UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)	September 15, 2017



Commission File Number	Registrant, State of Incorporation, Address and Telephone Number	I.R.S. Employer Identification No.

001-11229	Mississippi Power Company (A Mississippi Corporation) 2992 West Beach Boulevard Gulfport, Mississippi 39501 (228) 864-1211	64-0205820

The name and address of the registrant have not changed since the last report.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 1.01.	Entry into a Material Definitive Agreement.

On September 15, 2017, Mississippi Power Company (“Mississippi Power”) issued a promissory note (the “Promissory Note”) to its parent company, The Southern Company (“Southern Company”), in the aggregate principal amount of up to $150,000,000, primarily to satisfy Mississippi Power’s federal income tax obligations for the quarters ending September 30, 2017 and December 31, 2017 and also for other general corporate purposes. The Promissory Note bears interest based on the one-month London Interbank Offered Rate and matures on the earlier of (i) December 31, 2017 or (ii) five (5) business days after the date that Mississippi Power receives an income tax refund from the United States federal government equal to or greater than the principal amount outstanding under the Promissory Note. Mississippi Power borrowed approximately $109 million under the Promissory Note on September 15, 2017 to satisfy its federal income tax obligations for the quarter ending September 30, 2017.



Item 2.03.	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03.



Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits



10.1	Promissory Note dated September 15, 2017 between Mississippi Power and Southern Company in the aggregate amount of up to $150,000,000.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Date:September 18, 2017	MISSISSIPPI POWER COMPANY
	By	/s/Melissa K. Caen
		Melissa K. Caen Assistant Secretary

MISSISSIPPI POWER CO 8-K