Date of Report (Date of earliest event reported) | |||
Commission File Number | Registrant, State of Incorporation, Address and Telephone Number | I.R.S. Employer Identification No. | ||||
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)) | |
Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
The Southern Company | |||
The Southern Company | Subordinated Notes due 2075 | ||
The Southern Company | Subordinated Notes due 2076 | ||
The Southern Company | Subordinated Notes due 2077 | ||
The Southern Company | |||
The Southern Company | |||
Alabama Power Company | |||
Georgia Power Company | Subordinated Notes due 2077 | ||
Southern Power Company | |||
Southern Power Company | |||
Item 2.02 | Results of Operations and Financial Condition |
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. | |
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 | ||
Exhibit 99.01 | ||
![]() | ||
News | ||
Media Contact: | Southern Company Media Relations | |
404-506-5333 or 1-866-506-5333 | ||
www.southerncompany.com | ||
Investor Relations Contact: | ||
Scott Gammill | ||
404-506-0901 | ||
April 30, 2020 | ||
Non-GAAP Financial Measures | Three Months Ended March | ||
Net Income - Excluding Items (in millions) | 2020 | 2019 | |
Net Income - As Reported | $868 | $2,084 | |
Less: | |||
Acquisition and Disposition Impacts | 38 | 2,499 | |
Tax Impact | (16) | (1,189) | |
Estimated Loss on Plants Under Construction | (3) | (4) | |
Tax Impact | 1 | 1 | |
Wholesale Gas Services | 31 | 63 | |
Tax Impact | (8) | (16) | |
Net Income - Excluding Items | $825 | $730 | |
Average Shares Outstanding - (in millions) | 1,057 | 1,038 | |
Basic Earnings Per Share - Excluding Items | $0.78 | $0.70 | |
Exhibit 99.02 | |||||||
Page 1 | |||||||
Southern Company | |||||||
Financial Highlights | |||||||
(In Millions of Dollars Except Earnings Per Share) | |||||||
Three Months Ended March | |||||||
Net Income–As Reported (See Notes) | 2020 | 2019 | |||||
Traditional Electric Operating Companies | $ | 642 | $ | 565 | |||
Southern Power | 75 | 56 | |||||
Southern Company Gas | 275 | 270 | |||||
Total | 992 | 891 | |||||
Parent Company and Other | (124 | ) | 1,193 | ||||
Net Income–As Reported | $ | 868 | $ | 2,084 | |||
Basic Earnings Per Share1 | $ | 0.82 | $ | 2.01 | |||
Average Shares Outstanding (in millions) | 1,057 | 1,038 | |||||
End of Period Shares Outstanding (in millions) | 1,056 | 1,040 | |||||
Non-GAAP Financial Measures | Three Months Ended March | ||||||
Net Income–Excluding Items (See Notes) | 2020 | 2019 | |||||
Net Income–As Reported | $ | 868 | $ | 2,084 | |||
Less: | |||||||
Acquisition and Disposition Impacts2 | 38 | 2,499 | |||||
Tax Impact | (16 | ) | (1,189 | ) | |||
Estimated Loss on Plants Under Construction3 | (3 | ) | (4 | ) | |||
Tax Impact | 1 | 1 | |||||
Wholesale Gas Services4 | 31 | 63 | |||||
Tax Impact | (8 | ) | (16 | ) | |||
Net Income–Excluding Items | $ | 825 | $ | 730 | |||
Basic Earnings Per Share–Excluding Items | $ | 0.78 | $ | 0.70 | |||
-See Notes on the following page. | |||||||
Exhibit 99.02 | |||||||||
Page 2 | |||||||||
Southern Company | |||||||||
Financial Highlights | |||||||||
Notes | |||||||||
(1) | For the three months ended March 31, 2020 and 2019, dilution does not change basic earnings per share by more than $0.02 and is not material. | ||||||||
(2) | Acquisition and disposition impacts included in earnings for the three months ended March 31, 2020 primarily include a $39 million pre-tax gain ($23 million after-tax) on the sale of Plant Mankato and for the three months ended March 31, 2019 primarily include a preliminary $2.5 billion pre-tax gain ($1.3 billion after tax) on the sale of Gulf Power Company. | ||||||||
(3) | Earnings for the three months ended March 31, 2020 and 2019 include charges, associated legal expenses, and tax impacts related to Mississippi Power Company's integrated coal gasification combined cycle facility project in Kemper County, Mississippi. Mississippi Power Company expects to substantially complete mine reclamation activities in 2020 and dismantlement of the abandoned gasifier-related assets and site restoration activities in 2024. The additional pre-tax period and closure costs associated with these activities, including related costs for compliance and safety, asset retirement obligation accretion, and property taxes, are estimated to total up to $27 million for the remainder of 2020, $15 million to $17 million annually in 2021 through 2023, and $5 million in 2024. | ||||||||
(4) | Earnings for the three months ended March 31, 2020 and 2019 include Wholesale Gas Services business results. Presenting earnings and earnings per share excluding Wholesale Gas Services provides an additional measure of operating performance that excludes the volatility resulting from mark-to-market and lower of weighted average cost or current market price accounting adjustments. | ||||||||
Exhibit 99.03 | |||||||||||
Page 1 | |||||||||||
Southern Company | |||||||||||
Significant Factors Impacting EPS | |||||||||||
Three Months Ended March | |||||||||||
2020 | 2019 | Change | |||||||||
Earnings Per Share– | |||||||||||
As Reported1 (See Notes) | $ | 0.82 | $ | 2.01 | $ | (1.19 | ) | ||||
Significant Factors: | |||||||||||
Traditional Electric Operating Companies | $ | 0.07 | |||||||||
Southern Power | 0.02 | ||||||||||
Southern Company Gas | — | ||||||||||
Parent Company and Other | (1.27 | ) | |||||||||
Increase in Shares | (0.01 | ) | |||||||||
Total–As Reported | $ | (1.19 | ) | ||||||||
Three Months Ended March | |||||||||||
Non-GAAP Financial Measures | 2020 | 2019 | Change | ||||||||
Earnings Per Share– | |||||||||||
Excluding Items (See Notes) | $ | 0.78 | $ | 0.70 | $ | 0.08 | |||||
Total–As Reported | $ | (1.19 | ) | ||||||||
Less: | |||||||||||
Acquisition and Disposition Impacts2 | (1.24 | ) | |||||||||
Estimated Loss on Plants Under Construction3 | — | ||||||||||
Wholesale Gas Services4 | (0.03 | ) | |||||||||
Total–Excluding Items | $ | 0.08 | |||||||||
- See Notes on the following page. | |||||||||||
Exhibit 99.03 | |||||||||
Page 2 | |||||||||
Southern Company | |||||||||
Significant Factors Impacting EPS | |||||||||
Notes | |||||||||
(1) | For the three months ended March 31, 2020 and 2019, dilution does not change basic earnings per share by more than $0.02 and is not material. | ||||||||
(2) | Acquisition and disposition impacts included in earnings for the three months ended March 31, 2020 primarily include a $39 million pre-tax gain ($23 million after-tax) on the sale of Plant Mankato and for the three months ended March 31, 2019 primarily include a preliminary $2.5 billion pre-tax gain ($1.3 billion after tax) on the sale of Gulf Power Company. | ||||||||
(3) | Earnings for the three months ended March 31, 2020 and 2019 include charges, associated legal expenses, and tax impacts related to Mississippi Power Company's integrated coal gasification combined cycle facility project in Kemper County, Mississippi. Mississippi Power Company expects to substantially complete mine reclamation activities in 2020 and dismantlement of the abandoned gasifier-related assets and site restoration activities in 2024. The additional pre-tax period and closure costs associated with these activities, including related costs for compliance and safety, asset retirement obligation accretion, and property taxes, are estimated to total up to $27 million for the remainder of 2020, $15 million to $17 million annually in 2021 through 2023, and $5 million in 2024. | ||||||||
(4) | Earnings for the three months ended March 31, 2020 and 2019 include Wholesale Gas Services business results. Presenting earnings and earnings per share excluding Wholesale Gas Services provides an additional measure of operating performance that excludes the volatility resulting from mark-to-market and lower of weighted average cost or current market price accounting adjustments. | ||||||||
Exhibit 99.04 | |
Page 1 | |
Southern Company | |
EPS Earnings Analysis | |
Description | Three Months Ended March 2020 vs. 2019 |
Retail Sales | $0.01 |
Retail Revenue Impacts | 0.10 |
Weather | (0.02) |
Other Operating Revenues | (0.01) |
Non-Fuel O&M | 0.01 |
Depreciation and Amortization, Interest Expense, Other | (0.07) |
Income Taxes | 0.05 |
Total Traditional Electric Operating Companies | $0.07 |
Southern Power | — |
Southern Company Gas | 0.03 |
Parent and Other | (0.01) |
Increase in Shares | (0.01) |
Total Change in EPS (Excluding Items) | $0.08 |
Acquisition and Disposition Impacts1 | (1.24) |
Estimated Loss on Plants Under Construction2 | — |
Wholesale Gas Services3 | (0.03) |
Total Change in EPS (As Reported) | $(1.19) |
- See Notes on the following page. | |
Exhibit 99.04 | |||||||||
Page 2 | |||||||||
Southern Company | |||||||||
EPS Earnings Analysis | |||||||||
Three Months Ended March 2020 vs. March 2019 | |||||||||
Notes | |||||||||
(1) | Acquisition and disposition impacts included in earnings for the three months ended March 31, 2020 primarily include a $39 million pre-tax gain ($23 million after-tax) on the sale of Plant Mankato and for the three months ended March 31, 2019 primarily include a preliminary $2.5 billion pre-tax gain ($1.3 billion after tax) on the sale of Gulf Power Company. | ||||||||
(2) | Earnings for the three months ended March 31, 2020 and 2019 include charges, associated legal expenses, and tax impacts related to Mississippi Power Company's integrated coal gasification combined cycle facility project in Kemper County, Mississippi. Mississippi Power Company expects to substantially complete mine reclamation activities in 2020 and dismantlement of the abandoned gasifier-related assets and site restoration activities in 2024. The additional pre-tax period and closure costs associated with these activities, including related costs for compliance and safety, asset retirement obligation accretion, and property taxes, are estimated to total up to $27 million for the remainder of 2020, $15 million to $17 million annually in 2021 through 2023, and $5 million in 2024. | ||||||||
(3) | Earnings for the three months ended March 31, 2020 and 2019 include Wholesale Gas Services business results. Presenting earnings and earnings per share excluding Wholesale Gas Services provides an additional measure of operating performance that excludes the volatility resulting from mark-to-market and lower of weighted average cost or current market price accounting adjustments. | ||||||||
Exhibit 99.05 | |||||||||||
Southern Company | |||||||||||
Consolidated Earnings | |||||||||||
As Reported | |||||||||||
(In Millions of Dollars) | |||||||||||
Three Months Ended March | |||||||||||
2020 | 2019 | Change | |||||||||
Income Account- | |||||||||||
Retail Electric Revenues- | |||||||||||
Fuel | $ | 677 | $ | 804 | $ | (127 | ) | ||||
Non-Fuel | 2,401 | 2,280 | 121 | ||||||||
Wholesale Electric Revenues | 418 | 499 | (81 | ) | |||||||
Other Electric Revenues | 151 | 168 | (17 | ) | |||||||
Natural Gas Revenues | 1,249 | 1,474 | (225 | ) | |||||||
Other Revenues | 122 | 187 | (65 | ) | |||||||
Total Revenues | 5,018 | 5,412 | (394 | ) | |||||||
Fuel and Purchased Power | 817 | 1,020 | (203 | ) | |||||||
Cost of Natural Gas | 439 | 686 | (247 | ) | |||||||
Cost of Other Sales | 55 | 118 | (63 | ) | |||||||
Non-Fuel O & M | 1,296 | 1,314 | (18 | ) | |||||||
Depreciation and Amortization | 857 | 751 | 106 | ||||||||
Taxes Other Than Income Taxes | 330 | 329 | 1 | ||||||||
(Gain) Loss on Dispositions, net | (39 | ) | (2,497 | ) | 2,458 | ||||||
Total Operating Expenses | 3,755 | 1,721 | 2,034 | ||||||||
Operating Income | 1,263 | 3,691 | (2,428 | ) | |||||||
Allowance for Equity Funds Used During Construction | 34 | 32 | 2 | ||||||||
Earnings from Equity Method Investments | 42 | 48 | (6 | ) | |||||||
Interest Expense, Net of Amounts Capitalized | 456 | 430 | 26 | ||||||||
Other Income (Expense), net | 103 | 78 | 25 | ||||||||
Income Taxes | 145 | 1,360 | (1,215 | ) | |||||||
Net Income | 841 | 2,059 | (1,218 | ) | |||||||
Less: | |||||||||||
Dividends on Preferred Stock of Subsidiaries | 4 | 4 | — | ||||||||
Net Loss Attributable to Noncontrolling Interests | (31 | ) | (29 | ) | (2 | ) | |||||
NET INCOME ATTRIBUTABLE TO SOUTHERN COMPANY | $ | 868 | $ | 2,084 | $ | (1,216 | ) | ||||
Notes | |||||||||||
- Certain prior year data may have been reclassified to conform with current year presentation. | |||||||||||
Exhibit 99.06 | |||||||||||
Southern Company | |||||||||||
Kilowatt-Hour Sales and Customers | |||||||||||
(In Millions of KWHs) | |||||||||||
Three Months Ended March | |||||||||||
2020 | 2019 | Change | Weather Adjusted Change | ||||||||
Kilowatt-Hour Sales- | |||||||||||
Total Sales | 44,263 | 45,167 | (2.0 | )% | |||||||
Total Retail Sales- | 34,045 | 34,365 | (0.9 | )% | 0.1 | % | |||||
Residential | 10,866 | 10,902 | (0.3 | )% | 3.1 | % | |||||
Commercial | 10,939 | 10,986 | (0.4 | )% | (0.7 | )% | |||||
Industrial | 12,066 | 12,289 | (1.8 | )% | (1.8 | )% | |||||
Other | 174 | 188 | (7.6 | )% | (7.3 | )% | |||||
Total Wholesale Sales | 10,218 | 10,802 | (5.4 | )% | N/A | ||||||
(In Thousands of Customers) | |||||||||||
Period Ended March | |||||||||||
2020 | 2019 | Change | |||||||||
Regulated Utility Customers- | |||||||||||
Total Utility Customers- | 8,578 | 8,510 | 0.8% | ||||||||
Total Traditional Electric | 4,280 | 4,234 | 1.1% | ||||||||
Southern Company Gas | 4,298 | 4,276 | 0.5% | ||||||||
Exhibit 99.07 | |||||||||||
Southern Company | |||||||||||
Financial Overview | |||||||||||
As Reported | |||||||||||
(In Millions of Dollars) | |||||||||||
Three Months Ended March | |||||||||||
2020 | 2019 | % Change | |||||||||
Southern Company1, 2 – | |||||||||||
Operating Revenues | $ | 5,018 | $ | 5,412 | (7.3 | )% | |||||
Earnings Before Income Taxes | 986 | 3,419 | (71.2 | )% | |||||||
Net Income Available to Common | 868 | 2,084 | (58.3 | )% | |||||||
Alabama Power – | |||||||||||
Operating Revenues | $ | 1,351 | $ | 1,408 | (4.0 | )% | |||||
Earnings Before Income Taxes | 368 | 283 | 30.0 | % | |||||||
Net Income Available to Common | 280 | 217 | 29.0 | % | |||||||
Georgia Power – | |||||||||||
Operating Revenues | $ | 1,825 | $ | 1,833 | (0.4 | )% | |||||
Earnings Before Income Taxes | 347 | 392 | (11.5 | )% | |||||||
Net Income Available to Common | 331 | 311 | 6.4 | % | |||||||
Mississippi Power – | |||||||||||
Operating Revenues | $ | 277 | $ | 287 | (3.5 | )% | |||||
Earnings Before Income Taxes | 38 | 44 | (13.6 | )% | |||||||
Net Income Available to Common | 32 | 37 | (13.5 | )% | |||||||
Southern Power2 – | |||||||||||
Operating Revenues | $ | 375 | $ | 443 | (15.3 | )% | |||||
Earnings Before Income Taxes | 51 | 18 | 183.3 | % | |||||||
Net Income Available to Common | 75 | 56 | 33.9 | % | |||||||
Southern Company Gas – | |||||||||||
Operating Revenues | $ | 1,249 | $ | 1,474 | (15.3 | )% | |||||
Earnings Before Income Taxes | 354 | 347 | 2.0 | % | |||||||
Net Income Available to Common | 275 | 270 | 1.9 | % | |||||||
Notes | |||||||||||
- See Financial Highlights pages for discussion of certain significant items occurring during the periods presented. | |||||||||||
(1) | Earnings comparisons to the prior year were significantly impacted by the preliminary gain associated with the sale of Gulf Power Company on January 1, 2019. | ||||||||||
(2) | Earnings and revenue comparisons to the prior year were significantly impacted by Southern Power Company's dispositions of Plant Nacogdoches on June 13, 2019 and Plant Mankato on January 17, 2020. | ||||||||||