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Item 2.02
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Results of Operations and Financial Condition
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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 October 31, 2016, The Southern Company (“Southern Company”) issued a press release regarding its earnings for the three-month and nine-month periods ended September 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 nine-month periods ended September 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 nine-month periods ended September 30, 2016 and 2015, also include earnings and earnings per share (1) for the three-month and nine-month periods ended September 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 nine-month periods ended September 30, 2016 and 2015 excluding costs related to the acquisition and integration of Southern Company Gas (formerly known as AGL Resources Inc.) and for the three-month and nine-month periods ended September 30, 2016 excluding costs related to the acquisitions of PowerSecure International, Inc. and the 50% interest in Southern Natural Gas Company, L.L.C. (“SNG”), (3) for the nine-month period ended September 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”), (4) for the three-month and nine-month periods ended September 30, 2016 excluding earnings related to the equity return related to the Kemper IGCC schedule extension beyond August 31, 2016, (5) for the three-month and nine-month periods ended September 30, 2016 excluding earnings, net of acquisition and integration costs, related to Southern Company Gas, (6) for the three-month and nine-month periods ended September 30, 2016 excluding the debt financing costs related to the acquisition of Southern Company Gas, and (7) for the three-month and nine-month periods ended September 30, 2016 excluding common stock issued to finance a portion of the acquisition of the 50% interest in SNG. 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.
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Exhibits
The exhibits hereto contain business segment information for Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Southern Company Gas 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 nine-month periods ended September 30, 2016:
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Exhibit 99.01
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Press Release.
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Exhibit 99.02
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Financial Highlights.
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Exhibit 99.03
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Significant Factors Impacting EPS.
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Exhibit 99.04
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EPS Earnings Analysis.
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Exhibit 99.05
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Consolidated Earnings.
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Exhibit 99.06
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Kilowatt-Hour Sales.
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Exhibit 99.07
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Financial Overview.
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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.
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Date: October 31, 2016
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THE SOUTHERN COMPANY
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By
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/s/Ann P. Daiss
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Ann P. Daiss
Comptroller
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ALABAMA POWER COMPANY
GEORGIA POWER COMPANY
GULF POWER COMPANY
MISSISSIPPI POWER COMPANY
SOUTHERN COMPANY GAS
SOUTHERN POWER COMPANY
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By
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/s/Melissa K. Caen
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Melissa K. Caen
Assistant Secretary
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