Dan Tucker - VP of IR and Financial Planning Tom Fanning - Chairman, President and CEO Art Beattie - Chief Financial Officer

Greg Gordon - ISI Group Jim von Riesemann - CRT Capital Dan Eggers - Credit Suisse Steve Fleishman - Wolfe Research Michael Lapides - Goldman Sachs Paul Ridzon - KeyBanc Anthony Crowdell - Jefferies Ali Agha - SunTrust Kit Konolige - BGC Julien Dumoulin-Smith - UBS Ashar Khan - Visium

Ladies and gentlemen, thank you for standing by. Welcome to the Southern Company First Quarter Earnings Conference Call. During the presentation all participations will be in a listen only-mode. Afterwards we will conduct a question-and-answer session. (Operator Instructions). As a reminder, this conference is being recorded today, Wednesday, April 30, 2014. I would now like to turn the call over to Dan Tucker, Vice President of Investor Relations and Financial Planning. Please go ahead, sir.

Thank you, Nelson. Welcome everyone to Southern Company’s first quarter 2014 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 of this conference call. You can follow along by accessing the slides posted on our Investor Relations website at www.southerncompany.com. At this time, I’ll turn the call over to Tom Fanning.

Thank you, Dan. Good afternoon and thank you for joining us. Art will go through the details in a few minutes, but first I would like to highlight two of the key drivers of our first quarter earnings growth; cold weather and continued economic growth. First, the weather story. Around the industry, much has been reported lately on the polar vortex, the Southeast experienced the second coldest first quarter in the last 20 years and we set a new all time winter peak on our system of 39,130 megawatts. While the colder than normal weather had an obvious impact on revenue, that’s not the only important story. Operationally the Southern Company’s system delivered on our commitment to provide clean, safe, reliable and affordable energy to the customers and communities we serve as demonstrated by our crew’s tireless work under the most challenging of circumstances to restore power to nearly 800,000 customers affected by the severe ice storm in mid February. The winter weather also underscored the importance of developing the full portfolio of energy resources. As weather-related demand and delivery challenges proved once again how volatile natural gas prices can be, Southern Company dispatched one of the industry’s most diverse and the liable generation fleets, delivering more than $100 million in fuel cost savings by taking advantage of our fuel optionality. Second, the economy continues to improve. 9 of our 10 largest industrial sectors which account for approximately 80% of industrial sales reflected positive year-over-year growth for the first quarter and all 10 of them were positive in March. Combined with solid customer growth and usage growth in our residential class, we were increasingly confident in the sustained momentum of the Southeast economy. Let’s turn now to our major projects. Construction progress continues at Plant Vogtle Units 3 and 4 in Georgia and at the Kemper County energy facility in Mississippi. First, tremendous progress continues in the construction of the Vogtle project which remained on schedule for the fourth quarter of 2017 and fourth quarter of 2018 for Units 3 and 4 respectively. Nearly two months ago, as planned, we successfully executed the heaviest lift to-date placing the 2.2 million pound CA20 module into the Unit 3 Nuclear Island. Our critical path focus remains on the major elements of the Unit 3 Nuclear Island with the CA05 module scheduled to be installed in the second quarter. Other signs of our continued construction progress include the walls and concrete under the containment vessel, which will support the installation of the shield building panels later this year. Outside of the Nuclear Island, we continue to progress on the major other elements including the cooling tower and turbine building. We are also very pleased with the progress on both the Unit 4. The CR-10 module, commonly known as the cradle was placed in the Nuclear Island during the first quarter and the containment vessel’s bottom head is scheduled to be set in May. In February, U.S. Department of Energy Secretary Dr. Ernie Moniz joined us as the Vogtle site to commemorate America’s first loan guarantee for nuclear construction. The DOE loan provides a committed source of funds that reduces financial risk, while delivering an estimated $250 million and present value benefit to Georgia Power customers. These savings should translate to lower base rates for customers over the life of the loan. Including the DOE loan benefits, Georgia Power highlighted $2.3 billion of customer benefits in the combined 9th and 10th VCM report filed at the end of February. This came on the heels of the favor vote by the Georgia PSE to verify and improve the actual capital cost reflected in the 8th VCM. The current VCM report, which reflects $389 million of actual 2013 spending is expected to be voted on by the commission in August. Turning now to the Kemper project, where we are winding down construction and ramping up our start-up activity. We continue to work toward our next major milestone, the heat up of the first gasifier, which is now scheduled for mid to late summer. Additionally, we expect to place the combined cycle portion of the plan in the commercial operation this summer. As we mentioned last quarter, the start-up activity for the combined cycle are largely complete and it is expected to be able to serve customer’s energy need during the upcoming peak season. As we shared in our most recent disclosure, we’ve experienced decreases in construction labor productivity due to a combination of adverse weather, labor turnover and inefficiencies. Having assessed the impact of these issues and the risks that additional unanticipated factors could have on the construction and start-up of the project, we’ve recorded an additional pre-tax charge of $380 million. This estimate includes the previously disclosed $184 million in increased labor and weather related expenses and additional $135 million due to the extension of the expected in service date and 61 million of incremental construction costs as an adjustment to the earlier number. Our confidence remains high in the value of the TRIG technology and the entire Kemper project to Mississippi Power’s customers. Our ongoing commitment to safety and quality is a primary importance as we focus on completing construction of this first of a kind plant and working through instrumentation and controls integration that is critical for the project success. Meanwhile, Southern Power continues to expand its generation portfolio. Recently Southern Power closed on the 20 megawatt Adobe Solar Facility, our second solar plant in California. This brings Southern Power’s solar portfolio to approximately 222 megawatts, all with quality, long term contracts. We continue to work diligently on additional projects and hope to announce another solar acquisition very soon. Looking ahead, we remain confident in Southern Power’s ability to execute its business plans for remainder of the year. I will now turn the call over to Art for a financial and economic review.

Thanks Tom. For the first quarter of 2014, we earned $0.39 per share compared to $0.09 per share in the first quarter of 2013, an increase of $0.30 per share. Included in these results for the first quarter of 2014 is an after tax charge against earnings of $235 million or $0.27 per share related to the current cost estimate for Kemper as detailed in the 8-K we filed yesterday. Included in the 2013 results are after tax charges of $333 million or $0.38 per share for increased cost of the Kemper project and $16 million or $0.02 per share for the restructuring of a leveraged lease investment. Excluding these items, we earned $0.66 per share in the first quarter of 2014 compared to $0.49 per share in the first quarter of 2013, an increase of $0.17 per share. The major factors which influenced our year-over-year adjusted earnings were weather, economic growth and retail revenue effects at our traditional operating companies. A detailed summary of the earnings drivers can be found in our slide deck for this call. Weather in the first quarter of 2014 compared with the first quarter of 2013, added $0.08 per share to our earnings. Weather was $0.07 above normal for the first quarter of 2014, compared with $0.01 below normal for the first quarter of 2013. Average temperatures were almost 5 degrees below normal and as a result, we saw the second highest number of heating degree days in 20 years. Total weather normal retail sales for the first quarter of 2014 increased 1.3% compared with the first quarter of 2013. Our original forecast was based on a GDP growth estimate of between 2.5% and 2.7%. While it’s still early in the year, it appears as though GDP growth estimates could actually be between 2.7% and 3%. Weather normal residential sales increased 1.2% over the first quarter of 2013. Residential sales were positively affected in almost equal parts by an increase in usage, reflecting demand growth beyond the amount avoided through energy efficiency, and the addition of 10,000 new customers in the first quarter of 2014. The first quarter industrial sales increased 2.8% compared with the first quarter of 2013, continuing the strong performance and momentum seen for 10 straight months. Manufacturing employment growth in our service territories exceeded the national pace in a first quarter that featured growth that was very broad-based. Some specific examples of segments that performed particularly well were primary metals and transportation, which grew at 6.4% and 6% respectively. In addition housing related segments including stone clay and glass, textiles and lumber as group grew approximately 6% year-over-year. This positive momentum was also evident at the port of Savannah where container exports increased 8.1% over the first quarter of 2013. Finally, one of the best leading indicators is economic development activity. The pipeline remains robust with 340 potential projects that could deliver 30,000 more jobs and generate more than $11 billion in additional capital investment. This reflects a 58% increase in projects, a 46% increase in potential jobs and a 107% increase in potential capital investment, compared with the same period last year. This potential is on top of a very strong quarter of announcements, which are expected to create an additional 3,000 additional jobs and represents $4.5 billion in new capital investment. Before turning the call back over to Tom, I’d like to share two additional items. First, as we have shared many times over the years, Southern Company is committed to maintaining a high degree of financial integrity including our single A credit rating. This commitment has served our customers and shareholders well by providing low cost financing and beneficial access to the capital markets. Our plan to issue equity, which included a total of $1.3 billion of new equity over the 2013 and 2014 time frame contemplated additional risks for the Kemper project. As a result and based on all of our current assumptions, we do not anticipate the need to increase our equity issuances due to the new charges reflected in our earnings results. We continuously monitor our capital structure and relevant credit metrics. As conditions change whether it is unexpected cost or better than expected success in acquiring new project at Southern Power. We will reforecast our equity needs as necessary. Finally, I'd like to share with you our earnings per share estimate for the second quarter of 2014, which is $0.66 per share. I'll now turn the call back over to Tom for his closing remarks.

Thank you, Art. Earlier this month, our Board of Directors voted to increase Southern Company’s common dividend to an annualize rate of $2.10 per share an increase of approximately 3.5%. This marks the 13th consecutive year that our dividend is increased. In fact since 2002, our dividend has increased a total of 57%. This track record is a direct reflection of the strength of our business model and the region our company serves. We have the privileged of serving 4.4 million customers in a region with an improving economy and a stable constructive regulatory environment. Our value proposition is bolstered by our ability to deliver industry leading customer satisfaction, lower electricity prices and the highest level of reliability. In fact, the success of our customer focused strategy and how well this positioned the company to earned top quartile returns and generate strong operating cash flow over the long-term is the underpinning of our Board’s dividend action. Despite our challenges with the Kemper project. Our performance during the first quarter is a direct results of the sustaining successes, we produced elsewhere in our business during 2013. We will continue our focus on providing clean, safe, reliable and affordable energy to customers and the communities we serve which supports our value proposition objectives for investors. We are now ready to take your questions. So operator, we'll now take the first question.

Thank you. (Operator Instructions). Our first question comes from the line of Greg Gordon with ISI Group. Please proceed with your question.

Hey, Greg. Greg Gordon - ISI Group: Good afternoon, guys. How are you?

Super. Hope you are well. Greg Gordon - ISI Group: Thank you, I am. So in reading through your 8-K on Kemper there was also a section where you discussed because of the decision to delay to start up to May 15th a reduction in bonus depreciation. So in order for you guys to not have to sort of pin that on the shareholder what now has to happen on the regulatory front?

Yes, Greg, it's Art. As a number of things that could happen. That is not part of any of the write-off amount that we have included in the numbers today. We are in the process of working with regulators in Mississippi to reach what we think will be a global settlement of prudents and issues related to our seven year rate plan. Now with the loss of bonus depreciation, we will certainly have to rework the seven year rate plan assuming that that bonus depreciation is lost and we will come back and address that in a minute, in order to make sure that we don’t violate tax modernization rules. So that’s an absolute requirement. Now when we think about bonus depreciation there is a couple of item avenues here; one could be that, we get an extended bill coming out of congress that extends bonus depreciation in the ‘15, so that would take care of it on its own. Secondly there could be issues in our global settlement whereby we mitigate the impact on customers. So all of these things are in kind of a settlement stage with the commission as we address how we will help that through the regulatory process.

One other point we anticipate. You know that we produce electricity during I think in January made about a $1 million in revenue at the combined cycle. We expect that to go into dispatch this summer and go into service, as that goes into service that eliminates a flood of the bonus depreciation at [rents]. Greg Gordon - ISI Group: Combine cycles are running off, our natural gas plant (inaudible) rate in the plan now?

Right. Greg Gordon - ISI Group: Got it. One more question on the negative side and then a positive one. So on the Vogtle we haven’t heard much on sort of the trending what’s going on and important investor with regard to your case against CBI, more we heard any progress publically on the potential settlement, can you give us an update on where that stands and whether or not the costs, all things equal, notwithstanding the overrun that you're dealing with there have been staying pretty steady and on track?

Yes, Greg, I'm not sure, there is going to be much of a substantive update, it would be roughly the same we've been telling you. Essentially, we have venue in Augusta, we have, I think askings by both the Consortium and us with respect to the dispute. I think the issue resides more clearly within the Consortium right now, they have issues to work out among and between themselves that's Toshiba, Westinghouse, and Shaw. But we have constructive conversation with those folks all the time. In fact, I want to say next week, Philip Asherman, the CEO of Chicago Bridge and Iron, I think the Head of Westinghouse, representatives from Toshiba, Georgia Power Management, Southern Company Management we are all meeting at Plant Vogtle. We do that regularly just a kind of cut through any of the issue, in order to continue to advance project as well as it has been. So, I guess the point is we continue to have a very good relationship and I think we have said before, it's much better now when Shaw is out and Chicago Bridge and Iron is in. We'll see, it could happen quickly or it could happen late. Greg Gordon - ISI Group: Great. And my final question is I'm noticing and it's not just you guys, but we're on the front-end of earnings, but there's been a handful of companies where their weather-normal sales growth numbers in the first quarter tracked ahead of the baseline expectation for the full year. Are we seeing just a little bit more of a bounce in the economy than you had modeled because you wanted to be conservative or is there some friction in your weather normalization model, when you have really extreme moves in weather that was the explanation one or the other managements gave, they are not sure that they are getting an accurate weather normal reading because it was such a big, such a strong weather quarter. So is it, we are definitively trending better or is that we won’t really know till we get a few more quarters ahead?

Yes, Greg it is Art. And I have always said that weather normalization is more of an art than the science. But when we look at industrial sales, industrial sales are largely not weather normalized. So when we have a 2.8% increase in industrial sales that’s a very good strong indicator. And as we have talked about in our remarks earlier, that’s the 10th month in a row we’ve had year-over-year growth in our industrial sales. So that is not impacted by what you brought up. Now on the residential side, we could be seeing a little bit of that, but it is only one quarter growth, we did have a 0.5% growth in the fourth quarter. So, if it’s not 1.3, I don’t think it’s a whole lot less than that due to the fact that we have got extreme cold temperature.

And my position with the fed, the fed was more bullish than we were, as we developed our annual guidance and just as of the first quarter, here again one quarter does not a year tail, but it does indicate that kind of economic, the macroeconomic effects or more closely 2.7 to 3 in terms of GDP than they were, our 2.5 to 2.7. So we’ll see if it’s a good start. Greg Gordon - ISI Group: Great. Thank you guys.

Yes, sir. Thank you.

Thank you. And our next question comes from the line of Jim von Riesemann with CRT Capital. Please proceed. Jim von Riesemann - CRT Capital: Hey Tom, hey Art how are you?

Hey Jim. Good. Jim von Riesemann - CRT Capital: Hey I am confused and don’t comment on that. So, your second quarter last year was $0.66 and you’re guiding to $0.66 for the second quarter this year. What might be some of the big mechanics that would at least, under that condition would put you at the high-end of your $2.72 to $2.80 guidance range for 2014?

Yes, good question Jim. When you look at non-fuel O&M and I think we outlined this on our last call, we estimated we’re going to spend roughly $300 million more at least in our regulated core business than we did in 2013. And if you look at our spending in the first quarter, it was only up year-over-year about 1.3%. So, we’ve got some heavier lift to do on the expense side for the remainder of the year and when you look at our outage schedule, it is somewhat back-end loaded as well. There are few other elements, at least in the quarter-over-quarter numbers that you need to remember. Alabama Power had entered into an accounting order that allowed them to differ some non-nuclear outage cost this year which will make their non-fuel O&M look a little lower year-over-year and that’s a big influence on the first quarter non-fuel O&M numbers. But when you look at the O&M that we’re going to add this year, at least in the second quarter along with new rates and you don’t take normal weather, you’re seeing about the flattish kind of equation there.

Jim, Art and I talked about this stuff all the time. It’s not -- don’t be ashamed to be confused, we have the same questions here. But I think it really does go to our pattern of O&M being roughly flat for the first quarter that presumed you’re going to spend a lot more in the rest of the year. So, I think that really kind of does go there. Jim von Riesemann - CRT Capital: Okay. But I’m glad the same way and I’m still confused on Kemper County now if you don’t mind me changing topics. So, I just need to be -- my memory needs to be refreshed. So, if the gasifier goes into service, let’s just call September 1st. How do the mechanics work under all that if you’re a customer of Mississippi Power, who benefits?

The economic to Mississippi’s customers are relatively fixed. In other words, there is $2.4 billion that they accrue; they had a full mix of capital up to 288. It’s the (inaudible).

Jim, you said gasifier, did you mean the combustion turbines? Jim von Riesemann - CRT Capital: I’m sorry. Yes, I did say gasifier, I apologize.

No, I’m okay. Jim von Riesemann - CRT Capital: Combustion turbines; I'm sorry. That's my mistake.

No, no problem.

Well, I mean a lot of how that might work is tied up in this global settlement as well. There is a host of issues; in fact there was some language in the recent continuance of discussions which indicated that there is some conversation going on between the company and the staff. So, I would like look for all of that to be kind of handled as much as it could in that settlement. Jim von Riesemann - CRT Capital: Any idea on the timing when that might happen?

Not really, but look forward in the months ahead here. Jim von Riesemann - CRT Capital: Okay. Thank you.

Yes, sir.

Thank you. (Operator Instructions). Our next question comes from the line of Dan Eggers with Credit Suisse. Please proceed. Dan Eggers - Credit Suisse: Hey good afternoon.

Hey Dan. How are you doing? Dan Eggers - Credit Suisse: I am doing great, thank you. You guys when you kind of talked about the growth rate update last quarter and you pointed to the back-end of this decade, the reacceleration environmental CapEx part of that being coal ash some other things. We’ve seen some other folks in the region have some issues around coal ash. I wonder if you could just kind of walk through maybe in a little more detailed spending that you guys have there and kind of how that paces out with more scrutiny. Does that change the timeline for when you guys may start spending that money?

I am going to turn this over to Art in a second, but if I think you kind of globally look at it here, we kind of have $6 billion of future environmental compliance investments that will manifest themselves at the end of the decade. Certainly coal ash is part of that, certainly affluent guideline, certainly 316(b). There are a lot of moving parts there and the number can move pretty dramatically both in terms of the quantum, again our estimated $6 billion, as well as the timing. And it would not surprise us, but that these other issues could have some bearing hands to the ultimate resolution for a company like us. We are following it very closely and we will see. Dan Eggers - Credit Suisse: Okay. And I guess on the Casper decision where it is right now, is that going to have any effect on near-term spending or is the mass obligations pretty well covered for you guys?

Dan, the mass contemplates most of that, I think when the original Casper was passed it was prior to the development or finalization the (inaudible) so since they both directed it, SO2 and NOx, most of that will be addressed through SCRs, through scrubbers or to whatever other compliance equipment we may have added to the unit. There maybe some small change dispatch of some of the units, the smaller coal units that are further back in the stack and won’t operate a lot. And so, the only real impact made the fuel cost on an extreme depth.

Yes. It is much more a dispatch energy issue than a capital issue for us. The math already spoke to the capital. Dan Eggers - Credit Suisse: Okay. So, one more on coal, we've heard a few people talking about little more concern about coal inventories for the summer after the cold winter having to run the coal fleet hard. Where do you guys sit on your coal inventories in, how is that they’re going to get, captured if you have to start buying more actively in the open market to the fuel mechanisms?

It's fascinating, we made a big play in the past we talked a lot about 70% coal six years ago, 16% gas now. What we said before was 45% gas, 35% coal. Fascinating, average gas prices during the first quarter of ‘14 were 5 bucks in round numbers. First quarter ‘13, they were $350, so you are up almost 50% in gas prices with coal prices being relatively constant. So, what that’s done is we’ve been able to shift our dispatch around to save our customers about a $100 million. So, we’re marginally more on coal and gas is what we saw in the first quarter kind of 42 coal 38 gas. It's fascinating to kind of think about how that may roll out for the rest of the year.

Dan, when you think about our inventories, we are very close to the targets we've set for ourselves this year. We are building up coal supply to meet the summer peak demands. And that will basically runs our average target to up to 35, from 35 45 days. So, we are just in the process right now of rebuilding after we increased our burns quite a bit of first quarter, above what we thought it would be.

And that moves around a lot from plant to plant, obviously if we have plants like the branch unit that we’re planning to close a little bit later, you will treat those a little bit differently than you will kind of ball win or a share or a (inaudible). Dan Eggers - Credit Suisse: Got it. Thank you, guys.

Yes sir, thank you.

And our next question comes from line of Steve Fleishman with Wolfe Research. Please proceed.

Hey Steve. Steve Fleishman - Wolfe Research: Hey Tom just a follow-up on that last question. Would you, is it fair to characterize that you are running gas more maybe in the shorter months, so that you can rebuilt the coal piles or is it just you’re just running dispatchers normally word and you just bring him more coal in?

Yes, we're in great shape, we are running normal. Steve Fleishman - Wolfe Research: Okay. Just maybe if you could spend a little more time you mentioned that you’re starting to work on settlement and Mississippi of various issues. Could you disclose or remind us what the issues are, is it both the good indication that you got, that you trying to kind of wrap altogether? And timelines and how much your are people cut on board together, is there going to be a lot opposition, likelihood that you able to get a settlement?

Well, we think there is an opportunity for both the regulators and the companies to come out with some kind of agreement here. The 7 year rate plan was designed to recover cost and keep rates at the set level that we agreed to in January of ‘13 and that was a 15% increase in rates last year followed on by 3% rate increase this year, both of which are in place. So, as these numbers move around, as our in service state moves around, we’re going to have to amend that to make sure that we comply with tax normalization rules as I mentioned. So that’s one element. And there are some other pieces of the pie that we might be able to include in the ground settlement that will keep customers [on those] in this agreement. But it’s mostly focused around those two very issues, 7 year rate plan and the prudency issue. We would like to get those solved on a simultaneous basis.

And I guess just roll into that the in service of the combined cycle. We fully expect those to run. They’re actually attractive and we’ve actually had some interest in the wholesale markets for those things. All this could be round up together we think in a beneficial discussion. Steve Fleishman - Wolfe Research: And just timing of this and…?

It’s always hard to predict those things. We’ve got the continuance order. Let that play out and let events take their course. Steve Fleishman - Wolfe Research: Okay. And then separately on Vogtle, I might have missed this in your presentation but is there any updates on the schedule for the Vogtle units and if not when will we get the next schedule update?

As we filed in our VCM 9 and 10, we reiterated our plan to leave the schedule in place, CLD dates for Unit 3 fourth quarter of ‘17, Unit 4 fourth quarter of ‘18. And we did not change the amount that we are contemplating in terms of overnight costs at the same time.

And if you just go back Steve to the VCM 8 filings, that is our most recent schedule. Now of course we always continue to move things around within but that’s it. And I would argue that probably Unit 4 is actually probably a little bit ahead. So we feel very good about our schedule right now. Steve Fleishman - Wolfe Research: Okay. And just timing commentary from SCANA which obviously different units. But can you talk about having kind of a new schedule from the E&C guys in the fall to layout? Is that a time line that’s relevant for you at all, are you just on a separate track?

It's interesting. I mean we try to work together to coordinate that practices and share information and a variety of other things. But it is very clear that we have a different contract. And without commenting on their situation, I can tell you that our contract as we suggested in the past is essentially fixed with performance schedules that are also fixed. So, I wouldn't spend a lot of time comparing say for example CA20 for us and CA20 for them. Steve Fleishman - Wolfe Research: Okay.

You will have -- they are operating under a different regime than we are. Steve Fleishman - Wolfe Research: Okay, that's helpful. Thanks Tom.

Yes, sir.

And your next question comes from the line of Michael Lapides with Goldman Sachs. Please proceed.

Hey Michael.

Hey Mike. Michael Lapides - Goldman Sachs: Hey guys. Can you hear me?

Yes. Michael Lapides - Goldman Sachs: Okay, thank you. Sorry, having a little phone issue. Couple of questions, if I look at your fourth quarter 2013 slide deck and went back to the appendix just at the CapEx by subsidiary, can you just walk us through -- and a lot of this is Kemper driven but a little of it may also be Southern Power driven. Just what’s different from the CapEx you laid out for 2014 through ‘16 back on slide 25 of your fourth quarter deck versus what it is today when you look forward for the next couple of years?

Well, Kemper will change a bit as we push more dollars into ‘15 now. And when I think about all the other companies, nothing has really changed that I’m aware of. Our plan for Southern Power remains, some of that is capital for maintenance and other capital for our expansion point. So when I think broadly about that Michael, I just can’t see a lot of change that is occurred since that day. Michael Lapides - Goldman Sachs: Okay. And so what’s the -- I just want to make sure I am getting Kemper right. What’s the remaining amount of CapEx at Kemper for 2014, meaning second quarter through the end of the year and then is the amount -- is that $25 million a month number for 2015 kind of still the good number, so four or five months into 2015?

Yes. If you look at it, we got about $925 million remaining; about 800 of that in ‘14 and the remainder, the 125 would be five months in 2015.

That’s the 25 a month. Michael Lapides - Goldman Sachs: And maintenance CapEx is a little bit $100 million, $150 million, so that will get total Mississippi Power?

That is correct. Michael Lapides - Goldman Sachs: Okay. On nuclear construction question, just curious is there any insight or any update you can provide from the folks in China, who are couple of years ahead of us in the process in terms of building new nuclear plants? Just any updates on kind of the construction timeline for either Sandman or the other units that are coming on line there that are using AP1000?

Sandman and [Haiyang] you know that we have people that live there. And other various members of our team go there from time to time. It's interesting to think about how that's helped us. Some of it -- I would argue the very first benefit that we've seen out of all them going first and our people on-site have been supply chain related. I would argue also the way that some of the material was handled on site, once it is fabricated has been helpful for us. We've had better performance than they have. There are some significant differences, particularly in the late end construction, where when you think about for example module, you think about how these things are racked, they tend to be much more people intensive than we are. Our processes tend to be much more automated. The other thing that we find is where they have a specific problem, can we learn from it? Well, I'll tell you one, the way some of the panels were erected, they erected them horizontally. When they were picked up, they deformed a little bit and they had to worry about correcting that. What we learned was to erect to them vertically, so we didn't have that kind of deformation. The other thing is just kind of issues that relate to the engineering around some pieces of equipment, I know one issue has been reactor coolant pump. I know one that’s in service in China, we have that equipment, it will be resolved to our satisfaction well in advanced of any critical path. Michael Lapides - Goldman Sachs: Got it. Okay guys, thank you very much and appreciate the update.

Yes, sir. Thank you for calling in.

Thank you. And our next question comes from line of Paul Ridzon with KeyBanc. Please proceed.

Hey, Paul. Paul Ridzon - KeyBanc: Good afternoon. How are you?

Super. Hope you are well. Paul Ridzon - KeyBanc: Thank you. You’ve mentioned some little room in your equity forecast, I mean is there continued pressures at Kemper, is there still contingency built in there?

We are probably on the cost, if we have additional cost then we may need, it depends on any other offsetting issues, either in CapEx or that might affect our equity needs, but we’ll keep an eye on that over time and certainly advise you of any needs we may have. Again our target Paul is 44% equity ratio and right now we're solid in that range. Paul Ridzon - KeyBanc: As I administered, you didn’t address annual guidance on the call?

We almost never do that, what we do is we do annual guidance twice a year, we do it once in January that sums up kind of where we believe we will be for the year, and then as been our practice really since I was CFO, so we're dialing back eight years or so now. We only do a revision annual guidance once we get through the third quarter, so it’s typically our October phone call. What we provide is just quarterly estimates beyond that. Paul Ridzon - KeyBanc: Okay. Thank you.

Yes sir. Thank you.

Thank you. Our next question comes from line of Anthony Crowdell with Jefferies. Please proceed. Anthony Crowdell - Jefferies: Good afternoon guys.

Hi Anthony. Anthony Crowdell – Jefferies: Just following up on Paul's question, I think the guidance for equity in '13 and '14 was roughly about $1.3 billion. How much of that has been issued already?

In the first quarter we issued right at the $140 million so we’re on track for our $600 million number this year. Anthony Crowdell - Jefferies: And I guess lastly, when you think of Kemper and you guys have quantified maybe 2015 roughly $25 million a month I guess, over budget or incremental charges, what do you think is the biggest risk on cost overruns there? I mean it seems like there’s been a labor issue, last quarter you spoke about and also this quarter, what’s the biggest issue I guess with or sensitivity with higher cost at Kemper?

So I think it remains, we’ve been very confident on that. When you transition away from construction to start up that’s kind of the lion share of risk ahead of us now. The integration of the different systems of Kemper, it’s a very complex animal in a combined cycle unit you may have three systems that need integration. Recall this one is coal gasification, it is gas handling equipment and all those related things, it’s about 13 different systems. I mean I’d like to think of it like fine tuning a 6 cylinder car versus a 12 cylinder car. So just getting the integration of the various systems through start up is the biggest issue. Beyond that it is I think the unknown, unknown there is always something that could happen and nobody can contemplate. We, I think are allowing for normal disruptions through start-up you have those anyway it’s something that nobody has foreseen we’ll see. When we rethought this schedule I can tell you we did a lot of soul-searching about it. You know from following us that we're a conservative company we always try and take a long view. And I think it is absolutely the right thing to do in our judgment to adjust this schedule. Because even though it produces some near-term pain, this is absolutely the long-term trajectory that represents best interest for our customer. And it’s so important that we get it right at the outset. So that's what you see us doing here. Anthony Crowdell - Jefferies: Just lastly like a really weird question more like to your point unknown, unknown, it seems like the conventional part of the Kemper unit or Kemper plant CCGT whatever is working fine, you’ve produced electric first quarter. Are there any changes to that seven-year rate plan you guys entered into back in January of '13, if the gasifier just for some reason just doesn’t really reach commercial operation as intended?

There is nothing in the seven year rate plan, that is contemplated around that. But I will remind you Anthony that we have a lot of experience with our pilot project. Whereby we have overtime protected the operation of the gasifier. So our confident in the gasifier and having problems with it, is not high on the list. But as Tom mentioned, we have the gas clean up island, so we’ve got to be able to continually integrate the gasifier, the clean up island and collection of the bio product and delivery of the reliable syngas in order to make sure that this plant operates as intend. And as know we talk about this in the past, where we made mistakes I think on this project, was entering into a fixed price commitment back like 2009 or so, with only 10% of the engineering and I think where we did the feed studies and all we were very good in terms of what combined cycle allowance is going to cost and how the gasifier where we got bit was in the gas handling systems remember as we ramped up or carbon capture profile quantity and the type, the quality and the type, hangers and all the related equipment, it’s going to be that we had a lack of experience. The good news is we do have expenses to gasifier, we have the combine cycles already working. We know that the gas management system exists elsewhere, so my sense is all these component will work that’s my judgment integrating them and optimizing them and time tuning them is going to be the challenge. Anthony Crowdell - Jefferies: Great, thanks for the color, guys. I really appreciated.

You bet.

Thank you. Our next question comes from the line of Mark Barnett with Morningstar Equity Research. Please proceed.

Hey, Mark. Mark Barnett - Morningstar Equity Research: Hey, good afternoon guys, how are you?

Great. Mark Barnett - Morningstar Equity Research: You talked a lot about Kemper and Vogtle. Can I just ask a couple quick questions around Southern Power to round it out? You mentioned you might have something coming down the pipe pretty soon here in terms of another solar project. Assuming that that is the case would that largely speak for the placeholder that you have in your CapEx guidance for the optional Southern Power projects for the year?

Yes, we had outlined Mark about, I think it was a 100 megawatts expansion in 2014 and roughly what we’re talking about is somewhere near half of that, that with we've got other projects that we’ve got on our list as well. So, we feel very good about our plan, our expansion plan for this year and for next.

Yes, every Board meeting or update the finance committee with essentially a red, yellow, green list of potential projects. Looking at the health of those development activities, we have a lot of confidence on Southern Power's ability to execute this year. Mark Barnett - Morningstar Equity Research: Great. And just one nitpicky detail on the quarterly results for Southern Power, despite the topline growth you had some lower profitability on the operating line, I'm just curious is that sort of a one-time thing or was there anything in particular that was driving that?

We had some solar contracts who are (inaudible) some energy margins, I guess from the contracts with solar plants that were in service say midyear, last year, mid to late last year, that quarter-over-quarter increased revenues. But we also had a onetime tax issue that occurred, that was really a big help too. And had we not have the onetime tax issue, we may have been at or just below the -- our target for the quarter. Mark Barnett - Morningstar Equity Research: Okay, makes a lot of sense. Thanks for that.

Yes.

Thank you. Our next question comes from the line of Ali Agha with SunTrust. Please proceed. Ali Agha - SunTrust: Thank you. Good afternoon.

Hey, good afternoon to you. Ali Agha - SunTrust: Thank you. Tom, when do you think you're in a position on Kemper to really lock down these costs? And tell us, look, this is it, and I think we don’t expect any more overruns.

Hey Ali, I would say could have done that a year ago, every time that we have given you an estimate, it has been our best judgment. When things happen that we can’t foresee we have to adjustments, I hate that but that isn’t fact the case, every time we’ve given an estimate it has been our best judgment at the time. Ali Agha - SunTrust: But is there anything in this remaining months to a year for completion where once you cross that line, you can say okay, it's pretty much done or will it go all the way to the end?

Well, I mean except for the unknown unknowns right, I mean so, what happens if I mean having forbid there is a tornado that comes across the side, or what happen if there is a major hurricane or what happens if as we integrate the system and just more complex, there is, we are not able to track it effectively or something, everything I know right now, I have great confidence in our ability to execute, we really fought a lot with each other over this latest adjustment, we would still effort our best to get this done in ‘14, but I think given the bawl wave of uncertainty that we were creating by the delay in productivity on the construction as a result of polar vortex one, two and some of the other issues, it just seem to us to be a conservative, prudent, judgment to push the schedule out to make, or I wish I could give you certainty that’s not the nature of the base when you built something like this. Ali Agha - SunTrust: Right, also…

Hi, this is Art. Couple additional elements there and I think we’ve kind of mentioned them already that you’ve got milestones at there, the first gets fire heat up. We get by that we’re producing syngas and then beyond that is making sure that the gasoline of island is doing its job and that we get reliable syngas that we can burn in our combined cycle. So as we move through those elements. Those are elements of milestones that we’ve set for ourselves that will tell the tail you about where we identify issues. Ali Agha - SunTrust: Enough. Separately, Tom I think in the past you have told us for planning purposes for next three years or so we should assume relatively flat earnings profile for 7 power if I recall correctly, anything change on that front as you’re looking at opportunities today versus few months ago?

So not a significant change, but we continue to kick over every stone we can, we mentioned before that we’re looking in some other regions of the United States in order to identify opportunities. It will be fun to see how the nation’s so called organized market develop this year and next. My sense is when you look around the different regions of the United States particularly in the so called organized markets where you see coal plant shutdowns there maybe needs for more capital investment. I think our model long-term bilaterals, creditworthy counterparties, no fuel risk, no transmission risk is the kind of economic commercial model that will support the kind of CapEx that needs to be brought there to those markets. My sense is particularly with our focus on coal ops in municipal utilities we have some potential to do more than we think we can do. And I can assure you that I guess we had Southern Power two weeks ago, I can assure you that we give them a high goal every time we can. The other thing that could have some play in that, you maybe aware that Georgia Power then I guess second its phase, their advanced solar initiative, they had one I think it was 2010 that’s called ASI and this was called ASI Prime or something. But it accounts for 525 megawatts of new solar in Georgia, 425 of which is central station and 100 megawatts of which is distributed generation. We have challenged both of our companies; Southern Power and Georgia Power Wholesale, separate from Southern Power to compete in those businesses, especially with distributed generation around the United States, a lot of people have taken the posture kind of sliding it. Our view is, let’s do it right, let’s create the right pricing mechanism for the energy and capacity, let’s create the right pricing mechanism one that is fair to all customers for connection to the network and let’s create the right mechanism for back-up generation. Having done that if customers want it, my view is we should provide it. And so I’ve directed folks inside Southern, and in fact we’re competing with ourselves to play off into that environment. I’m looking forward to seeing how those bids turn out, that’s another potential source of growth for us. Ali Agha - SunTrust: Got it. Last question, Tom you’ve also indicated to us in the past as you look at your earnings profile being more back-end loaded in terms of growth, you would have looking at opportunities to fill that gap if you found them out there. Today are you seeing those opportunities, I mean we saw “opportunistic transaction” that was announced this morning. Are you seeing opportunities out there for yourselves?

Was that an M&A question? Ali Agha - SunTrust: Well, I think the way you had posted to us, yes; I’m presuming it’s M&A.

Okay. So, with us we do asset acquisitions all the time, I mean that’s one of our ways. If you’re talking about corporate M&A, it was interesting, I was -- we were listening to the different shows this morning; CNBC and Bloomberg and all that. A bullish thing on the economy is how much M&A is going on and in fact there seems to be a pretty good bid of it, Exelon and Pepco the latest example in our industry. I’ve bid on record for this and I bet you guys on the call to give this speech, as well as I can. But this is something that we have a fiduciary obligation always to evaluate, we are always kind of, we have a group of people who competitive and intelligence group here focusing on those deals. My sense is now as it has been forever that those deals are extraordinarily difficult to do, particularly in a regulated environment where for the amount of premium that you will spend in order to acquire the target, you are going to have to earn a return on and return out capital. That from an EVA standpoint is positive for shareholders. Add to that regulatory complexity and a variety of other things, those are just hard to do. We work hard to try and make sense of them. But I can tell you it’s just really hard and I wouldn’t particularly count on them right now. Ali Agha - SunTrust: Thank you.

Yes, sir.

Thank you. Our next question comes from the line of Kit Konolige with BGC. Please proceed.

Hello Kit. Kit Konolige - BGC: Good afternoon guys.

Hi Kit. Kit Konolige - BGC: So, just to revisit the Mississippi settlement talk one last time, can I ask who initiated the talks and what were the circumstances of their being settlement talks in the first place?

Yes Kit, I believe the commission in and around the prudency hearing had pushed the dates of the hearing along with the staff, we’re able to push those hearings out into August. And in some of their public remarks they mentioned the fact that they were looking for discussions towards some kind of agreement both on the prudency issue on the seven year right plan. So, that’s kind of where it all started from and we’re certainly a party to those as well.

Since we put the commission directed the staff to engage the company with potential settlement talks. So, we’ll see how it goes. Kit Konolige - BGC: Right. Okay, got that. And I mean obviously we don’t know until there is not a settlement, but it sounds like you would hope that this could be a pretty comprehensive deal if you got there. Would you envision it as kind of accounting for any future possible further overruns or delays in the time table of the Kemper?

I think it’s just too early to tell, Kit. There is the prudency issue is important the seven year right plan is pretty important. But there could be other elements to the agreement as well.

The in service treatment of the combined cycle unit going forward. Kit Konolige - BGC: Yes.

And there is a host of things, how you would [wait] together with [path] is important. So, we’ll try and get as comprehensive, as we can. Kit Konolige - BGC: Okay. One last thing so I kind of understand this. So obviously given your prior agreement, there can’t be any further rate increases for customers as a result of this. Are we looking at potentially some change in the pattern of future rate increases? In other words, from a financial point of view for shareholders, what could change as a result of a settlement here?

Yes. Kit, I’m a little reluctant to kind of dive into profiles and what is, let the talks happen and let’s give a good results for everybody here. Kit Konolige - BGC: Okay. Sounds fair to me. Thank you.

Thank you Kit.

Thank you Kit.

Thank you. Our next question comes from the line of Julien Dumoulin-Smith with UBS. Please proceed.

Hey, Julien. Julien Dumoulin-Smith - UBS: Hey, good afternoon.

Hey, good afternoon to you. Julien Dumoulin-Smith - UBS: Excellent. So quick question here, just following-up a little bit on the same wane of thought. Can you walk through how you think about the in service criteria for Kemper regime, and how that process works in Mississippi? I know you talk about a settlement here, but I suppose that’s technically a separate process that we're going to be going through down the line. And then also perhaps a little bit of the key dates as far as that goes, particularly I’m thinking in contrast to some of the performance issues we’ve seen elsewhere.

Yes, look in service has some [concentration] both for tax and for regulatory purposes. For tax purposes, it’s essentially that you are integrated into the grid and you can demonstrate. We’ve already demonstrated we can run Tampa to help during peak periods; we did that during Vogtle. And it’s fun to actually have a live shot of the construction sites to both Vogtle and Kemper in my office and it’s fun to see the cooling towers at Kemper blowing off steam, showing that they’re generating electricity. We expect them to be fully integrated this summer. By the same token when we think about the gasifier island and everything else, I think the standard will kind of go to a reliable supply of same gas to the combined cycle units. Those will be kind of the standards we’ll be looking for. Julien Dumoulin-Smith - UBS: And so that basically that’s down the line here after May 15, to sort of…

Again, the combined cycle as we expect the in services summer, declared in service both for tax and books. And for the gasifier and gas cleanup system, it will come probably later. Julien Dumoulin-Smith - UBS: Okay, excellent. And then kind of going back to the equity question, sorry to have this one more time. If you don’t end up getting either those two options with regards to making up the bonus D&A benefits, does that push you through the contingency you put in there or did that your comment before contemplate that as well?

It contemplated that as well. Julien Dumoulin-Smith - UBS: Got you. And then could you quantify how much contingency left or you don’t do that?

We’re pretty close to the edge so, but again it’s a function of more than just Kemper, there is lots of other CapEx that we spend. And so it would also impact how we’re doing in that regard as well. Julien Dumoulin-Smith - UBS: I know you guys have spoken about, just the last subject here on coal ash. Obviously some adjacent states are kind of picking up the speed of reform on that. What are you seeing right now on your front as far as the need to spend and address both from a capital and expense perspective?

We've had a very constructive relationship with all of our environmental regulators. In all of our states we meet or exceed all of the environmental regulations that are currently in place. We are watching with interest what happened elsewhere and what impact that may have. It was funny, it was notable background, the Kingston of that. I remember I would see a [relative time] and I can recall walking myself virtually every ash con we had. And we have this long track record of exceedingly safe reliable operation of facilities. The personal there were just surprised to see anybody was interested in how those were being run. I think with the events at Duke, there will be more evaluation of our practice and closure practices and all sorts of things. I think this is something that is probably inevitable. The question to me to what degree and over what time frame. Julien Dumoulin-Smith - UBS: Great, excellent. Thank you all very much.

Thank you. I appreciate you joining us.

Thank you. And our next question comes from the line of Ashar Khan with Visium. Please proceed.

Hello Ashar. Ashar Khan - Visium: Hi. How are you doing Tom?

Great. Ashar Khan - Visium: Tom, I was trying to understand just trying to look through and I don't know if Art can help me on this. One thing which took a little people by surprise was when you came up with guidance in the January presentation you started off with 2.71 and then you subtracted $0.07, which was from dilution from the Kemper write-off 2014 and beyond. And you reset the base to $2.64. And then from there of course the growth came in for this year's EPS impact. With these write-offs, additional write-offs which have come in since the beginning of the year, should we then be modeling the similar kind, of course they are not to the extent that they happened last year, but should I be modeling something like for when you come out next year and all that, a slight decremented gain in the base EPS when if you were to go ahead and redo your EPS for next year, from this dilution impact from the write-offs and things like that, just wanted to get a little bit better understanding.

Yeah, so pretty said lot here and we think is no, because we don’t think we will require any new equity and therefore there is a not a diluted impact we will be able to manage this we think. Ashar Khan - Visium: Okay. Thank you so much.

Thank you. We appreciate you join us.

And I am showing no further questions.

Well listen. Thank you all for joining us today. I know it’s a busy day for everybody. A lot of exciting things going on. I am really gratified, I don’t like the fact that we had to write-off on Kemper again and change the schedule. But I am gratified with the sustaining excellence of the company, when you think about all the good work we had, I know we talk about that a lot last year, we really accomplish a whole lot in 2013 and I think our first quarter in ‘14 is a demonstration of that benefit. We thank you for joining us today. We thank you for follow Southern Company. We look forward to chatting with you further. Take care.

Ladies and gentlemen, that does conclude the conference call for today. We thank you for participation and ask that you please disconnect your line.