Southern : Current report filing

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)

January 1, 2019

Commission File NumberRegistrant, State of Incorporation, Address And Telephone NumberI.R.S. Employer Identification No.

1-3526

The Southern Company (A Delaware Corporation)

58-0690070

30 Ivan Allen Jr. Boulevard, N.W. Atlanta, Georgia 30308

[phone]

The name and address of the registrant have not changed since the last report.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

• o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

• o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

• o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

• o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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).

Emerging growth company o

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. o

Item 2.01. Completion of Acquisition or Disposition of Assets.

On January 1, 2019, The Southern Company ("Southern Company") completed the sale of all of the capital stock of Gulf

Power Company to 700 Universe, LLC ("Purchaser"), a wholly-owned subsidiary of NextEra Energy, Inc. ("NextEra"), for an aggregate cash purchase price of approximately $4.5 billion, subject to customary working capital adjustments.

This closing represents the completion of a series of transactions among Southern Company, certain of its subsidiaries,

Purchaser and NextEra. Previously, on December 4, 2018, Southern Power Company completed the sale of all of the equity interests in (i) Southern Company - Oleander LLC, the indirect owner of the Oleander Power Project in Cocoa, Florida, and (ii) Southern

Company - Florida LLC, the owner of an undivided 65% interest in the Stanton Energy Center Combined Cycle Unit A located near

Orlando, Florida, to Purchaser for an aggregate cash purchase price of $203 million, subject to customary working capital adjustments. In addition, on July 29, 2018, Southern Company Gas completed the sale of Pivotal Utility Holdings, Inc., including its

Florida City Gas business, to Purchaser for an aggregate cash purchase price of $530 million (less $3 million of indebtedness assumed at closing for customer deposits) and an additional $60 million for cash and other working capital, which includes the final working capital adjustment.

The description of the transactions referenced above is qualified in its entirety by reference to the full text of (i) the Stock

Purchase Agreement, dated as of May 20, 2018, filed as Exhibit 2(a)1 to Southern Company's Current Report on Form 8-K dated

May 23, 2018 (the "May 2018 Form 8-K"), (ii) the Stock Purchase Agreement,

2

dated as of May 20, 2018, filed as Exhibit 2(a)2 to the May 2018 Form 8-K, and (iii) the Equity Interest Purchase Agreement, dated as of May 20, 2018, filed as Exhibit 2(a)3 to the May 2018 Form 8-K, each of which is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

Unaudited pro forma condensed consolidated financial information as of September 30, 2018 and for the nine months ended

September 30, 2018 and the year ended December 31, 2017 is attached hereto as Exhibit 99.1.

(d) Exhibits.

99.1 Unaudited pro forma condensed consolidated financial information.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 4, 2019

THE SOUTHERN COMPANYBy

/s/Melissa K. Caen

Melissa K. Caen Assistant Secretary

3

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

The Unaudited Pro Forma Condensed Consolidated Financial Statements (pro forma financial statements) have been derived from the historical consolidated financial statements of The Southern Company (Southern Company).

The Unaudited Pro Forma Condensed Consolidated Statements of Income for the nine months ended September 30, 2018 and the year ended December 31, 2017 (pro forma statements of income) give effect to the sale of the following four wholly-owned subsidiaries to a subsidiary of NextEra Energy, Inc. (Divestitures) as if they were completed on January 1, 2017:

• • Gulf Power Company (Gulf Power), sold on January 1, 2019;

• • Southern Company - Oleander LLC (Oleander) and Southern Company - Florida LLC (Stanton) (owned by Southern Power Company), sold on December 4, 2018; and

• • Pivotal Utility Holdings, Inc. (PUHI), including its Florida City Gas business (owned by Southern Company Gas), sold on July 31, 2018.

The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2018 (pro forma balance sheet) gives effect to the sales of Gulf Power, Oleander, and Stanton as if they were completed on September 30, 2018. Proceeds of $530 million received in the sale of PUHI and the related pay down of $276 million in debt are reflected in the historical balance sheet of Southern Company at September 30, 2018.

The historical consolidated financial information has been adjusted in the pro forma financial statements (A) to give effect to pro forma events that are: (1) directly attributable to the Divestitures; (2) factually supportable; and (3) with respect to the statements of income, expected to have a continuing impact on the results of Southern Company, and (B) to eliminate historical events directly attributable to the Divestitures that are not, with respect to the statements of income, expected to have a continuing impact on the results of Southern Company.

Assumptions and estimates underlying the pro forma adjustments are described in the accompanying note, which should be read in connection with the pro forma financial statements. While the pro forma financial statements have been prepared based on preliminary estimates for the sales of Gulf Power, Oleander, and Stanton and are subject to final working capital adjustments, the final amounts recorded are not expected to be materially different from the information presented herein.

The pro forma financial statements have been presented for illustrative purposes only and are not necessarily indicative of the results of operations and financial position that would have been achieved had the Divestitures taken place on the dates indicated, or the future consolidated results of operations or financial position of Southern Company.

The pro forma financial statements also should be read in conjunction with:

• • the consolidated financial statements of Southern Company as of and for the year ended December 31, 2017 included in Southern Company's Annual Report on Form 10-K for the year ended December 31, 2017; and

• • the consolidated financial statements of Southern Company as of and for the nine months ended September 30, 2018 included in Southern Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.

Southern Company Unaudited Pro Forma Condensed Consolidated Statements of Income

For the Nine Months Ended September 30, 2018

Southern CompanyDivestituresPro Forma AdjustmentsPro Forma

Operating Revenues: Retail electric revenues Wholesale electric revenues Other electric revenues Natural gas revenues Other revenues

Total operating revenues Operating Expenses: Fuel

Purchased power Cost of natural gas Cost of other sales

Other operations and maintenance Depreciation and amortization Taxes other than income taxes

Estimated loss on plants under construction (Gain) loss on dispositions, net Impairment charges

Total operating expenses Operating Income

Other Income and (Expense):

Allowance for equity funds used during construction Earnings from equity method investments

Interest expense, net of amounts capitalized Other income (expense), net

Total other income and (expense)

Earnings Before Income Taxes Income taxes

Consolidated Net Income

Dividends on preferred and preference stock of subsidiaries

Net income attributable to noncontrolling interests Consolidated Net Income Attributable to Southern Company

Common Stock Data: Earnings per share -

Basic

Diluted

Average number of shares of common stock outstanding (in millions)

$

• 11,913 $

(in millions)

(932) $

1,923

(183)-1,740

509

- $ 10,981

(50) - 459

2,806

(56)-2,750

1,007

- - 1,007

18,158

(1,221)

-16,937

3,514

(305)-3,209

760

(135) - 625

1,053

(16)-1,037

688

- - 688

4,217

(273)-3,944

2,338

(156) - 2,182

990

(97)-893

1,105 - - 1,105

(317)

197 14,5453,613

--

121(a) (196)

(119) (b) 78

(982)(239)

2

(2) 3,372

99 - - 99

108--108

(1,386)

42

79 (c)

(1,265)

195

2

-197

(984)

44

79 (861)

2,629

(195)

772,511

598

(11)

(51) (d) 536

2,031

(184)

1281,975

12 - - 12

71--71

$

1,948

$

(184)

$

128

$

1,892

$ 1.92$ 1.86

$ 1.91 $ 1.85

Basic

1,016 1,016

Diluted

1,0211,021