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2: EX-99 Miscellaneous Exhibit HTML 258K
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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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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:
Registrant
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
The Southern Company
iCommon
Stock, par value $5 per share
iSO
iNew York Stock Exchange
The Southern Company
iSeries
2017B 5.25% Junior Subordinated Notes due 2077
iSOJC
iNew York Stock Exchange
The Southern Company
iSeries
2020A 4.95% Junior Subordinated Notes due 2080
iSOJD
iNew York Stock Exchange
The Southern Company
iSeries
2020C 4.20% Junior Subordinated Notes due 2060
iSeries
2017A 5.00% Junior Subordinated Notes due 2077
iGPJA
iNew York Stock Exchange
Southern Power Company
iSeries
2016B 1.850% Senior Notes due 2026
iSO/26A
iNew 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 iiiiii☐/////
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 2.02
Results 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 May 2, 2024, The Southern Company (“Southern Company”) issued a press release regarding its earnings for the three-month period ended March 31, 2024, including certain additional information regarding the financial results for such period. A copy of this release is being
furnished as Exhibit 99 to this Current Report on Form 8-K.
Use of Non-GAAP Financial Measures
Exhibit 99 to this Current Report on Form 8-K includes earnings and earnings per share in accordance with generally accepted accounting principles (“GAAP”) for the three-month periods ended March 31, 2024 and 2023. The exhibit also includes earnings and earnings per share (1) for the three-month periods ended March 31, 2024 and 2023, excluding charges (net of salvage proceeds), associated legal expenses (net of insurance recoveries),
and tax impacts related to plants under construction and (2) for the three-month period ended March 31, 2023, excluding costs associated with the extinguishment of debt at Southern Company. The attached exhibit includes 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
Exhibit 99 contains 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.
Cover Page Interactive Data File – The cover page iXBRL tags are embedded within the inline XBRL document.
2
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.
