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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Date of Report (Date of earliest event reported) | | |
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| Commission File
Number | | Registrant, State of Incorporation, Address and Telephone Number | | I.R.S. Employer Identification No. | |
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| | | i The
Southern Company | | i 58-0690070 | |
(A i Delaware
Corporation)
i 30 Ivan Allen Jr. Boulevard, N.W.
i Atlanta, i Georgia
i 30308
( i 404) i 506-5000
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| | | i Alabama
Power Company | | i 63-0004250 | |
(An i Alabama
Corporation)
i 600 North 18th Street
i Birmingham, i Alabama
i 35203
( i 205) i 257-1000
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| | | i Georgia
Power Company | | i 58-0257110 | |
(A i Georgia
Corporation)
i 241 Ralph McGill Boulevard, N.E.
i Atlanta, i Georgia
i 30308
( i 404) i 506-6526
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| | | i Mississippi
Power Company | | i 64-0205820 | |
(A i Mississippi
Corporation)
i 2992 West Beach Boulevard
i Gulfport, i Mississippi
i 39501
( i 228) i 864-1211
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| | | i Southern
Power Company | | i 58-2598670 | |
(A i Delaware
Corporation)
i 30 Ivan Allen Jr. Boulevard, N.W.
i Atlanta, i Georgia
i 30308
( i 404) i 506-5000
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| | | | | | |
| | | i Southern
Company Gas | | i 58-2210952 | |
(A i Georgia
Corporation)
i Ten Peachtree Place, N.E.
i Atlanta, i Georgia
i 30309
( i 404) i 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:
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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:
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Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
The
Southern Company | i Common Stock, par value $5 per share | i SO | i New
York Stock Exchange |
The Southern Company | i Series 2015A 6.25% Junior
Subordinated Notes due 2075 | i SOJA | i New
York Stock Exchange |
The Southern Company | i Series 2016A 5.25% Junior
Subordinated Notes due 2076 | i SOJB | i New
York Stock Exchange |
The Southern Company | i Series 2017B 5.25% Junior
Subordinated Notes due 2077 | i SOJC | i New
York Stock Exchange |
The Southern Company | i 2019 Series A Corporate Units | i SOLN | i New
York Stock Exchange |
The Southern Company | i Series 2020A 4.95% Junior Subordinated Notes due 2080 | i SOJD | i New
York Stock Exchange |
Alabama Power Company | i 5.00% Series Class A Preferred Stock | i ALP PR Q | i New
York Stock Exchange |
Georgia Power Company | i Series 2017A 5.00% Junior
Subordinated Notes due 2077 | i GPJA | i New
York Stock Exchange |
Southern Power Company | i Series 2016A 1.000% Senior Notes due 2022 | i SO/22B | i New
York Stock Exchange |
Southern Power Company | i Series 2016B 1.850% Senior Notes due 2026 | i SO/26A | i New
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 i ☐
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 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 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. |
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Item 7.01 | Regulation 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
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 104 | Cover Page Interactive Data File – The cover page iXBRL tags are embedded within the inline XBRL document. |
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.
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| THE SOUTHERN COMPANY
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| By | |
| | Comptroller |
| | |
| ALABAMA POWER COMPANY GEORGIA POWER COMPANY MISSISSIPPI POWER COMPANY SOUTHERN POWER COMPANY SOUTHERN COMPANY GAS
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| By | |
| | Assistant Secretary |
