0000092122-16-000174.txt : 20160727 0000092122-16-000174.hdr.sgml : 20160727 20160727082300 ACCESSION NUMBER: 0000092122-16-000174 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20160727 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20160727 DATE AS OF CHANGE: 20160727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN CO CENTRAL INDEX KEY: 0000092122 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 580690070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03526 FILM NUMBER: 161785708 BUSINESS ADDRESS: STREET 1: 30 IVAN ALLEN JR. BLVD., N.W. CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4045065000 MAIL ADDRESS: STREET 1: 30 IVAN ALLEN JR. BLVD., N.W. CITY: ATLANTA STATE: GA ZIP: 30308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN POWER CO CENTRAL INDEX KEY: 0001160661 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 582598670 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37803 FILM NUMBER: 161785709 BUSINESS ADDRESS: STREET 1: 30 IVAN ALLEN JR. BLVD CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4045065000 MAIL ADDRESS: STREET 1: 30 IVAN ALLEN JR. BLVD CITY: ATLANTA STATE: GA ZIP: 30308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSISSIPPI POWER CO CENTRAL INDEX KEY: 0000066904 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 640205820 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11229 FILM NUMBER: 161785710 BUSINESS ADDRESS: STREET 1: 2992 WEST BEACH CITY: GULFPORT STATE: MS ZIP: 39501 BUSINESS PHONE: 2288641211 MAIL ADDRESS: STREET 1: 2992 WEST BEACH CITY: GULFPORT STATE: MS ZIP: 39501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GULF POWER CO CENTRAL INDEX KEY: 0000044545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 590276810 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31737 FILM NUMBER: 161785711 BUSINESS ADDRESS: STREET 1: ONE ENERGY PLACE CITY: PENSACOLA STATE: FL ZIP: 32520 BUSINESS PHONE: 8504446111 MAIL ADDRESS: STREET 1: ONE ENERGY PLACE CITY: PENSACOLA STATE: FL ZIP: 32520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEORGIA POWER CO CENTRAL INDEX KEY: 0000041091 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 580257110 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06468 FILM NUMBER: 161785712 BUSINESS ADDRESS: STREET 1: 241 RALPH MCGILL BOULEVARD CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4045066526 MAIL ADDRESS: STREET 1: 241 RALPH MCGILL BOULEVARD CITY: ATLANTA STATE: GA ZIP: 30308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALABAMA POWER CO CENTRAL INDEX KEY: 0000003153 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 630004250 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03164 FILM NUMBER: 161785713 BUSINESS ADDRESS: STREET 1: 600 N 18TH ST STREET 2: P O BOX 2641 CITY: BIRMINGHAM STATE: AL ZIP: 35291 BUSINESS PHONE: 2052571000 MAIL ADDRESS: STREET 1: 600 N 18TH ST CITY: BIRMINGHAM STATE: AL ZIP: 35291 8-K 1 earnrelease8-kq22016.htm 8-K Document



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)    July 27, 2016    

Commission
File Number
Registrant, State of Incorporation,
Address and Telephone Number
I.R.S. Employer
Identification No.
 
 
 
1-3526
The Southern Company
(A Delaware Corporation)
30 Ivan Allen Jr. Blvd., N.W.
Atlanta, Georgia 30308
(404) 506-5000
58-0690070
1-3164
Alabama Power Company
(An Alabama Corporation)
600 North 18th Street
Birmingham, Alabama 35203
(205) 257-1000
63-0004250
1-6468
Georgia Power Company
(A Georgia Corporation)
241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia 30308
(404) 506-6526
58-0257110
001-31737
Gulf Power Company
(A Florida Corporation)
One Energy Place
Pensacola, Florida 32520
(850) 444-6111
59-0276810
001-11229
Mississippi Power Company
(A Mississippi Corporation)
2992 West Beach Boulevard
Gulfport, Mississippi 39501
(228) 864-1211
64-0205820
001-37803
Southern Power Company
(A Delaware Corporation)
30 Ivan Allen Jr. Blvd., N.W.
Atlanta, Georgia 30308
(404) 506-5000
58-2598670

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, Gulf Power Company, Mississippi Power Company and Southern Power Company. 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))







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 July 27, 2016, The Southern Company (“Southern Company”) issued a press release regarding its earnings for the three-month and six-month periods ended June 30, 2016. 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 six-month periods ended June 30, 2016 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, in addition to including earnings and earnings per share in accordance with generally accepted accounting principles (“GAAP”) for the three-month and six-month periods ended June 30, 2016 and 2015, also include earnings and earnings per share (1) for the three-month and six-month periods ended June 30, 2016 and 2015 excluding charges for estimated probable losses relating to Mississippi Power Company’s construction of the integrated coal gasification combined cycle facility in Kemper County, Mississippi (the “Kemper IGCC”), (2) for the three-month and six-month periods ended June 30, 2016 excluding costs related to the acquisitions of Southern Company Gas (formerly known as AGL Resources Inc.) and PowerSecure International, Inc., and (3) for the three-month and six-month periods ended June 30, 2015 excluding additional costs related to the discontinued operations of Mirant Corporation and the March 2009 settlement agreement with MC Asset Recovery, LLC (“MCAR”).  The estimated probable losses relating to the Kemper IGCC significantly impacted the presentation of earnings and earnings per share for the three-month and six-month periods ended June 30, 2016 and 2015, and similar charges may occur with uncertain frequency in the future.  Further costs related to the acquisitions of Southern Company Gas and PowerSecure International, Inc. are expected to continue to occur in connection with supporting the related integrations. Further costs related to the settlement agreement with MCAR are not expected to occur. Additionally, Exhibit 99.02 excludes costs for the debt financing related to the acquisition of Southern Company Gas. For comparison purposes, these costs have been removed from the actual results to be consistent with the 2016 earnings guidance as presented in the first quarter of 2016, which excluded such costs. Southern Company believes the presentation of earnings and earnings per share, excluding these charges, 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.








- 1 -





Exhibits

The exhibits hereto contain business segment information for Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company and Southern Power Company. Accordingly, this report is also being furnished on behalf of each such registrant.

The following exhibits relate to the three-month and six-month periods ended June 30, 2016:


 
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.
 
Exhibit 99.07
Financial Overview.


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:   July 27, 2016
THE SOUTHERN COMPANY



 
By
/s/Ann P. Daiss
 
 
Ann P. Daiss
Comptroller
 
 
 
 
ALABAMA POWER COMPANY
GEORGIA POWER COMPANY
GULF POWER COMPANY
MISSISSIPPI POWER COMPANY
SOUTHERN POWER COMPANY



 
By
/s/Melissa K. Caen
 
 
Melissa K. Caen
Assistant Secretary



- 2 -



EX-99.01 2 ex9901-pressreleaseq22016.htm EXHIBIT 99.01 Exhibit


 
 
Exhibit 99.01
 
 
 
News
 
 
 
 
Media Contact:
Southern Company Media Relations
 
 
404-506-5333 or 1-866-506-5333
 
 
www.southerncompany.com
 
 
 
 
Investor Relations Contact:
 
 
Aaron Abramovitz
 
 
404-506-0780
 
 
apabramo@southernco.com
 
 
 
 
 
July 27, 2016
Southern Company reports second quarter earnings

ATLANTA - Southern Company today reported second quarter 2016 earnings of $638 million, or 68 cents per share, compared with earnings of $629 million, or 69 cents per share, in the second quarter of 2015. For the six months ended June 30, 2016, earnings were $1.12 billion, or $1.21 per share, compared with $1.14 billion, or $1.25 per share, for the same period in 2015.

Excluding the items described in the “Consolidated Earnings - Excluding Items” table below, Southern Company earned $692 million, or 74 cents per share, during the second quarter of 2016, compared with $647 million, or 71 cents per share, during the second quarter of 2015. For the six months ended June 30, 2016, excluding these items, Southern Company earned $1.22 billion, or $1.32 per share, compared with earnings of $1.16 billion, or $1.28 per share, for the same period in 2015.

 
Three Months Ended June
 
Year-to-Date June
Consolidated Earnings - Excluding Items
2016
2015
 
2016
2015
Net Income - As Reported
 $638
 $629
 
 $1,123
 $1,138
Estimated Loss on Kemper IGCC
38
23
 
91
32
Tax Impact
(15)
(9)
 
(35)
(12)
Acquisition Costs
44
0
 
65
0
Tax Impact
(13)
0
 
(20)
0
Additional MCAR Settlement Costs
0
7
 
0
7
Tax Impact
0
  (3)
 
0
(3)
Net Income - Excluding Items
 $692
 $647
 
 $1,224
 $1,162
Basic Earnings Per Share - Excluding Items
 $0.74
 $0.71
 
 $1.32
 $1.28

NOTE: Except for earnings per share, the figures in the table above are expressed in millions of dollars.

Earnings for the three and six months ended June 30, 2016, were also impacted by debt-financing costs related to the acquisition of Southern Company Gas (formerly known as AGL Resources Inc). These costs were not included in the 2016 earnings guidance provided previously. Excluding both these costs and the items described above, Southern Company earned $716 million, or 77 cents per share, during the second





quarter of 2016, compared with $647 million, or 71 cents per share, during the second quarter of 2015. For the six months ended June 30, 2016, excluding all of these items, Southern Company earned $1.25 billion, or $1.35 per share, compared with earnings of $1.16 billion, or $1.28 per share, for the same period in 2015.
 
Three Months Ended June
 
Year-to-Date June
Consolidated Earnings - Adjusted for Guidance Comparability
2016
2015
 
2016
2015
Net Income - Excluding Items
 $692
 $647
 
 $1,224
 $1,162
Acquisition Debt Financing Costs
                 39
0
 
39
0
Tax Impact
     (15)
0
 
 (15)
0
Net Income - Adjusted for Guidance Comparability
 $716
 $647
 
 $1,248
 $1,162
Basic Earnings Per Share - Adjusted for Guidance Comparability
 $0.77
 $0.71
 
 $1.35
 $1.28

NOTE: Except for earnings per share, the figures in the table above are expressed in millions of dollars.

Earnings drivers for the second quarter of 2016 were positively influenced by retail revenue effects at Southern Company’s traditional operating companies, stronger-than-expected performance of its Southern Power subsidiary and lower non-fuel operations and maintenance expenses across the regulated operating companies. Earnings were negatively influenced by increased interest expenses and higher depreciation and amortization expenses.
 
“We are very pleased with how our electric businesses are performing this year, including the strong performance of our wholesale subsidiary, Southern Power,” said Southern Company Chairman, President and CEO Thomas A. Fanning. “We look forward to the years ahead, when both Southern Company Gas and - subject to federal approval - our announced investment in Southern Natural Gas begin to contribute to our results. We are truly building the future of energy for the benefit of the customers and communities we are privileged to serve. That longstanding customer focus has always been the foundation for delivering on our long-term financial objectives.”

Second quarter 2016 operating revenues were $4.45 billion, compared with $4.34 billion for the second quarter of 2015, an increase of 2.7 percent. For the six months ended June 30, 2016, operating revenues were $8.43 billion, compared with $8.52 billion for the same period in 2015, a decrease of 1.0 percent. This decrease was primarily due to lower fuel costs.

Kilowatt-hour sales to retail customers in Southern Company's four-state service area decreased 1.6 percent in the second quarter of 2016, compared with the second quarter of 2015. Residential energy sales decreased 0.8 percent, commercial energy sales decreased 2.0 percent and industrial energy sales decreased 1.9 percent. For the first six months of 2016, retail sales decreased 2.3 percent, compared with the same period in 2015. Residential energy sales decreased 4.1 percent, commercial energy sales decreased 1.4 percent and industrial energy sales decreased 1.4 percent.

Weather-adjusted kilowatt-hour sales to retail customers in Southern Company's four-state service area decreased 1.4 percent in the second quarter of 2016, compared with the second quarter of 2015. Weather-adjusted residential energy sales decreased 0.2 percent and weather-adjusted commercial energy sales decreased 1.9 percent. For the first six months of 2016, weather-adjusted retail sales decreased 0.5 percent, compared with the same period in 2015. Weather-adjusted residential energy sales increased 0.6 percent and weather-adjusted commercial energy sales decreased 0.6 percent.






Total energy sales to Southern Company’s customers, including wholesale sales, decreased 0.6 percent in the second quarter of 2016, compared with the second quarter of 2015. For the first six months of 2016, total energy sales decreased 1.1 percent, compared with the same period in 2015.

Southern Company’s second quarter earnings slides with supplemental financial information including its earnings estimate for the third quarter of 2016 are available at http://investor.southerncompany.com.

Southern Company’s financial analyst call will begin at 1 p.m. Eastern time today, during which Fanning and Chief Financial Officer Art P. Beattie 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/webcasts. A replay of the webcast will be available on the site for 12 months.

About Southern Company

Southern Company (NYSE: SO) is America’s premier energy company, with 44,000 megawatts of generating capacity and 1,500 billion cubic feet of combined natural gas consumption and throughput volume serving 9 million electric and gas utility customers through its subsidiaries. The company provides clean, safe, reliable and affordable energy through electric utilities in four states, natural gas distribution utilities in seven states, a competitive generation company serving wholesale customers across America and a nationally recognized provider of customized energy solutions, as well as fiber optics and wireless communications. Southern Company brands are known for excellent customer service, high reliability and affordable prices that are below the national average. Through an industry-leading commitment to innovation, Southern Company and its subsidiaries are inventing America’s energy future by developing the full portfolio of energy resources, including carbon-free nuclear, 21st century coal, natural gas, renewables and energy efficiency, and creating new products and services for the benefit of customers. Southern Company has been named by the U.S. Department of Defense and G.I. Jobs magazine as a top military employer, recognized among the Top 50 Companies for Diversity by DiversityInc, listed by Black Enterprise magazine as one of the 40 Best Companies for Diversity and designated a Top Employer for Hispanics by Hispanic Network. The company has earned a National Award of Nuclear Science and History from the National Atomic Museum Foundation for its leadership and commitment to nuclear development and is continually ranked among the top utilities in Fortune's annual Worlds Most Admired Electric and Gas Utility rankings. Visit our website at www.southerncompany.com.

Cautionary Notes Regarding Forward-Looking Statements:

Certain information contained in this release is forward-looking information based on current expectations and plans that involve risks and uncertainties. Forward-looking information includes, among other things, statements concerning the expected completion of the Southern Natural Gas investment and the future results of Southern Company Gas and Southern Natural Gas. Southern Company cautions that there are certain factors that can cause actual results to differ materially from the forward-looking information that has been provided. The reader is cautioned not to put undue reliance on this forward-looking information, which is not a guarantee of future performance and is subject to a number of uncertainties and other factors, many of which are outside the control of Southern Company; accordingly, there can be no assurance that such suggested results will be realized. The following factors, in addition to those discussed in Southern Company’s Annual Report on Form 10-K for the year ended December 31, 2015, and subsequent securities filings, could cause actual results to differ materially from management expectations as suggested by such forward-looking information: the impact of recent and future federal and state regulatory changes, including legislative and regulatory initiatives regarding deregulation and





restructuring of the electric utility industry, environmental laws regulating emissions, discharges, and disposal to air, water, and land, and also changes in tax and other laws and regulations to which Southern Company and its subsidiaries are subject, as well as changes in application of existing laws and regulations; current and future litigation, regulatory investigations, proceedings, or inquiries, including, without limitation, Internal Revenue Service and state tax audits; the effects, extent, and timing of the entry of additional competition in the markets in which Southern Company’s subsidiaries operate; variations in demand for electricity and natural gas, including those relating to weather, the general economy and recovery from the last recession, population and business growth (and declines), the effects of energy conservation and efficiency measures, including from the development and deployment of alternative energy sources such as self-generation and distributed generation technologies, and any potential economic impacts resulting from federal fiscal decisions; available sources and costs of natural gas and other fuels; effects of inflation; the ability to control costs and avoid cost overruns during the development and construction of facilities, which include the development and construction of generating facilities with designs that have not been finalized or previously constructed, including changes in labor costs and productivity, adverse weather conditions, shortages and inconsistent quality of equipment, materials, and labor, contractor or supplier delay, non-performance under construction, operating, or other agreements, operational readiness, including specialized operator training and required site safety programs, unforeseen engineering or design problems, start-up activities (including major equipment failure and system integration), and/or operational performance (including additional costs to satisfy any operational parameters ultimately adopted by any Public Service Commission (PSC)); the ability to construct facilities in accordance with the requirements of permits and licenses, to satisfy any environmental performance standards and the requirements of tax credits and other incentives, and to integrate facilities into the Southern Company system upon completion of construction; investment performance of Southern Company’s employee and retiree benefit plans and the Southern Company system’s nuclear decommissioning trust funds; advances in technology; state and federal rate regulations and the impact of pending and future rate cases and negotiations, including rate actions relating to fuel and other cost recovery mechanisms; legal proceedings and regulatory approvals and actions related to Plant Vogtle Units 3 and 4, including Georgia PSC approvals and Nuclear Regulatory Commission actions; actions related to cost recovery for the integrated coal gasification combined cycle facility under construction in Kemper County Mississippi (the Kemper IGCC), including the ultimate impact of the 2015 decision of the Mississippi Supreme Court, the Mississippi PSC’s December 2015 rate order, and related legal or regulatory proceedings, Mississippi PSC review of the prudence of Kemper IGCC costs and approval of further permanent rate recovery plans, actions relating to proposed securitization, satisfaction of requirements to utilize grants, and the ultimate impact of the termination of the proposed sale of an interest in the Kemper IGCC to South Mississippi Electric Power Association; the ability to successfully operate the electric utilities’ generating, transmission, and distribution facilities and Southern Company Gas’ natural gas distribution and storage facilities and the successful performance of necessary corporate functions; the inherent risks involved in operating and constructing nuclear generating facilities, including environmental, health, regulatory, natural disaster, terrorism, and financial risks; the inherent risks involved in transporting and storing natural gas; the performance of projects undertaken by the non-utility businesses and the success of efforts to invest in and develop new opportunities; internal restructuring or other restructuring options that may be pursued; potential business strategies, including acquisitions or dispositions of assets or businesses, which cannot be assured to be completed or beneficial to Southern Company or its subsidiaries; the possibility that the anticipated benefits from the acquisition of Southern Company Gas cannot be fully realized or may take longer to realize than expected, the possibility that costs related to the integration of Southern Company and Southern Company Gas will be greater than expected, the ability to retain and hire key personnel and maintain relationships with customers, suppliers, or other business partners, and the diversion of management time on integration-related issues; the ability of counterparties of Southern Company and its subsidiaries to make payments as





and when due and to perform as required; the ability to obtain new short- and long-term contracts with wholesale customers; the direct or indirect effect on the Southern Company system’s business or Southern Company Gas’ business resulting from cyber intrusion or terrorist incidents and the threat of terrorist incidents; interest rate fluctuations and financial market conditions and the results of financing efforts; changes in Southern Company’s and any of its subsidiaries’ credit ratings, including impacts on interest rates, access to capital markets, and collateral requirements; the impacts of any sovereign financial issues, including impacts on interest rates, access to capital markets, impacts on currency exchange rates, counterparty performance, and the economy in general, as well as potential impacts on the benefits of the Department of Energy loan guarantees; the ability of Southern Company’s subsidiaries to obtain additional generating capacity (or sell excess generating capacity) at competitive prices; catastrophic events such as fires, earthquakes, explosions, floods, hurricanes and other storms, droughts, pandemic health events such as influenzas, or other similar occurrences; the direct or indirect effects on the Southern Company system’s business or Southern Company Gas’ business resulting from incidents affecting the U.S. electric grid, natural gas pipeline infrastructure, or operation of generating or storage resources; and the effect of accounting pronouncements issued periodically by standard-setting bodies. Southern Company expressly disclaims any obligation to update any forward-looking information.

# # #




EX-99.02 3 ex9902-financialhighlights.htm EXHIBIT 99.02 Exhibit


Exhibit 99.02
 
Page 1
 
Southern Company
Financial Highlights
(In Millions of Dollars Except Earnings Per Share)
 
 
 
 
 
 
 
Three Months Ended
June
 
Year-to-Date
June
Consolidated Earnings–As Reported (See Notes)
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
  Traditional Electric Operating Companies
 
$
621

 
$
561

 
$
1,085

 
$
1,038

  Southern Power
 
89

 
46

 
139

 
79

  Total
 
710

 
607

 
1,224

 
1,117

  Parent Company and Other
 
(72
)
 
22

 
(101
)
 
21

  Net Income–As Reported
 
$
638

 
$
629

 
$
1,123

 
$
1,138

 
 
 
 
 
 
 
 
 
  Basic Earnings Per Share
 
$
0.68

 
$
0.69

 
$
1.21

 
$
1.25

 
 
 
 
 
 
 
 
 
  Average Shares Outstanding (in millions)
 
934

 
909

 
925

 
910

  End of Period Shares Outstanding (in millions)
 
 
 
 
 
942

 
908

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
June
 
Year-to-Date
June
Consolidated Earnings–Excluding Items (See Notes)
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
  Net Income–As Reported
 
$
638

 
$
629

 
$
1,123

 
$
1,138

Estimated Loss on Kemper IGCC1
 
38

 
23

 
91

 
32

Tax Impact
 
(15
)
 
(9
)
 
(35
)
 
(12
)
Acquisition Costs2
 
44

 

 
65

 

Tax Impact
 
(13
)
 

 
(20
)
 

Additional MCAR settlement costs3
 

 
7

 

 
7

Tax Impact
 

 
(3
)
 

 
(3
)
  Net Income–Excluding Items
 
$
692

 
$
647

 
$
1,224

 
$
1,162

 
 
 
 
 
 
 
 
 
  Basic Earnings Per Share–Excluding Items
 
$
0.74

 
$
0.71

 
$
1.32

 
$
1.28

 
 
 
 
 
 
 
 
 
Notes
 
 
 
 
 
 
 
 
- For the three and six months ended June 30, 2016 and 2015, dilution does not change basic earnings per share by more than 1 cent and is not material.
 
- All figures in this earnings release are preliminary and remain subject to the completion of normal quarter-end accounting procedures and adjustments, which could result in changes to these preliminary results. In addition, certain classifications and rounding may be different from final results published in the Form 10-Q.
 
(1) The estimated probable losses relating to Mississippi Power Company's construction of the integrated coal gasification combined cycle facility in Kemper County, Mississippi (Kemper IGCC) significantly impacted the presentation of earnings and earnings per share for the three and six months ended June 30, 2016 and 2015. Similar charges may occur with uncertain frequency.
 
(2) Earnings for the three and six months ended June 30, 2016 include costs related to the acquisitions of Southern Company Gas (formerly known as AGL Resources Inc.) and PowerSecure International, Inc. Further costs are expected to continue to occur in connection with the related integrations.
 
(3) Earnings for the three and six months ended June 30, 2015 include additional costs related to the discontinued operations of Mirant Corporation and the March 2009 litigation settlement with MC Asset Recovery, LLC. Further charges are not expected to occur.





Exhibit 99.02
 
Page 2
 
Southern Company
Financial Highlights
(In Millions of Dollars Except Earnings Per Share)
 
 
 
 
 
 
 
Three Months Ended
June
 
Year-to-Date
June
Consolidated Earnings–Adjusted for Guidance Comparability (See Notes)
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
  Net Income–Excluding Items
 
$
692

 
$
647

 
$
1,224

 
$
1,162

Acquisition Debt Financing Costs1
 
39

 

 
39

 

Tax Impact
 
(15
)
 

 
(15
)
 

Net Income–Adjusted for Guidance Comparability
 
$
716

 
$
647

 
$
1,248

 
$
1,162

 
 
 
 
 
 
 
 
 
Basic Earnings Per Share–Adjusted for Guidance Comparability
 
$
0.77

 
$
0.71

 
$
1.35

 
$
1.28

 
 
 
 
 
 
 
 
 
Notes
 
 
 
 
 
 
 
 
- All figures in this earnings release are preliminary and remain subject to the completion of normal quarter-end accounting procedures and adjustments, which could result in changes to these preliminary results. In addition, certain classifications and rounding may be different from final results published in the Form 10-Q.
 
 
 
 
 
 
 
 
 
(1) Earnings for the three and six months ended June 30, 2016 include debt financing costs related to the acquisition of Southern Company Gas (formerly known as AGL Resources Inc.). For comparison purposes, these costs have been removed from the actual results to be consistent with the 2016 earnings guidance as presented in the first quarter of 2016, which excluded such costs.


EX-99.03 4 ex9903-significantfactorsi.htm EXHIBIT 99.03 Exhibit

Exhibit 99.03
 
Southern Company
Significant Factors Impacting EPS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
June
 
Year-to-Date
June
 
 
2016
 
2015
 
Change
 
2016
 
2015
 
Change
Consolidated Earnings Per Share–
 
 
 
 
 
 
 
 
 
 
 
 
As Reported (See Notes)
 
$
0.68

 
$
0.69

 
$
(0.01
)
 
$
1.21

 
$
1.25

 
$
(0.04
)
 
 
 
 
 
 
 
 
 
 
 
 
 
  Significant Factors:
 
 
 
 
 
 
 
 
 
 
 
 
  Traditional Electric Operating Companies
 
 
 
 
 
$
0.06

 
 
 
 
 
$
0.05

Southern Power
 
 
 
 
 
0.05

 
 
 
 
 
0.06

Parent Company and Other
 
 
 
 
 
(0.10
)
 
 
 
 
 
(0.13
)
Increase in Shares
 
 
 
 
 
(0.02
)
 
 
 
 
 
(0.02
)
  Total–As Reported
 
 
 
 
 
$
(0.01
)
 
 
 
 
 
$
(0.04
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
June
 
Year-to-Date
June
 
 
2016
 
2015
 
Change
 
2016
 
2015
 
Change
Consolidated Earnings Per Share–
 
 
 
 
 
 
 
 
 
 
 
 
Excluding Items (See Notes)
 
$
0.74

 
$
0.71

 
$
0.03

 
$
1.32

 
$
1.28

 
$
0.04

 
 
 
 
 
 
 
 
 
 
 
 
 
  Total–As Reported
 
 
 
 
 
$
(0.01
)
 
 
 
 
 
$
(0.04
)
Estimated Loss on Kemper IGCC1
 
 
 
 
 
0.01

 
 
 
 
 
0.04

Acquisition Costs2
 
 
 
 
 
0.03

 
 
 
 
 
0.05

Additional MCAR settlement costs3
 
 
 
 
 

 
 
 
 
 
(0.01
)
  Total–Excluding Items
 
 
 
 
 
$
0.03

 
 
 
 
 
$
0.04

 
 
 
 
 
 
 
 
 
 
 
 
 
Notes
 
 
 
 
 
 
 
 
 
 
 
 
- For the three and six months ended June 30, 2016 and 2015, dilution does not change basic earnings per share by more than 1 cent and is not material.
 
- All figures in this earnings release are preliminary and remain subject to the completion of normal quarter-end accounting procedures and adjustments, which could result in changes to these preliminary results. In addition, certain classifications and rounding may be different from final results published in the Form 10-Q.
 
(1) The estimated probable losses relating to Mississippi Power Company's construction of the integrated coal gasification combined cycle facility in Kemper County, Mississippi (Kemper IGCC) significantly impacted the presentation of earnings and earnings per share for the three and six months ended June 30, 2016 and 2015. Similar charges may occur with uncertain frequency.
 
 
 
 
 
 
 
 
 
 
 
 
 
(2) Earnings for the three and six months ended June 30, 2016 include costs related to the acquisitions of Southern Company Gas (formerly known as AGL Resources Inc.) and PowerSecure International, Inc. Further costs are expected to continue to occur in connection with the related integrations.
 
 
 
 
 
 
 
 
 
 
 
 
 
(3) Earnings for the three and six months ended June 30, 2015 include additional costs related to the discontinued operations of Mirant Corporation and the March 2009 litigation settlement with MC Asset Recovery, LLC. Further charges are not expected to occur. These costs were the same for the three and six months ended June 30, 2015; however, these costs on a per share basis differ between the periods due to the effects of rounding.



EX-99.04 5 ex9904-epsearningsanalysis.htm EXHIBIT 99.04 Exhibit


 
Exhibit 99.04
 
Southern Company
 
EPS Earnings Analysis
 
Three Months Ended June 2016 vs. June 2015
 
 
Cents
Description
 
 
(2)¢
Retail Sales
 
 
13
Retail Revenue Impacts
 
 
Weather
 
 
(1)
Wholesale Operations
 
 
4
Non-Fuel O&M
 
 
(3)
Depreciation and Amortization
 
 
(1)
Taxes Other Than Income Taxes
 
 
1
Other Income and Deductions
 
 
(4)
Interest Expense
 
 
Total Traditional Electric Operating Companies
 
 
Southern Power
 
 
(3)
Acquisition Debt Financing Costs
 
 
(4)
Other Parent and Non-Utility Subsidiaries
 
 
(7)¢
Parent and Other
 
 
(2)¢
Increase in Shares
 
 
Total Change in QTD EPS (Excluding Items)
 
 
(1)
Estimated Loss on Kemper IGCC1
 
 
(3)
Acquisition Costs2
 
 
(1)¢
Total Change in QTD EPS (As Reported)
 
 
Notes
- All figures in this earnings release are preliminary and remain subject to the completion of normal quarter-end accounting procedures and adjustments, which could result in changes to these preliminary results. In addition, certain classifications and rounding may be different from final results published in the Form 10-Q.
 
(1) The estimated probable losses relating to Mississippi Power Company's construction of the integrated coal gasification combined cycle facility in Kemper County, Mississippi (Kemper IGCC) significantly impacted the presentation of earnings and earnings per share for the three months ended June 30, 2016 and 2015. Similar charges may occur with uncertain frequency.
 
(2) Earnings for the three months ended June 30, 2016 include costs related to the acquisitions of Southern Company Gas (formerly known as AGL Resources Inc.) and PowerSecure International, Inc. Further costs are expected to continue to occur in connection with the related integrations.
 


EX-99.05 6 ex9905-consolidatedearning.htm EXHIBIT 99.05 Exhibit


Exhibit 99.05
 
Southern Company
Consolidated Earnings
As Reported
(In Millions of Dollars)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June
 
Year-to-Date June
 
 
2016
 
2015
 
Change
 
2016
 
2015
 
Change
Income Account-
 
 
 
 
 
 
 
 
 
 
 
 
Retail Revenues-
 
 
 
 
 
 
 
 
 
 
 
 
Fuel
 
$
998

 
$
1,130

 
$
(132
)
 
$
1,873

 
$
2,218

 
$
(345
)
Non-Fuel
 
2,750

 
2,584

 
166

 
5,251

 
5,038

 
213

Wholesale Revenues
 
446

 
448

 
(2
)
 
842

 
915

 
(73
)
Other Electric Revenues
 
166

 
162

 
4

 
348

 
325

 
23

Other Revenues
 
93

 
13

 
80

 
117

 
24

 
93

Total Revenues
 
4,453

 
4,337

 
116

 
8,431

 
8,520

 
(89
)
Fuel and Purchased Power
 
1,212

 
1,371

 
(159
)
 
2,288

 
2,727

 
(439
)
Cost of Sales
 
54

 

 
54

 
62

 

 
62

Non-fuel O & M
 
1,099

 
1,100

 
(1
)
 
2,205

 
2,222

 
(17
)
Depreciation and Amortization
 
569

 
500

 
69

 
1,110

 
987

 
123

Taxes Other Than Income Taxes
 
255

 
245

 
10

 
511

 
497

 
14

Estimated Loss on Kemper IGCC
 
38

 
23

 
15

 
91

 
32

 
59

Total Operating Expenses
 
3,227

 
3,239

 
(12
)
 
6,267

 
6,465

 
(198
)
Operating Income
 
1,226

 
1,098

 
128

 
2,164

 
2,055

 
109

Allowance for Equity Funds Used During Construction
 
45

 
39

 
6

 
98

 
102

 
(4
)
Interest Expense, Net of Amounts Capitalized
 
293

 
180

 
113

 
539

 
393

 
146

Other Income (Expense), net
 
(28
)
 
(12
)
 
(16
)
 
(54
)
 
(19
)
 
(35
)
Income Taxes
 
288

 
302

 
(14
)
 
510

 
576

 
(66
)
Consolidated Net Income
 
662

 
643

 
19

 
1,159

 
1,169

 
(10
)
Less:
 
 
 
 
 
 
 
 
 
 
 
 
Dividends on Preferred and Preference Stock of Subsidiaries
 
12

 
14

 
(2
)
 
23

 
31

 
(8
)
Net Income Attributable to Noncontrolling Interests
 
12

 

 
12

 
13

 

 
13

CONSOLIDATED NET INCOME ATTRIBUTABLE TO SOUTHERN COMPANY
 
$
638

 
$
629

 
$
9

 
$
1,123

 
$
1,138

 
$
(15
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes
 
 
 
 
 
 
 
 
 
 
 
 
- Certain prior year data may have been reclassified to conform with current year presentation.
 
 
 
 
 
 
 
 
 
 
 
 
 
- All figures in this earnings release are preliminary and remain subject to the completion of normal quarter-end accounting procedures and adjustments, which could result in changes to these preliminary results. In addition, certain classifications and rounding may be different from final results published in the Form 10-Q.
 
 
 
 
 
 
 
 
 
 
 
 
 
 


EX-99.06 7 ex9906-kilowattxhoursalesq.htm EXHIBIT 99.06 Exhibit


Exhibit 99.06
 
Southern Company
Kilowatt-Hour Sales
(In Millions of KWHs)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June
 
Year-to-Date June
As Reported
 
2016
 
2015
 
Change
 
Weather Adjusted Change
 
2016
 
2015
 
Change
 
Weather Adjusted Change*
Kilowatt-Hour Sales-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Sales
 
47,572

 
47,878

 
(0.6
)%
 
 
 
93,048

 
94,123

 
(1.1
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Retail Sales-
 
39,426

 
40,072

 
(1.6
)%
 
(1.4
)%
 
77,465

 
79,281

 
(2.3
)%
 
(0.5
)%
Residential
 
12,443

 
12,548

 
(0.8
)%
 
(0.2
)%
 
25,045

 
26,125

 
(4.1
)%
 
0.6
 %
Commercial
 
13,381

 
13,654

 
(2.0
)%
 
(1.9
)%
 
25,704

 
26,069

 
(1.4
)%
 
(0.6
)%
Industrial
 
13,382

 
13,645

 
(1.9
)%
 
(1.9
)%
 
26,270

 
26,633

 
(1.4
)%
 
(1.5
)%
Other
 
220

 
225

 
(1.9
)%
 
(1.9
)%
 
446

 
454

 
(1.8
)%
 
(1.7
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Wholesale Sales
 
8,146

 
7,806

 
4.4
 %
 
N/A

 
15,583

 
14,842

 
5.0
 %
 
N/A

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Note
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*Also reflects adjustment of 2015 KWH sales consistent with Mississippi Power's updated methodology to estimate the unbilled revenue allocation among customer classes implemented in the first quarter 2015.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


EX-99.07 8 ex9907-financialoverviewq2.htm EXHIBIT 99.07 Exhibit





Exhibit 99.07
 
Southern Company
Financial Overview
As Reported
(In Millions of Dollars)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June
 
Year-to-Date June
 
 
2016
 
2015
 
% Change
 
2016
 
2015
 
% Change
Consolidated –
 
 
 
 
 
 
 
 
 
 
 
 
Operating Revenues
 
$
4,453

 
$
4,337

 
2.7
 %
 
$
8,431

 
$
8,520

 
(1.0
)%
Earnings Before Income Taxes
 
950

 
945

 
0.5
 %
 
1,669

 
1,745

 
(4.4
)%
Net Income Available to Common
 
638

 
629

 
1.4
 %
 
1,123

 
1,138

 
(1.3
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
Alabama Power –
 
 
 
 
 
 
 
 
 
 
 
 
Operating Revenues
 
$
1,444

 
$
1,455

 
(0.8
)%
 
$
2,776

 
$
2,856

 
(2.8
)%
Earnings Before Income Taxes
 
358

 
329

 
8.8
 %
 
621

 
621

 
 %
Net Income Available to Common
 
211

 
200

 
5.5
 %
 
367

 
369

 
(0.5
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
Georgia Power –
 
 
 
 
 
 
 
 
 
 
 
 
Operating Revenues
 
$
2,051

 
$
2,016

 
1.7
 %
 
$
3,923

 
$
3,994

 
(1.8
)%
Earnings Before Income Taxes
 
565

 
462

 
22.3
 %
 
998

 
842

 
18.5
 %
Net Income Available to Common
 
347

 
277

 
25.3
 %
 
616

 
513

 
20.1
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Gulf Power –
 
 
 
 
 
 
 
 
 
 
 
 
Operating Revenues
 
$
365

 
$
384

 
(4.9
)%
 
$
700

 
$
741

 
(5.5
)%
Earnings Before Income Taxes
 
61

 
59

 
3.4
 %
 
112

 
121

 
(7.4
)%
Net Income Available to Common
 
34

 
35

 
(2.9
)%
 
63

 
72

 
(12.5
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
Mississippi Power –
 
 
 
 
 
 
 
 
 
 
 
 
Operating Revenues
 
$
277

 
$
275

 
0.7
 %
 
$
533

 
$
552

 
(3.4
)%
Earnings Before Income Taxes
 
29

 
66

 
(56.1
)%
 
30

 
105

 
(71.4
)%
Net Income Available to Common
 
28

 
49

 
(42.9
)%
 
39

 
84

 
(53.6
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
Southern Power –
 
 
 
 
 
 
 
 
 
 
 
 
Operating Revenues
 
$
373

 
$
337

 
10.7
 %
 
$
688

 
$
684

 
0.6
 %
Earnings Before Income Taxes
 
60

 
53

 
13.2
 %
 
87

 
98

 
(11.2
)%
Net Income Available to Common
 
89

 
46

 
93.5
 %
 
139

 
79

 
75.9
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Note
 
 
 
 
 
 
 
 
 
 
 
 
- All figures in this earnings release are preliminary and remain subject to the completion of normal quarter-end accounting procedures and adjustments, which could result in changes to these preliminary results. In addition, certain classifications and rounding may be different from final results published in the Form 10-Q.
 


GRAPHIC 9 socologoa02.gif begin 644 socologoa02.gif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