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 25, 2005
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Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
1-3526 The Southern Company 58-0690070
(A Delaware Corporation)
270 Peachtree Street, N.W.
Atlanta, Georgia 30303
(404) 506-5000
1-3164 Alabama Power Company 63-0004250
(An Alabama Corporation)
600 North 18th Street
Birmingham, Alabama 35291
(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
0-2429 Gulf Power Company 59-0276810
(A Maine Corporation)
One Energy Place
Pensacola, Florida 32520
(850) 444-6111
001-11229 Mississippi Power Company 64-0205820
(A Mississippi Corporation)
2992 West Beach
Gulfport, Mississippi 39501
(228) 864-1211
1-5072 Savannah Electric and Power Company 58-0418070
(A Georgia Corporation)
600 East Bay Street
Savannah, Georgia 31401
(912) 644-7171
333-98553 Southern Power Company 58-2598670
(A Delaware Corporation)
270 Peachtree Street, N.W.
Atlanta, Georgia 30303
(404) 506-5000
The addresses of the registrants have not changed since the last report.
This combined Form 8-K is furnished separately by seven registrants: The
Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power
Company, Mississippi Power Company, Savannah Electric and 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 registrant 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.
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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 January 25, 2005, The Southern Company ("Southern Company") issued a
press release regarding its earnings for the quarter and year ended December 31,
2004. 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 quarter and year ended December 31, 2004 is being
furnished as Exhibits 99.02 through 99.06 to this Current Report on Form 8-K.
Use of Non-GAAP Financial Measures
In the press release attached hereto as Exhibit 99.01, Southern
Company, in addition to presenting its earnings information in conformity with
accounting principles generally accepted in the U.S. ("GAAP"), has also provided
non-GAAP earnings data for the quarters and years ended December 31, 2004 and
2003. The non-GAAP earnings data for the quarter and year ended December 31,
2004 reflects an adjustment to exclude a one-time gain related to the resolution
of an IRS audit for the years 2000 and 2001, which had the net effect of
increasing earnings by $24 million, or 3 cents per share. The non-GAAP earnings
data for the quarter and year ended December 31, 2003 reflects an adjustment to
exclude a one-time after-tax expense of $37 million, or 5 cents per share,
associated with an interim state regulatory order in December 2003 related to
the request of Mississippi Power Company to place additional capacity from Plant
Daniel into retail rates. In addition, the non-GAAP earnings data for the year
ended December 31, 2003 reflects an adjustment to exclude a one-time after-tax
gain of $83 million in May 2003, or 11 cents per share, related to the
termination of all long-term wholesale contracts with Dynegy, Inc. as adjusted
for revenues that would have been recognized for the remainder of the year.
Southern Company believes that these non-GAAP financial measures are useful to
investors because the items excluded are not indicative of Southern Company's
continuing operating results and are excluded by Southern Company's management
for planning and forecasting purposes. 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, Gulf Power Company, Mississippi Power
Company, Savannah Electric and 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 quarter and year ended December
31, 2004:
Exhibit 99.01 Press Release.
Exhibit 99.02 Financial Highlights.
Exhibit 99.03 Significant Factors Impacting EPS.
Exhibit 99.04 Analysis of Consolidated Earnings.
Exhibit 99.05 Kilowatt-Hour Sales.
Exhibit 99.06 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: January 25, 2005 THE SOUTHERN COMPANY
By /s/W. Dean Hudson
W. Dean Hudson
Comptroller
ALABAMA POWER COMPANY
GEORGIA POWER COMPANY
GULF POWER COMPANY
MISSISSIPPI POWER COMPANY
SAVANNAH ELECTRIC AND POWER COMPANY
SOUTHERN POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary