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SUG > SEC Filings for SUG > Form 8-K on 26-Feb-2009All Recent SEC Filings

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Form 8-K for SOUTHERN UNION CO


26-Feb-2009

Regulation FD Disclosure, Financial Statements and Exhibits


Item 7.01 Regulation FD Disclosure

Southern Union Company (the "Company") today posted an investor presentation to its web-site related to its 2009 performance outlook. The presentation focuses on previously issued 2009 earnings guidance, projected adjusted EBITDA by business segment and projected capital expenditures by segment with the expenditures broken out by growth and maintenance capital.

The Company is furnishing the presentation as Exhibit 99.1. The 2009 outlook information presented herein under Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

In the attached presentation, the Company uses earnings before interest, taxes, depreciation and amortization (EBITDA) and adjusted EBITDA, non-GAAP financial measures, as performance measures to evaluate segment performance. As defined in Regulation G, "Conditions for Use of Non-GAAP Financial Measures," a non-GAAP financial measure is a numerical measure of a company's historical or future performance, financial position or cash flow that excludes (includes) amounts, or is subject to adjustments that have the effect of excluding (including) amounts, that are included (excluded) in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles (GAAP).

The Company defines EBITDA as net earnings (loss) available for common shareholders, adjusted for: (i) items that do not impact earnings (loss) from continuing operations, such as extraordinary items, discontinued operations and the impact of accounting changes; (ii) income taxes; (iii) interest; (iv) dividends on preferred stock; (v) loss on extinguishment of preferred stock; and
(vi) depreciation and amortization.. In using adjusted EBITDA, the Company takes into account (x) mark to market unrealized hedging gain or loss and (y) a non-cash equity allowance for funds used during construction with respect to the Company's interest in Citrus Corp.

EBITDA and adjusted EBITDA may not be comparable to measures used by other companies. Additionally, EBITDA and adjusted EBITDA should be considered in conjunction with net earnings and other performance measures such as operating income or operating cash flow.



Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No. Exhibit
99.1 2009 Outlook Presentation, dated February 26, 2009

This 8-K includes forward-looking statements. Although Southern Union believes that its expectations are based on reasonable assumptions, it can give no assurance that such assumptions will materialize. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein are enumerated in Southern Union's Forms 10-K and 10-Q as filed with the Securities and Exchange Commission. The Company assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by the Company, whether as a result of new information, future events, or otherwise.


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