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) October 21, 2004
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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 filed 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 filed
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 October 21, 2004, The Southern Company ("Southern Company") issued a
press release regarding its earnings for the periods ended September 30, 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 three months and nine months ended September 30, 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 nine months ended September 30, 2003 to exclude a
one-time after-tax gain of $88 million related to the termination of all
long-term wholesale power contracts with Dynegy, Inc. After adjusting for
revenues that would have been recognized in 2003 had the contracts remained in
place, the adjusted gain for 2003 was $83 million, or 11 cents per share.
Including the impact of the Dynegy settlement, reported earnings for the nine
months ended September 30, 2003 were $1.35 billion, or $1.86 per share. Southern
Company believes that this non-GAAP financial measure is useful to investors
because the item excluded is not indicative of Southern Company's continuing
operating results and is 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 periods ended September 30, 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: October 21, 2004 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