8-K
SOUTHERN CO (SO)
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 27, 2023 | |||||
|---|---|---|---|---|---|---|
| Commission<br>File Number | Registrant,<br>State of Incorporation,<br>Address and Telephone Number | I.R.S. Employer<br>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<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|---|
| The Southern Company | Common Stock, par value $5 per share | SO | New York Stock Exchange |
| The Southern Company | Series 2017B 5.25% Junior Subordinated Notes due 2077 | SOJC | New York Stock Exchange |
| The Southern Company | Series 2020A 4.95% Junior Subordinated Notes due 2080 | SOJD | New York Stock Exchange |
| The Southern Company | Series 2020C 4.20% Junior Subordinated Notes due 2060 | SOJE | New York Stock Exchange |
| The Southern Company | Series 2021B 1.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2081 | SO 81 | 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 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 27, 2023, The Southern Company (“Southern Company”) issued a press release regarding its earnings for the three months ended March 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 months ended March 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 months ended March 31, 2023 and 2022. These exhibits also include earnings and earnings per share (1) for the three months ended March 31, 2023 and 2022, excluding charges and credits (net of salvage proceeds), associated legal expenses (net of insurance recoveries), and tax impacts related to plants under construction and (2) for the three months ended March 31, 2023, excluding costs related to the extinguishment of debt at Southern Company. 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 months ended March 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: April 27, 2023 | THE SOUTHERN COMPANY | |
|---|---|---|
| By | /s/David P. Poroch | |
| David P. Poroch<br>Comptroller | ||
| ALABAMA POWER COMPANY<br>GEORGIA POWER COMPANY<br>MISSISSIPPI POWER COMPANY<br>SOUTHERN POWER COMPANY<br>SOUTHERN COMPANY GAS | ||
| By | /s/Melissa K. Caen | |
| Melissa K. Caen<br>Assistant Secretary |
3
Document
| 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 | ||
| sagammil@southernco.com | ||
| April 27, 2023 |
Southern Company reports first-quarter 2023 earnings
ATLANTA – Southern Company today reported first-quarter earnings of $862 million, or 79 cents per share, in 2023 compared with earnings of $1.03 billion, or 97 cents per share, in the first quarter of 2022.
Excluding the items described under “Net Income – Excluding Items” in the table below, Southern Company earned $867 million, or 79 cents per share, during the first quarter of 2023, compared with $1.03 billion, or 97 cents per share, during the first quarter of 2022.
| Non-GAAP Financial Measures | Three Months Ended March | |||
|---|---|---|---|---|
| Net Income - Excluding Items (in millions) | 2023 | 2022 | ||
| Net Income - As Reported | $ | 862 | $ | 1,032 |
| Less: | ||||
| Estimated Loss on Plants Under Construction | (2) | (1) | ||
| Tax Impact | 1 | — | ||
| Loss on Extinguishment of Debt | (5) | — | ||
| Tax Impact | 1 | — | ||
| Net Income - Excluding Items | $ | 867 | $ | 1,033 |
| Average Shares Outstanding - (in millions) | 1,091 | 1,063 | ||
| Basic Earnings Per Share - Excluding Items | $ | 0.79 | $ | 0.97 |
NOTE: For more information regarding these non-GAAP adjustments, see the footnotes accompanying the Financial Highlights page of the earnings package.
Adjusted earnings drivers for the first quarter 2023, as compared with 2022, were increased depreciation and amortization, milder weather and higher interest expense, partially offset by higher revenues associated with rates and pricing at the company’s regulated utilities.
First-quarter 2023 operating revenues were $6.5 billion, compared with $6.6 billion for the first quarter of 2022, a decrease of 2.5 percent.
“Southern Company delivered a solid start to 2023 despite the mildest weather on record for a first quarter in the Southeastern United States,” said President Christopher C. Womack. Added Womack, “We are
encouraged by continued strong residential customer growth in both the electric and gas sectors, as well as healthy economies and a robust economic development pipeline in our service footprint.”
Southern Company’s first-quarter earnings slides with supplemental financial information are available at http://investor.southerncompany.com.
Southern Company’s financial analyst call will begin at 1 p.m. Eastern Time today, during which Womack and Chief Financial Officer Daniel S. Tucker will discuss earnings and provide a general business update. Investors, media and the public may listen to a live webcast of the call and view associated slides at http://investor.southerncompany.com. A replay of the webcast will be available on the site for 12 months.
About Southern Company
Southern Company (NYSE: SO) is a leading energy provider serving 9 million customers across the Southeast and beyond through its family of companies. Providing clean, safe, reliable and affordable energy with excellent service is our mission. The company has electric operating companies in three states, natural gas distribution companies in four states, a competitive generation company, a leading distributed energy distribution company with national capabilities, a fiber optics network and telecommunications services. Through an industry-leading commitment to innovation, resilience and sustainability, we are taking action to meet customers’ and communities’ needs while advancing our goal of net zero greenhouse gas emissions by 2050. Our uncompromising values ensure we put the needs of those we serve at the center of everything we do and are the key to our sustained success. We are transforming energy into economic, environmental and social progress for tomorrow. Our corporate culture and hiring practices have earned the company national awards and recognition from numerous organizations, including Forbes, The Military Times, DiversityInc, Black Enterprise, J.D. Power, Fortune, Human Rights Campaign and more. To learn more, visit www.southerncompany.com.
Document
| 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) | 2023 | 2022 | ||
| Traditional Electric Operating Companies | $ | 610 | $ | 774 |
| Southern Power | 102 | 72 | ||
| Southern Company Gas | 309 | 319 | ||
| Total | 1,021 | 1,165 | ||
| Parent Company and Other | (159) | (133) | ||
| Net Income–As Reported | $ | 862 | $ | 1,032 |
| Basic Earnings Per Share1 | $ | 0.79 | $ | 0.97 |
| Average Shares Outstanding (in millions) | 1,091 | 1,063 | ||
| End of Period Shares Outstanding (in millions) | 1,090 | 1,063 | ||
| Non-GAAP Financial Measures | Three Months Ended March | |||
| Net Income–Excluding Items (See Notes) | 2023 | 2022 | ||
| Net Income–As Reported | $ | 862 | $ | 1,032 |
| Less: | ||||
| Estimated Loss on Plants Under Construction2 | (2) | (1) | ||
| Tax Impact | 1 | — | ||
| Loss on Extinguishment of Debt3 | (5) | — | ||
| Tax Impact | 1 | — | ||
| Net Income–Excluding Items | $ | 867 | $ | 1,033 |
| Basic Earnings Per Share–Excluding Items | $ | 0.79 | $ | 0.97 |
| - See Notes on the following page. |
Exhibit 99.02
Page 2
Southern Company
Financial Highlights
Notes
(1)Dilution is not material in any period presented. Diluted earnings per share was $0.79 and $0.97 for the three months ended March 31, 2023 and 2022, respectively.
(2)Earnings for the three months ended March 31, 2023 and 2022 also include charges (net of salvage proceeds), associated legal expenses (net of insurance recoveries), 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 incur additional pre-tax period costs to complete dismantlement of the abandoned gasifier-related assets and site restoration activities, including related costs for compliance and safety, asset retirement obligation accretion, and property taxes, net of salvage, totaling approximately $15 million annually through 2025. Additionally, further charges and credits related to estimated probable losses on Georgia Power Company's construction of Plant Vogtle Units 3 and 4 may occur; however, the amount and timing are uncertain.
(3)Earnings for the three months ended March 31, 2023 include costs associated with the extinguishment of debt at Southern Company. Similar transaction costs may occur in the future at Southern Company or one of its unregulated subsidiaries; however, the amount and timing of any such costs are uncertain.
Document
| Exhibit 99.03 | ||||||
|---|---|---|---|---|---|---|
| Page 1 | ||||||
| Southern Company | ||||||
| Significant Factors Impacting EPS | ||||||
| Three Months Ended March | ||||||
| 2023 | 2022 | Change | ||||
| Earnings Per Share– | ||||||
| As Reported1 (See Notes) | $ | 0.79 | $ | 0.97 | $ | (0.18) |
| Significant Factors: | ||||||
| Traditional Electric Operating Companies | $ | (0.16) | ||||
| Southern Power | 0.03 | |||||
| Southern Company Gas | (0.01) | |||||
| Parent Company and Other | (0.02) | |||||
| Increase in Shares | (0.02) | |||||
| Total–As Reported | $ | (0.18) | ||||
| Three Months Ended March | ||||||
| Non-GAAP Financial Measures | 2023 | 2022 | Change | |||
| Earnings Per Share– | ||||||
| Excluding Items (See Notes) | $ | 0.79 | $ | 0.97 | $ | (0.18) |
| Total–As Reported | $ | (0.18) | ||||
| Less: | ||||||
| Estimated Loss on Plants Under Construction2 | — | |||||
| Loss on Extinguishment of Debt3 | — | |||||
| Total–Excluding Items | $ | (0.18) | ||||
| - See Notes on the following page. |
Exhibit 99.03
Page 2
Southern Company
Significant Factors Impacting EPS
Notes
(1)Dilution is not material in any period presented. Diluted earnings per share was $0.79 and $0.97 for the three months ended March 31, 2023 and 2022, respectively.
(2)Earnings for the three months ended March 31, 2023 and 2022 also include charges (net of salvage proceeds), associated legal expenses (net of insurance recoveries), 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 incur additional pre-tax period costs to complete dismantlement of the abandoned gasifier-related assets and site restoration activities, including related costs for compliance and safety, asset retirement obligation accretion, and property taxes, net of salvage, totaling approximately $15 million annually through 2025. Additionally, further charges and credits related to estimated probable losses on Georgia Power Company's construction of Plant Vogtle Units 3 and 4 may occur; however, the amount and timing are uncertain.
(3)Earnings for the three months ended March 31, 2023 include costs associated with the extinguishment of debt at Southern Company. Similar transaction costs may occur in the future at Southern Company or one of its unregulated subsidiaries; however, the amount and timing of any such costs are uncertain.
Document
| Exhibit 99.04 | |
|---|---|
| Page 1 | |
| Southern Company | |
| EPS Earnings Analysis | |
| Three Months Ended March 2023 vs. March 2022 | |
| Description | Cents |
| Retail Sales | 1¢ |
| Retail Revenue Impacts | 7 |
| Weather | (11) |
| Wholesale & Other Operating Revenues | 3 |
| Non-Fuel O&M(*) | 2 |
| Depreciation and Amortization | (14) |
| Interest Expense and Other | (5) |
| Income Taxes | 1 |
| Total Traditional Electric Operating Companies | (16)¢ |
| Southern Power | 3 |
| Southern Company Gas | (1) |
| Parent Company and Other | (2) |
| Increase in Shares | (2) |
| Total Change in EPS (Excluding Items) | (18)¢ |
| Estimated Loss on Plants Under Construction1 | — |
| Loss on Extinguishment of Debt2 | — |
| Total Change in EPS (As Reported) | (18)¢ |
| (*) Includes non-service cost-related benefits income. | |
| - See additional Notes on the following page. |
Exhibit 99.04
Page 2
Southern Company
EPS Earnings Analysis
Notes
(1)Earnings for the three months ended March 31, 2023 and 2022 also include charges (net of salvage proceeds), associated legal expenses (net of insurance recoveries), 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 incur additional pre-tax period costs to complete dismantlement of the abandoned gasifier-related assets and site restoration activities, including related costs for compliance and safety, asset retirement obligation accretion, and property taxes, net of salvage, totaling approximately $15 million annually through 2025. Additionally, further charges and credits related to estimated probable losses on Georgia Power Company's construction of Plant Vogtle Units 3 and 4 may occur; however, the amount and timing are uncertain.
(2)Earnings for the three months ended March 31, 2023 include costs associated with the extinguishment of debt at Southern Company. Similar transaction costs may occur in the future at Southern Company or one of its unregulated subsidiaries; however, the amount and timing of any such costs are uncertain.
Document
| Exhibit 99.05 | |||||||
|---|---|---|---|---|---|---|---|
| Southern Company | |||||||
| Consolidated Earnings | |||||||
| As Reported | |||||||
| (In Millions of Dollars) | |||||||
| Three Months Ended March | |||||||
| 2023 | 2022 | Change | |||||
| Retail Electric Revenues- | |||||||
| Fuel | $ | 1,050 | $ | 1,014 | $ | 36 | |
| Non-Fuel | 2,549 | 2,599 | (50) | ||||
| Wholesale Electric Revenues | 599 | 664 | (65) | ||||
| Other Electric Revenues | 190 | 177 | 13 | ||||
| Natural Gas Revenues | 1,875 | 2,058 | (183) | ||||
| Other Revenues | 217 | 136 | 81 | ||||
| Total Operating Revenues | 6,480 | 6,648 | (168) | ||||
| Fuel and Purchased Power | 1,292 | 1,343 | (51) | ||||
| Cost of Natural Gas | 898 | 1,095 | (197) | ||||
| Cost of Other Sales | 127 | 69 | 58 | ||||
| Non-Fuel O&M | 1,482 | 1,516 | (34) | ||||
| Depreciation and Amortization | 1,111 | 892 | 219 | ||||
| Taxes Other Than Income Taxes | 394 | 372 | 22 | ||||
| Gain on Dispositions, net | (42) | (23) | (19) | ||||
| Total Operating Expenses | 5,262 | 5,264 | (2) | ||||
| Operating Income | 1,218 | 1,384 | (166) | ||||
| Allowance for Equity Funds Used During Construction | 65 | 51 | 14 | ||||
| Earnings from Equity Method Investments | 48 | 46 | 2 | ||||
| Interest Expense, Net of Amounts Capitalized | 582 | 462 | 120 | ||||
| Other Income (Expense), net | 147 | 145 | 2 | ||||
| Income Taxes | 97 | 173 | (76) | ||||
| Net Income | 799 | 991 | (192) | ||||
| Dividends on Preferred Stock of Subsidiaries | — | 4 | (4) | ||||
| Net Loss Attributable to Noncontrolling Interests | (63) | (45) | (18) | ||||
| NET INCOME ATTRIBUTABLE TO SOUTHERN COMPANY | $ | 862 | $ | 1,032 | $ | (170) |
Notes
- Certain prior year data may have been reclassified to conform with current year presentation.
Document
| Exhibit 99.06 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Southern Company | ||||||||||||
| Kilowatt-Hour Sales and Customers | ||||||||||||
| (In Millions of KWHs) | ||||||||||||
| Three Months Ended March | ||||||||||||
| 2023 | 2022 | Change | Weather Adjusted Change | |||||||||
| Kilowatt-Hour Sales- | ||||||||||||
| Total Sales | 46,725 | 48,728 | (4.1) | % | ||||||||
| Total Retail Sales- | 33,382 | 35,155 | (5.0) | % | 0.4 | % | ||||||
| Residential | 10,630 | 12,103 | (12.2) | % | 1.2 | % | ||||||
| Commercial | 10,883 | 10,987 | (0.9) | % | 1.8 | % | ||||||
| Industrial | 11,724 | 11,912 | (1.6) | % | (1.6) | % | ||||||
| Other | 145 | 153 | (4.9) | % | (4.0) | % | ||||||
| Total Wholesale Sales | 13,343 | 13,573 | (1.7) | % | N/A | |||||||
| (In Thousands of Customers) | ||||||||||||
| Period Ended March | ||||||||||||
| 2023 | 2022 | Change | ||||||||||
| Regulated Utility Customers- | ||||||||||||
| Total Utility Customers- | 8,824 | 8,755 | 0.8% | |||||||||
| Total Traditional Electric | 4,449 | 4,397 | 1.2% | |||||||||
| Southern Company Gas | 4,375 | 4,358 | 0.4% |
Document
| Exhibit 99.07 | |||||||
|---|---|---|---|---|---|---|---|
| Southern Company | |||||||
| Financial Overview | |||||||
| As Reported | |||||||
| (In Millions of Dollars) | |||||||
| Three Months Ended March | |||||||
| 2023 | 2022 | % Change | |||||
| Southern Company – | |||||||
| Operating Revenues | $ | 6,480 | $ | 6,648 | (2.5) | % | |
| Earnings Before Income Taxes | 896 | 1,164 | (23.0) | % | |||
| Net Income Available to Common | 862 | 1,032 | (16.5) | % | |||
| Alabama Power – | |||||||
| Operating Revenues | $ | 1,647 | $ | 1,649 | (0.1) | % | |
| Earnings Before Income Taxes | 253 | 458 | (44.8) | % | |||
| Net Income Available to Common | 255 | 347 | (26.5) | % | |||
| Georgia Power – | |||||||
| Operating Revenues | $ | 2,176 | $ | 2,208 | (1.4) | % | |
| Earnings Before Income Taxes | 349 | 415 | (15.9) | % | |||
| Net Income Available to Common | 296 | 385 | (23.1) | % | |||
| Mississippi Power – | |||||||
| Operating Revenues | $ | 390 | $ | 335 | 16.4 | % | |
| Earnings Before Income Taxes | 71 | 50 | 42.0 | % | |||
| Net Income Available to Common | 58 | 42 | 38.1 | % | |||
| Southern Power – | |||||||
| Operating Revenues | $ | 508 | $ | 539 | (5.8) | % | |
| Earnings Before Income Taxes | 32 | 15 | 113.3 | % | |||
| Net Income Available to Common | 102 | 72 | 41.7 | % | |||
| Southern Company Gas – | |||||||
| Operating Revenues | $ | 1,875 | $ | 2,058 | (8.9) | % | |
| Earnings Before Income Taxes | 412 | 416 | (1.0) | % | |||
| Net Income Available to Common | 309 | 319 | (3.1) | % |
Notes
- See Financial Highlights pages for discussion of certain significant items occurring during the periods.