W. Ron Hinson Southern Company
Comptroller and Bin 10137
Chief Accounting Officer 241 Ralph McGill Boulevard
Atlanta, GA 30308-3374
Tel 404.506.7146
Fax 404-506-4310
wrhinson@southernco.com
April 4, 2007
VIA EDGAR
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Attn: Milwood Hobbs
Staff Accountant
Re: The Southern Company
Form 10-K for the Fiscal Year Ended December 31, 2006
Filed February 27, 2007
File No. 1-3526
Alabama Power Company
Form 10-K for the Fiscal Year Ended December 31, 2006
Filed February 27, 2007
File No. 1-3164
Georgia Power Company
Form 10-K for the Fiscal Year Ended December 31, 2006
Filed February 27, 2007
File No. 1-6468
Gulf Power Company
Form 10-K for the Fiscal Year Ended December 31, 2006
Filed February 27, 2007
File No. 0-2429
Mississippi Power Company
Form 10-K for the Fiscal Year Ended December 31, 2006
Filed February 27, 2007
File No. 001-11229
Southern Power Company
Form 10-K for the Fiscal Year Ended December 31, 2006
Filed February 27, 2007
File No. 333-98553
Securities and Exchange Commission
April 4, 2007
Page 2
Dear Mr. Hobbs:
The following is the response of The Southern Company ("Southern
Company") to the Staff's comment on the Form 10-K for the fiscal year ended
December 31, 2006 ("Form 10-K"), transmitted in a letter from the Staff dated
March 27, 2007. We are submitting this letter on behalf of Southern Company,
and the terms "we," "us," "our" and "the Company" in the following responses
refer to Southern Company.
SEC COMMENT:
Part II
Item 9A. Controls and Procedures, page II-5
Disclosure Controls and Procedures
We note your disclosure that your Chief Executive Officer and Chief
Financial Officer concluded that your company's disclosure controls and
procedures are effective in timely alerting them to material information
(including information relating to your consolidated subsidiaries) required to
be included in your periodic reports. Your use of the phrase "material
information" could be interpreted as being restrictive. In this regard, please
confirm to us that your officers concluded that your disclosure controls and
procedures were effective in timely alerting them to information required to be
included in your filings under the Securities Exchange Act of 1934 and review
your disclosures accordingly in future filings. See Exchange Act Rule 13a-15(e).
SOUTHERN COMPANY RESPONSE:
In response to your comment, Southern Company hereby confirms that its
Chief Executive Officer and Chief Financial Officer concluded, as of December
31, 2006, that the Company's disclosure controls and procedures were effective
in timely alerting them to information required to be included in the Company's
filings under the Securities Exchange of 1934, as amended (the "Exchange Act").
The reference to "material" information included in Item 9A of the Form 10-K was
not intended to be restrictive or to otherwise limit the conclusions reached by
the Chief Executive Officer and Chief Financial Officer with respect to the
Company's disclosure controls and procedures under Rule 13a-15(e) of the
Exchange Act.
Further, in accordance with your comments, in future annual and
quarterly reports the Company and its subsidiary registrants will include, in
each case where the appropriate officers have concluded that such registrants'
disclosures controls and procedures were effective as of the end of the period
covered by such reports, language consistent with that included in the Form
10-K, except that the word "material" will not be included. The language, as
revised, would read as follows:
Securities and Exchange Commission
April 4, 2007
Page 3
"As of the end of the period covered by this [annual][quarterly]
report, Southern Company, the traditional operating companies and Southern Power
conducted separate evaluations under the supervision and with the participation
of each company's management, including the Chief Executive Officer and the
Chief Financial Officer, of the effectiveness of the design and operation of the
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act). Based upon these evaluations, the Chief Executive
Officer and the Chief Financial Officer, in each case, concluded that the
disclosure controls and procedures are effective in alerting them in a timely
manner to information relating to their company (including its consolidated
subsidiaries, if any) required to be included in periodic filings with the SEC."
* * * * * *
In connection with the above response to the Commission's comment, the
Company hereby acknowledges that:
o we are responsible for the adequacy and accuracy of the
disclosure in the filing;
o staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any
action with respect to the filing; and
o the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
We appreciate the assistance the Staff has provided with its comments
on the Form 10-K. We will be pleased to respond promptly to any requests for
additional information or material that we may provide in order to facilitate
your review.
Please direct any further questions or comments you may regarding this
matter to the undersigned at (404) 506-6641, to Jan Hodnett at (404) 506-6709 or
to Wayne Boston at (404) 506-7146.
Very truly yours,
/s/W. R. Hinson