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): August 5, 2010


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 ” ) today issued a press release reporting its 2010 second quarter results and confirming an investor call scheduled for 9 a.m. (ET) 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, 2010. 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 press release, the Company uses earnings before interest and taxes ( EBIT ) and adjusted EBIT as well as adjusted net earnings and adjusted net earnings per share; all 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 provides a full Regulation G reconciliation of the non-GAAP financial measures used to evaluate Company and segment performance in the press  release.

 
Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

   Exhibit No.                              Exhibit
 
 
 
 
Press Release issued by Southern Union Company dated August 5, 2010.
 
        
This 8-K includes forward-looking statements and projections.  The Company has made every reasonable effort to ensure that the information and assumptions on which these statements and projections are based are current, reasonable, and complete. However, a variety of factors could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this release.  Important factors that could cause actual results to differ materially from the projections, anticipated results or other expectations herein are enumerated in the Company’s Securities and Exchange Commission filings.  While the Company makes these statements and projections in good faith, neither the Company nor its management can guarantee that anticipated future results will be achieved. Reference must be made to those filings for additional important factors that may affect actual results. 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:  August 5, 2010
 
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 August 5, 2010.

 
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