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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)
April 30, 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:

Registrant
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
The Southern Company
Common Stock, par value $5 per share
SO
New York Stock Exchange
The Southern Company
Series 2015A 6.25% Junior
Subordinated Notes due 2075
SOJA
New York Stock Exchange
The Southern Company
Series 2016A 5.25% Junior
Subordinated Notes due 2076
SOJB
New York Stock Exchange
The Southern Company
Series 2017B 5.25% Junior
Subordinated Notes due 2077
SOJC
New York Stock Exchange
The Southern Company
2019 Series A Corporate Units
SOLN
New York Stock Exchange
The Southern Company
Series 2020A 4.95% Junior Subordinated Notes due 2080
SOJD
New York Stock Exchange
Alabama Power Company
5.00% Series Class A Preferred Stock
ALP PR Q
New York Stock Exchange
Georgia Power Company
Series 2017A 5.00% Junior
Subordinated Notes due 2077
GPJA
New York Stock Exchange
Southern Power Company
Series 2016A 1.000% Senior Notes due 2022
SO/22B
New York Stock Exchange
Southern Power Company
Series 2016B 1.850% Senior Notes due 2026
SO/26A
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  ☐
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 April 30, 2020, The Southern Company (“Southern Company”) issued a press release regarding its earnings for the three months ended March 31, 2020. 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 months ended March 31, 2020 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 periods ended March 31, 2020 and 2019. These exhibits also include earnings and earnings per share for the three-month periods ended March 31, 2020 and 2019, excluding (a) acquisition and disposition impacts, (b) charges, associated legal expenses, and tax impacts related to plants under construction, and (c) earnings from the Wholesale Gas Services business. 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,

1


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 months ended March 31, 2020:
 
Exhibit 99.01
 
Exhibit 99.02
 
Exhibit 99.03
 
Exhibit 99.04
 
Exhibit 99.05
 
Exhibit 99.06
 
Exhibit 99.07
 
Exhibit 104
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.

Date:   April 30, 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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