THE SOUTHERN COMPANY DEFERRED COMPENSATION PLAN PROSPECTUS

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1 Plan Prospectus Deferred Compensation Plan THIS DOCUMENT CONSTITUTES A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE SECURITIES OFFERED HEREBY OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SOUTHERN COMPANY DEFERRED COMPENSATION PLAN PROSPECTUS This prospectus is prepared and distributed by The Southern Company (the Company ) in compliance with the Securities Act of 1933, as amended (the Securities Act ). A registration statement has been filed with the Securities and Exchange Commission (the SEC ) with respect to The Southern Company Deferred Compensation Plan (the Plan ) and the related deferred compensation obligations of certain affiliates of the Company (each, an Employing Company ) arising thereunder. No person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus, and, if given or made, such information must not be relied upon as having been authorized by the Company. This prospectus does not constitute an offer to buy securities, nor shall there be any sale of these securities in any jurisdiction where such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act ), and, in accordance therewith, files reports, proxy statements and other information with the SEC. The Company s common stock trades on the New York Stock Exchange (the NYSE ) under the symbol SO. The date of this prospectus is November 16, INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE As permitted by the rules and regulations of the SEC, this prospectus omits certain information contained in the registration statement on file with the SEC. The Company will provide without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request of such person and by first class mail or other equally prompt means, a copy of any or all of the documents which are incorporated by reference in this prospectus, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests for such information or for information about the Plan and its administration should be directed to Southern Company Compensation and Benefits, Southern Company, 30 Ivan Allen Jr. Blvd. NW, Atlanta, Georgia In addition, upon written request, the Company will deliver to all participants in the Plan who do not otherwise receive such material copies of all communications to shareholders generally. Deferred Compensation Plan November 2013.docx

2 The following documents, which have been filed by the Company with the SEC, are incorporated in and made a part of this Prospectus by reference: The Annual Report on Form 10-K of the Company for the year ended December 31, 2012; and The Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2013, June 30, 2013 and September 30, All other documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the registration statement to which this prospectus relates which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this prospectus and to be a part of this prospectus from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus (or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. PURPOSE The Plan is maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees and is designed to permit participants to defer income as well as certain federal, state and local taxes until a specified date or their retirement, disability, death or other separation from service. This prospectus provides only a limited description of provisions in the Plan document itself. It is not intended to cover all matters addressed in the Plan but instead is designed to give Plan participants and beneficiaries a general idea of their rights under the Plan. If questions arise, or if a provision of this prospectus is inconsistent with the text of the Plan, all decisions will be based on the text of the Plan, which will control in all instances. A copy of the Plan is attached hereto as Exhibit A. Additional copies of the Plan are available at the offices of the Company for your inspection during regular business hours. The offices of the Company are located at: 30 Ivan Allen Jr. Blvd. NW Atlanta, Georgia (404) ELIGIBILITY* You are eligible to participate if you are in an exempt job grade level nine (9) or above and have an annual base rate of pay of at least $100,000. *Employees meeting the 2003 eligibility criteria of having (1) an exempt job grade level of eight (8) or above and (2) an annual base rate of pay of at least $100,000 as of 12/31/2003 will continue to be eligible to participate by continuing to meet that criteria. However, future eligibility may be restricted. Employee eligibility (including Plan eligibility criteria) will be reviewed annually by the Plan Committee (as defined below). Any changes to the eligibility criteria or in employees eligible to participate will be announced prior to the applicable salary deferral election period. Deferred Compensation Plan November 2013.docx 2

3 HOW THE PLAN WORKS In order to receive deferred tax treatment under the Internal Revenue Code, deferral elections must be made prior to earning the amounts you elect to defer. You may defer up to 50% of your base salary. Base salary deferral elections must be made during the Plan s established election window period prior to the year the base salary is earned 1 (e.g., base salary deferral elections made during the election period occurring in 2013 will apply to base salary paid in 2014). For any 2014 base salary deferral credited to your Plan account, your account will receive an additional credit equal to 5.1% of such base salary deferral. You may defer up to 100% of your Performance Pay Program ( PPP ) award. PPP deferral elections must be made during the Plan s established election window period prior to the beginning of the performance period in which the award will be earned 1 (e.g., PPP deferral elections made during the election period occurring in 2013 apply to the 2014 PPP award paid in 2015). You may choose one of the following deemed investments for each type of compensation you defer: Southern Company Common Stock Equivalent: Deemed investment that will have an equivalent rate of return to that of an actual investment in Southern Company Common Stock including the crediting of dividend equivalents as dividends are paid by the Southern Company from time to time. Provides participants with an equivalent opportunity for the capital appreciation (or loss) and income held by a Southern Company shareholder. Set forth below is a tabular presentation of quarterly investment returns associated with The Southern Company Common Stock Equivalent since January 1, Quarterly Returns Ending 03/ % (1.90)% 0.88% 0.88% 06/30 (4.86)% 4.15% 7.24% 1.68% 09/ % 6.18% 13.34% 12/31 - (6.07)% 10.43% 3.89% Year 5.43%* (3.44)% 26.84% 20.79% * Year-to-date return as of June 30, Normally, the deferral election window period runs from late November to late December of each year. Deferred Compensation Plan November 2013.docx 3

4 Prime Interest Rate Equivalent: Deemed investment that will earn interest compounded monthly equivalent to a hypothetical investment tied to the Prime Rate as published in the Wall Street Journal as the base rate on corporate loans posted as of the last business day of each month by at least seventy-five percent (75%) of the United States largest banks. Set forth below is a tabular presentation of quarterly investment returns associated with the Prime Interest Rate Equivalent since January 1, Quarterly Returns Ending 03/ % 0.81% 0.80% 0.80% 06/ % 0.81% 0.80% 0.81% 09/ % 0.82% 0.82% 12/ % 0.82% 0.82% Year 2.46%* 3.31% 3.29% 3.30% * Year-to-date return as of June 30, 2013 Merrill Lynch is the record keeper for the Plan and provides quarterly statements to participants. You can access your account through the Merrill Lynch Benefits OnLine website at or through HR Direct (under the Retirement section). Neither you, your beneficiary nor your legal representative may assign or transfer the right to payments under the Plan. Any attempt to assign or transfer or in any way encumber the right to payments under the Plan shall be void and have no effect. WHEN YOU MAY RECEIVE YOUR BENEFIT Upon the occurrence of a separation from service, you can elect to receive a distribution of each year s deferral on and after 2007 as either a lump sum or in annual installments over a period of up to 10 years. Note that because of special rules concerning the transition into compliance with Section 409A of the Internal Revenue Code, plan year deferrals for 2005 and 2006 will be treated as one year for purposes of this distribution election. You can also choose to receive a distribution of all or a portion of your account as of a specified date. If you do, distributions are made in the form of a lump sum. A specified date can occur during employment or after a separation from service. In the event of your death, unpaid amounts (other than Pre-2005 Deferrals, described below) will be paid as a lump sum as soon as administratively possible to your beneficiary or, if none is designated, to your estate following your death. Any unpaid amounts applicable to Pre-2005 Deferrals (or, as referenced in the Plan document, grandfathered deferrals ) will be distributed, in the sole discretion of the Plan Committee, in accordance with your election. In the event of your total disability (as determined by the Social Security Administration), distributions are made in accordance with your election as soon as administratively possible after your Separation from Service, as defined in the Plan document. If you elected to receive a distribution upon a specified date, you will receive a lump sum in accordance with such election. Deferred Compensation Plan November 2013.docx 4

5 In the event of an unforeseeable emergency, if permitted under Section 409A of the Internal Revenue Code, you (or your beneficiary) may receive a lump-sum distribution up to your account balance attributable to deferrals for plan years on and after 2005 in an amount necessary to relieve the financial hardship. EFFECT OF SECTION 409A OF THE INTERNAL REVENUE CODE Amounts in the Plan that were earned and vested as of December 31, 2004 are not subject to Section 409A of the Internal Revenue Code. The Company has grandfathered these amounts and segregated them into a specific sub-account in the Plan. The grandfathered amounts will be subject to the key plan terms in effect as of December 31, This means that the distribution forms and commencement opportunities are the same as available to you as of December 31, Your choice of investments, being a deemed investment in a Southern Company Stock Equivalent and/or a Prime Rate Investment Equivalent, remains the same. The opportunity to transfer between these investments with respect to grandfathered amounts will be the same as for non-grandfathered amounts. TAX FACTS Income deferred is not subject to federal, state and local income taxes at the time of deferral, but is subject to Social Security and Medicare ( FICA ) taxes. For example, if you elect to defer 100% of your PPP and PDP, mandatory taxes (FICA on the entire deferral and federal, state and local taxes on the FICA amount not deferred) will be withheld and your resulting deferrals will be slightly less than 100% of these incentives. The Plan is not designed to be qualified under Section 401(a) of the Internal Revenue Code. Distributions from your account are subject to federal, state and local income tax withholding and are taxed as ordinary income in the year received. Distributions are exempt from FICA taxes. ADMINISTRATIVE INFORMATION The Plan is a non-qualified retirement plan under the rules and regulations of the Internal Revenue Service and is exempt from most of the rules and regulations under the Employee Retirement Income Security Act, as amended ( ERISA ). The Plan is subject to certain limited reporting requirements and the enforcement provisions under ERISA. In addition, the Plan is unfunded and unsecured. The balance in your account represents a promise to pay non-qualified benefits at a future date, which means the Plan is backed by the general assets of the participants Employing Companies and could be subject to claims by creditors of such companies. However, the Company has implemented procedures designed to protect these benefits upon the occurrence of certain change-in-control events, which are contained in the Company s change in control program, filed as exhibits to the Company s Annual Report on Form 10-K. A committee is designated as the administrator of the Plan (the Plan Committee ). The Plan Committee s administrative duties include interpreting the Plan and determining eligibility for the Plan. Deferred Compensation Plan November 2013.docx 5

6 Southern Company Services, Inc., the Plan sponsor, intends to continue this Plan indefinitely. However, except for certain Plan provisions protected under the corporate change-in-control program, the Plan may be amended, modified or terminated by the Board of Directors of Southern Company Services, Inc., in its sole discretion at any time. The Plan Committee may also amend or modify the Plan if such amendment or modification does not involve a substantial increase in cost to any Employing Company. Frequently Asked Questions Q. How and when will deferrals be made? A. For 2014, your base salary deferral percentage will be applied to all base salary paid during These deferrals will be taken as a payroll deduction on each regular paycheck beginning with the January 10, 2014 paycheck. Performance Pay Program (PPP) deferrals for incentives earned in 2014 will occur when the incentive is paid in March Q. Do I pay federal and state income taxes or FICA taxes on the money that is deferred? A. Under current tax laws, the compensation you defer is exempt from federal and state income taxes until you receive the money. FICA taxes will be withheld at the time of deferral. For example, if you elect to defer 100% of your PPP, FICA taxes are withheld along with federal, state and local taxes on the FICA amount not deferred. Q. What effect does the deferral have on the calculation of Social Security benefits? A. None. Deferred amounts are considered FICA wages at the time of deferral. Q. If my investment election is the Southern Company Common Stock Equivalent, will my deferred amounts purchase actual shares of stock? A. No. The value of your account will be determined as if shares had been purchased at the time and in the amount of each deferral contribution. Q. What effect does my participation in this Plan have on other benefit plans sponsored by the Company? A. Base salary and PPP that would have been paid to you in 2009 or later that you defer will be counted in the determination of your retirement benefits under our tax-qualified Pension Plan but will not be counted as Compensation for purposes of Employee contributions and Employing Company contributions under the Employee Savings Plan ( ESP ). Prior to 2009, such deferrals were not counted in determining tax-qualified Pension Plan retirement benefits but the associated retirement benefit reduction was restored under the Supplemental Benefit Plan. Q. What happens to my account if the Company or any of the Employing Companies become insolvent or declare bankruptcy? A. If this were to occur, you would have the same rights as a general unsecured creditor of the Company or applicable Employing Company. Your benefits payable under the Plan would then be determined by the bankruptcy court. Deferred Compensation Plan November 2013.docx 6

7 Q. May I change my investment election? A. For future deferrals, investment elections made for a plan year are irrevocable and continue unless a new investment election is submitted in accordance with procedures established by the Plan Committee. For amounts in your existing account, subject to insider trading restrictions if applicable, you may transfer all or a portion of your existing account balance from the Southern Company Common Stock Equivalent to the Prime Interest Rate Equivalent, or vice versa, during transfer window periods authorized by the Plan Committee. As of January 1, 2007, the transfer window is open at all times. Deferred Compensation Plan November 2013.docx 7

Executive Deferred Compensation Plan 2017 Plan Year Election Period

Executive Deferred Compensation Plan 2017 Plan Year Election Period Other Information and Q&A Distribution Due to Financial Hardship Financial Hardship If you suffer a severe financial hardship (as defined