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 2015A 6.25% Junior Subordinated Notes due 2075
iSOJA
iNew
York Stock Exchange
The Southern Company
iSeries 2016A 5.25% Junior Subordinated Notes due 2076
iSOJB
iNew
York Stock Exchange
The Southern Company
iSeries 2017B 5.25% Junior Subordinated Notes due 2077
iSOJC
iNew
York Stock Exchange
The Southern Company
i2019 Series A Corporate Units
iSOLN
iNew
York Stock Exchange
Alabama Power Company
i5.00% Series Class A Preferred Stock
iALP PR Q
iNew
York Stock Exchange
Georgia Power Company
iSeries 2017A 5.00% Junior Subordinated Notes due 2077
iGPJA
iNew
York Stock Exchange
Southern Power Company
iSeries 2016A 1.000% Senior Notes due 2022
iSO/22B
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 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. ☐
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 October 30, 2019, The Southern Company (“Southern Company”) issued a press release regarding its earnings for the three-month and nine-month periods ended September 30, 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 nine-month periods ended September 30, 2019 is being furnished as Exhibits 99.02 through 99.07 to this Current Report on Form 8-K.
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 nine-month periods ended September 30, 2019 and 2018. These exhibits also include earnings and earnings per share (1) for the three-month and nine-month periods ended September
30, 2019 and 2018, excluding (a) acquisition, disposition and integration impacts, (b) charges related to plants under construction, and (c) earnings from the Wholesale Gas Services business of Southern Company Gas, (2) for the three-month and nine-month periods ended September 30, 2019, excluding an impairment charge associated with Southern Company Gas’ natural gas storage facility in Louisiana, and (3) for the nine-month period ended September 30, 2018, excluding (a) 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 (b) additional net tax benefits as a result of implementing federal tax reform
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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 nine-month periods ended September 30, 2019:
Cover 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.