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~~June 315, 2023

Commission
File Number

Registrant,
State of Incorporation,
Address and Telephone Number

I.R.S. Employer
Identification No.

1-14174

Southern Company Gas

58-2210952

(A Georgia Corporation)

Ten Peachtree Place, NE

Atlanta, Georgia 30309

(404) 584-4000

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:


☐			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))

Securities registered pursuant to Section 12(b) of the Act:

None

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 ☐

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. ☐


Item 8.01.			Other Events.

On ~~January~~June 315, 2023, the Illinois Commerce Commission (the “Illinois Commission”) concluded its review of the Qualifying Infrastructure Plant (“QIP”) capital investments by Northern Illinois Gas Company (“Nicor Gas”), a wholly-owned subsidiary of Southern Company Gas, ~~filed~~for acalendar ~~general~~year ~~base~~2019 ~~rate~~under ~~case~~the ~~with~~QIP ~~the~~Rider, ~~Illinois~~or ~~Commerce~~Investing ~~Commission~~in ~~(the~~Illinois, “program. The Illinois Commission”) ~~requesting~~disallowed a$32 million of the $~~321~~415 million ~~increase~~of inrequested ~~annual~~QIP ~~base~~capital ~~rate~~investments ~~revenues~~for 2019 incurred by Nicor Gas, ~~including~~together ~~$59~~with ~~million~~the related toreturn ~~the~~on ~~recovery~~investment. Nicor ofGas ~~investments~~is ~~under~~analyzing the ~~Investing~~Illinois inCommission’s ~~Illinois~~order ~~program~~and ~~through~~estimates ~~December~~a ~~31,~~range ~~2023.~~of ~~The~~possible ~~requested~~outcomes ~~increase~~of isapproximately ~~based~~$38 onmillion to $44 million in disallowances. Nicor Gas will record a ~~projected~~pre-tax ~~test~~charge ~~year~~to ~~for~~income in the ~~12-month~~second ~~period~~quarter ~~ending~~2023 ~~December~~of ~~31,~~approximately ~~2024,~~$38 amillion ~~return~~($28 onmillion ~~equity~~after tax) associated with the disallowance of 10capital investments.~~35%~~ Nicor ~~and~~Gas andefends ~~equity~~these ~~ratio~~investments ofin ~~54.5%.~~infrastructure ~~Further,~~as ~~Nicor~~prudently ~~Gas~~incurred isand ~~seeking~~intends to ~~recover~~request anrehearing ~~additional~~by ~~$32~~the ~~million~~Illinois ~~under~~Commission ~~three~~and, ~~proposed~~if ~~riders~~necessary, appeal to the Illinois Appellate Court.

~~The~~Nicor ~~Illinois~~Gas’ ~~Commission~~capital isexpenditures ~~expected~~related to ~~rule~~qualifying onprojects under the ~~requested~~Investing ~~increase~~in ~~within~~Illinois ~~the~~program ~~11-month~~totaled ~~statutory~~$389 ~~time~~million, ~~limit~~$408 million, ~~after~~$437 ~~which~~million, ~~rate~~and ~~adjustments~~$62 ~~will~~million bein ~~effective.~~2020, 2021, 2022, and year-to-date through March 31, 2023, respectively. The ~~ultimate~~proceedings ~~outcome~~to ofreview ~~this~~Nicor ~~matter~~Gas’ ~~cannot~~QIP beinvestments ~~determined~~for 2020-2022 are pending before the Illinois Commission, including Nicor Gas’ testimony demonstrating that these additional investments in infrastructure are reasonable and prudently incurred. However, at this time, a schedule has not been established for other parties to file testimony in those proceedings. Any cost disallowances by the Illinois Commission in these pending cases could have a material adverse effect on the financial statements of Nicor Gas and Southern Company Gas.

The ultimate outcome of these matters cannot be determined at this time.

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 3, 2023	SOUTHERN COMPANY GAS
Date: June 21, 2023	SOUTHERN COMPANY GAS
	By:	/s/ Melissa K. Caen
		Melissa K. CaenAssistant Secretary

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