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) ~~April~~ 4May 15, 2017



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

001-31737	Gulf Power Company (A Florida Corporation) One Energy Place Pensacola, Florida 32520 (850) 444-6111	59-0276810

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. [ ]

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Item 8.01.	Other Events.

~~See~~Issuance MANAGEMENT’S DISCUSSION AND ANALYSIS - OVERVIEW- “Business Activities,” FUTURE EARNINGS POTENTIAL - “General” and - “Retail Regulatory Matters - Retail Base Rate Cases” and FINANCIAL CONDITION AND LIQUIDITY - “Market Price Risk” of ~~Gulf~~Senior Power Company (“Gulf Power”) in Item 7 and Note 3 to the financial statements of Gulf Power under “Retail Regulatory Matters - Retail Base Rate Cases” in Item 8 of Gulf Power’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “Form 10-K”) for information regarding the petition Gulf Power filed with the Florida Public Service Commission (the “Florida PSC”) requesting an annual increase in Gulf Power’s retail rates and charges of $106.8 million, which includes recovery of the portion of Plant Scherer Unit 3 that has been rededicated to serving retail customers, and a retail return on equity (“ROE”) midpoint of 11%. See also MANAGEMENT’S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - “Retail Regulatory Matters - Cost Recovery Clauses” of Gulf Power in Item 7 and Note 3 to the financial statements of Gulf Power under “Retail Regulatory Matters - Cost Recovery Clauses” in Item 8 of the Form 10-K for information regarding the inclusion of certain costs associated with the ongoing ownership and operation of Plant Scherer Unit 3 in Gulf Power’s 2017 environmental cost recovery clause (“ECRC”) rate approved by the Florida PSC on November 2, 2016 and MANAGEMENT’S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - “Other Matters” of Gulf Power in Item 7 and Note 3 to the financial statements of Gulf Power under “Other Matters” in Item 8 of the Form 10-K for information regarding Gulf Power’s petition filed with the Florida PSC requesting permission to recover the investment balances remaining after the retirement of Plant Smith Units 1 and 2.Notes

On ~~April~~May 415, 2017, Gulf Power Company (the ~~Florida~~“Company”) ~~PSC~~entered ~~voted~~into toan ~~approve~~Underwriting Agreement covering the ~~settlement~~issue ~~agreement~~and sale by the Company of $300,000,000 aggregate principal amount of its Series 2017A 3.30% Senior Notes due May 30, 2027 (the “~~Settlement~~Senior ~~Agreement~~Notes”). The ~~among~~Senior ~~Gulf~~Notes ~~Power~~were ~~and~~registered under the ~~Citizens~~Securities Act of ~~Florida~~1933, ~~through~~as amended, pursuant to the ~~Office~~shelf registration statement (Registration No. 333-211416) of the Company.

2Redemption of Preference Stock

~~Public~~On ~~Counsel,~~May ~~subsequently joined by Florida Industrial Power Users Group and Southern Alliance for Clean Energy~~18, ~~intervenors in Gulf Power’s retail base rate case~~2017, ~~with~~the ~~respect~~Company todelivered ~~Gulf~~notice ~~Power’s request~~ to ~~increase~~redeem, ~~retail~~effective ~~rates. Under~~June ~~the~~19, ~~terms~~2017 of (the ~~Settlement~~“Redemption ~~Agreement~~Date”), ~~Gulf~~all ~~Power~~of ~~will,~~the ~~among~~outstanding ~~other~~(i) ~~things~~550,000 ~~adjust~~shares ~~rates effective July 1~~($55,000,000 ~~2017~~aggregate toliquidation ~~provide~~amount) ~~an annual overall net customer impact~~ of ~~approximately~~the ~~$54.3~~Company’s ~~million~~6. ~~The~~000% ~~net~~Series ~~customer~~Preference ~~impact~~Stock ~~consists~~(the ~~of a $62~~“6.0000% ~~million~~Series ~~increase~~Preference inStock”), ~~annual~~(ii) ~~base revenues less an annual credit to be provided to customers through December 2019 through the purchased power capacity cost recovery clause for certain wholesale revenues~~450,000 ~~which~~shares ~~is estimated to be approximately~~ ($~~7.7 million for 2017. Gulf Power also will~~45,000,000 ~~among~~aggregate ~~other~~liquidation ~~things, (1~~amount) ~~continue~~of ~~its~~the ~~current~~Company’s ~~authorized~~Series ~~retail~~2007A ~~ROE range of 9~~6.2545% toPreference ~~11.25%~~Stock ~~with~~(the a“Series ~~midpoint~~2007A ofPreference ~~10.25%; (2~~Stock”) ~~be deemed to have an equity ratio of 52.5% for all retail regulatory purposes;~~ and (3iii) ~~take~~500,000 ashares ~~one-time~~ ($~~32.5~~50,000,000 ~~million~~aggregate ~~write~~liquidation ~~down~~amount) onof the ~~Plant Scherer Unit 3 plant balance to be reflected in retail base rates to resolve the inclusion of Gulf Power~~Company’s ~~investment~~Series in2013A ~~Plant~~5.60% ~~Scherer~~Preference ~~Unit~~Stock 3(the in“Series ~~retail~~2013A ~~rates~~Preference Stock”).

The ~~Settlement~~6.000% ~~Agreement~~Series ~~also~~Preference ~~resolves~~Stock ~~the~~will ~~remaining~~be ~~issues~~redeemed ~~related~~at a price equal to ~~Gulf~~$100 ~~Power’s~~per ~~inclusion~~share, plus an amount equal to the amount of ~~certain~~the ~~costs~~accrued ~~associated~~and ~~with~~unpaid dividends from April 1, 2017 to but excluding the ~~ongoing~~Redemption ~~ownership~~Date. Each of the Series 2007A Preference Stock and ~~operation~~the Series 2013A Preference Stock will be redeemed at a price equal to the greater of ~~Plant~~(i) ~~Scherer~~$100 ~~Unit~~per 3share inor (ii) the ~~ECRC~~sum ~~rate~~of the present values of the liquidation amount and the remaining scheduled dividend payments (excluding amounts accrued and unpaid to the Redemption Date) through the applicable initial par call date (October 1, 2017 with norespect ~~adjustments~~to the Series 2007A Preference Stock and July 1, 2018 with respect to the ~~ECRC~~Series ~~rate~~2013A ~~approved~~Preference byStock), plus, in each case, an amount equal to the ~~Florida~~amount ~~PSC~~of onthe ~~November~~accrued 2and unpaid dividends from April 1, ~~2016~~2017 to but excluding the Redemption Date.

~~The~~- ~~Settlement~~3 Agreement also provides that Gulf Power will begin amortizing the regulatory asset associated with the investment balances remaining after the retirement of Plant Smith Units 1 and 2 over 15 years and will implement new depreciation rates effective January 1, 2018.-

3Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

1.3	Underwriting Agreement relating to the Senior Notes, dated May 15, 2017, among the Company and Barclays Capital Inc., BNP Paribas Securities Corp. and MUFG Securities Americas Inc., as representatives of the underwriters named in Schedule I thereto.

4.2	Twenty-Second Supplemental Indenture to Senior Note Indenture, dated as of May 18, 2017, providing for the issuance of the Senior Notes.

4.9	Form of Senior Note (included in Exhibit 4.2 above).

5.2	Opinion of Troutman Sanders LLP relating to the Senior Notes.

8.1	Tax Opinion of Troutman Sanders LLP relating to the Senior Notes.

12.1	Computation of ratio of earnings to fixed charges.

23.1	Consent of Troutman Sanders LLP (included in Exhibit 5.2 above).

23.2	Consent of Troutman Sanders LLP (included in Exhibit 8.1 above).

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: April 4, 2017	GULF POWER COMPANY
Date: May 18, 2017		GULF POWER COMPANY
	By	/s/~~Melissa~~Susan KD. ~~Caen~~Ritenour
		Melissa K. CaenAssistant Secretary
		Susan D. RitenourSecretary and Treasurer

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