpoint. We’ve done unprecedented level of activity across all four states. The results in each of our jurisdictions demonstrate that our continued focus on the customer helps support constructive regulatory engagements. In Alabama, minor adjustments were made to the RSE mechanism that will serve customer interest well. In Georgia, the PSC approved another constructive three year agreement for Georgia Power. Georgia Power also completed another successful integrated resource plant and in the third regulatory proceeding in Georgia, the VCM Eighth Report was approved unanimously, bringing the aggregate total of costs approved for plant Vogtle Units 3 and 4 to $2.2 billion with no disallowances. In Florida, the PSC approved the settlement agreement reached between Gulf Power and all of the interveners in its rate case. And in Mississippi, we reached a settlement in January 2013 that paved the way for Kemper-related rate increases in 2013 and 2014 and a subsequent rate increase in 2015 for the securitization of certain project costs. Combined, these steps are projected to stabilize the impact on customers before it lead seven years. Even with the backdrop of the regulatory proceedings in all four of our retail jurisdictions, Southern Company and its four traditional operating companies occupy the top five spots in the 2013 Customer Value Benchmark survey, which compares our customer satisfaction ratings with those of peer utilities. We experienced the best year in our company’s history in terms of transmission and distribution reliability, continuing a trend of improvement over the past decade. And most importantly, we completed our safest year ever. For the third consecutive year, Southern Company achieved a new all time record low, in recordable incidence rate and also saw reductions in loss work day cases and preventable vehicle accidents. This continuing commitment to protecting the health and safety of our workers is a key component of Southern Company’s workplace culture and I’m extremely proud, of our most recent results in this area. Let’s now discuss our two large construction projects; progress at the Vogtle 3 and 4 construction site is remarkable. We’ve included photos in our slide deck that indicates how much the site has changed over the course of 2013. Also included is a recent photo of CA20, the auxiliary building modules for the Unit 3 nuclear island; the photo which was taken inside the onsite module assembly building showed all of the structural walls assembled, prep work continues to ready this module for a placement in the nuclear island next month. We overcame early issues with the sub module fabrication and documentation in Lake Charles Louisiana. Our demonstrated ability to work through challenges is indicative of the strong collaborative relationship we have with Chicago Bridge & Iron and Westinghouse as well as a testament to the rigorous oversight we have in place for this project. As we look ahead to 2014, the site will continue to change shape in dramatic ways. Product risks on the Turbine Island and Cooling Tower for Unit 3 will continue and the Nuclear Island for Unit 3 will really start to come out of the ground. After the placement of CA20, we are scheduled to see two of the containment vessel rings stacked on the bottom edge, the large CaO-1 module placed inside the containment vessel and the six foot thick walls of the Nuclear Island will come all the way to ground level. Progress on Unit 4 will also continue and a year from now, we expect that many of the units components to be further along than Unit 3 is today. We are also pleased to announce after an extensive negotiations on loan guarantees, Georgia Power has delivered its documents to DOE. Now there remain a series of steps that must be taken prior to closing and while we can’t disclose final terms, we do believe that our earlier estimate of approximately $200 million of present value benefits is still representative of the loans value to customers. Combined with other customer benefits including production tax credit, four of which we have qualified after the completion of the concrete basemat pours in the nuclear island, we project approximately $2 billion worth of additional benefits to customers relative to the amount originally certified by the PSC. We will continue to provide more color on these savings and other aspect of the project in the next Vogtle Construction Monitoring report which is scheduled to be filed in late February. The Kemper IGCC project also continues to make progress and we are still working towards a fourth quarter in service states. During 2013, the transmission infrastructure was completed. The pipelines were all completed and the lignite mine was place into service. At this stage, more than 75% of the piping has been installed and testing of the combined cycle is underway. In fact, we produced electricity using natural gas throughout most of January, generating approximately $1 million to offset project costs. We will move towards testing of the gasifier in the second quarter, which will mark the first heat up of a gasifier at the facility. The key milestone expected prior to commercial operation is a reliable supply of syngas to the combined cycle. Recognizing that there are risks associated with start-up activities, we have recorded an additional charge for the project of $40 million pre-tax, $25 million after-tax in the fourth quarter of 2013 to increase the contingency for those risks. Overall, we continue to anticipate this Vogtle Unit 3 and 4 and Plant Ratcliffe in Kemper County will benefit customers with clean, safe, reliable, and affordable energy for decades to come. I will now turn the call over to Art for a financial and economic overview. Art P. Beattie: Thanks, Tom. As you can see from the materials we released this morning, we had strong results for the fourth quarter of 2013, which positively influenced our results for the full year. For the fourth quarter of 2013, we earned $0.47 per share, compared to $0.44 per share in the fourth quarter of 2012. For the full year of 2013, we earned $1.88 per share, compared with $2.70 per share in 2012. Our results for the fourth quarter 2013 include after-tax charges of $25 million or $0.03 per share and earnings for the full year 2013 include after-tax charges totaling $729 million or $0.83 per share related to increased cost estimates for construction of the Kemper project. As a reminder, Mississippi Power will not seek recovery of estimated cost to complete the facility above the $2.88 billion cost cap net of Department Of Energy grants and exceptions to the cost cap. Results for the full year 2013 also include an after-tax charge of $16 million or $0.02 per share for the restructuring of a leveraged lease investment recorded in the first quarter of 2013. Earnings for the fourth quarter and full year 2013 include $12 million or $0.02 per share and earnings for the full year 2012 include $21 million $0.02 per shares of an insurance recovery related to the March 2009 litigation settlement agreement with MC Asset Recovery, LLC. Excluding these items, earnings for the fourth quarter and full year 2013 were $0.48 and $2.71 per share respectively, compared with $0.44 and $2.68 per share respectively for the same periods in 2012. Year-over-year results were positively influenced by revenue effects associated with new generating capacity at our traditional operating companies, as well as reductions in interest expense and AFUDC. These positive effects were offset by significantly milder than expected weather. Increased depreciation and amortization and non-fuel O&M expenses. And an increase in the number of shares outstanding. A full listing of earnings drivers were about the full year and the fourth quarter is included in the slide deck. Our full year 2013 results are perhaps best understood however by examining the response of our traditional operating companies to unexpected headwinds in revenue. Weather in territory was especially unseasonable in 2013 resulting in one of the mildest summers in the past 20 years and rainfall during the third quarter of 2013 was the heaviest in nearly 100 years. The impact on our base revenues equated to negative $0.14. At the same time retail sales growth in 2013 was slightly less than anticipated. 2013 therefore marks yet another year in which our flexible spending plans have proved an effective in offsetting unforeseen shortfalls in revenue. Each year as part of the development of our financial plan we build flexibility into our operations and cost to serve as a mitigation for revenue variances. Since 2010 with the economy struggling to recover and with two very mild weather years back to back our O&M spending has been down $500 million compared against our plan helping us to deliver on our short-term financial commitments while adding more than $7 billion in capital assets. All the while, our operating companies have been keenly focused on safety, reliability and customer satisfaction with a view towards maintaining the long-term sustainability of our business model. Moving now to an economic and sales review of 2013. As expected economic growth in 2013 was slow during the first half of the year, but picked up considerably during the second half of the year. This trend is reflected in our retail sales results which showed improved growth in the second half of the year in all customer classes. For example, industrial sales which decreased 0.7% in the first six months, increased 3.6% during the second six months and 4.8% during the fourth quarter. Bring it as to 7 consecutive month’s year-over-year of industrial sales growth. So strongest segments included paper up a 11%, primary metals up a 11% and pipelines up 6%, housing-related industries improved as well was with stone, clay, and glass up 9% and lumber up 5%. Commercial and residential sales were essentially flat for the year although we did see a noticeable increase for residential in the fourth quarter. Meanwhile, our economic development pipeline remains robust growing nearly 20% in 2013 compared with 2012. Our traditional operating companies are currently supporting some 350 potential projects representing 35,000 jobs and $15 billion in capital investments. Earlier this month we reengaged our economic roundtable participants. As a reminder, this group consists of several regional economists and executives from a handful of our largest customers. The viewpoints of our roundtable participants are well aligned with Southern Company’s economic forecasts. The momentum experienced during the second half of 2013 is expected to carry over into 2014 with anticipated GDP growth of between 2.5% and 3%. Industrial activity and exports are expected to be the key drivers with growth expected in chemicals, steel, auto manufacturing and transportation. The housing market is improving but likely has a long way to go before returning to free 2007 levels. Multi-family customer growth is 10% higher is a 10% higher share of our growth than during the pre-recession period, consistent with many antidotes about robust growth in multi-family housing. Building permits were up more than 25% over 2012, but are about 50% below normal levels. The dynamics of supply and demand in this sector are returning to historical levels which should translate into an increase in single family home starts. This continued recovery of the housing sector will support stronger residential customer growth and further support a rise in activity we saw at housing-related sectors in 2013 with expectations of continued growth in 2014. Much of the feedback we have heard from our economic roundtable participants is consistent with the factors that drive our electric sales outlook for 2014. Overall, our forecasts reflects 0.7% growth from our 2013 weather-normalized results. As one looks at how the forecast breaks down by our customer class, the expected trend is similar to that of the past several years and that industrial growth leads the way. Specifically, our forecast of 0.7% overall growth assumes a 1.1% growth for industrial sales and about half of that rate for both residential and commercial. Now let’s focus on the other elements of our new forecast including our three-year projection of capital expenditures and the associated financing plan. Based on our CapEx forecasts for 2014 to 2016, it totals $14.5 billion more notably the forecast reflects a slowing trend in the rate of capital investments by a regulated subsidiary. The main drivers of this trend are expected completion of Plant Ratcliffe in Kemper County, Mississippi, the transition to startup activities for Vogtle units 3 and 4 and the expected completion of compliance investments for EPA's MATS rule. In addition, we have outlined potential Southern Power investments for the three-year period which totaled $1.4 billion. These placeholders represent potential acquisitions or new build capacity projects consistent with Southern Power’s longstanding capacity contract-oriented business model as well as potential opportunities to invest in additional PV solar projects over this timeframe. As always, we will provide the details of any specific opportunities as they arise to an appropriate level of certainty. Overall, our three-year CapEx total is expected to be $15.9 billion. As we turn to the financing plans for the next three years, there are several things to note. First, the only equity issuances we are forecasting over the three-year periods are the same $600 million in 2014 that we highlighted late last year. This was primarily driven by our desire to preserve our target equity ratios in light of the estimated Kemper loses recorded in 2013. Our current forecast anticipates that all this equity will be issued through our various internal plans. We currently project zero equity needs in 2015 and 2016. Secondly, we have highlighted the appropriate size and timing for Georgia Powers draws under the DOE loan guarantee program and an estimated total for securitized bonds to be issued by Mississippi Power to fund a portion of the Kemper project. As our cash profile continues to improve over the next several years, our three-year financing plan reflects very little new capital market issuances which may increase with potential new investments by Southern Power. However, it is important to note that our forecast would still reflect zero equity needs for 2015 and 2016 even if we spend the entire amount reflected in our CapEx forecast for potential Southern Power growth projects. We have provided a more detailed financing schedule in the appendix of our slide deck which breaks these out by subsidiary. All of the forecast elements we discussed sales, CapEx, equity and cash flow factor into our earnings guidance which I would like to share with you now. First, let’s focus on 2014. As noted earlier, our 2013 earnings per share results of $2.71 excluding charges came in a year of extremely mild weather, heavy rainfall and a still sluggish economy. However, we largely overcame the financial impact of those external factors by demonstrating an ability to mitigate revenue shortfalls with lower spending. As a result, it’s fair to consider $2.71 a normalized earnings per share result. Using $2.71 as the starting point, we then adjust for the additional share dilution resulting from the estimated Kemper losses, which totaled $0.07. As we have shared previously, this step change is simply a function of the new shares we’re issuing to preserve our target equity ratios at both Mississippi Power and Southern company. Growing 4% to 5% from this adjusted starting point establishes a midpoint for our new 2014 guidance range. To establish a reasonable range for the year, we then add plus or minus $0.04 a very modest 1.5% to this midpoint to set a range at $2.72 to $2.80 per share. Now let’s transition to expectations for 2015 and 2016. In our last earnings call, we shared a very distinctive trend where we are beginning to see which we are beginning to see in our long-term forecast. More specifically, we highlighted a slowing of EPS growth in the middle of the decade. This slowing is largely a function of a slowing level of capital spending especially relative to a capital base that has grown significantly in the recent years with new generation and environmental investments. Combined with the increased operating cash flow associated with these same projects, the rate of growth and total invested capital slows over the next several years. Consistent with these trends, our estimates for earnings per share growth for 2015 is 3% to 4% from our 2014 guidance range and our estimate for 2016 is another 3% to 4% above our estimate for 2015. As we look beyond 2016, we continue to see potential for the growth rates we accelerate. For instance, we are likely to see new generation investment opportunities later this decade for both Southern Power and our traditional operating companies as well as new environmental spending. Additionally, beginning several years ago, we raised our equity ratio by several hundred basis points to preserve our financial integrity during a period of increased construction risk. As our major projects are completed, there maybe an opportunity to unwind some of that equity ratio cushion and maintain our credit quality at the same time; this would also have a positive impact on earnings per share growth. In accessing our earnings estimates for 2014 through 2016, we have also reconfirmed our ability that continuing with dividend increases of $0.07 per year is sustainable. While dividend increases are subject to Board approval, the implied payout ratios associated with a $0.07 per year increase are reasonable within the context of our strong cash flow, business model and constructive regulatory jurisdictions. So to summarize, we estimate EPS growth of approximately 4% to 5% in 2014, off of an adjusted 2013 base. Our growth estimates for 2015 and 2016 is 3% to 4%. Beyond 2016, we see potential to reaccelerate that growth. Based on our level of confidence, we expect to continue our current dividend growth strategy. As a side note, our earnings estimates for the first quarter of 2014 is $0.56 per share. I will now turn the call back over to Tom for his closing remarks. Thomas A. Fanning: Thanks Art. Earlier, I highlighted something that I want to take a minute to reinforce namely our track record of delivering regular, predictable and sustainable earnings along with that, a consistent dividend growth trajectory. We are extremely disciplined in how we approach earnings guidance and dividend in Southern Company. We provide guidance once a year during our fourth quarter conference call in January like this one and we have never changed our guidance range during the remainder of the year. Additionally, our range is tentatively small relative to those of other utilities. On the average, over the past decade, our guidance range has been the smallest relative to the other 19 companies in the Philadelphia Utility Index and as an affirmation of Art’s earlier point on the effectiveness of our spending flexibility, we have been inside or slightly above these narrow EPS ranges every single year over the past decade as we were inside those ranges other than excluding items. Combined with the fact that we have had sustainable dividend growth every year for more than a decade, even through the toughest of economic times, we believe the risk return profile of Southern Company remain an unmatched value. We are now ready to take your questions. Operator, we will now take the first question.

Thank you. (Operator Instructions) Our first question comes from the line of Steve Fleishman with Wolfe Research. Please proceed with your question. Thomas A. Fanning: Hi, Steve. Steve I. Fleishman – Wolfe Research LLC: Hi, Tom. How are you? I don’t think I’m ever first on a call, surprised. When you look at the growth in 2015 and 2016 in terms of earnings growth, it doesn’t totally match the growth in the capital. That you show 2015, 2016 so 2015 has higher capital growth and it slows in 2016, but the earnings growth it’s kind of consistent, can you maybe explain just those differences? Thomas A. Fanning: Yes. Art P. Beattie: Steve, are you saying it that earnings growth is slower than the CapEx growth, is that where you are going? Steve I. Fleishman – Wolfe Research LLC: No, it isn’t. CapEx growth in 2015 is about 5% the investor capital growth, in 2016 3.5%, but then the earnings growth for both years are kind of consistent, so the 2015 growth theory year should have been higher to match the capital growth and then slowdown in 2016? Art P. Beattie: So I get a lot of things going on there, but we’ve got invested capital that’s actually expected to grow, but it’s been offset with some cash as well and Southern Power is also an element of that as well. We include there assume some expansion at Southern Power and some of that could be in the form of new solar projects, which would be more productive to income in those timeframe. Thomas A. Fanning: And let me add a little bit about on that. So we have often talked about kind of how we put a risk premium on packed advantage investing. It is clear that if we invest in solar projects, we get a big pop to ITC. Those pops are not sustainable. And so in order to provide a growth trajectory, you got to continue to add, add, add and it also adds to your risk of being able to recognize economic value of those tax benefit. For example, if you had a hurricane, you would spend all the hurricane expenses in the current period and it puts out the economic consequence of the tax credit. What we see in 16 for example is kind of the aggregate effect of not so much tax oriented investing, but returns kind of base load investing at Southern Power, which in the very near term with the little dilute in other words, you don’t earn big return, it’s kind of AFUDC, the return tend to be more of the sustainable matter that we like. So, I think that shape it. The times of investment we are assuming for Southern Power is a big deal. And then I guess the last kind of point would be that earned ROE is based on average invested capital not year-end. So, you got to account for deltas in going from one year at 4.9 and another year at 3.6, you need to average the consequences. So, won’t have that kind of year-to-year discreet impact. Steve I. Fleishman – Wolfe Research LLC: Okay. And then just the commentary that you made on the right side about the long-term growth drivers. Art P. Beattie: Yes. Steve I. Fleishman – Wolfe Research LLC: Is that kind of highlight that, my sense in the last call was that growth was potentially growing slow in 16 and 17 and then maybe get better along long-term, are you trying to say or do you trying to understand that look, it is status quo is set to flow, but these other things that could pop up, that could kind of get us back up again? Art P. Beattie: Yes I think. Steve I. Fleishman – Wolfe Research LLC: More into the 3% to 4%? Art P. Beattie: Yes, Steve I think that worthy of a little bit of commentary here. Let me kind of illustrate some of the thinking. It is kind of a business as usual take that would say, look 14 is 5, 4 to 5, 15, 16 is 3 to 4 and we will review that three year period. And then we said, based on these assumptions which we believe will come true new generation requirements and in fact the latest thinking is those generation could potentially accelerate. Remember retiring a bunch of capacity in 15 and 16, so we’re looking at the adequacy of that. Environmental expenditures, Southern Power this whole notion of, are we overcapitalized during this period where we have very little construction risks and one of the charts we showed was a debt chart that shows our debt requirements from new money is very minimal. So we’re in this cash flow position we talked about before. So the base case is just we foreshadowed which was unusual for us at the last call and we’re showing it now in a lot more detail of a shaping of the earnings per share growth that is, 4 to 5, 3 to 4, 3 to 4 and then beyond 16 we expect it to reaccelerate based on our host of unknown. There are other things we could along the way that would improve the earnings per share growth rate, but recall as long as I’ve been around here we’ve been a big EVA shop. And by that I mean, we think we create value by the joint function of risk and return and we are exceedingly disciplined in how we evaluate risk. So, for us to accelerate the growth and earnings per share beyond this kind of business as usual day we would be very careful in looking at what happened to our risk profile along the way. So, there is a host of issue out there. Business as usual depending on how the unknown actually occur, 17, 18 is one of the reacceleration long-term. There are things along the way we have ongoing discussions with the Board, we talk about it and argue with each other all the time, at the other alternative that are available to us during this period. But what we’re showing you right now is our best guess as to a business as usual evaluation. Steve I. Fleishman – Wolfe Research LLC: Okay, great. Thanks very much. Thomas A. Fanning: You bet. Thank you.

Thank you. Our next question is from the line of Greg Gordon with ISI Group. Please proceed with your question. Thomas A. Fanning: Hi Greg. Greg Gordon – International Strategy & Investment Group LLC: Good afternoon guys. Couple of questions. Just with the follow-up to Steve’s question is, if one of the – one of the factors perhaps affecting the growth rate seems slower than the rate of capital growth, contracts or hedges that you have at Southern Power that are rolling off get our headwinds and sort of our net against what would otherwise be normal growth in rate base earnings in the core businesses or is that not something that’s a factor? Art P. Beattie: Not much of a factor. Southern Power isn’t throwing at that much. You need to look at just kind of just averaging effect that we talked about. If you take average ROE and therefore the generation of earnings per share it tends to moderate with discrete year-to-year differences in CapEx. That’s where I thought Steve was telling. So, what you see is just kind of a moderation effect. I wouldn’t attach and then when you add on what’s going on with cash has gone with Southern Power and a variety of other factors. That was causing kind of a delta. Don’t expect in any single year a change in invested capital you got to average it across the couple of years anyway. Greg Gordon – International Strategy & Investment Group LLC: Understood. Art P. Beattie: We don’t expect 490 to equal 49 and 360 to equal 36. Greg Gordon – International Strategy & Investment Group LLC: Got it. Two more questions. One is that the amount of Southern Power CapEx that you’ve assumed you’re going to spend over the next three years is significantly a lot worth than the placeholder you have for the… Art P. Beattie: Yes. Greg Gordon – International Strategy & Investment Group LLC: So last three year rolling period? Art P. Beattie: That’s right. Greg Gordon – International Strategy & Investment Group LLC: What’s cause you to downsize that? You talked about solar and you talked about baseload. Can you extrapolate a little bit more on what you see as opportunities there and what are the milestones we should look for to get comfortable, but that capital can be deployed at a good IRR? Thomas A. Fanning: Yes, okay, so great stuff and actually I got to give you two of those. That about two years ago, you called it circumstances slowing invested capital growth and therefore what happened to earnings per share, like I said, about two years ago, you raised this issue and what we said is, we are working on it. On one hand, if you think about a normal kind of investment in different portfolio horizon, all we have done is, moved down the growth curve down the risk curve. Our value creation we think is pretty consistent. Now, what we have in there for Southern Power is based on a reasonable look and certainly part of that look involve the Southeast United States being in a capacity over-supply situation through the rest of this decade. As you get into the 2020s, you need to have start building into the late part of this decade in order to make sure you have capacity in place. What we are watching right now is kind of a couple of factors and these polar vortex issues are pretty instructive. If you look around the United States, the United States did fine during these periods of significant load increases, but I think it illustrates the fact that along with the affect of [indiscernible] and the retirement of a lot of capacity is mainly that value of capacity is higher than what we think it is now i.e. the equilibrium point maybe closer then otherwise we suggest. So that’s kind of thing one. Then two; we’ve also said that Southern Power has turned down business outside the Southeast. And so therefore we’ve been looking closer at other opportunities; Texas, MISO, maybe certain other parts of the United States. We are continuing that. In terms of creating placeholders for those opportunities, my sense is, we have been reasonably conservative. So, you should just know that Southern Power has a great deal of interest from us and every meeting that we are in there with those, we remind that if they can hit IRR requirements that they have all the capital they need to grow. Capital is not a constraint here and so we are pushing them as hard as we should. In our external kind of presentation, I think we are being reasonably conservative. Said in other way, there maybe upsides, I just don’t want to count on. Greg Gordon – International Strategy & Investment Group LLC: Thanks Tom. I taken up a lot of time. I’ll circle back at the end of the queue. Take care. Thomas A. Fanning: Great. Thank you.

Thank you. Our next question is from the line of Jim von Riesemann with CRT Capital. Please proceed with the question. Jim D. von Riesemann – CRT Capital Group LLC: Hey Tom, hey Art, how are you? Thomas A. Fanning: Hi Jim. Pleased [ph], okay. Jim D. von Riesemann – CRT Capital Group LLC: Pleased, okay, glad to slow down there. Couple of questions; I am confused on the bridge between 2013 and 2014, was weather like $0.14 below normal for 13 on a weather normalized basis, so what am I missing there? Art P. Beattie: Yes, 2013 was down $0.14 below normal. Jim D. von Riesemann – CRT Capital Group LLC: Okay. Art P. Beattie: And most of that was in the summer. Jim D. von Riesemann – CRT Capital Group LLC: What you say is what, $0.12? Art P. Beattie: I didn’t follow your question. Jim D. von Riesemann – CRT Capital Group LLC: So the question is, if you were $2.64 on your adjusted base and you are adding back to $0.14, that would take you closer to the $2.78 range, why am I looking at a $2.72 to $2.80 range? Art P. Beattie: What we have done is normalize the result for our O&M spending… Jim D. von Riesemann – CRT Capital Group LLC: Okay. Art P. Beattie: Which really drove it back and when you do year-over-year versus against our plan, you get different numbers. But that’s when we look at our plan, we were down $0.14 on weather, we were probably down about $0.06 on economic growth and offset that basically with our cost control. Jim D. von Riesemann – CRT Capital Group LLC: One of the things just speaking about on second question is, deferred taxes in the absence of bonus depreciation; can you give us some guidance as to how you think that line item on the cash flow statement is going to look going forward? Art P. Beattie: Well, we still have some bonus in 2013 probably in the $400 million range, is it higher $680 million while I was talking about 2013, 2013 was probably end up for – close to $500 million, $550 million. 2014 is expected to be $680 million and then beyond that there is not anymore. Jim D. von Riesemann – CRT Capital Group LLC: Now that we go… Art P. Beattie: Go back to a more normalized wages. Jim D. von Riesemann – CRT Capital Group LLC: And then I guess the last question, maybe this is for you Tom, is you’ve got a little bit of dividend payout ratio creep going on. When you get to that 2019, 2020 range, what kind of payout ratio are you thinking about? Thomas A. Fanning: So it depends on a host of unknowns, but we think it’s south of 75% would be my guess, you’d be in that neighborhood, depends like how what you do, what we’ve indicated here is that with the ranges we are showing you based on how the next three year period goes, I think you are in a 73% to 77% range that’s the way the math works. Jim D. von Riesemann – CRT Capital Group LLC: .: Thomas A. Fanning: To the extent and remember as you add $0.07 a year, your growth rate is actually dwindling a bit maybe from 3.5% to 3%. So as earnings per share grows again and we think we reaccelerate beyond the 3% to 4% to beyond 4% our payout ratio goes down, it just depends on what year you want to pick, but I would feel reasonably comfortable saying core post of assumptions we’re south of 75%. Jim D. von Riesemann – CRT Capital Group LLC: Okay, so then that would include all the benefit from Kemper coming online and then Vogtle coming online which should be a big rate base there, right in the last presentation? Thomas A. Fanning: Well, we are adding the rate base with CWIP remember. Jim D. von Riesemann – CRT Capital Group LLC: Right. Art P. Beattie: It’s a big cash flow in fact, it was a big deal, yes. Jim D. von Riesemann – CRT Capital Group LLC: I understand the math, thank you. Thomas A. Fanning: Yes, sir.

Thank you. Our next question is from the line of Ali Agha with SunTrust Robinson Humphrey. Please proceed with your question. Thomas A. Fanning: Hi, good afternoon. Ali Agha – SunTrust Robinson Humphrey, Inc.: Good afternoon. A couple of clarification, Tom just to go into a little bit more insight into your outlook through 2016, and firstly, for 2014 you had mentioned you guys are budgeting 0.7% load growth. Are you keeping that constant for 2015 and 2016 as well or what’s embedded as far as load growth is concerned in those years? Thomas A. Fanning: Well, we are doing GP. Art P. Beattie: GDP. Thomas A. Fanning: GDP growth to 2.5% to 3% kind of over that timeframe and you should use your 50% kind of ratio in round numbers. Ali Agha – SunTrust Robinson Humphrey, Inc.: Okay. Thomas A. Fanning: Yes, these. Ali Agha – SunTrust Robinson Humphrey, Inc.: So, some pickup. Art P. Beattie: There will be some pickup in 2015, we think just north of the 1% level and then maybe a little stronger than that in 2016. Thomas A. Fanning: And let me just add one more thing, if you look at the momentum in the second half which we called and then you see what happened in the fourth quarter, the numbers don’t actually drive, in other words the momentum looks stronger than what we are projecting. Here again, we try to be conservative in our estimates, we are off to a good start. The other thing you look forward to is the kind of headlights that are provided by our economic development. We think that if we had to look at our backlog on a number of different factors, we think we are kind of up 20% on our backlog, in other words we are seeing lots of good things coming into the southeast. One interesting thing you may find is onshore. We are seeing more foreign companies consolidating or adding new facilities in the southeast. We think that’s good labor force, it’s gains and efficiency, a modern production facility, and frankly cheap energy relative to other places around the world. I’ve been saying for sometime around the United States, if we continue on the right kind of national energy policy, we can provide America with unassailable advantage in manufacturing, growing jobs, growing personal incomes. I think we are starting to see some of that. Art P. Beattie: Yes, Ali let me add to that a little bit, we’ve talked about where the normal sales growth last year being 0.4% but we really believe that with all the rainfalls, we don’t normalize for rainfalls, it certainly had an affect on residential sales because the number of days above 100 or above 90 degrees last year was about one day in the third quarter, we normally have more than 100. So you’ve got this weather normalization effect. We think we’ve understated real growth here. When I look at residential class, we added 27,000 new customers last year, about 3,000 more than we thought. On the commercial side of the house, we added 3,000 new commercial customers. We are beginning to see the growth in those sectors as well which is the connecting point between industrial growth, residential growth and then following that commercial growth. Ali Agha – SunTrust Robinson Humphrey: : Art P. Beattie: Yes, it’s a good question Ali. In 2014, we estimate that O&M will grow roughly 9% or maybe $300 million or so, about a third of that O&M is for environmental. The rest will be a return to what we call normal operating levels that are supported by the recent rate cases both in Gulf and in Georgia. Growth for 2015 and 2016, we think averages about 3.5% a year, 2.5% of that would be kind of normal O&M growth and then in 2015, you will have to add about another 1% for operations of Kemper County. And so that kind of paints the picture for you. Ali Agha – SunTrust Robinson Humphrey: : : Thomas A. Fanning: : Ali Agha – SunTrust Robinson Humphrey: Thank you. Art P. Beattie: Yes sir. Thomas A. Fanning: Hey you know what I just feel compelled to throw one more statistic out because it’s along the lines of this questions about growth and everything else. We talked that there is a lot of the fed right now. One of the triggers in the kind of tapering decision that’s going on today is what’s going on with the long-term unemployment rate. Let’s recall that that rate is influenced probably too rosy if you will, by the fact that more and more people are leaving the workforce and it includes people that are moving from partnering from full time to part time. I think a real instruct is kind of statistic that we should be watching now is personal income growth. We call also there is in this theory that energy efficiency is driving down electricity sales. We haven’t seen that as much of a factor. What we do see as a factor are things like the cost and electricity and personal income growth. And the personal income growth is flat that will have more of a damping effect on sales. So remember to keep all this into account as we come up with our forward forecast. Thank you. Operator, take the next question.

Thank you. Our next question comes from the line of Michael Lapides with Goldman Sachs Asset Management. Please proceed with your question. Thomas A. Fanning: Hey Mike. Michael J. Lapides – Goldman Sachs & Co.: Hey Tom. Hey Tom and Art, thank you for taking my questions. When you –embedded within your guidance, how should we think about which of your businesses, which of your regulated operating companies are earning their authorized levels and which ones might either be under earning or given what’s in your state-by-state demand forecast potentially doing better than what the authorized is? Thomas A. Fanning: We pretty much put the challenge on each of our companies to earn at the upper levels of their range. Remember what we got to do is, you compare us against almost anybody in the United States, we do a darn good job of earning our authorized returns company-by-company that’s kind of what you see. Now there is always a host of factors there in terms of your ability to kind of think about weather, economic growth, O&M levels et cetera. But if you go back and look at history, we challenge folks to get right at the top. Michael J. Lapides – Goldman Sachs & Co.: Got it. And I hate to do this, and I want to stay in more the near-term meaning 2014 or 2015 because I don’t know the world will change 572 times especially now and 2020, so forecasting out that hard, really hard. But your demand forecast, one interesting thing is you had really strong industrial demand this year I mean, up 4.5% a real positive kind of tailwind and yet in your 2014 guidance, you’re basically saying that’s going to slow a decent chunk. What’s the driver of the slowing there? Art P. Beattie: So Michael, this is so much fun. We’d beat each other to death on coming up with these estimates. And I tried to allude to this earlier, when you look at the momentum on the second half 3.6% to the second half, 4.8% in the fourth quarter, it looks as if we are like, all I can tell you is we have challenged each other in very significant ways and coming up with this we do bottoms up, we do tops down, we bound to get better economists. Our estimates are a little bit lower than what the fed would say right now. Let’s just say it is reasonable and conservative and we hope there is upside. Thomas A. Fanning: And one other thing I’d add to that Michael is, as we get a lot of input from our customers and some of our very largest customers rotate productions around the country at various facilities, some of it driven by price, some of it driven by just location of the need or whatever material they’re producing. So, we’re trying to make judgments around those kind of issues as well as we prepare forecast in a reasonable bound of expectation. Michael J. Lapides – Goldman Sachs & Co.: And finally, just real quick on Vogtle, can you I know it’s embedded within the new generation forecast within your capital spending views or outlook, can you just give us some guidance in term or reiterate kind of what the CapEx on Vogtle for at this three-year cycle is likely to be? Art P. Beattie: Well, hey Michael, if I could just ask to your patience there, we’re going to file VCM I guess 9 and 10 in February. And we’re going to give a great deal of illumination around those statistics when we do that. If you want more general stuff, we can give you that I’m sure, but we’re getting ready to get a lot of detail on that. Michael J. Lapides – Goldman Sachs & Co.: Got it. I can follow-up again offline, I’m happy to do that. Art P. Beattie: Sure. Thomas A. Fanning: Yes. Michael J. Lapides – Goldman Sachs & Co.: Thanks guys, much appreciated. Thomas A. Fanning: You bet, thank you.

Thank you. Our next question is from the line of Andy Levi with Avon Capital Advisors. Please proceed with your question. Thomas A. Fanning: Hi Andy. Andy S. Levi – Avon Capital Advisors, LLC: Hey guys, how are you? Thomas A. Fanning: [Indiscernible]. Andy S. Levi – Avon Capital Advisors, LLC: I’m all right, where did you guys sleep last night? Thomas A. Fanning: Georgia Power has a condo that’s where me and Art slept. We had people in offices, we had people across the street here at a hotel and Art did file in trusted funds going over the [indiscernible]. Andy S. Levi – Avon Capital Advisors, LLC: Okay, I’m sorry to hear that Art. Art P. Beattie: Thank you, Tom. Andy S. Levi – Avon Capital Advisors, LLC: Actually, all my questions were answered. I just have one to say that the housekeeping thing. The guidance you gave, 2014, 2015, 2016 is that basic or diluted? Art P. Beattie: Basic sometimes. Andy S. Levi – Avon Capital Advisors, LLC: Okay, and as well about a $0.03 difference. Is that right? Art P. Beattie: Less than $0.01. Andy S. Levi – Avon Capital Advisors, LLC: Less than $0.01. Okay, thank you. Art P. Beattie: All right, thank you.

Thank you. (Operator Instructions) Our next question comes from the line of Kit Konolige with BGC. Please proceed with your question. Kit Konolige – BGC Partners LP: Good afternoon guys. Thomas A. Fanning: Hey Kit. Art P. Beattie: Hey Kit. Kit Konolige – BGC Partners LP: So, this is a little bit of follow-up to Andy’s question as well again sort of housekeeping but, Art can you just walk through how the dilution adjustment works that so for taken the actual ongoing earnings from 2014, then we subtract $0.07 for future equity issuances, is that what we’re doing there? Art P. Beattie: Well, that’s what we have in our guidance. Thomas A. Fanning: Correct. Art P. Beattie: We’re adjusting to that and we certainly have already reflected that in our forward-looking stuff. But the math around the fully diluted it assumes certain stock option exercises and the shares that would be issued in association with that. and that number can likely move in the future as you move forward. So it’s kind of hard to give you like what we got right now is less than a $0.01 but that could change depending on the number of options that are outstanding. Thomas A. Fanning: Yes, just to make sure, the way we got the question before, the way we answered the question was dilution associated with the stock options and other kind of contingent equity that that's out there. There was the other question about the 10% right, and that was associated with equity underlying commitment to maintain natural integrity with Kemper, right, so. Art P. Beattie: That was clear information. Kit Konolige – BGC Partners LP: So when this – I guess what I’m asking is, so if when we’re looking at what you actually report say in 2014, is that going to be the guidance is going to be in a range of 272 to 280 less some part of the $0.07 or? Art P. Beattie: That $0.07 is completely separate that I was trying to illustrate. Kit Konolige – BGC Partners LP: All right Thomas A. Fanning: [indiscernible] is separate. Kit Konolige – BGC Partners LP: Okay. Art P. Beattie: The other dilutionary time as it really associated with the exercise of option. Kit Konolige – BGC Partners LP: Right okay. Art P. Beattie: So that’s on a big. Kit Konolige – BGC Partners LP: All right, so we’re looking for 270 to 280 and then these other numbers for 15 and 16 that you get out here. Art P. Beattie: You got it. Kit Konolige – BGC Partners LP: Okay. One last item on Kemper. So, what’s the schedule for upcoming testing and milestones that we should be keeping an eye on. Thomas A. Fanning: Yes, the next I think we mentioned in the script a little bit the first fire to the combustion turbine. I’m sorry misspoke. It’s really the first gasifier heat up, which we expect to be sometime in the second quarter and then beyond that it will be the delivery of reliable syngas the each of the combined cycles. And those should be achieve sometime late summer early fall. Art P. Beattie: The other thing I just want to point out to here just to remind everybody if we had perfect foresight the cost increases we had on Kemper were really kind of entered into the day we send it in to a fixed price agreement with only 10% engineering down that was kind of 2009 and 2010. The construction of the plant is actually gone pretty darn well and in fact and this latest reporting period we think we are on budget on schedule on construction. And with respect of the additional $40 million, that really is with our best judgment which we could have done nothing and wait until later period with more certainty, but in all of our collective wisdom and we argued about this a lot. We decided that it was prudent to add $40 million to the contingency around cost expected around start-up. So, construction is going great. We will know more about start-up as we get into the June and beyond timeframe. Kit Konolige – BGC Partners LP: Okay. Okay thank you very much Art P. Beattie: Thank you. I appreciate it.

Thank you. Our next question is from the line of Daniel Eggers with Credit Suisse. Please proceed with your question. Thomas A. Fanning: Hey Dan. Dan L. Eggers – Credit Suisse Securities LLC: Hi guys. Hey just, on with your power demand looking pretty and mostly high so far this quarter. I was kind of wondering what the fleet dispatch has been and how the plants have been performing and with the running gas you guys see a lot more coal burn coming this year to see this time we calibrate the fleet a little bit. Thomas A. Fanning: Fascinating stuff. So, let me give you the first good answer is, the systems running great. We are very happy with our reliability. In fact I think we noted our wires reliability the best in history. So, that’s great. The thing that interesting is, is there a change in equilibrium point. We've been saying that may have pushed half at least in the Southeast nearly 2020. With all these spikes associated with the polar vortex I mean we actually we’re loaded up pretty well. All of our unit that could run are running. So, if it’s a gas units perhaps there is an acceleration of the value of capacity at least in the Southeast. The other thing is fascinating about this I commented on a bit in both CNBC and Bloomberg this morning. There this whole motion of that’s a gas in the United States, frankly it’s been a big story at Southern Company. We now are the second or third largest gas consumer in the United States. We have made a big ship the way from coal to gas. You all must heard and I have written and spoken about 5.3 cautious about natural gas. The polar vortex is called that at least point number 2 is that to be true that is the need for infrastructure. The new gas is in a place it is definitely old gas. And all of a sudden we find and need to build more pipes, to make sure the critical service provider to have FT farm transportation in those pipes and we got to make sure we add adequate storage. Now we have secured all of the FT we need for our business. And we have seen prices 450 per million Btu and I guess I spiked up a little bit. If I could just toss some before we get on the call maybe they are in the high 4s to 5s and it’s been since 2010 since we hit numbers like that. In fact some people were saying that we wouldn’t hit $5 dollars again for the rest of our life time. Okay, if you live at the end of the 5s particularly you folks in the Northeast if you don’t have sufficient infrastructure, if you don’t have AFT, if you don’t have sufficient storage, we’ve seen a blow out in some of those prices up to a $130 per million Btu. One of the suggestions is that the beta of the energy supply to the United States is increasing as a result of the push to gas. We’ve been saying that. It’s true. So, one of the things you got to think about is, what is the infrastructure, what is the availability of AFT to assets all over the U.S. and how do we think about storage in this new environment. How do we think about industrial capacity in this new environment, big deal. Overall the system is performing great. At least for Southern reliability looks good for the years to come. The only question with us is, what happens to the equilibrium point. Dan L. Eggers – Credit Suisse Securities LLC: The dispatch on the non-PRB coal plants is again been pretty low for a while now. At that 455 oil gas drum reviewed to see those plants running a bit more this summer just with being helpful of gas inventories down in the region. Thomas A. Fanning: So if you see gas, so if you see gas in the 5 to 6 range you are going to start running probably your Illinois Basin plant and then your Central App plants after that, but that’s kind of the range. PRB gas in the 3 to 4, Central App and Illinois Basin 5 to 6 with Illinois Basin being ahead of that. The other fact I just kept coal prices constant. We think coal prices come down a bit. The other impact that hit us last year was the abundance of Hydro. So, interesting stuff. All this is a little bit influx recall again Southern is uniquely positioned and then we had huge optionality among and between gas and coal. We can swing gas from I think it’s 35% of energy to 55% of energy and we can swing coal 25% to 45%. So we will be able to deliver the best package we think of energy to our customers based on our diverse portfolio. Dan L. Eggers – Credit Suisse Securities LLC: And I guess with another question moving back and looked at the fourth quarter presentation from last year and the CapEx numbers you guys have for 2014 and 2015 this year are higher than what’s you guys had a year ago and the growth rate was kind of in the 4% to 6% range and so to the numbers now? Is there some deterioration in earned ROEs or what bridges that gap because I don’t, I don’t know that I saw all of that step down if I put all those numbers into the model? Art P. Beattie: Yeah, Dan this is Art. This is probably Kemper. We have written off estimated probable losses, but we are still having to invest that capital. So, that showing up in the CapEx numbers in 2014. Dan L. Eggers – Credit Suisse Securities LLC: So, that’s not happened in the $0.07 recalibration? So these are the base line or was in the growth would be from there? Art P. Beattie: It is in the $0.07 recalibration, but it also in the CapEx. Thomas A. Fanning: Yes. Dan L. Eggers – Credit Suisse Securities LLC: Okay. I will follow-up [indiscernible]. Thank you guys. Thomas A. Fanning: Thank you.

Thank you. Our next question comes from the line of Jonathan Arnold with Deutsche Bank. Please with your question. Thomas A. Fanning: : Jonathan Arnold – Deutsche Bank: Sorry it mute buttoned. Can you hear me now? Thomas A. Fanning: Turn down your radio Jonathan. Jonathan Arnold – Deutsche Bank: CA20 I think you knocked that, you’re hoping to get that in place in February before you have been saying Q4, is there enough legal in the schedule to mean that doesn’t matter very much or? Thomas A. Fanning: Yes, Jonathan we tried to be – let me take catching with that just a little we tried to be very careful in that we want to get assembly by yearend and we hit it by – we missed it by like 5 days or whatever it was. So, we assembled by year end in our view. That was much more important. Us moving in into the whole we’ve got plenty of flat time around that. That you should not consider moving that as critical path. Jonathan Arnold – Deutsche Bank: Okay. So, what are the sort of the next critical path items we should be watching that you are going to sort of point us to? Art P. Beattie: Jonathan, if you look the slide there is that diagram we showed you that CA01 Module that goes inside that containment vessel. That would probably the next item on the critical path list, but remember that these things as we move in and out of these things, kind of change places in critical path, but that is the next item, big item on critical path. Art P. Beattie: And that’s kind of a third quarter event. Jonathan Arnold – Deutsche Bank: Okay, so most of this sort of progress to this picture on the slide is more backend of the year? Art P. Beattie: Well, it’s progress throughout the year, but CaO-1 is in the…. Thomas A. Fanning: In terms of placement in there, so if you kind of look at that picture, you see CaO-1 is a great big thing and it’s got lots of panels and it’s kind of complex walls and all that. That will be going on in the module assembly building, so that the all sorts of progress throughout the year, just as there was on CA20. Jonathan Arnold – Deutsche Bank: Okay. Thomas A. Fanning: And we believe we will be able to hit it. The placing of it is, almost less important than the assembly of it. Jonathan Arnold – Deutsche Bank: : Thomas A. Fanning: Yes, sure. And remember again, we are very kind of analytical in terms of how we think about value creation. Value is a function of risk and return and I grew up in a period where we decided the growth was the end-all to end-all and we chased growth, and really I don’t think did an effective job of evaluating risk. If you grow risk faster than you grow growth, then you destroy value. What you’ve seen with Southern Company and especially we talked last year about getting all of this regulatory wood chopping behind us, we’ve done that I think in an exemplary manner in 2013. So here is the deal. As that financial pressure associated with the CapEx plans start to go away, our risk starts to go down. All we are doing is, moving along the risk return curve. We think our value creation aspects are terrific through this period. : So I don’t view M&A as a what, I view it as a how. It is a means to achieve something else. We are going to be very disciplined as we always have been about looking at what happens to the total value creation profile at Southern, the base case. And in fact, we are showing you a lot more clarity in this call than any time in my memory. The reason for that is, we have a great deal of confidence in it. Can we improve it? We are going to work like crazy to see if we can, but we will not chase growth at the expense of increasing risk so that it destroys value ultimately. : So I don’t view M&A as a what, I view it as a how. It is a means to achieve something else. We are going to be very disciplined as we always have been about looking at what happens to the total value creation profile at Southern, the base case. And in fact, we are showing you a lot more clarity in this call than any time in my memory. The reason for that is, we have a great deal of confidence in it. Can we improve it? We are going to work like crazy to see if we can, but we will not chase growth at the expense of increasing risk so that it destroys value ultimately. Jonathan Arnold – Deutsche Bank: Okay, thank you Tom. Can I one another quick thing… Thomas A. Fanning: Sure. Jonathan Arnold – Deutsche Bank: Certainly if I have to… Thomas A. Fanning: Yes. Jonathan Arnold – Deutsche Bank: I think this is a little basic now, but the last thing I remember you giving a range of like $175 million to $190 million of earnings out of Southern Power. Art P. Beattie: That’s right. Jonathan Arnold – Deutsche Bank: Is that still a good number for this year? Art P. Beattie: Gone down a little bit for a variety of reasons. We would say kind of over this timeframe, $145 million to $175 million, and you say well, what happened there? Well, a couple of moving pieces; one is that the energy margins have essentially gone down with the rising gas prices. Interestingly for us anyway, gas prices have almost tripled, remember I said it wasn’t volatile. Well, it’s gone from I don’t know $1.85 per million Btu at one time to now there is kind of $4.50 to $5 per million Btu. I don’t know where it sustains after the polar vortex withdraws. So gas prices have gone up, largely our business at Southern Power is largely gas fired and so therefore as gas prices go up, coal price has come down, the pool interchange rate changes and our margins decrease a bit, number one. Number two, the pace of the economy has slowed based on prior projection. Now, you look at the evidence in fourth quarter of 2013, you can say, boy that looks awfully foolish, you look at our economic development stop that looks awfully foolish. The numbers we’re showing you I think are reasonably conservative and prudent. So what’s the potential for economic growth beyond what we see? I don’t know. The third I guess would be just kind of what the opportunity for Southern Power to deploy more assets and will they be tax-oriented assets like solar to give you the big non-sustainable though pops and investment tax credit and net income or will they be of the nature that give you more of the sustainable earnings picture of kind of baseload generation normally associated with natural gas. It’s all those factors. Jonathan Arnold – Deutsche Bank: Is that exactly the same as the outlook, the earnings projections you’ve given us for 2014 through 2016 assume something flattish within that lower range that you just spoke there? Art P. Beattie: $145 million to $175 million is the decent range. Jonathan Arnold – Deutsche Bank: Through the whole period? Art P. Beattie: Yes. Jonathan Arnold – Deutsche Bank: Things of kind of potential upside? Art P. Beattie: Yes, and lots of uncertainty around that. Jonathan Arnold – Deutsche Bank: All right, thank you. Art P. Beattie: Yes sir, thank you.

Thank you. Our next question is from the line of Anthony Crowdell of Jefferies. Please proceed with your questions Anthony C. Crowdell – Jefferies LLC: Hi, good afternoon, Tom. Thomas A. Fanning: Hey. Anthony C. Crowdell – Jefferies LLC: Just, hopefully two quick ones; one is, just housekeeping really, the dilution from Kemper you have minus $0.07, just how do you calculate that and is there a potential for anymore equity in 2014 I guess maybe depending upon write-offs of Kemper? Art P. Beattie: Well, we certainly are very confident in the cost estimates that we put out, but there are risks as we move through startup and as we finish construction and we have outlined those pretty clearly. But when we think about the $0.07, we’re issuing about $1.3 billion in total equity, that’s really a little bit more than what we need for Kemper and what we’re really targeting here is, a common equity ratio somewhere in the neighborhood of 43.5%, 44%. So we got a little bit cushion there, but again this is the commitment we made to catch the whole around the write-offs, so we do have a little cushion as we move forward in time and that’s what the $0.07 reflects. Thomas A. Fanning: There are other discussions we’re kind of in now that to my memory, we haven’t been in decades I don’t know, but when you think about it we did picking up our equity ratio in anticipation are a really ambitious construction program that now appears to be kind of finishing up. When you look at our new debt requirements they’re really modest. So you have all these kind of interesting questions about how do you think about new equity over time. On prior calls, I’ve talked about our cash flow posture during some years that could cause us to repurchase the equity. It seemed to us it would make more sense not to issue and then not to have to repurchase than issuing and repurchasing overtime. So there is all kinds of shaping about what we’re going to do about new sales of equity, are we overcapitalized for this exceedingly low business risk environment we appeared to be moving into and then you have the wildcard of Southern Power and what else maybe there in terms of any scale of purchases. And let me remind you all, if we have the opportunities to invest in value creating ways with Southern Power we will do it and we will do it even beyond the placeholders if those opportunities arise. Anthony C. Crowdell – Jefferies LLC: Just trying to jump in lastly, when you talk about maybe post 2016 and you want to I think your term using like reaccelerate growth. I mean, is that target of what you set out maybe two or three years ago of 5% to 7%, or is that target 4% to 6% I mean what is management shooting for this reacceleration? Thomas A. Fanning: We’ve really argued about what to say about this one. And that you’re dealing with a conservative company, so I hope you’ll accept this one. All we want to say is reaccelerate beyond 4%, don’t know what the number is going to be, let’s see when we get there, there is a host of variables involved. We think it will be better than what we see in 2015 and 2016. Anthony C. Crowdell – Jefferies LLC: Great, thank you very much for you time. Thomas A. Fanning: Thank you.

Thank you. Our next question is from the line of Paul Ridzon with KeyBanc. Please proceed with your question. Art P. Beattie: Hello Paul Paul T. Ridzon – KeyBanc Capital Markets, Inc.: Good afternoon. Art P. Beattie: How are you Paul? Paul T. Ridzon – KeyBanc Capital Markets, Inc.: Good. Just I guess I just have one housekeeping question. Can you share with us what your expected share count for 2014 is? Art P. Beattie: Yeah, well I guess I’m looking at that. How you are doing? We heard you had an accident. Paul T. Ridzon – KeyBanc Capital Markets, Inc.: Well, I’ll be on crutches for a while longer, but… Art P. Beattie: Oh man. Paul T. Ridzon – KeyBanc Capital Markets, Inc: It’s day-by-day. Art P. Beattie: I am sorry to hear that. Okay, well, hope you get well soon. Thomas A. Fanning: It’s really beyond that. Thomas A. Fanning: We heard that well, Art did one today, he looks like he was trying to upper source it, to be honest with you. So what we are looking for in is the amount of share. Paul T. Ridzon – KeyBanc Capital Markets, Inc: Yes. Thomas A. Fanning: Hang on just a second. The average number of shares for 2014 is almost 900 million shares. The average number of shares in 2014 is about 900 million. Paul T. Ridzon – KeyBanc Capital Markets, Inc: And you said, no new equity at all in 2015 and 2016 including drifts in employee type programs, is that correct? Thomas A. Fanning: That’s correct, based on all these assumptions in Southern Power and everything else. That’s right. Paul T. Ridzon – KeyBanc Capital Markets, Inc: And is that kind of linked with your view that you are going to be overcapitalized for awhile or in a while? Thomas A. Fanning: The over capitalized statements and remember what we always want to do with that is to preserve our financial integrity and bond ratings. Really it goes to kind of how new investment opportunities develop and kind of the post 2016 timeframe. When we finish Vogtle, certainly as we get to the end of Vogtle, this whole profile changes completely. Our view is that layering up of equity adding in to the big construction program really and recall in 2008 these guys remind me we were about 40.5% equity ratio and in 2013, we’re 44%. Well, that was heading in to as we’ve build up the equity ratio during this contractor period now we are getting better. We have not reflected in any earnings per share estimates we are giving you. We are giving you business as usual. We have not reflected any de-layering of the equity ratio in any of our estimates, so that would represent upside, but recall, we want to make sure that we are able to preserve our financial integrity position during this timeframe. Paul T. Ridzon – KeyBanc Capital Markets, Inc: Understood, thank you. Thomas A. Fanning: Yes sir, thank you.

Thank you. Our next question is from the line of Michael Weinstein with UBS. Please proceed with your questions. Thomas A. Fanning: Hey Michael. Michael Weinstein – UBS Securities LLC: Hey Tom, how are you doing? I apologize, if this is already asked before, but just wanted to confirm about that the place holder CapEx you guys have for Southern Power 1.4, how much of that is solar? Can you break out little bit more like how much of is thermal quantified, is that all in Georgia? Art P. Beattie: We were not that fine about it. So we don’t have a breakout for you. Listen, we’ve been chasing lots of different projects I can tell you that we’ve been chasing some that are thermal and we’ve been looking at some that are solar and it seems like you can do as much as you want to all over the place the real challenge for us is what makes sense in the portfolio and what is at the end of the day the best value recreating strategy for shareholders, but we can’t give you a breakout in place holders. Michael Weinstein – UBS Securities LLC: Have you guys talked at all about the prudence review at Kemper that I’m seeing that they may comment on? Art P. Beattie: No we haven’t, but we expect that to occur about June later in May or June. Thomas A. Fanning: May of 2014 based on spending full March of 2013. And Mississippi Power has filed a number of documents related to that I believe in December of last year. Art P. Beattie: And we certainly don’t want to front run that process. We don’t want to front run the regulator. I mean I can tell you my opinion when I look at kind of how the construction has unfolded I think these guys have done a terrific job. Michael Weinstein – UBS Securities LLC: And you said before that the delay of CA20 is really now a big deal, right to see moving up a bit on side. Thomas A. Fanning: What you got to understand is one of the way that we mitigated some of the problems in the facility that CBI has in Louisiana. Look to get product out of there, put it on site and essentially you have a CBI facility onsite now that holds those pieces of equipment and pieces of metal and then what we do is we have an army of people onsite both Southern and CBI last thing there whatever we need in order to complete the nuclear quality documentation before we put those panels up on the CA20 facility. So the real timing factor was to get it assembled. Now that we got it assembled, there is lots of work around and things we can do that take frankly the setting of CA20 in the nuclear island away from the critical path and that activity is not critical path. So we are focused now on assembly of CaO-1. Michael Weinstein – UBS Securities LLC: And in fact, on that subject critical path means fairing out Lake Charles, the assembly facility, right so. Are you guys happy with the way the things have improved there or? Thomas A. Fanning: Well, we said this a million times. Look, in any project at this magnitude, there are always challenges to get measure of success is not that you have challenges that’s how you work around them and I think especially and Philip Asherman CBI cohort that come into play here since they took over Shaw. The performance, the responsiveness, the constructive attitude has just really gotten better. And so, we are not depending now solely on the Louisiana facility. We are moving the fabrication to different points in the United States, maybe shipyards in Orleans, even couple of facilities, couple of the CA20 modules and IHI in Japan. So what we are doing is, we look for what is practical, what is reasonable from an economic and timing standpoint and we find the best solution and that's what we have done. Michael Weinstein – UBS Securities LLC: Just one last question, you said there were disagreements when you were talking on the economic roundtable and trying to figure out what the economic growth rate should be and one should be assuming and cannot have conservative numbers, I’m just wondering what kind of disagreements that you have, what were the biggest disagreements over there? Thomas A. Fanning: I think the economic roundtable did really didn’t have any disagreements there. They were different numbers. I think the lowest number of that was out of the group was like 2.25%. The tallest number was around 3%. So we are right in the heart of that range. Art P. Beattie: I think he is referring to the disagreements we had, I mean certainly. Michael Weinstein – UBS Securities LLC: You made it clear. I made it sound like it was a very tough and arduous process just wondering what it was. Art P. Beattie: Well it always is. I mean you wouldn’t believe that much we prepared for these calls to get the right stuff. Ultimately, when we give you stuff, when you give an estimated, it’s everybody’s collective wisdom, their best judgment and it’s not through a good certify. I mean I’ll just tell you if I look at the numbers sometimes and I go where did you grew 3.6 in the second half, 4.8 in the fourth quarter and you are projecting what, 1.1 for the year. Why is that and we go through a giant fight? I mean we just do. What we are providing you is our best judgment I think. We are conservative. We don’t try and push the numbers in order to achieve a result. Michael Weinstein – UBS Securities LLC: All right, well, thank you very much. Art P. Beattie: You bet.

Thank you. Our next question is from the line of Mark Barnett with Morningstar. Please proceed with your question. Thomas A. Fanning: Hello Mark. Mark Barnett – Morningstar Research: Hey good afternoon guys. Thomas A. Fanning: Good afternoon. Mark Barnett – Morningstar Research: Yes, I have lot of questions on some of the specifics and kind of long-term plan, but just curious maybe to shift to the end of the call here towards some of the policy issues that we are maybe facing over the next couple of years. There has been a lot of, I wouldn’t want to say controversy, but just kind of discussion around the numbers that the EPA has used to justify, the cost analysis that they present with the new source with the carbon, the proposed stuff that went in January, but I’m wondering one of your projects obviously and Kemper is one of the benchmarks that they use, but obviously with the new engineering and some of the changes in the projects since you imitated, I’m just wondering like how do you think that those estimates that they use and the justification based on those, does that really turn into a strongly defensible rule because of course this is going to get challenged and just some thoughts around that I guess? Thomas A. Fanning: Well, rather than give you a legal opinion at this point, I’ll just talk about the suitability of using ‎Plant Ratcliffe in Kemper County. I met with Gina McCarthy and her whole staff along with some other CEOs in the industry, and I told this to her, I said it on TV. The characteristics of Kemper County are such that they are reasonably unique to that site, in other words the [indiscernible], it’s our specific technology, it is the ability in an economic way to do an enhanced oil recovery. When you set a standard, you should use a set of circumstances that are applicable to a broad range of the United States. We don’t believe that, that is those conditions as unique as they maybe there are applicable in a broad sense. So with that argument first, the second one would go to just kind of, “Is it commercial? Is it adequately demonstrated?” and I would argue it’s hard to find out, why you would believe that it is commercial and demonstrable in a broad sense. : Mark Barnett – Morningstar Research: Great, appreciated. Thomas A. Fanning: .:

.: : : : Vedula Murti – CDP US, Inc.: Hi, good afternoon. Thomas A. Fanning: Vedu, how are you? Vedula Murti – CDP US, Inc.: : : : : Thomas A. Fanning: Heavens, I would argue that’s almost last in the list of potentials. We know that we are going to have new generations. We know that their going to be associated with environmental CapEx. We are watching very closely as with the data we provided to you today what’s going to happen with the economy and recall there is a set of generation that’s retiring as a result of the EPA's MATS rule or what’s now called MATS. The confluence of those factors may have some sense as to what happens to the equilibrium point of supply and demand in the next few years. All of those factors are the primary factors. In other words, you will see this reacceleration of CapEx. That’s the primary factor. Frankly, this thinking about our capitalization really I think has kind of followed behind the primary facts. We’ll just see how all that goes. Those were kind of interdependent right. In other words, as you accelerate CapEx you may need more equity. So the capitalization discussion is a temporal issue. Vedula Murti – CDP US, Inc.: Okay, thank you very much. Thomas A. Fanning: You bet.

Thank you. Our next question is from the line of Paul Patterson with Glenrock Associates. Please proceed with your question. Paul Patterson – Glenrock Associates, LLC: Good afternoon guys. Thomas A. Fanning: Hi, Paul. Paul Patterson – Glenrock Associates, LLC: How you are doing? Thomas A. Fanning: Dynamite, I hope you are well. Paul Patterson – Glenrock Associates, LLC: I’m managing. Just want to check a few quick things 2.5% to 3%. That’s a national GDP figure right now, some regional number. Is that correct? Art P. Beattie: That’s correct. Paul Patterson – Glenrock Associates, LLC: : : Art P. Beattie: Well, I think it goes down to what Tom mentioned a few moments ago is we try to put out a incredible forecast that we can rely on the sticking to a specific ratio to GDP is influenced by a lot of factors, a lot in the industrial side. I said before we get a lot of input from our customers, our large customers as to what their outlooks are for the coming year and so we have to factor those things in. These are more known quantum force than just drawing a line on a curve and trying to make an estimate. We have not seen great growth in residential and commercial over the last four years. So we are very cognizant of the fact that that’s true and then we are trying to make a measured approach towards getting the economy back to full measure and we think that once that occurs then you are going to have more cylinders working around that ratio of 50% to GDP. Thomas A. Fanning: And we are covering some territories we heard before, but maybe in a more concise way. I agree with you the industrial numbers look clear that you draw from this big clear to growth that’s something that’s more moderate, but that’s what we are projecting. The other one to keep your eye on is just this whole residential sector. I think the effect you are seeing now are personal income growth has been relatively flat. The growth in job doesn’t been necessarily a manufacturing. Good news for manufacturing is that more efficient i.e. less people as input to the output they produce therefore, they are going to be more sustainable in the long run. But the manufacturing jobs are ones that are higher paying therefore the increase in jobs in Southeast had been more service industry. There is a shift as a result of lot of external factors including the Affordable Care Act to move people or at least to inhibit companies from adding full time employees shifting rather to part time employees. So, even though they’re candid in the workforce they are earning less and then there are people leaving the workforce. So, that you get all that kind of thing going on. The other thing is perhaps a consequence of the housing problem. At one time, 70% of our residential sales came out of single family housing. Now it looks like perhaps it’s a function of personal income growth, perhaps it’s a function of bank tightening lending requirements. That 70% maybe more like 62% with the delta showing an increase in multifamily. So, it’s all those factors. Paul Patterson – Glenrock Associates, LLC: Okay. For some reason we don’t see sales growth – could give us a update for what’s the sensitivity is around sales growth. So, if we don’t get I guess you guys are saying 1% to 1.5% I think you guys were talking about if you get let’s say, just if you get a rule of thumb for every 50 basis point of sales growth, how should we think about that in terms of earnings or can you guys do other things and how dependent are you on sales growth I guess in terms of meeting your longer term EPS forecast that you have? Thomas A. Fanning: I know that Art gave you the juristic. I’ll give you the other answer. Look, over the past few years we’ve lost $500 million in revenue as associated with weather or slower than expected economic growth and we made that all up with O&M. In 2013, those numbers were just under $300 million loss revenues reduced expense. And at the same time, we had reduced expense. We had some of the best of liability and customer satisfaction we’ve ever had. Art? Art P. Beattie: Yeah, Paul the juristic on say a 1% change in retail sales equal across all classes is about $82 million pretax and we talk about cost control or cost flexibility and that would represent less than 2% of non-fuel O&M. So that goes towards some of the mitigations we have around the sensitivity on sales. Thomas A. Fanning: And I can’t stress it enough and I got to think the thousand of employees that make thousands of good decisions every day. The folks at Southern Company know how to run the utility business in an optimal way and have reliability and serve customers and be safe and did a heck of a job of it. We are able to demonstrate year end and year out if we can meet the needs of shareholders and deliver earnings targets part of that litany I gave you in the script and do it exceedingly well and run the business well. Paul Patterson – Glenrock Associates, LLC: Okay. So if I hear you correctly if I understand correctly, if the sales growth doesn’t – if it doesn’t work out as well you guys store other levers that you can use. Thomas A. Fanning: Yes. Paul Patterson – Glenrock Associates, LLC: That’s you believe in terms of making these numbers. And because I mean, just in general now we are seeing – we are seeing a fall off in a lot of areas around the country. Thomas A. Fanning: Yes. Paul Patterson – Glenrock Associates, LLC: So, we are just trying to figure it out. Thomas A. Fanning: We see the same thing. I sit on the flat board and I see all the stuff too, but you know what these results in the Southeast are awfully gratifying in the fourth quarter. Paul Patterson – Glenrock Associates, LLC: Okay I appreciate the help. Thanks a lot and have a good day. Thomas A. Fanning: Yes sir, thank you.

Thank you. And our final question is from the line of Greg Gordon with ISI Group, a follow-up question. Please proceed sir. Greg Gordon – International Strategy & Investment Group LLC: They have answered all the questions. I’m good, thanks. Thomas A. Fanning: Thanks Greg.

Thank you. With our final question, are there any closing remarks? Thomas A. Fanning: Yes, just very briefly. Number one, let me thank you of all for staying with this on this rather lengthy call, but it’s an important one. This is a little bit of an inflection point in our growth rate, in our risk profound, and variety of other things. Interestingly, when you look at regulatory work that we had to accomplish last year, when you look at the major projects that were in front of us, my sense is absent what happened at Kemper County, this complete deserves an applause. I think that they have come through those regulatory processes, terrific; their progress on Vogtle is terrific and I think we’re positioned well for years to come. It will be fascinating to see how we continue to deliver value to shareholders. We are rest assured that it is our primary focus. Thank you very much for you attendance on this call and we will talk with you soon.

Thank you, sir. Ladies and gentlemen, this does conclude the Southern Company’s fourth quarter 2013 earnings call. You may now disconnect. Thank you.