suform8ka_030209.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2009

SOUTHERN UNION COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-6407	75-0571592
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5444 Westheimer Road

Houston, Texas

(Address of principal executive offices)

77056-5306

(Zip Code)

Registrant's telephone number, including area code: (713) 989-2000

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))

EXPLANATORY NOTE: On February 26, 2009, Southern Union Company (the “Company”) filed a Current Report on Form 8-K outlining its 2009 performance outlook (the “Original Filing”). The Company is furnishing this Amendment No. 1 to the Original Filing to amend certain business segment EBITDA and adjusted EBITDA calculations and projections contained in the presentation attached thereto as Exhibit 99.1. The updated presentation is filed herewith as Exhibit 99.1. Other than described above, all other information contained in the presentation and the Original Filing remains unchanged.

Item 7.01 Regulation FD Disclosure

Southern Union Company (the “Company”) today posted an updated 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 updated 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 updated 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.

Exhibit No. Exhibit

99.1	2009 Outlook Presentation, dated March 2, 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.

SIGNATURES

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 thereunto duly authorized.


	SOUTHERN UNION COMPANY
	(Registrant)
Date: March 2, 2009	By:	/s/ Robert M. Kerrigan, III
		Robert M. Kerrigan, III
		Vice President - Assistant General Counsel and Secretary

EXHIBIT INDEX

Exhibit No. Description

99.1	2009 Outlook Presentation, dated March 2, 2009