8-K

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): May 11, 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))

Item 2.02. Results of Operations and Financial Condition

Item 7.01. Regulation FD Disclosure

Southern Union Company (the “Company”) issued a press release on May 11, 2009, reporting its 2009 first quarter results and confirming an investor call scheduled for 9 a.m. (ET) today to discuss those results.  The Company is furnishing the press release, attached as Exhibit 99.1, pursuant to Item 2.02 and Item 7.01.

The press release contains earnings guidance affirming expected financial performance for the year ending December 31, 2009. The earnings guidance presented in the press release 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 earnings release, the Company uses earnings before interest and taxes (EBIT) and adjusted EBIT, non-GAAP financial measures, as performance measures to evaluate Company and 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 EBIT 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; and (v) loss on extinguishment of preferred stock. EBIT may not be comparable to measures used by other companies. Additionally, EBIT should be considered in conjunction with net earnings and other performance measures such as operating income or operating cash flow.  In the earnings release, the Company reported adjusted EBIT for its 2009 first quarter results by (i) excluding mark-to-market unrealized losses on open economic hedges of 2009 processing spreads; (ii) including mark-to-market gains recognized in a prior accounting period, but excluded from the prior period's adjusted earnings; and (iii) excluding a charge to increase repair and abandonment costs related to certain of the Company's offshore facilities resulting from Hurrican Ike damage.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.                             Exhibit

  99.1     Press Release issued by Southern Union Company dated May 11, 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:  May 11, 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  Press Release issued by Southern Union Company dated May 11, 2009.

EX-99.1

09-XX

For further information:

John F. Walsh

Vice President - Investor Relations

Southern Union Company

212-659-3208

SOUTHERN UNION ANNOUNCES 1Q RESULTS;

REAFFIRMS 2009 GUIDANCE

· First Quarter Adjusted EPS of $.59; Reported EPS of $.36

HOUSTON, May 11, 2009 – Southern Union Company (NYSE: SUG) today reported net earnings available for common stockholders for the quarter ended March 31, 2009 of $44.1 million ($.36 per share) compared with $78.6 million ($.64 per share) in the prior year.

Adjusted net earnings available for common stockholders for the current quarter were $73.1 million ($.59 per share).  Adjusted net earnings for the quarter exclude a $10.1 million ($.08 per share) charge to increase the provision for repair and abandonment costs as a result of damage to the company’s Sea Robin pipeline system caused by Hurricane Ike and a $9.7 million ($.08 per share) mark-to-market unrealized loss on open economic hedges of 2009 processing spreads.  Adjusted net earnings include a $9.2 million ($.07 per share) mark-to-market gain on economic hedges which was recognized in a prior accounting period but excluded from the prior period’s adjusted earnings.  Adjusted items are shown on an after-tax basis.  By calculating adjusted net earnings available for common stockholders, the company believes it presents its earnings in a manner more consistent with the presentation used by the investment community in its evaluation of the company's earnings.  A reconciliation of net earnings to adjusted net earnings for the quarter is set forth in the following table.

	Three months ended March 31,
($000s, except per share amounts)	2009		2008
Net earnings available for common stockholders	$	44,086	$	78,567
After-tax adjustments:
Increase to provision for repair and abandonment costs	$	10,091	$	-
MTM loss on open economic hedges	$	9,723	$	-
MTM gain recorded in prior accounting period	$	9,172	$	-
Adjusted net earnings available for common stockholders	$	73,072	$	78,567
Reported net earnings per share available for common stockholders	$	0.36	$	0.64
Adjusted net earnings per share available for common stockholders	$	0.59	$	0.64

The company further estimates that Hurricane Ike negatively impacted the quarter by an additional $2.1 million ($.02 per share) on an after-tax basis, a result of a $3.4 million reduction in transportation revenue compared to the prior year due to reduced volumes flowing after Hurricane Ike.

For the three months ended March 31, 2009, net operating revenues, calculated as revenue less cost of gas and other energy and revenue-related taxes, decreased $37.0 million or 11.4% to $286.6 million from $323.6 million in the prior year.  Adjusted net operating revenues, which includes the adjustments for mark-to-market accounting, was $316.8 million during the quarter, or a decrease of $6.8 million.  A reconciliation of operating revenue to net operating revenue and adjusted net operating revenue is available at the end of this press release.  The decrease in net operating revenue was primarily related to lower realized commodity prices at the company’s gathering and processing segment.

The company uses earnings before interest and taxes (“EBIT”), or adjusted EBIT, as appropriate, as its primary measures of evaluating financial performance.  EBIT and adjusted EBIT are non-GAAP measures and should be used in conjunction with net earnings and other financial measures such as operating income or net cash flows provided by operating activities.  For the three months ended March 31, 2009, Southern Union reported adjusted EBIT of $160.5 million compared with adjusted EBIT of $170.6 million in the prior period.  The decrease was primarily related to lower realized commodity prices at the company’s gathering and processing segment.  By calculating adjusted EBIT, the company believes it presents its financial performance in a manner more consistent with the presentation used by the investment community in its evaluation of the company's financial performance.  A reconciliation of EBIT to adjusted EBIT and EBIT to net earnings is available at the end of this press release.

Management’s Perspective

Commenting on the quarter, George L. Lindemann, chairman and CEO, said, “Given the overall commodity price environment of the first quarter, we were pleased with the operational and financial results of the company.  Our stable, fee based businesses continue to drive results in line with our expectations and as such we are pleased to reaffirm our 2009 earnings guidance.”

President and COO Eric D. Herschmann added, “We are happy with the continued progress that we are making on our organic growth projects.  Trunkline LNG’s Infrastructure Enhancement Project remains on track for an early third quarter in service date.  Additionally, the recent senior note offering at our Florida Gas Transmission affiliate, which will help support the Phase VIII expansion project, was very well received by the market.”

Key Factors Impacting First Quarter 2009 Performance Relative to Prior Year

·   Southern Union’s transportation and storage segment posted adjusted EBIT of $109.3 million, compared with $114.1 million in the prior year.  Adjusted EBIT for the quarter excludes a $16.1 million charge to increase the provision for repair and abandonment costs as a result of damage to the company’s Sea Robin pipeline system caused by Hurricane Ike.  The $4.8 million decrease was primarily attributable to a $4.3 million decrease in adjusted EBIT at Panhandle Energy, which includes Panhandle Eastern Pipeline Company, LP and its subsidiaries.  Panhandle Energy saw higher operating revenues of $5.2 million, offset by higher operating expenses of $6.1 million and higher depreciation and amortization expense of $2.8 million.  The increase in operating revenues was largely due to a $5 million increase in parking revenue, a $2.2 million increase in reservation revenue, primarily a result of the Trunkline Field Zone Expansion project, offset by a $3.4 million decrease in transportation commodity revenue as a result of lower volumes flowing on the company’s Sea Robin system following Hurricane Ike.  The operating expense increase includes $2 million of contract storage costs resulting from an increase in leased storage capacity, a $1.3 million charge to record a lower of cost or market adjustment for system gas and a $1.2 million increase in LNG power costs recovered through a reimbursement mechanism.

·   The gathering and processing segment reported adjusted EBIT of $18.7 million compared with $28.6 million in the prior year.  Adjusted EBIT for the quarter excludes $15.5 million of mark-to-market unrealized losses on open economic hedges of 2009 processing spreads and includes $14.6 million of mark-to-market gains recognized in a prior accounting period, but excluded from the prior period’s adjusted earnings.  Gross margin decreased by $12.1 million, after accounting for the mark-to-market adjustments, primarily due to lower realized natural gas and natural gas liquids prices.  Operating expenses decreased by $3.3 million, primarily due to a $1.1 million decrease in maintenance and contract service costs as a result of the company’s 2009 cost reduction initiative, a $500,000 decrease in chemical and lubricant costs and a $400,000 decrease in utility costs.  Depreciation expense increased by $1 million during the period due to an increase in property, plant and equipment.

·   EBIT for the company’s distribution segment increased $3.2 million to $31.6 million for the quarter.  Increased EBIT for the segment was largely due to a $3.5 million insurance settlement received during the quarter.

2009 Earnings Guidance

Southern Union reaffirms its 2009 net earnings of $1.45 to $1.60 per share (GAAP basis) and adjusted net earnings of $1.75 to $1.90 per share.  Adjusted net earnings attribute the impact of previously-accrued mark-to-market unrealized gains on economic hedges of 2009 processing spreads to 2009 adjusted net earnings.  Adjusted net earnings also exclude the increase to the provision for repair and abandonment costs as a result of damage to the company’s Sea Robin pipeline system caused by Hurricane Ike.

Quarterly Report on Form 10-Q

Southern Union will provide additional information about its first quarter 2009 results in its quarterly report on Form 10-Q expected to be filed today with the Securities and Exchange Commission.  Once made, this filing may be accessed through the Investors section of the company’s web site at www.sug.com.

Investor Call & Webcast

Southern Union will host a live investor call and webcast today at 9:00 a.m. Eastern time to discuss results, recent events and outlook.  To access the call, dial 866-700-6979 (international callers dial 617-213-8836) and enter the passcode 99150075.  A replay of the call will be available for one week after the event by dialing 888-286-8010 (international callers dial 617-801-6888) and entering passcode 16283492.  The webcast may be accessed online through the Investor’s section of the company’s web site at www.sug.com.

About Southern Union Company

Southern Union Company, headquartered in Houston, is one of the nation’s leading diversified natural gas companies, engaged primarily in the transportation, storage, gathering, processing and distribution of natural gas. The company owns and operates one of the nation’s largest natural gas pipeline systems with approximately 20,000 miles of gathering and transportation pipelines and North America’s largest liquefied natural gas import terminal, along with serving more than half a million natural gas end-user customers in Missouri and Massachusetts.  For further information, visit www.sug.com.

Forward-Looking Information

This news release 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.

Select Financial Information

The following table sets forth unaudited financial information for the company for the three months ended March 31, 2009 and 2008.

	Three months ended March 31,
	2009			2008
	(In thousands, except per share amounts)
Operating revenues	$	683,863		$	952,698
Operating expenses:
Cost of gas and other energy		380,062			610,169
Operating, maintenance and general		128,677			108,910
Depreciation and amortization		52,470			48,623
Revenue-related taxes		17,206			18,950
Taxes, other than on income and revenues		13,741			12,491
Total operating expenses		592,156			799,143
Operating income		91,707			153,555
Other income (expenses):
Interest expense		(48,370	)		(50,701	)
Earnings from unconsolidated investments		16,573			16,729
Other, net		5,962			338
Total other income (expenses), net		(25,835	)		(33,634	)
Earnings before income taxes		65,872			119,921
Federal and state income tax expense		19,615			37,013
Net earnings		46,257			82,908
Preferred stock dividends		(2,171	)		(4,341	)
Net earnings available for common stockholders	$	44,086		$	78,567
Net earnings available for common stockholders per share:
Basic	$	0.36		$	0.65
Diluted	$	0.36		$	0.64
Dividends declared on common stock per share	$	0.15		$	0.15
Weighted average shares outstanding:
Basic		124,045			121,803
Diluted		124,075			122,139

Select Financial Information Continued

The following table sets forth certain selected financial information for the company for the periods presented.

	March 31,			December 31,
	2009			2008
	(In thousands of dollars)
Total assets	$	7,817,558		$	7,997,907
Long Term Debt		3,157,069			3,257,434
Short term debt and notes payable		464,165			462,082
Preferred stock		115,000			115,000
Common equity		2,283,878			2,252,952
Total capitalization		6,020,112			6,087,468
	Three months ended March 31,
	2009			2008
Cash flow information:	(In thousands of dollars)
Cash flow provided by operating activities	$	236,730		$	239,554
Changes in working capital		121,341			74,823
Net cash flow provided by operating activities
before changes in working capital		115,389			164,731
Net cash flow used in investing activities		(118,565	)		(215,598	)
Net cash flow provided by financing activities		(116,954	)		3,043
Change in cash and cash equivalents	$	1,211		$	26,999

Select Non-GAAP Financial Information

The following table sets forth certain selected financial information for the company’s segments for the periods presented.

	Three Months Ended March 31,
Segment Data	2009			2008
	(In thousands)
Revenues from external customers:
Transportation and Storage	$	192,295		$	187,051
Gathering and Processing		168,305			415,662
Distribution		322,024			348,635
Total segment operating revenues		682,624			951,348
Corporate and other		1,239			1,350
	$	683,863		$	952,698
Depreciation and amortization:
Transportation and Storage	$	27,863		$	25,061
Gathering and Processing		16,413			15,470
Distribution		7,671			7,572
Total segment depreciation and amortization		51,947			48,103
Corporate and other		523			520
	$	52,470		$	48,623
EBIT:
Transportation and Storage segment	$	93,222		$	114,100
Gathering and Processing segment		(11,433	)		28,556
Distribution segment		31,638			28,482
Corporate and other		815			(516	)
Total EBIT		114,242			170,622
Interest expense		48,370			50,701
Earnings before income taxes		65,872			119,921
Federal and state income tax expense		19,615			37,013
Net Earnings		46,257			82,908
Preferred stock dividends		2,171			4,341
Net earnings available for common stockholders	$	44,086		$	78,567

The Company evaluates segment performance based on several factors, of which the primary financial measure is earnings before interest and taxes (EBIT).  EBIT allows management and investors to more effectively evaluate the performance of all of the Company’s consolidated subsidiaries and unconsolidated investments.  The Company defines EBIT as net earnings available for common shareholders, adjusted for: (i) items that do not impact earnings, such as extraordinary items, discontinued operations and the impact of changes in accounting principles; (ii) income taxes; (iii) interest; (iv) dividends on preferred stock; and (v) loss on extinguishment of preferred stock.

Select Non-GAAP Financial Information

The following tables set forth a reconciliation of EBIT to adjusted EBIT (a non-GAAP measure) for the company and select business segments for the three months ended March 31, 2009 and 2008.

	Three months ended March 31,
	2009			2008
	(In thousands of dollars)
Southern Union Company:
Reported EBIT	$	114,242		$	170,622
Adjustments:
Increase to provision for repair and abandonment costs		16,106			-
Mark-to-market losses on open economic hedges		15,518			-
Mark-to-market gains recognized in prior periods		14,639			-
Adjusted EBIT	$	160,505		$	170,622
Gathering & processing segment:
Reported EBIT	$	(11,433	)	$	28,556
Adjustments:
Mark-to-market losses on open economic hedges		15,518			-
Mark-to-market gains recognized in prior periods		14,639			-
Adjusted EBIT	$	18,724		$	28,556
Transportation & storage segment:
Reported EBIT	$	93,222		$	114,100
Adjustments:
Increase to provision for repair and abandonment costs		16,106			-
Adjusted EBIT	$	109,328		$	114,100

Select Financial Information Non-GAAP

The following tables set forth a reconciliation of operating revenues to net operating revenues and adjusted net operating revenues for the company for the three months ended March 31, 2009 and 2008.

	Three Months Ended March 31,
	2009			2008
	(In thousands of dollars)
Operating revenues	$	683,863		$	952,698
Cost of gas and other energy		(380,062	)		(610,169	)
Revenue-related taxes		(17,206	)		(18,950	)
Net operating revenues		286,595			323,579
Adjustments:
Mark-to-market losses on open economic hedges		15,518			-
Mark-to-market gains recognized in prior periods		14,639
Adjusted net operating revenues	$	316,752		$	323,579

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