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GAS SOUTHERN Co GAS

Filed: 20 Feb 20, 8:38am
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)
February 20, 2020
 

 
Commission
File Number
 
Registrant,
State of Incorporation,
Address and Telephone Number
 
I.R.S. Employer
Identification No.
 
 1-3526 The Southern Company 58-0690070 
(A Delaware Corporation)
30 Ivan Allen Jr. Boulevard, N.W.
Atlanta, Georgia 30308
(404) 506-5000
 1-3164 Alabama Power Company 63-0004250 
(An Alabama Corporation)
600 North 18th Street
Birmingham, Alabama 35203
(205) 257-1000
 1-6468 Georgia Power Company 58-0257110 
(A Georgia Corporation)
241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia 30308
(404) 506-6526
 001-11229 Mississippi Power Company 64-0205820 
(A Mississippi Corporation)
2992 West Beach Boulevard
Gulfport, Mississippi 39501
(228) 864-1211
 001-37803 Southern Power Company 58-2598670 
(A Delaware Corporation)
30 Ivan Allen Jr. Boulevard, N.W.
Atlanta, Georgia 30308
(404) 506-5000
 1-14174 Southern Company Gas 58-2210952 
(A Georgia Corporation)
Ten Peachtree Place, N.E.
Atlanta, Georgia 30309
(404) 584-4000

The names and addresses of the registrants have not changed since the last report.




This combined Form 8-K is furnished separately by six registrants: The Southern Company, Alabama Power Company, Georgia Power Company, Mississippi Power Company, Southern Power Company and Southern Company Gas. Information contained herein relating to each registrant is furnished by each registrant solely on its own behalf. Each registrant makes no representation as to information relating to the other registrants.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants 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))

Securities registered pursuant to Section 12(b) of the Act:

RegistrantTitle of each class
Trading
Symbol(s)
Name of each exchange
on which registered
The Southern CompanyCommon Stock, par value $5 per shareSONew York Stock Exchange
The Southern Company
Series 2015A 6.25% Junior
Subordinated Notes due 2075
SOJANew York Stock Exchange
The Southern Company
Series 2016A 5.25% Junior
Subordinated Notes due 2076
SOJBNew York Stock Exchange
The Southern Company
Series 2017B 5.25% Junior
Subordinated Notes due 2077
SOJCNew York Stock Exchange
The Southern Company2019 Series A Corporate UnitsSOLNNew York Stock Exchange
The Southern CompanySeries 2020A 4.95% Junior Subordinated Notes due 2080SOJDNew York Stock Exchange
Alabama Power Company5.00% Series Class A Preferred StockALP PR QNew York Stock Exchange
Georgia Power Company
Series 2017A 5.00% Junior
Subordinated Notes due 2077
GPJANew York Stock Exchange
Southern Power CompanySeries 2016A 1.000% Senior Notes due 2022SO/22BNew York Stock Exchange
Southern Power CompanySeries 2016B 1.850% Senior Notes due 2026SO/26ANew York Stock Exchange

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). (Response applicable to each registrant)
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 2.02Results of Operations and Financial Condition
The information in this Current Report on Form 8-K, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, such information, including the exhibits attached hereto, shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
On February 20, 2020, The Southern Company (“Southern Company”) issued a press release regarding its earnings for the three-month and twelve-month periods ended December 31, 2019. A copy of this release is being furnished as Exhibit 99.01 to this Current Report on Form 8-K. In addition, certain additional information regarding the financial results for the three-month and twelve-month periods ended December 31, 2019 is being furnished as Exhibits 99.02 through 99.07 to this Current Report on Form 8-K.
Item 7.01Regulation FD Disclosure
Concurrently with the filing of this Form 8-K Southern Company is posting to its investor relations website an earnings presentation containing earnings guidance for 2020 (page 11).
Use of Non-GAAP Financial Measures
Exhibits 99.01, 99.02, 99.03 and 99.04 to this Current Report on Form 8-K include earnings and earnings per share in accordance with generally accepted accounting principles (“GAAP”) for the three-month and twelve-month periods ended December 31, 2019 and 2018. These exhibits also include earnings and earnings per share (1) for the three-month and twelve-month periods ended December 31, 2019 and 2018, excluding (a) acquisition, disposition and integration impacts, including related impairment charges, (b) charges, associated legal expenses, and tax impacts related to plants under construction, and (c) earnings from the Wholesale Gas Services business; (2) for the three-month and

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twelve-month periods ended December 31, 2019, excluding impairment charges associated with a natural gas storage facility and a leveraged lease investment; (3) for the twelve-month period ended December 31, 2018, excluding settlement proceeds of Mississippi Power Company’s claim for lost revenue resulting from the 2010 Deepwater Horizon oil spill in the Gulf of Mexico; and (4) for the three-month and twelve-month periods ended December 31, 2018, excluding additional net tax benefits as a result of implementing federal tax reform legislation. The attached exhibits include additional information regarding these excluded items, as well as reconciliations of each non-GAAP financial measure to the most comparable financial measure under GAAP. Southern Company believes the presentation of earnings and earnings per share, excluding these items, is useful to investors because it provides investors with additional information to evaluate the performance of Southern Company’s ongoing business activities.  Southern Company management also uses earnings and earnings per share, excluding the effect of these items, to evaluate the performance of Southern Company’s ongoing business activities.  The presentation of this additional information is not meant to be considered a substitute for financial measures prepared in accordance with GAAP.
Exhibits
The exhibits hereto contain business segment information for Alabama Power Company, Georgia Power Company, Mississippi Power Company, Southern Power Company and Southern Company Gas. Accordingly, this report is also being furnished on behalf of each such registrant.
The following exhibits relate to the three-month and twelve-month periods ended December 31, 2019:

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 Exhibit 99.01
 Exhibit 99.02
 Exhibit 99.03
 Exhibit 99.04
 Exhibit 99.05
 Exhibit 99.06
 Exhibit 99.07
 Exhibit 104Cover Page Interactive Data File – The cover page iXBRL tags are embedded within the inline XBRL document.


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SIGNATURES

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

Date:   February 20, 2020
THE SOUTHERN COMPANY

 By/s/Ann P. Daiss
  
Ann P. Daiss
Comptroller
   
 
ALABAMA POWER COMPANY
GEORGIA POWER COMPANY
MISSISSIPPI POWER COMPANY
SOUTHERN POWER COMPANY
SOUTHERN COMPANY GAS


 By/s/Melissa K. Caen
  
Melissa K. Caen
Assistant Secretary


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