SEC Info - Southern Co., et al. - ‘8-K’ for 2/15/24

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Southern Co., et al. – ‘8-K’ for 2/15/24

On: Thursday, 2/15/24, at 8:16am ET · For: 2/15/24 · Accession #: 92122-24-11 · File #s: 1-03164, 1-03526, 1-06468, 1-11229, 1-14174, 1-37803

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/15/24  Southern Co.                      8-K:2       2/15/24   18:770K
          Georgia Power Co.
          Southern Power Co.
          Southern Co. Gas
          Alabama Power Co.
          Mississippi Power Co.

Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     68K 
 2: EX-99.01    Miscellaneous Exhibit                               HTML     42K 
 3: EX-99.02    Miscellaneous Exhibit                               HTML     69K 
 4: EX-99.03    Miscellaneous Exhibit                               HTML     56K 
 5: EX-99.04    Miscellaneous Exhibit                               HTML     37K 
 6: EX-99.05    Miscellaneous Exhibit                               HTML     89K 
 7: EX-99.06    Miscellaneous Exhibit                               HTML     49K 
 8: EX-99.07    Miscellaneous Exhibit                               HTML     69K 
13: R1          Cover Page Document                                 HTML     91K 
15: XML         IDEA XML File -- Filing Summary                      XML     14K 
18: XML         XBRL Instance -- so-20240215_htm                     XML     58K 
14: EXCEL       IDEA Workbook of Financial Report Info              XLSX     10K 
10: EX-101.DEF  XBRL Definitions -- so-20240215_def                  XML     56K 
11: EX-101.LAB  XBRL Labels -- so-20240215_lab                       XML    126K 
12: EX-101.PRE  XBRL Presentations -- so-20240215_pre                XML     57K 
 9: EX-101.SCH  XBRL Schema -- so-20240215                           XSD     20K 
16: JSON        XBRL Instance as JSON Data -- MetaLinks               18±    28K 
17: ZIP         XBRL Zipped Folder -- 0000092122-24-000011-xbrl      Zip     56K

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX:

so-20240215

i 0000092122 i 0000003153 i 0000041091 i 0000066904 i 0001160661 i 0001004155 i FALSE00000921222024-02-152024-02-150000092122so:AlabamaPowerMember2024-02-152024-02-150000092122so:GeorgiaPowerMember2024-02-152024-02-150000092122so:MississippiPowerMember2024-02-152024-02-150000092122so:SouthernPowerMember2024-02-152024-02-150000092122so:SouthernCompanyGasMember2024-02-152024-02-150000092122us-gaap:CommonStockMember2024-02-152024-02-150000092122so:Series2017B5.25JuniorSubordinatedNotesDue2077Member2024-02-152024-02-150000092122so:Series2020A4.95JuniorSubordinatedNotesDue2080Member2024-02-152024-02-150000092122so:Series2020C420JuniorSubordinatedNotesDue2060Member2024-02-152024-02-150000092122so:Series2021B1875FixedToFixedResetRateJuniorSubordinatedNotesDue2081Member2024-02-152024-02-150000092122so:GeorgiaPowerMemberso:Series2017A500JuniorSubordinatedNotesDue2077Member2024-02-152024-02-150000092122so:Series2016B1.850SeniorNotesDue2026Memberso:SouthernPowerMember2024-02-152024-02-15

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


			Date of Report (Date of earliest event reported)			i February 15, 2024

Commission
File Number

Registrant,
State of Incorporation,
Address and Telephone Number

I.R.S. Employer
Identification No.

i 1-3526

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

i 1-3164

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

i 1-6468

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

i 001-11229

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

i 001-37803

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

i 1-14174

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:


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	i Common Stock, par value $5 per share	i SO	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 Series 2020A 4.95% Junior Subordinated Notes due 2080	i SOJD	i New York Stock Exchange
The Southern Company	i Series 2020C 4.20% Junior Subordinated Notes due 2060	i SOJE	i New York Stock Exchange
The Southern Company	i Series 2021B 1.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2081	i SO 81	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 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 i i i i 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 February 15, 2024, The Southern Company (“Southern Company”) issued a press release regarding its earnings for the three-month and twelve-month periods ended December 31, 2023. 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, 2023 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 twelve-month periods ended December 31, 2023 and 2022. These exhibits also include earnings and earnings per share (1) for the three-month and twelve-month periods ended December 31, 2023 and 2022, excluding (a) charges and credits (net of salvage proceeds), associated legal expenses (net of insurance recoveries), and tax impacts related to plants under construction and (b) acquisition and disposition impacts, (2) for the twelve-month period ended December 31, 2023, excluding costs related to the extinguishment of debt at Southern Company, (3) for the three-month and twelve month periods ended December 31, 2023, excluding charges related to disallowances at Northern Illinois Gas Company, and (4) for the three-month and twelve-month periods ended December 31, 2022, excluding impairment charges associated with goodwill. 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, 2023:


			Exhibit 99.01			Press Release.
			Exhibit 99.02			Financial Highlights.
			Exhibit 99.03			Significant Factors Impacting EPS.
			Exhibit 99.04			EPS Earnings Analysis.
			Exhibit 99.05			Consolidated Earnings.
			Exhibit 99.06			Kilowatt-Hour Sales and Customers.
			Exhibit 99.07			Financial Overview.
			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.


Date: February 15, 2024	THE SOUTHERN COMPANY
	By	/s/*David P. Poroch*
		David P. Poroch 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

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

Filed on / For Period end:	2/15/24	10-K
	12/31/23	10-K
	12/31/22	10-K, 11-K, 4, ARS, SD
		List all Filings

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Filing Submission 0000092122-24-000011 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Southern Co., et al. – ‘8-K’ for 2/15/24

On: Thursday, 2/15/24, at 8:16am ET · For: 2/15/24 · Accession #: 92122-24-11 · File #s: 1-03164, 1-03526, 1-06468, 1-11229, 1-14174, 1-37803

Previous ‘8-K’: ‘8-K/A’ on 2/6/24 for 10/16/23 · Next: ‘8-K’ on 2/28/24 for 2/26/24 · Latest: ‘8-K’ on / for 5/2/24

Current Report — Form 8-KFiling Table of Contents

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K

Filing Table of Contents