Southern Company (SO) 10-K risk factor changes: FY2022 vs FY2021

The traditional electric operating companies and the natural gas distribution utilities seek to recover their costs, including [removed: compliance costs (including] a reasonable return on invested [removed: capital),] [added: capital,] through their retail rates, which must be approved by the applicable state PSC or other applicable state regulatory agency.

Additionally, the rates charged to wholesale customers by the traditional electric operating companies and Southern Power and the rates charged to natural gas transportation customers by Southern Company Gas' pipeline investments [removed: and for some of its storage assets] must be approved by the FERC.

Litigation over environmental issues and claims of various types, including property damage, personal injury, and citizen enforcement of environmental requirements has occurred throughout the [removed: U.S. This litigation has included, but is not limited to,][added: United States.]

[Table of [removed: Contents](#i11d6afaeae0747f28927061630a925e4_7)] [added: Contents](#i4edb778c706f4f2e83351ad068238e9e_7)] [Index to Financial [removed: Statements](#i11d6afaeae0747f28927061630a925e4_364)][added: Statements](#i4edb778c706f4f2e83351ad068238e9e_349)]

[added: limited to,] claims for damages alleged to have been caused by CO2 and other emissions, CCR, releases of regulated substances, alleged exposure to regulated substances, and/or requests for injunctive relief in connection with such matters.

In [removed: 2021,] [added: 2022,] scenarios included a wide range of fuel prices, load growth, and CO2 prices starting between $0 and $50 per metric ton of CO2 emitted and escalating over the 30-year horizon.

The financial performance of Southern Company and its subsidiaries depends on the successful operation of the electric generation, transmission, and distribution facilities, natural gas distribution [removed: and storage] facilities, and distributed generation storage technologies and the successful performance of necessary corporate functions.

There are many risks that could affect these matters, including operator error or failure of equipment or processes, accidents, operating limitations that may be imposed by environmental or other regulatory requirements or in connection with joint owner arrangements, labor disputes, physical attacks, fuel or material supply interruptions and/or shortages, transmission disruption or capacity constraints, including with respect to the Southern Company system's and third parties' transmission, storage, and transportation facilities, [added: inability to maintain reliability consistent with customer expectations as the traditional electric operating companies and Southern Power transition their generating fleets in support of the Southern Company system's net zero goal,] compliance with mandatory reliability standards, including mandatory cyber security standards, implementation of new technologies, technology system failures, cyber intrusions, environmental events, such as spills or releases, [added: supply chain disruptions, inflation,] and catastrophic events such as fires, earthquakes, explosions, floods, tornadoes, hurricanes and other storms, droughts, pandemic health events, political unrest, or other similar occurrences.

The six existing units are operated by Southern Nuclear and represented approximately [removed: 26%] [added: 22%] and [removed: 28%] [added: 27%] of the total KWHs generated by Alabama Power and Georgia Power, respectively, in the year ended December 31, [removed: 2021.][added: 2022.]

In addition, Southern Nuclear, on behalf of Georgia Power and the other Vogtle Owners, is managing the construction [added: and start-up] of Plant Vogtle Units 3 and 4.

Nuclear facilities are subject to environmental, safety, health, operational, and financial risks such as: the potential harmful effects on the environment and human health and safety resulting from a release of radioactive materials; uncertainties with respect to the ability to dispose of spent nuclear fuel and the need for longer term on-site storage; uncertainties with respect to the technological and financial aspects of decommissioning nuclear plants at the end of licensed lives and the ability to maintain and anticipate adequate capital reserves for decommissioning; limitations on the amounts and types of insurance commercially available to cover losses that might arise in connection with [removed: any] nuclear operations; and significant capital expenditures relating to maintenance, operation, security, and repair of these facilities.

Moreover, a major incident at any nuclear facility in the [removed: U.S.,] [added: United States,] including facilities owned and operated by third parties, could require Alabama Power and Georgia Power to make material contributory payments.

In addition, actual or potential threats of cyber intrusions or physical attacks could result in increased nuclear licensing or compliance [removed: costs that are difficult to predict.][added: costs.]

Transporting and storing natural gas [removed: involve] [added: involves] risks that may result in accidents and other operating risks and costs.

The location of pipelines and [added: underground natural gas] storage facilities near populated areas could increase the level of damage resulting from these risks.

Additionally, [removed: these pipeline] [added: pipelines] and [added: underground natural gas] storage facilities are subject to various state and other regulatory requirements.

Failure to comply with these requirements could result in substantial monetary [removed: penalties or potential early retirement of storage facilities, which could trigger an associated impairment.][added: penalties.]

The Southern Company system is dependent upon natural gas as a fuel source for its power generation needs, which [removed: not only] has the potential to [removed: impact] [added: impact, among other things,] the traditional electric operating companies' and Southern Power's costs of [removed: generation but the costs][added: generation.]

The robust growth in supply allowed natural gas prices to moderate and remain below $3 per mmBtu in recent years; however, demand increases [added: beginning] in 2021 [added: and continuing in 2022] resulted in price increases and high volatility.

In addition, the suppliers [added: and/or railroads] may be delayed in supplying or [added: delivering or] may not be required to supply [added: or deliver] coal under certain circumstances, such as in the event of a natural disaster.

If the traditional electric operating companies are unable to obtain their contracted coal requirements, they may be required to purchase [removed: their] [added: additional] coal [removed: requirements] at higher [removed: prices,] [added: prices or limit coal generation,] and these increased costs may not be recoverable through [removed: rates.][added: rates if deemed to be imprudently incurred.]

The railroad industry [removed: is] [added: has been] experiencing labor shortages, which [removed: could lead] [added: has led] to delays in coal [removed: deliveries or increased costs.][added: deliveries.]

The traditional electric operating companies have entered into PPAs with non-affiliated [removed: parties.][added: parties for the sale of generating capacity.]

Advances in these technologies or changes in laws or regulations could reduce the cost of distributed generation storage technologies or other alternative methods of producing power to a level that is competitive with that of most power generation production or result in [added: smaller-scale, more fuel efficient, and/or more cost effective distributed generation that allows for increased self-generation by customers.]

If new technologies become cost competitive and achieve sufficient scale, the market share of the Subsidiary Registrants could be eroded, and the value of their respective electric generating facilities or natural gas distribution [removed: and storage] facilities could be reduced.

The Southern Company system may be subject to workforce trends occurring in the United States triggered by decisions of employees to leave the workforce and/or their employer at higher rates as compared to prior [removed: years.][added: years and challenges competing with other employers offering more flexible or fully-remote work options.]

The effects of the continued COVID-19 pandemic and related global, federal, state, and local responses could include new or extended disruptions to [removed: supply chains and] capital markets, further reduced labor availability and productivity, and new or prolonged reductions in economic activity.

These effects could have a variety of adverse impacts on the Registrants, including, but not limited to, new or prolonged reductions in demand for energy, particularly from commercial and industrial customers, impairment of goodwill or long-lived assets, reductions in investments recorded at fair value, further increases in costs of necessary equipment, and further challenges to the development, construction, and/or operation of the [added: Subsidiary] Registrants' facilities, including electric [removed: generation, transmission, and distribution assets, the performance of necessary corporate and customer service functions, and access to funds from financial institutions and capital markets.]

The traditional electric operating companies and Southern Power are in the process of constructing new generating facilities [removed: and] [added: and/or] adding environmental [added: and other] modifications to certain existing generating facilities and Southern Company Gas is replacing certain pipe in its natural gas distribution system.

These projects are [removed: long term] [added: long-term] in nature and in some cases may include the development and construction of facilities with designs that have not been finalized or previously constructed.

[removed: The completion] [added: Completion] of these types of projects without delays or significant cost overruns is subject to substantial risks that have occurred or may occur, including labor costs, availability, and productivity; challenges with the management of contractors or vendors; subcontractor performance; adverse weather conditions; shortages, delays, increased costs, or inconsistent quality of equipment, materials, and labor; contractor or supplier [removed: delays;] [added: delay; the impacts of inflation;] delays due to judicial or regulatory action; nonperformance under construction, operating, or other agreements; operational readiness, including specialized operator training and required site safety programs; engineering or design [removed: problems;] [added: problems or any remediation related thereto;] design and other licensing-based compliance matters including, for Plant Vogtle [removed: Units 3 and] [added: Unit] 4, inspections and the timely submittal by Southern Nuclear of the ITAAC documentation [removed: for each unit] and the related investigations, reviews, and approvals by the NRC necessary to support NRC authorization to load fuel; challenges with start-up activities, including major equipment failure, or system integration; and/or operational performance; [removed: and] [added: continued] challenges related to the COVID-19 pandemic or future pandemic health events; continued public and policymaker support for projects; environmental and geological conditions; delays or increased costs to interconnect facilities to transmission grids; and increased financing costs as a result of changes in [removed: market] interest rates or as a result of project delays.

Southern Company and Georgia Power recorded total pre-tax charges to income of [removed: $3.1] [added: $3.3] billion [removed: ($2.3] [added: ($2.4] billion after tax) through December 31, [removed: 2021] [added: 2022] to reflect Georgia Power's revised estimate to complete [removed: construction and start-up of Plant Vogtle Units 3 and 4.]

Older equipment, even if maintained in accordance with good engineering practices, may require significant expenditures to maintain [added: efficiency, to comply with environmental requirements, to provide safe and reliable operations, and/or to meet related retirement obligations.]

The generation, energy marketing, and natural gas operations of the Southern Company system are subject to changes in energy prices and fuel costs, which could increase the cost of producing power, decrease the amount received from the sale of energy, and/or make electric generating facilities [added: and natural gas distribution systems] less competitive.

Volatile or significant weather events could result in substantial damage to the transmission and distribution lines of the traditional electric operating companies, the generating facilities of the traditional electric operating companies and Southern [removed: Power, and the natural gas distribution and storage facilities of Southern Company Gas.]

The Subsidiary Registrants have significant investments in the Atlantic and Gulf Coast regions and Southern Power and Southern Company Gas have investments in various states [removed: which] [added: that] could be subject to severe weather and natural disasters, including hurricanes and wildfires.

[added: The traditional electric operating companies from] time [added: to time] have experienced and may continue to experience deficits in their storm cost recovery reserve balances.

These transactions also involve risks, including that they may not result in an increase in income or provide adequate or expected funds or return on capital or other anticipated benefits; they may result in Southern Company or its subsidiaries entering into new or additional lines of business, which may have new or different business or operational risks; they may not be successfully integrated into the acquiring company's operations, internal control [removed: processes] [added: processes,] and/or accounting systems; the due diligence conducted prior to a transaction may not uncover situations that could result in financial or legal exposure or may not appropriately evaluate the likelihood or quantify the exposure from identified risks; they may result in decreased earnings, revenues, or cash flow; they may involve retained obligations in connection with transitional agreements or deferred payments related to dispositions that subject Southern Company or its subsidiaries to additional risk; Southern Company or the applicable subsidiary may not be able to achieve the expected financial benefits from the use of funds generated by any dispositions; expected benefits of a transaction may be dependent on the cooperation, performance, or credit risk of a counterparty; minority investments in growth companies may not result in a positive return on investment; or, for the traditional electric operating companies and Southern Company Gas, costs associated with such investments that were expected to be recovered through regulated rates may not be recoverable.

Prior to funding Southern Company, Southern Company Gas, or Southern Power, the respective subsidiaries have financial obligations and, with respect to Southern Company and Southern Company Gas, regulatory restrictions that must be satisfied, including among others, debt [removed: service and preferred stock dividends.][added: service.]

[removed: In addition, Southern Company, Southern Company Gas, and Southern Power may provide capital] contributions or debt financing to subsidiaries under certain circumstances, which would reduce the funds available to meet their respective financial obligations, including making interest and principal payments on outstanding indebtedness, and to pay dividends on Southern Company's common stock.

This litigation has included, but is not

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[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

These risks may escalate during periods of heightened geopolitical tensions.

Additionally, these risks may escalate during periods of heightened geopolitical tensions.

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

The Henry Hub price averaged $6.38 per mmBtu in 2022.

Current forecasts for 2023 are approximately $3.30.

Forward market prices for 2024 and beyond indicate expectations, absent unforeseen developments, that prices will modestly increase.

As coal-fired generating facilities are retired, the demand for coal is expected to continue to decline.

As a result, railroads may commit fewer resources to coal transportation, which could increase these risks.

Whereas fuel oil directly provides only a small portion of the Southern Company system's annual generation, its importance to the reliability of the Southern Company system's generation portfolio continues to grow.

Over the last few years, related cost increases and supply chain challenges have become more common and may increase the risk of reliability challenges.

Most of Southern Power's generating capacity has been sold to purchasers under PPAs with Southern Power's top three customers comprising approximately 22% of Southern Power's total revenues for the year ended December 31, 2022.

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

Supply chain disruptions and inflation could negatively impact operations.

The Southern Company system's operations and business plans depend on the global supply chain to procure equipment, materials, and other resources.

The delivery of components, materials, equipment, and other resources that are critical to the Southern Company system's operations has been impacted by ongoing domestic and global supply chain disruptions.

International tensions, including the ramifications of regional conflict, could further exacerbate global supply chain disruptions.

These disruptions and shortages could adversely impact business operations.

The constraints in the supply chain also could restrict availability and delay construction, maintenance, or repair of items needed to support normal operations or to continue planned capital investments.

Supply chain disruptions have contributed to higher prices of components, materials, equipment, and other needed commodities, and these inflationary increases may continue.

While inflation in the United States had been relatively low in recent years, its impact became more significant during 2021 and continued in 2022.

Uncertainty around inflationary impacts continues to increase in the near-term outlook for economic activity.

Rapid inflation or other economic factors may negatively affect the timely recovery of costs.

The impacts of the COVID-19 pandemic continue.

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

generation, transmission, and distribution assets, the performance of necessary corporate and customer service functions, and access to funds from financial institutions and capital markets.

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

construction and start-up of Plant Vogtle Units 3 and 4.

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

Power, and the natural gas distribution and underground storage facilities of Southern Company Gas, which is likely to negatively impact revenue.

These volatile weather events may result in unexpected increases in customer load, requiring procurement of additional power at wholesale prices, or create other grid reliability issues.

In addition, Southern Company, Southern Company Gas, and Southern Power may provide capital

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

Shareholder activism could cause Southern Company to incur significant expense, hinder execution of Southern Company's business strategy, and impact Southern Company's stock price.

Shareholder activism, which can take many forms and arise in a variety of situations, could result in substantial costs and divert management's and Southern Company's board's attention and resources.

Additionally, such shareholder activism could give rise to perceived uncertainties as to Southern Company's future, adversely affect the Southern Company system's relationships with its employees, customers, regulators, or service providers, and make it more difficult to attract and retain qualified personnel.

Also, Southern Company may be required to incur significant fees and other expenses related to activist shareholder matters,

of purchased power as well.

Prices have averaged approximately $3.75 per mmBtu in 2021, and 2022 prices are expected to be in the same range.

Forward prices are expected to decline over the next several years toward $3 per mmBtu.

Additionally, the utility industry is also being impacted by coal delivery challenges associated with new railroad management systems which favor stable, predictable deliveries and a market trend of shifting railroad capacity away from coal deliveries to other industries.

Most of Southern Power's generating capacity has been sold to purchasers under PPAs.

Southern Power's top three customers, Southern California Edison, Georgia Power, and Tennessee Valley Authority accounted for 7.4%, 6.3%, and 6.3%, respectively, of Southern Power's total revenues for the year ended December 31, 2021.

smaller-scale, more fuel efficient, and/or more cost effective distributed generation that allows for increased self-generation by customers.

Southern Company Gas competes with natural gas facilities in the Gulf Coast region of the U.S., where the majority of the existing and proposed high deliverability salt-dome natural gas storage facilities in North America are located.

The Registrants are subject to risks related to the COVID-19 pandemic, including, but not limited to, disruption to the construction of Plant Vogtle Units 3 and 4 for Southern Company and Georgia Power.

In response to the COVID-19 pandemic, most jurisdictions, including in the United States, initially instituted restrictions on travel, public gatherings, and non-essential business operations.

While some jurisdictions, including some in the Southern Company system's service territory, have relaxed some of these restrictions, some remain and there is no guarantee restrictions will not be reimposed in the future.

These restrictions, as well as changes in individual behavior in response to the pandemic, have significantly disrupted economic activity in the service territories of the traditional electric operating companies and the natural gas distribution utilities and caused volatility in capital markets at certain periods during 2020 and 2021 and could continue to do so in the future.

The Registrants cannot predict the extent or duration of the pandemic, the impact of new variants of COVID-19, the timing, availability, distribution, or effectiveness of vaccines, anti-virals, or other treatments or preventions for COVID-19, governmental responsive measures, including vaccine mandates, or the extent of the effects or impacts on the global, national, or local economy, the capital markets, or the Subsidiary Registrants' customers, suppliers, or operations.

efficiency, to comply with changing environmental requirements, to provide safe and reliable operations, and/or to meet related retirement obligations.

The traditional electric operating companies from time to

commitments for capital, and certain other controllable and uncontrollable events.

costs of financing.

The discontinuation, reform, or replacement of LIBOR or any other benchmark rates may have an unpredictable impact on contractual relationships in the credit markets or cause disruption to the broader financial markets and could result in adverse consequences to the return on, value of, and market for the Registrants' and Southern Company Gas Capital's securities and other instruments whose returns are linked to any such benchmark.

Uncertainty as to the nature of the phase-out of LIBOR and alternative reference rates or disruption in the financial markets could cause interest rates to increase.

| [Southern Company [removed: Gas](#i11d6afaeae0747f28927061630a925e4_199)] [added: Gas](#i4edb778c706f4f2e83351ad068238e9e_196)] | | | [removed: II-[34](#i11d6afaeae0747f28927061630a925e4_199)] [added: II-[32](#i4edb778c706f4f2e83351ad068238e9e_196)] | | |

| [Future Earnings [removed: Potential](#i11d6afaeae0747f28927061630a925e4_202)] [added: Potential](#i4edb778c706f4f2e83351ad068238e9e_199)] | | | [removed: II-[39](#i11d6afaeae0747f28927061630a925e4_202)] [added: II-[38](#i4edb778c706f4f2e83351ad068238e9e_199)] | | |

| [Financial Condition and [removed: Liquidity](#i11d6afaeae0747f28927061630a925e4_265)] [added: Liquidity](#i4edb778c706f4f2e83351ad068238e9e_256)] | | | [removed: II-[55](#i11d6afaeae0747f28927061630a925e4_265)] [added: II-[53](#i4edb778c706f4f2e83351ad068238e9e_256)] | | |

This section generally discusses [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Discussions of [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] that are not included in this Annual Report on Form 10-K can be found in Item 7 of each Registrant's Annual Report on Form 10-K for the year ended December 31, [removed: 2020,] [added: 2021,] which was filed with the SEC on February [removed: 17, 2021.][added: 16, 2022.]

| [Overview](#i4edb778c706f4f2e83351ad068238e9e_112) | | | II-[3](#i4edb778c706f4f2e83351ad068238e9e_112) | | |

| [Results of Operations](#i4edb778c706f4f2e83351ad068238e9e_142) | | | II-[7](#i4edb778c706f4f2e83351ad068238e9e_142) | | |

| [Southern Company](#i4edb778c706f4f2e83351ad068238e9e_145) | | | II-[7](#i4edb778c706f4f2e83351ad068238e9e_145) | | |

| [Alabama Power](#i4edb778c706f4f2e83351ad068238e9e_157) | | | II-[17](#i4edb778c706f4f2e83351ad068238e9e_157) | | |

| [Georgia Power](#i4edb778c706f4f2e83351ad068238e9e_160) | | | II-[21](#i4edb778c706f4f2e83351ad068238e9e_160) | | |

| [Mississippi Power](#i4edb778c706f4f2e83351ad068238e9e_178) | | | II-[26](#i4edb778c706f4f2e83351ad068238e9e_178) | | |

| [Southern Power](#i4edb778c706f4f2e83351ad068238e9e_181) | | | II-[30](#i4edb778c706f4f2e83351ad068238e9e_181) | | |

| [Accounting Policies](#i4edb778c706f4f2e83351ad068238e9e_220) | | | II-[46](#i4edb778c706f4f2e83351ad068238e9e_220) | | |

| [Overview](#i11d6afaeae0747f28927061630a925e4_115) | | | II-[3](#i11d6afaeae0747f28927061630a925e4_115) | | |

| [Results of Operations](#i11d6afaeae0747f28927061630a925e4_145) | | | II-[8](#i11d6afaeae0747f28927061630a925e4_145) | | |

| [Southern Company](#i11d6afaeae0747f28927061630a925e4_148) | | | II-[8](#i11d6afaeae0747f28927061630a925e4_148) | | |

| [Alabama Power](#i11d6afaeae0747f28927061630a925e4_160) | | | II-[18](#i11d6afaeae0747f28927061630a925e4_160) | | |

| [Georgia Power](#i11d6afaeae0747f28927061630a925e4_163) | | | II-[22](#i11d6afaeae0747f28927061630a925e4_163) | | |

| [Mississippi Power](#i11d6afaeae0747f28927061630a925e4_181) | | | II-[27](#i11d6afaeae0747f28927061630a925e4_181) | | |

| [Southern Power](#i11d6afaeae0747f28927061630a925e4_184) | | | II-[31](#i11d6afaeae0747f28927061630a925e4_184) | | |

| [Accounting Policies](#i11d6afaeae0747f28927061630a925e4_226) | | | II-[47](#i11d6afaeae0747f28927061630a925e4_226) | | |

[Table of [removed: Contents](#i11d6afaeae0747f28927061630a925e4_7)] [added: Contents](#i4edb778c706f4f2e83351ad068238e9e_7)] [Index to Financial [removed: Statements](#i11d6afaeae0747f28927061630a925e4_364)][added: Statements](#i4edb778c706f4f2e83351ad068238e9e_349)]

Southern Company's other business activities include providing distributed energy and resilience solutions and deploying microgrids for commercial, industrial, governmental, and utility customers, as well as investments in [removed: telecommunications and gas storage facilities.][added: telecommunications.]

[removed: Southern Company][added: | Southern Company(*) | | | 82 | | | 85 | | |]

See Note [removed: 15] [added: 11] to the financial statements under "Southern [removed: Company"] [added: Company Gas"] for additional information.

COMBINED MANAGEMENT'S DISCUSSION AND [removed: ANALYSIS (continued)][added: ANALYSIS]

During [removed: 2021,] [added: 2022,] Alabama Power continued construction of Plant Barry Unit [removed: 8.][added: 8, which is expected to be placed in service in November 2023.]

At December 31, [removed: 2021,] [added: 2022,] associated project expenditures [removed: included in CWIP] totaled approximately [removed: $304] [added: $518] million.

For the year ended December 31, [removed: 2021,] [added: 2022,] Alabama Power's weighted common equity return exceeded 6.15%, resulting in Alabama Power establishing a current regulatory liability of [removed: $181] [added: $62] million.

Construction continues on Plant Vogtle Units 3 and 4 (with electric generating capacity of approximately 1,100 MWs each), in which Georgia Power [added: currently] holds a 45.7% ownership interest.

Georgia Power's share of the total project capital cost forecast to complete Plant Vogtle Units 3 and 4, including contingency, through the end of the [removed: first] [added: second] quarter 2023 and the [removed: fourth] [added: first] quarter [removed: 2023,] [added: 2024,] respectively, is [removed: $10.4] [added: $10.6] billion.

See Note [removed: 8] [added: 7] to the financial statements under [removed: "Long-term Debt – DOE Loan Guarantee Borrowings"] [added: "SEGCO"] for additional information.

During [removed: 2021,] [added: 2022,] established construction contingency and additional costs totaling [removed: $1.3 billion] [added: $307 million] were assigned to the base capital cost forecast for costs primarily associated with schedule extensions, construction productivity, the pace of system turnovers, [added: additional craft] and support [removed: resources] [added: resources, procurement] for Units 3 and [removed: 4.][added: 4, and the equipment and component issues identified during Unit 3 start-up and pre-operational testing.]

After considering the significant level of uncertainty that exists regarding the future recoverability of these costs since the ultimate outcome of these matters is subject to the outcome of future assessments by management, as well as Georgia PSC decisions in future regulatory proceedings, Georgia Power recorded pre-tax charges to income in the [removed: first quarter 2021, the] second quarter [removed: 2021,] [added: 2022,] the third quarter [removed: 2021,] [added: 2022,] and the fourth quarter [removed: 2021] [added: 2022] of [removed: $48 million ($36 million after tax), $460] [added: $36] million [removed: ($343] [added: ($27] million after tax), [removed: $264] [added: $32] million [removed: ($197] [added: ($24] million after tax), and [removed: $480] [added: $148] million [removed: ($358] [added: ($110] million after tax), respectively, for the increases in the total project capital cost forecast.

[removed: The incremental costs] [added: A total of $407 million] associated with these provisions [added: is included in the total project capital cost forecast and] will not be recovered from retail customers.

See Note 2 to the financial statements under "Georgia Power – Nuclear [removed: Construction – Joint Owner Contracts"] [added: Construction"] for additional information.

The ultimate impact of [removed: the COVID-19 pandemic and other factors] [added: these matters] on the construction schedule and [removed: budget] [added: project capital cost forecast and related cost recovery] for Plant Vogtle Units 3 and 4 cannot be determined at this time.

See Note 2 to the financial statements under "Georgia Power – [removed: Plant Vogtle Unit 3 and Common Facilities] Rate [removed: Proceeding"] [added: Plans – 2022 ARP"] for additional information.

See Note 2 to the financial statements under "Georgia Power – [added: Integrated Resource Plans" and " –] Rate Plans – 2019 ARP" for additional information.

*Integrated Resource [removed: Plan*][added: Plans*]

[removed: A decision from] [added: In] the [added: 2022 IRP decision, the] Georgia PSC [removed: on] [added: approved several requests, including] the [removed: 2022 IRP is expected in July 2022.][added: following:]

The ultimate outcome of [removed: these matters] [added: this matter] cannot be determined at this time.

See Note 2 to the financial statements under "Georgia Power – Integrated Resource [removed: Plan"] [added: Plans"] for additional information.

[removed: In addition, on December] [added: On June] 7, [removed: 2021,] [added: 2022,] the Mississippi PSC approved Mississippi Power's annual [removed: SRR filing, which requested] [added: retail PEP filing for 2022, resulting in] an [added: annual] increase in [removed: retail] revenues of approximately [removed: $9 million annually] [added: $18 million, or 1.9%,] effective with the first billing cycle of [removed: March 2022 to restore the property damage reserve.][added: April 2022.]

On [removed: January 18,] [added: November 15,] 2022, [added: Mississippi Power filed a request with] the Mississippi PSC [removed: approved Mississippi Power's] [added: to increase] retail fuel [removed: cost recovery filing, which requested an increase in] revenues [removed: of approximately $43] [added: by $25] million annually effective with the first billing cycle of February [removed: 2022.][added: 2023 and an additional $25 million annually effective with the first billing cycle of June 2023.]

During [removed: 2021,] [added: 2022,] Southern Power completed construction of and placed in service the [removed: 118-MW Glass Sands wind facility, 73] [added: remaining 40] MWs of the [removed: 88-MW Garland] [added: Tranquillity] battery energy storage [removed: facility,] [added: facility (72 MWs total)] and [removed: 32] [added: the remaining 15] MWs of the [removed: 72-MW Tranquillity] [added: Garland] battery energy storage [removed: facility.][added: facility (88 MWs total).]

With the inclusion of investments associated with [removed: the] facilities [removed: currently] under construction, as well as other capacity and energy contracts, Southern Power's average investment coverage ratio at December 31, [removed: 2021] [added: 2022] was [removed: 95%] [added: 96%] through [removed: 2026] [added: 2027] and [removed: 92%] [added: 90%] through [removed: 2031,] [added: 2032,] with an average remaining contract duration of approximately [removed: 13] [added: 12] years.

[removed: Also on November 18, 2021,] [added: On December 20, 2022,] the Georgia PSC approved Atlanta Gas Light's [removed: amended] annual GRAM filing, which resulted in an annual rate increase of [removed: $43] [added: $53] million effective January 1, [removed: 2022.][added: 2023.]

During [removed: the second and third quarters of] 2021, Southern Company Gas recorded [added: total] pre-tax impairment charges [removed: totaling] [added: of] $84 million ($67 million after tax) related to its equity method investment in the PennEast Pipeline project.

In striving to achieve attractive risk-adjusted returns while providing cost-effective energy to approximately [removed: 8.7] [added: 8.8] million electric and gas utility customers collectively, the traditional electric operating companies and Southern Company Gas continue to focus on several key performance indicators.

Consolidated net income attributable to Southern Company was [removed: $2.4] [added: $3.5] billion in [removed: 2021, a decrease] [added: 2022, an increase] of [removed: $726 million,] [added: $1.1 billion,] or [removed: 23.3%,] [added: 47.3%,] from [removed: 2020.][added: 2021.]

The [removed: decrease] [added: increase] was primarily due to a [removed: $1.0] [added: $1.1] billion [removed: increase] [added: decrease] in after-tax charges related to the construction of Plant Vogtle Units 3 and [removed: 4 and higher non-fuel operations and maintenance costs, partially offset by an increase in natural gas revenues associated with colder weather in the first quarter 2021 as compared to the corresponding period] [added: 4, increases] in [removed: 2020 and infrastructure replacement programs and base rate changes, higher] retail electric revenues [removed: primarily] associated with rates and [removed: pricing] [added: pricing, warmer weather, primarily in the second quarter 2022,] and sales growth, [removed: a decrease] [added: and increases] in [removed: impairment charges] [added: natural gas revenues from base rate increases] and [removed: a gain on termination related to leveraged leases at Southern Holdings,] [added: continued infrastructure replacement, partially offset by higher non-fuel operations] and [added: maintenance costs and] higher [removed: wholesale electric capacity revenues.][added: interest expense.]

See Notes [removed: 2, 9,] [added: 7] and 15 to the financial statements under [removed: "Georgia Power – Nuclear Construction,"] "Southern [removed: Company Leveraged Lease," and "Southern Company," respectively,] [added: Power"] for additional information.

Basic EPS was [removed: $2.26] [added: $3.28] in [removed: 2021] [added: 2022] and [removed: $2.95] [added: $2.26] in [removed: 2020.][added: 2021.]

Diluted EPS, which factors in additional shares related to stock-based compensation, was [removed: $2.24] [added: $3.26] in [removed: 2021] [added: 2022] and [removed: $2.93] [added: $2.24] in [removed: 2020.][added: 2021.]

EPS for [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] was negatively impacted by [removed: $0.01] [added: $0.04] and [removed: $0.03] [added: $0.01] per share, respectively, as a result of increases in the average shares outstanding.

Dividends paid per share of common stock were [removed: $2.62] [added: $2.70] in [removed: 2021] [added: 2022] and [removed: $2.54] [added: $2.62] in [removed: 2020.][added: 2021.]

In January [removed: 2022,] [added: 2023,] Southern Company declared a quarterly dividend of [removed: 66] [added: 68] cents per share.

For [removed: 2021,] [added: 2022,] the dividend payout ratio was [removed: 116%] [added: 82%] compared to [removed: 86%] [added: 116%] for [removed: 2020.][added: 2021.]

| | | | [added: 2022 | | |] 2021 | | | [added: 2020] | | | [removed: 2020] | | | [added: 2022 | | | 2021 | | | 2020 | | |]

| Electricity business | | | $ | [removed: 2,247] [added: 3,672] | | | | | $ | [removed: 3,115] [added: 2,247] | |

On July 12, 2022, the Alabama PSC approved the following items:

- Alabama Power's petition for a certificate of convenience and necessity authorizing Alabama Power to complete the acquisition of the Calhoun Generating Station.

The transaction closed on September 30, 2022 and the related costs are being recovered through Rate CNP New Plant, which reflected an increase in annual revenues of $34 million, or 0.6%, effective with November 2022 billings.

- An increase to Rate ECR effective with August 2022 billings, which resulted in an increase of approximately $310 million annually.

The approved changes in the Rate ECR factor have no significant effect on Alabama Power's net income, but do impact the related operating cash flows.

- Modifications to Rate NDR.

- An accounting order authorizing Alabama Power to create a reliability reserve separate from the NDR and transition the previous Rate NDR authority related to reliability expenditures to the reliability reserve.

Alabama Power may make accruals to the reliability reserve if the NDR balance exceeds $35 million.

At December 31, 2022, Alabama Power accrued $166 million to the reserve.

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

On September 23, 2022, the FERC authorized Alabama Power to use updated depreciation rates from its 2021 depreciation study effective January 2023.

The updated depreciation rates are expected to result in an approximately $500 million increase in annual depreciation expense.

On November 1, 2022, the Alabama PSC approved an increase to Rate ECR of approximately $500 million annually effective with December 2022 billings.

The approved changes in the Rate ECR factor have no significant effect on Alabama Power's net income, but do impact operating cash flows related to fuel cost recovery.

On December 1, 2022, Alabama Power submitted calculations for Rate CNP Compliance for 2023 which resulted in an annual revenue increase of approximately $255 million, or 3.7%, effective with January 2023 billings, primarily due to updated depreciation rates.

On December 6, 2022, the Alabama PSC approved Rate CNP Depreciation, which allows Alabama Power to recover changes in depreciation resulting from updates to certain depreciation rates.

Rate CNP Depreciation will result in an annual revenue increase of approximately $318 million, or 4.6%, effective with January 2023 billings.

In addition, the Alabama PSC directed Alabama Power to accelerate the amortization of a regulatory liability associated with excess federal accumulated deferred income taxes, which is being returned to customers through bill credits of up to approximately $318 million in 2023 to offset the impact of the Rate CNP Depreciation increase.

The Alabama PSC will determine the treatment of any remaining excess federal accumulated deferred income taxes at a future date.

On February 7, 2023, the Alabama PSC directed Alabama Power to issue the 2022 refund to customers through bill credits in August 2023.

On July 29, 2022, Southern Nuclear announced that all Unit 3 ITAACs had been submitted to the NRC.

On August 3, 2022, the NRC published its 103(g) finding that the acceptance criteria in the combined license for Unit 3 had been met, which allowed nuclear fuel to be loaded and start-up testing to begin.

Fuel load for Unit 3 was completed on October 17, 2022.

In early 2023, during the start-up and pre-operational testing for Unit 3, Southern Nuclear identified and is remediating certain equipment and component issues.

As a result, Unit 3 is projected to be placed in service during May or June 2023.

The projected schedule for Unit 3 primarily depends on the progression of final component and pre-operational testing and start-up, which may be impacted by further equipment, component, and/or other operational challenges.

After considering the timeframe and duration of hot functional and other testing and recent experience with Unit 3 start-up and pre-operational testing, Unit 4 is now projected to be placed in service during late fourth quarter 2023 or the first quarter 2024.

The projected schedule for Unit 4 primarily depends on potential impacts arising from Unit 4 testing activities overlapping with Unit 3 start-up and commissioning; maintaining overall construction productivity and production levels, particularly in subcontractor scopes of work; and maintaining appropriate levels of craft laborers.

Any further delays could result in later in-service dates and cost increases.

During 2022, Georgia Power also increased its total project capital cost forecast by $125 million to replenish construction contingency and $9 million for construction monitoring costs, which were approved for recovery by the Georgia PSC in its nineteenth VCM order.

Georgia Power may request the Georgia PSC to evaluate those expenditures for rate recovery during

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

COMBINED MANAGEMENT'S DISCUSSION AND ANALYSIS

the prudence review following the Unit 4 fuel load pursuant to the twenty-fourth VCM stipulation described in Note 2 to the financial statements under "Georgia Power – Nuclear Construction – Regulatory Matters."

Georgia Power and the other Vogtle Owners do not agree on the starting dollar amount for the determination of cost increases subject to the cost-sharing and tender provisions of the Global Amendments (as defined in Note 2 to the financial statements under Georgia Power – Nuclear Construction – Joint Owner Contracts").

The other Vogtle Owners notified Georgia Power that they believe the project capital cost forecast approved by the Vogtle Owners on February 14, 2022 triggered the tender provisions.

On June 17, 2022 and July 26, 2022, OPC and Dalton, respectively, notified Georgia Power of their purported exercises of their tender options.

Georgia Power did not accept these purported tender exercises.

On June 18, 2022, OPC and MEAG Power each filed a separate lawsuit against Georgia Power in the Superior Court of Fulton County, Georgia seeking a declaratory judgment that the starting dollar amount is $17.1 billion and that the cost-sharing and tender provisions have been triggered.

On July 25, 2022 and July 28, 2022, Georgia Power filed its answers in the lawsuits filed by MEAG Power and OPC, respectively, and included counterclaims seeking a declaratory judgment that the starting dollar amount is $18.38 billion and that costs related to force majeure events are excluded prior to calculating the cost-sharing and tender provisions and when calculating Georgia Power's related financial obligations.

Southern Company and Subsidiary Companies 2021 Annual Report

On October 29, 2021, Southern Company completed the sale of assets subject to a domestic leveraged lease to the lessee for $45 million.

No gain or loss was recognized on the sale.

On December 13, 2021, Southern Company completed the termination of its leasehold interest in assets associated with its two international leveraged lease projects and received cash proceeds of approximately $673 million after the accelerated exercise of the lessee's purchase options.

The pre-tax gain associated with the transaction was approximately $93 million ($99 million gain after tax).

On September 23, 2021, Alabama Power entered into an agreement to acquire all of the equity interests in Calhoun Power Company, LLC, which owns and operates a 743-MW winter peak, simple-cycle, combustion turbine generation facility in Calhoun County, Alabama (Calhoun Generating Station).

The completion of the acquisition is subject to the satisfaction and waiver of certain conditions, including, among other customary conditions, approval by the Alabama PSC and the FERC.

On October 28, 2021, Alabama Power filed a petition for a CCN with the Alabama PSC to procure additional generating capacity through this acquisition.

In accordance with an Alabama PSC order issued on February 1, 2022, Alabama Power will apply $126 million to reduce the Rate ECR under recovered balance and the remaining $55 million will be refunded to customers through bill credits in July 2022.

Georgia Power estimates the productivity impacts of the COVID-19 pandemic have consumed approximately three to four months of schedule margin previously embedded in the site work plan for Unit 3 and Unit 4.

The continuing effects of the COVID-19 pandemic could further disrupt or delay construction and testing activities at Plant Vogtle Units 3 and 4.

During 2021, Southern Nuclear performed additional construction remediation work necessary to ensure quality and design standards are met and support system turnovers necessary for Unit 3 hot functional testing, which was completed in July 2021, and fuel load.

As a result of Unit 3 challenges including, but not limited to, construction productivity, construction remediation work, the pace of system turnovers, spent fuel pool repairs, and the timeframe and duration for hot functional and other testing, at the end of each of the second and third quarters 2021, Southern Nuclear further extended certain milestone dates, including fuel load for Unit 3, from those established in January 2021.

Through the fourth quarter 2021, the project continued to face these and other challenges related to the completion of documentation, including inspection records, necessary to submit the remaining ITAACs and begin fuel load.

As a result, at the end of the fourth quarter 2021, Southern Nuclear further extended certain milestone dates, including fuel load for Unit 3, from those established at the end of the third quarter 2021.

The site work plan currently targets fuel load for Unit 3 in the second quarter 2022 and an in-service date during the third quarter 2022 and primarily depends on significant improvements in overall construction productivity and production levels, the volume of construction remediation work, the pace of system and area turnovers, and the progression of startup and other testing.

As the site work plan includes minimal margin to these milestone dates, an in-service date during the fourth quarter 2022 or the first quarter 2023 for Unit 3 is projected, although any further delays could result in a later in-service date.

As the result of productivity challenges and temporarily diverting some Unit 4 craft and support resources to Unit 3 construction efforts, at the end of each of the second and third quarters 2021, Southern Nuclear also further extended milestone dates for Unit 4 from those established in January 2021.

The temporary diversion of Unit 4 resources to support Unit 3 has continued into the first quarter 2022; therefore, at the end of the fourth quarter 2021, Southern Nuclear further extended milestone dates for Unit 4 from those established at the end of the third quarter 2021.

The site work plan targets an in-service date during the first quarter 2023 for Unit 4 and primarily depends on overall construction productivity and production levels significantly improving as well as appropriate levels of craft laborers, particularly electricians and pipefitters, being added and maintained.

As the site work plan includes minimal margin to the milestone dates, an in-service date during the third or fourth quarter 2023 for Unit 4 is projected, although any further delays could result in a later in-service date.

The latest schedule extension triggers the requirement that the holders of at least 90% of the ownership interests in Plant Vogtle Units 3 and 4 must vote to continue construction by March 8, 2022.

Georgia Power has voted to continue construction.

In addition, if the holders of at least 90% of the ownership interests of Plant Vogtle Units 3 and 4 do not vote to continue construction, the DOE may require Georgia Power to prepay all outstanding borrowings under the FFB Credit Facilities over a period of five years.

Georgia Power also increased its total capital cost forecast as of December 31, 2021 by $99 million to replenish construction contingency.

Georgia Power may request the Georgia PSC to evaluate those expenditures for rate recovery during the prudence review following the Unit 4 fuel load pursuant to the twenty-fourth VCM stipulation described in Note 2 to the financial statements under "Georgia Power – Nuclear Construction – Regulatory Matters." In addition, Georgia Power recorded a pre-tax charge to income in the fourth quarter 2021 of approximately $440 million ($328 million after tax), and may be required to record additional pre-tax charges to income of up to $460 million, associated with the cost-sharing and tender provisions of the joint ownership agreements based on the current project capital cost forecast.

*Plant Vogtle Unit 3 and Common Facilities Rate Proceeding*

On November 2, 2021, the Georgia PSC approved Georgia Power's application to adjust retail base rates to include a portion of costs related to its investment in Plant Vogtle Unit 3 and the common facilities shared between Plant Vogtle Units 3 and 4 (Common Facilities), as well as the related costs of operation, as modified pursuant to a stipulated agreement between Georgia Power and the staff of the Georgia PSC.

The related increase in annual retail base rates of approximately $302 million includes recovery of all projected operations and maintenance expenses for Unit 3 and the Common Facilities and other related costs of operation, partially offset by the related production tax credits, and will become effective the month after Unit 3 is placed in service.

This increase is partially offset by a decrease in the NCCR tariff of approximately $78 million that became effective January 1, 2022.

*Rate Plans*

On November 18, 2021, in accordance with the terms of the 2019 ARP, the Georgia PSC approved tariff adjustments effective January 1, 2022 resulting in a net increase in annual retail base rates of $157 million.

Georgia Power is required to file its next general base rate case by July 1, 2022.

On January 31, 2022, Georgia Power filed its triennial IRP (2022 IRP), including a request to decertify and retire Plant Wansley Units 1 and 2 (926 MWs based on 53.5% ownership) by August 31, 2022; Plant Bowen Units 1 and 2 (1,400 MWs) by December 31, 2027; and Plant Scherer Unit 3 (614 MWs based on 75% ownership) and Plant Gaston Units 1 through 4 (500 MWs based on 50% ownership through SEGCO) by December 31, 2028.

In the 2022 IRP, Georgia Power requested approval to reclassify the remaining net book value of Plant Wansley Units 1 and 2 (approximately $611 million at December 31, 2021), Plant Bowen Units 1 and 2 (approximately $937 million at December 31, 2021), and Plant Scherer Unit 3 (approximately $612 million at December 31, 2021) and any remaining unusable materials and supplies inventories upon each unit's respective retirement dates to a regulatory asset, with recovery periods to be determined in future base rate cases.

The 2022 IRP also included a request for approval of the capital, operations and maintenance, and CCR ARO costs associated with ash pond and landfill closures and post-closure care.

The recovery of these costs is expected to be determined in future base rate cases.

During the first half of 2021, the Mississippi PSC approved the following non-fuel rate changes related to Mississippi Power's annual rate filings for 2021:

- an increase in revenues related to the ad valorem tax adjustment factor of approximately $28 million annually, which became effective with the first billing cycle of May 2021,

- an increase in revenues related to PEP of approximately $16 million annually, which became effective with the first billing cycle of April 2021 in accordance with the PEP rate schedule, and

SCS, the system service company, has contracted with Southern Company, each [removed: traditional electric operating company, Southern Power, Southern Company Gas,] [added: of the Subsidiary Registrants,] Southern Nuclear, SEGCO, and other subsidiaries to furnish, at direct or allocated cost and upon request, the following services: general executive and advisory, general and design engineering, operations, purchasing, accounting, finance, treasury, legal, tax, information technology, marketing, auditing, insurance and pension administration, human resources, systems and procedures, digital wireless communications, cellular tower space, and other services with respect to business and operations, construction management, and Southern Company power pool transactions.

Southern Linc provides digital wireless communications for use by Southern Company and its subsidiary companies and also markets these services to the public and provides fiber optics services through its subsidiary, Southern Telecom, Inc. Southern Linc's system covers approximately [removed: 127,000] [added: 122,000] square miles in the Southeast.

Additionally, the traditional electric operating companies have entered into various reliability agreements with certain neighboring utilities, each of which provides for the establishment and periodic review of principles and procedures for planning and operation of generation and transmission facilities, maintenance [removed: schedules, load retention programs, emergency operations, and other matters affecting the reliability of bulk power supply.]

The traditional electric operating companies have joined with other utilities in the Southeast to form the SERC to augment further [added: the reliability and adequacy of bulk power supply.]

[Table of [removed: Contents](#i11d6afaeae0747f28927061630a925e4_7)] [added: Contents](#i4edb778c706f4f2e83351ad068238e9e_7)] [Index to Financial [removed: Statements](#i11d6afaeae0747f28927061630a925e4_364)][added: Statements](#i4edb778c706f4f2e83351ad068238e9e_349)]

[removed: SEEM] [added: SEEM, whose members include the traditional electric operating companies and many of the other electric service providers in the Southeast,] is an extension of the existing bilateral market where participants [removed: will] use an automated, intra-hour energy exchange to buy and sell power close to the time the energy is consumed, utilizing available unreserved transmission.

These subsidiaries were created to own, operate, and pursue [removed: natural gas and renewable] [added: power] generation facilities, either wholly or in partnership with various third parties.

At December 31, [removed: 2021,] [added: 2022,] Southern Power's generation fleet, which is owned in part with various partners, totaled [removed: 12,446] [added: 12,501] MWs of nameplate capacity in commercial operation (including [removed: 5,066] [added: 5,121] MWs of nameplate capacity owned by its subsidiaries).

A majority of Southern Power's partnerships in renewable facilities allow for the sharing of cash distributions and tax benefits at differing percentages, with Southern Power being the controlling [removed: member] [added: partner] and thus consolidating the assets and operations of the partnerships.

[removed: At December 31, 2021, Southern Power had eight tax equity partnership arrangements where the tax equity] investors receive substantially all of the tax benefits from the facilities, including ITCs and PTCs.

With the inclusion of investments associated with [removed: the] facilities [removed: currently] under construction, as well as other capacity and energy contracts, Southern Power's average investment coverage ratio at December 31, [removed: 2021] [added: 2022] was [removed: 95%] [added: 96%] through [removed: 2026] [added: 2027] and [removed: 92%] [added: 90%] through [removed: 2031,] [added: 2032,] with an average remaining contract duration of approximately [removed: 13] [added: 12] years.

For the year ended December 31, [removed: 2021,] [added: 2022,] approximately [removed: 47%] [added: 44%] of contracted MWs were with AAA to A- or equivalent rated counterparties, [removed: 42%] [added: 43%] were with BBB+ to BBB- or equivalent rated counterparties, and [removed: 8%] [added: 11%] were with unrated entities that either have ratemaking authority or have posted collateral to cover potential credit exposure.

See Note 15 to the financial statements under "Southern Company Gas" in Item 8 herein for information regarding Southern Company Gas' recent dispositions, including the sale of [removed: Sequent.][added: Sequent and the sale and pending sale of the remaining facilities within the storage operations business.]

Gas distribution operations, the largest segment of Southern Company Gas' business, operates, constructs, and maintains [removed: 76,289] [added: 77,591] miles of natural gas pipelines and 14 storage facilities, with total capacity of 157 Bcf, to provide natural gas to residential, commercial, and industrial customers.

Gas distribution operations serves approximately [removed: 4.3] [added: 4.4] million customers across four states.

SNG, the largest natural gas pipeline investment, is the owner of a 7,000-mile pipeline connecting natural gas supply basins in Texas, Louisiana, Mississippi, and Alabama to [added: markets in Louisiana, Mississippi, Alabama, Florida, Georgia, South Carolina, and Tennessee.]

[removed: For additional] information on Southern Company Gas's pipeline investments, see Note 7 to the financial statements under "Southern Company Gas" in Item 8 herein.

Gas marketing services is comprised of SouthStar, which serves approximately [removed: 603,000] [added: 622,000] natural gas commodity customers, markets gas to residential, commercial, and industrial customers and offers energy-related products that provide natural gas price stability and utility bill management in competitive markets or markets that provide for customer choice.

In [removed: 2022,] [added: 2023,] the Southern Company system's construction program is expected to be apportioned approximately as follows:

| | | | [removed: (in billions)] [added: *(in billions)*] | | | | | | | | | | | |

| Environmental compliance(c) | | | 0.1 | | | [removed: —] [added: 0.1] | | | [removed: —] [added: 0.1] | | | — | | |

| Generation maintenance | | | [removed: 0.9] [added: 1.2] | | | 0.5 | | | [removed: 0.3] [added: 0.6] | | | 0.1 | | |

| Transmission | | | 1.5 | | | 0.4 | | | [removed: 1.0] [added: 1.1] | | | [removed: —] [added: 0.1] | | |

| Distribution | | | [removed: 1.7] [added: 1.6] | | | 0.4 | | | [removed: 1.2] [added: 1.1] | | | 0.1 | | |

| Nuclear fuel | | | [removed: 0.2] [added: 0.3] | | | 0.1 | | | [removed: 0.1] [added: 0.2] | | | — | | |

[removed: |] Southern Company [removed: Gas(e) | | | 1.7 | | | | | | | | | | | |][added: Gas]

| Other subsidiaries | | | [removed: 0.3] [added: 0.2] | | | | | | | | | | | |

(d)Does not include approximately [removed: $0.3] [added: $0.5] billion for planned acquisitions and placeholder growth, which may vary materially due to market opportunities and Southern Power's ability to execute its growth strategy.

See MANAGEMENT'S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – "Cash Requirements" in Item 7 herein for additional information, including estimated [removed: construction and environmental] expenditures for [added: construction, environmental compliance, and closure and monitoring of ash ponds and landfills for] the years [removed: 2023] [added: 2024] through [removed: 2026.][added: 2027.]

See MANAGEMENT'S DISCUSSION AND ANALYSIS – RESULTS OF OPERATION – "Southern Company – Electricity Business – Fuel and Purchased Power Expenses" and MANAGEMENT'S DISCUSSION AND ANALYSIS – RESULTS OF OPERATION under "Fuel and Purchased Power Expenses" for each of the traditional electric operating companies in Item 7 herein for information regarding the electricity generated and the average cost of fuel in cents per net KWH generated for the years [removed: 2020] [added: 2021] and [removed: 2021.][added: 2022.]

For [removed: 2022,] [added: 2023,] SCS has contracted for [removed: 517] [added: 659] Bcf of natural gas supply under agreements with remaining terms up to [removed: 12] [added: 11] years.

The traditional electric operating companies have agreements in place from which they expect to receive substantially all of their [removed: 2022] [added: 2023] coal burn requirements.

[removed: Additionally,] Southern Company and the traditional electric operating companies will continue to evaluate the need to purchase additional emissions allowances, the timing of capital expenditures for environmental control equipment, and potential unit retirements and replacements.

See MANAGEMENT'S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – "Environmental Matters" in Item 7 herein and Note 2 to the financial statements under [added: "Alabama Power – Environmental Accounting Order,"] "Georgia Power – Integrated Resource [removed: Plan"] [added: Plans,"] and "Mississippi Power – Integrated Resource Plan" in Item 8 herein for [removed: information regarding] [added: additional information, including the Southern Company system's electric generating mix and] plans to retire or convert to natural gas certain coal-fired generating capacity.

Alabama Power and Georgia Power have multiple contracts covering their nuclear fuel needs for uranium, conversion services, enrichment services, and fuel fabrication with remaining terms ranging from one to [removed: 13] [added: 12] years.

Advances in natural gas drilling in shale producing regions of the United States have resulted in historically high supplies of natural [removed: gas and lower prices for natural gas, which fluctuate over time.][added: gas.]

[removed: Southern Company Gas] purchases natural gas supplies in the open market by contracting with producers and marketers and, for Atlanta Gas Light and Chattanooga Gas, [removed: from Sequent,] under asset management agreements approved by the applicable state regulatory agency.

When firm pipeline services are temporarily not needed, Southern Company Gas may release the services in the secondary market under FERC-approved capacity release provisions or utilize asset management arrangements, thereby reducing the net cost of natural gas [added: charged to customers for most of the natural gas distribution utilities.]

As of December 31, [removed: 2021,] [added: 2022,] the territory had an area of approximately 116,000 square miles and an estimated population of approximately [removed: 16] [added: 17] million.

The sales contract with AMEA [removed: is scheduled to] [added: will] expire on December 31, 2025.

Alabama Power, Georgia Power, and Mississippi Power each operate with one reportable business segment, since substantially all of their business is providing electric service to customers.

Southern Power also operates its business with one reportable business segment, the sale of electricity in the competitive wholesale market.

schedules, load retention programs, emergency operations, and other matters affecting the reliability of bulk power supply.

On November 9, 2022, the Southeast Energy Exchange Market (SEEM) began service.

The FERC's orders related to SEEM have been appealed.

At December 31, 2022, Southern Power had eight tax equity partnership arrangements where the tax equity

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

For additional

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

| New generation | | | $ | 1.2 | | $ | 0.1 | | $ | 1.1 | | $ | — | |

| General plant | | | 1.0 | | | 0.4 | | | 0.5 | | | 0.1 | | |

| | | | 6.9 | | | 2.0 | | | 4.6 | | | 0.3 | | |

| Total(a) | | | $ | 9.1 | | $ | 2.0 | | $ | 4.6 | | $ | 0.3 | |

The traditional electric operating companies also anticipate continued expenditures associated with closure and monitoring of ash ponds and landfills in accordance with the CCR Rule and the related state rules, which are reflected in the applicable Registrants' ARO liabilities.

Estimated costs for 2023 total $672 million for Southern Company, primarily consisting of $330 million for Alabama Power, $295 million for Georgia Power, and $21 million for Mississippi Power.

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

While none of Southern Company's subsidiaries are currently subject to renewable portfolio standards or similar requirements, management of the traditional electric operating companies is working with applicable regulators through their IRP processes to continue the generating fleet transition in a manner responsible to customers, communities, employees, and other stakeholders.

Demand increases beginning in 2021 and continuing in 2022 resulted in price increases and high volatility, which has been exacerbated by pipeline constraints and increased exports.

The Henry Hub price averaged $6.38 per mmBtu in 2022.

Current forecasts for 2023 are approximately $3.30.

Forward market prices for 2024 and beyond indicate expectations, absent unforeseen developments, that prices will modestly increase.

The potential for price increases, similar to those in 2022, and high volatility remains.

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

| Residential | | | 1,320 | | | 2,367 | | | 157 | | | 3,844 | | |

| Commercial | | | 206 | | | 326 | | | 34 | | | 566 | | |

| Total(*) | | | 1,533 | | | 2,713 | | | 192 | | | 4,437 | | |

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

| Total | | | | | | 4,358 | | | 77.6 | | |

The related costs were immaterial.

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

The

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

On August 31, 2022, Southern Nuclear notified the NRC of its intent in 2025 to seek to renew the plant's licenses for an additional 20 years (through 2054 and 2058 for Units 1 and 2, respectively).

On August 3, 2022, the NRC published its 103(g) finding that the acceptance criteria in the COL for Unit 3 had been met, which allowed nuclear fuel to be loaded and start-up testing to begin.

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

Alabama Power provided its most recent IRP to the Alabama PSC during 2022.

On July 12, 2022, the Alabama PSC approved a CCN authorizing Alabama Power to complete the acquisition of the Calhoun Generating Station.

The transaction closed on September 30, 2022.

During 2021, Southern Holdings sold or terminated three of its leveraged lease investments and only one remains.

the reliability and adequacy of bulk power supply.

In February 2021, Southern Company joined a filing at the FERC proposing a Southeast Energy Exchange Market (SEEM) that included many of the other electric service providers in the Southeast.

In October 2021, the proposal became effective by operation of law following a tie vote by the FERC, subject to certain rehearing requests.

A petition for appeal has been filed regarding the FERC's orders.

SEEM is expected to begin service in mid-2022.

The ultimate outcome of this matter cannot be determined at this time.

In connection with the sale of former subsidiary Gulf Power in January 2019, an appendix was added to the IIC setting forth terms and conditions governing Gulf Power's continued participation in the IIC for a defined transition period.

On December 21, 2021, NextEra Energy provided a 180-day notice of its intention to leave the Southern Company power pool.

markets in Louisiana, Mississippi, Alabama, Florida, Georgia, South Carolina, and Tennessee.

| New generation | | | $ | 1.6 | | $ | 0.3 | | $ | 1.4 | | $ | — | |

| General plant | | | 0.6 | | | 0.2 | | | 0.3 | | | | | |

| | | | 6.6 | | | 1.9 | | | 4.4 | | | 0.3 | | |

| Total(a) | | | $ | 8.7 | | $ | 1.9 | | $ | 4.4 | | $ | 0.3 | |

Demand increases in 2021 resulted in price increases and high volatility; however, absent unforeseen developments, forward prices are expected to decline over the next several years.

Despite the sale of Sequent on July 1, 2021, the Atlanta Gas Light and Chattanooga Gas asset management agreements with Sequent remain in place and will expire on March 31, 2023 and March 31, 2025, respectively.

charged to customers for most of the natural gas distribution utilities.

| Residential | | | 1,309 | | | 2,329 | | | 156 | | | 3,795 | | |

| Commercial | | | 205 | | | 323 | | | 34 | | | 562 | | |

| Total(*) | | | 1,521 | | | 2,673 | | | 191 | | | 4,385 | | |

In 2019, Alabama Power agreed to provide PowerSouth an additional 100 MWs of year-round capacity service from November 1, 2020 through February 28, 2023, with the option to extend through May 31, 2023.

| Total | | | | | | 4,337 | | | 76.3 | | |

Such terms and cost of service, however, are subject to final state PSC approval.

On October 28, 2021, Alabama Power filed a petition for a CCN with the Alabama PSC to procure additional generating capacity through the acquisition of a 743-MW winter peak, simple-cycle, combustion turbine generation facility in Calhoun County, Alabama.

On January 31, 2022, Georgia Power filed its triennial IRP with the Georgia PSC.

On September 9, 2021, the Mississippi PSC issued an order confirming the conclusion of its review of Mississippi Power's 2021 IRP with no deficiencies identified.

| | | | At December 31, 2021(*) | | |

| SCS | | | 3,800 | | |

[Table of [removed: Contents](#i11d6afaeae0747f28927061630a925e4_7)] [added: Contents](#i4edb778c706f4f2e83351ad068238e9e_7)] [Index to Financial [removed: Statements](#i11d6afaeae0747f28927061630a925e4_364)][added: Statements](#i4edb778c706f4f2e83351ad068238e9e_349)]

For the Fiscal Year Ended December 31, [removed: 2021][added: 2022]

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:(*)][added: Act: None]

| Southern Company Gas | | | [added: X] | | | [removed: X] | | |

Aggregate market value of The Southern Company's common stock held by non-affiliates of The Southern Company at June 30, [removed: 2021: $64.1] [added: 2022: $75.8] billion.

| Registrant | | | | | | Description of Common Stock | | | | | | Shares Outstanding at January 31, [removed: 2022] [added: 2023] | | |

| The Southern Company | | | | | | Par Value $5 Per Share | | | | | | [removed: 1,060,226,587] [added: 1,088,907,919] | | |

Documents incorporated by reference: specified portions of The Southern Company's Definitive Proxy Statement on Schedule 14A relating to the [removed: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated by reference into PART III.

Each of [added: Alabama Power Company,] Georgia Power Company, Mississippi Power Company, Southern Power Company, and Southern Company Gas meets the conditions set forth in General Instructions I(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with the reduced disclosure format specified in General Instructions I(2)(b), (c), and (d) of Form 10-K.

| | | | [Cautionary Statement Regarding Forward-Looking [removed: Information](#i11d6afaeae0747f28927061630a925e4_13)] [added: Information](#i4edb778c706f4f2e83351ad068238e9e_13)] | | | [removed: [vi](#i11d6afaeae0747f28927061630a925e4_13)] [added: [vi](#i4edb778c706f4f2e83351ad068238e9e_13)] | | |

| [Item [removed: 1](#i11d6afaeae0747f28927061630a925e4_19)] [added: 1](#i4edb778c706f4f2e83351ad068238e9e_19)] | | | [removed: [Business](#i11d6afaeae0747f28927061630a925e4_19)] [added: [Business](#i4edb778c706f4f2e83351ad068238e9e_19)] | | | [removed: I-[1](#i11d6afaeae0747f28927061630a925e4_19)] [added: I-[1](#i4edb778c706f4f2e83351ad068238e9e_19)] | | |

| | | | [The Southern Company [removed: System](#i11d6afaeae0747f28927061630a925e4_22)] [added: System](#i4edb778c706f4f2e83351ad068238e9e_22)] | | | [removed: I-[1](#i11d6afaeae0747f28927061630a925e4_22)] [added: I-[1](#i4edb778c706f4f2e83351ad068238e9e_22)] | | |

| | | | [Construction [removed: Programs](#i11d6afaeae0747f28927061630a925e4_31)] [added: Programs](#i4edb778c706f4f2e83351ad068238e9e_31)] | | | [removed: I-[4](#i11d6afaeae0747f28927061630a925e4_31)] [added: I-[4](#i4edb778c706f4f2e83351ad068238e9e_31)] | | |

| | | | [Financing [removed: Programs](#i11d6afaeae0747f28927061630a925e4_34)] [added: Programs](#i4edb778c706f4f2e83351ad068238e9e_34)] | | | [removed: I-[5](#i11d6afaeae0747f28927061630a925e4_34)] [added: I-[5](#i4edb778c706f4f2e83351ad068238e9e_34)] | | |

| | | | [Fuel [removed: Supply](#i11d6afaeae0747f28927061630a925e4_37)] [added: Supply](#i4edb778c706f4f2e83351ad068238e9e_37)] | | | [removed: I-[5](#i11d6afaeae0747f28927061630a925e4_37)] [added: I-[5](#i4edb778c706f4f2e83351ad068238e9e_37)] | | |

| | | | [Territory Served by the Southern Company [removed: System](#i11d6afaeae0747f28927061630a925e4_43)] [added: System](#i4edb778c706f4f2e83351ad068238e9e_43)] | | | [removed: I-[6](#i11d6afaeae0747f28927061630a925e4_43)] [added: I-[6](#i4edb778c706f4f2e83351ad068238e9e_43)] | | |

| | | | [Rate [removed: Matters](#i11d6afaeae0747f28927061630a925e4_61)] [added: Matters](#i4edb778c706f4f2e83351ad068238e9e_61)] | | | [removed: I-[11](#i11d6afaeae0747f28927061630a925e4_61)] [added: I-[11](#i4edb778c706f4f2e83351ad068238e9e_61)] | | |

| | | | [Human [removed: Capital](#i11d6afaeae0747f28927061630a925e4_76)] [added: Capital](#i4edb778c706f4f2e83351ad068238e9e_76)] | | | [removed: I-[13](#i11d6afaeae0747f28927061630a925e4_76)] [added: I-[13](#i4edb778c706f4f2e83351ad068238e9e_76)] | | |

| [Item [removed: 1A](#i11d6afaeae0747f28927061630a925e4_79)] [added: 1A](#i4edb778c706f4f2e83351ad068238e9e_79)] | | | [Risk [removed: Factors](#i11d6afaeae0747f28927061630a925e4_79)] [added: Factors](#i4edb778c706f4f2e83351ad068238e9e_79)] | | | [removed: I-[15](#i11d6afaeae0747f28927061630a925e4_79)] [added: I-[15](#i4edb778c706f4f2e83351ad068238e9e_79)] | | |

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| [Item [removed: 3](#i11d6afaeae0747f28927061630a925e4_91)] [added: 3](#i4edb778c706f4f2e83351ad068238e9e_91)] | | | [Legal [removed: Proceedings](#i11d6afaeae0747f28927061630a925e4_91)] [added: Proceedings](#i4edb778c706f4f2e83351ad068238e9e_91)] | | | [removed: I-[34](#i11d6afaeae0747f28927061630a925e4_91)] [added: I-[34](#i4edb778c706f4f2e83351ad068238e9e_91)] | | |

| [Item [removed: 4](#i11d6afaeae0747f28927061630a925e4_94)] [added: 4](#i4edb778c706f4f2e83351ad068238e9e_94)] | | | [Mine Safety [removed: Disclosures](#i11d6afaeae0747f28927061630a925e4_94)] [added: Disclosures](#i4edb778c706f4f2e83351ad068238e9e_94)] | | | [removed: I-[34](#i11d6afaeae0747f28927061630a925e4_94)] [added: I-[34](#i4edb778c706f4f2e83351ad068238e9e_94)] | | |

| | | | [Information about Our Executive Officers – Southern [removed: Company](#i11d6afaeae0747f28927061630a925e4_97)] [added: Company](#i4edb778c706f4f2e83351ad068238e9e_97)] | | | [removed: I-[35](#i11d6afaeae0747f28927061630a925e4_97)] [added: I-[35](#i4edb778c706f4f2e83351ad068238e9e_97)] | | |

| | | | [PART [removed: II](#i11d6afaeae0747f28927061630a925e4_103)] [added: II](#i4edb778c706f4f2e83351ad068238e9e_103)] | | | | | |

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| [Item [removed: 8](#i11d6afaeae0747f28927061630a925e4_364)] [added: 8](#i4edb778c706f4f2e83351ad068238e9e_349)] | | | [Financial Statements and Supplementary [removed: Data](#i11d6afaeae0747f28927061630a925e4_364)] [added: Data](#i4edb778c706f4f2e83351ad068238e9e_349)] | | | [removed: II-[73](#i11d6afaeae0747f28927061630a925e4_364)] [added: II-[71](#i4edb778c706f4f2e83351ad068238e9e_349)] | | |

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| [Item [removed: 9C](#i11d6afaeae0747f28927061630a925e4_772)] [added: 9C](#i4edb778c706f4f2e83351ad068238e9e_748)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i11d6afaeae0747f28927061630a925e4_772)] [added: Inspections](#i4edb778c706f4f2e83351ad068238e9e_748)] | | | [removed: [II-](#i11d6afaeae0747f28927061630a925e4_769)[269](#i11d6afaeae0747f28927061630a925e4_769)] [added: [II-](#i4edb778c706f4f2e83351ad068238e9e_745)[256](#i4edb778c706f4f2e83351ad068238e9e_745)] | | |

| [Item [removed: 10](#i11d6afaeae0747f28927061630a925e4_793)] [added: 10](#i4edb778c706f4f2e83351ad068238e9e_769)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i11d6afaeae0747f28927061630a925e4_793)] [added: Governance](#i4edb778c706f4f2e83351ad068238e9e_769)] | | | [removed: III-[1](#i11d6afaeae0747f28927061630a925e4_793)] [added: III-[1](#i4edb778c706f4f2e83351ad068238e9e_769)] | | |

| [Item [removed: 11](#i11d6afaeae0747f28927061630a925e4_793)] [added: 11](#i4edb778c706f4f2e83351ad068238e9e_769)] | | | [Executive [removed: Compensation](#i11d6afaeae0747f28927061630a925e4_793)] [added: Compensation](#i4edb778c706f4f2e83351ad068238e9e_769)] | | | [removed: III-[1](#i11d6afaeae0747f28927061630a925e4_793)] [added: III-[1](#i4edb778c706f4f2e83351ad068238e9e_769)] | | |

| [Item [removed: 12](#i11d6afaeae0747f28927061630a925e4_793)] [added: 12](#i4edb778c706f4f2e83351ad068238e9e_769)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i11d6afaeae0747f28927061630a925e4_793)] [added: Matters](#i4edb778c706f4f2e83351ad068238e9e_769)] | | | [removed: III-[1](#i11d6afaeae0747f28927061630a925e4_793)] [added: III-[1](#i4edb778c706f4f2e83351ad068238e9e_769)] | | |

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| [Item [removed: 15](#i11d6afaeae0747f28927061630a925e4_805)] [added: 15](#i4edb778c706f4f2e83351ad068238e9e_781)] | | | [Exhibits and Financial Statement [removed: Schedules](#i11d6afaeae0747f28927061630a925e4_805)] [added: Schedules](#i4edb778c706f4f2e83351ad068238e9e_781)] | | | [removed: IV-[1](#i11d6afaeae0747f28927061630a925e4_805)] [added: IV-[1](#i4edb778c706f4f2e83351ad068238e9e_781)] | | |

| [Item [removed: 16](#i11d6afaeae0747f28927061630a925e4_805)] [added: 16](#i4edb778c706f4f2e83351ad068238e9e_781)] | | | [Form 10-K [removed: Summary](#i11d6afaeae0747f28927061630a925e4_805)] [added: Summary](#i4edb778c706f4f2e83351ad068238e9e_781)] | | | [removed: IV-[1](#i11d6afaeae0747f28927061630a925e4_805)] [added: IV-[1](#i4edb778c706f4f2e83351ad068238e9e_781)] | | |

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

| | | | [Definitions](#i4edb778c706f4f2e83351ad068238e9e_10) | | | [ii](#i4edb778c706f4f2e83351ad068238e9e_10) | | |

| | | | [PART I](#i4edb778c706f4f2e83351ad068238e9e_16) | | | | | |

| | | | [Competition](#i4edb778c706f4f2e83351ad068238e9e_49) | | | I-[8](#i4edb778c706f4f2e83351ad068238e9e_49) | | |

| | | | [Seasonality](#i4edb778c706f4f2e83351ad068238e9e_55) | | | I-[9](#i4edb778c706f4f2e83351ad068238e9e_55) | | |

| | | | [Regulation](#i4edb778c706f4f2e83351ad068238e9e_58) | | | I-[9](#i4edb778c706f4f2e83351ad068238e9e_58) | | |

| [Item 9B](#i4edb778c706f4f2e83351ad068238e9e_748) | | | [Other Information](#i4edb778c706f4f2e83351ad068238e9e_748) | | | II-[256](#i4edb778c706f4f2e83351ad068238e9e_748) | | |

| | | | [PART III](#i4edb778c706f4f2e83351ad068238e9e_769) | | | | | |

| | | | [PART IV](#i4edb778c706f4f2e83351ad068238e9e_778) | | | | | |

| | | | [Signatures](#i4edb778c706f4f2e83351ad068238e9e_808) | | | | | |

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

| FCC | | | Federal Communications Commission | | |

| FP&L | | | Florida Power and Light Company | | |

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

| SOFR | | | Secured Overnight Financing Rate | | |

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

- the notices of tender by OPC and Dalton of a portion of their ownership interests in Plant Vogtle Units 3 and 4 to Georgia Power, including related litigation;

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

| The Southern Company | | | 2019 Series A Corporate Units | | | SOLN | | | NYSE | | |

| Alabama Power Company | | | 5.00% Series Class A Preferred Stock | | | ALP PR Q | | | NYSE | | |

| Southern Power Company | | | Series 2016A 1.000% Senior Notes due 2022 | | | SO/22B | | | NYSE | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Registrant | | | Title of Each Class | | |

| Alabama Power Company | | | Preferred stock, cumulative, $100 par value: | | |

| | | | 4.20% Series | | |

| | | | 4.52% Series | | |

| | | | 4.60% Series | | |

| | | | 4.64% Series | | |

| | | | 4.72% Series | | |

| | | | 4.92% Series | | |

(*)At December 31, 2021

In addition, specified portions of Alabama Power Company's Definitive Proxy Statement on Schedule 14A relating to its 2022 Annual Meeting of Shareholders are incorporated by reference into PART III.

| | | | [Definitions](#i11d6afaeae0747f28927061630a925e4_10) | | | [ii](#i11d6afaeae0747f28927061630a925e4_10) | | |

| | | | [PART I](#i11d6afaeae0747f28927061630a925e4_16) | | | | | |

| | | | [Competition](#i11d6afaeae0747f28927061630a925e4_49) | | | I-[8](#i11d6afaeae0747f28927061630a925e4_49) | | |

| | | | [Seasonality](#i11d6afaeae0747f28927061630a925e4_55) | | | I-[9](#i11d6afaeae0747f28927061630a925e4_55) | | |

| | | | [Regulation](#i11d6afaeae0747f28927061630a925e4_58) | | | I-[9](#i11d6afaeae0747f28927061630a925e4_58) | | |

| | | | [Information about Our Executive Officers – Alabama Power](#i11d6afaeae0747f28927061630a925e4_100) | | | I-[37](#i11d6afaeae0747f28927061630a925e4_100) | | |

| [Item 9B](#i11d6afaeae0747f28927061630a925e4_772) | | | [Other Information](#i11d6afaeae0747f28927061630a925e4_772) | | | II-[269](#i11d6afaeae0747f28927061630a925e4_772) | | |

| | | | [PART III](#i11d6afaeae0747f28927061630a925e4_793) | | | | | |

| | | | [PART IV](#i11d6afaeae0747f28927061630a925e4_802) | | | | | |

| | | | [Signatures](#i11d6afaeae0747f28927061630a925e4_850) | | | | | |

| 2019 ARP | | | Alternate Rate Plan approved by the Georgia PSC in 2019 for Georgia Power for the years 2020 through 2022 | | |

| DSGP | | | Diamond State Generation Partners | | |

| Triton | | | Triton Container Investments, LLC, an investment of Southern Company Gas through May 29, 2019 | | |

- effects of inflation;

[Table of [removed: Contents](#i11d6afaeae0747f28927061630a925e4_7)] [added: Contents](#i4edb778c706f4f2e83351ad068238e9e_7)] [Index to Financial [removed: Statements](#i11d6afaeae0747f28927061630a925e4_364)][added: Statements](#i4edb778c706f4f2e83351ad068238e9e_349)]

| [removed: Generating Station/Ownership] [added: Company/Facility Type(a)/Facility Name/ Ownership] Percentage | | | Location | | | Nameplate [removed: Capacity] [added: Capacity (KWs)] | | | | | |

| [removed: FOSSIL STEAM] [added: Steam:] | | | | | | | | | | | |

| Barry [added: Unit 5] | | | Mobile, AL | | | [removed: 1,300,000] [added: 700,000] | | | | | |

| Greene County [added: Units 1 and 2] (60%) | | | Demopolis, AL | | | 300,000 | | | | | |

| Alabama [removed: Power Total] [added: Power(b)] | | | | | | [removed: 5,132,288] | | | | | |

| Georgia [removed: Power Total] [added: Power] | | | | | | [removed: 5,536,474] | | | | | |

| Greene County [added: Units 1 and 2] (40%) | | | Demopolis, AL | | | 200,000 | | | | | |

| Mississippi [removed: Power Total] [added: Power] | | | | | | [removed: 1,450,000] | | | | | |

| [removed: NUCLEAR STEAM] [added: *Nuclear*] | | | | | | | | | | | |

| Farley | | | Dothan, AL | | | [added: 1,720,000] | | | | | |

| [removed: Georgia Power Total] [added: Total Nuclear] | | | | | | 1,959,852 | | | | | |

| [removed: Total] Nuclear [removed: Steam] | | | | | | 3,679,852 | | | | | |

[Table of [removed: Contents](#i11d6afaeae0747f28927061630a925e4_7)] [added: Contents](#i4edb778c706f4f2e83351ad068238e9e_7)] [Index to Financial [removed: Statements](#i11d6afaeae0747f28927061630a925e4_364)][added: Statements](#i4edb778c706f4f2e83351ad068238e9e_349)]

| Greene County | | | Demopolis, AL | | | [added: 720,000] | | | | | |

| Cleveland [removed: County] | | | Cleveland County, NC | | | 720,000 | | | | | |

| Rowan [added: Units 1 through 3] | | | Salisbury, NC | | | 455,250 | | | | | |

| Southern [removed: Power Total] [added: Power] | | | | | | [removed: 2,600,050] | | | | | |

| [removed: COGENERATION] [added: *Cogeneration*] | | | | | | | | | | | |

| [removed: Alabama Power Total] [added: Total Cogeneration] | | | | | | 464,646 | | | | | |

| Chevron Cogenerating Station | | | Pascagoula, MS | | | 147,292 | | | [removed: (b)] [added: (d)] | | |

| [removed: Total Cogeneration] [added: Cogeneration] | | | | | | 611,938 | | | | | |

| [removed: COMBINED CYCLE] [added: Combined Cycle:] | | | | | | | | | | | |

| Barry [added: Units 6 and 7] | | | Mobile, AL | | | 1,070,424 | | | | | |

| Rowan [added: Unit 4] | | | Salisbury, NC | | | 530,550 | | | | | |

| [removed: Total] Combined [removed: Cycle] [added: Cycle:] | | | | | | [removed: 12,414,956] | | | | | |

| [removed: Alabama Power Total] [added: Total Hydro] | | | | | | 1,668,079 | | | | | |

| Burton | | | Clayton, GA | | | [removed: 6,120] [added: 8,100] | | | | | |

| Goat Rock | | | Columbus, GA | | | [removed: 38,600] [added: 40,500] | | | | | |

| Lloyd Shoals | | | Jackson, GA | | | [removed: 14,400] [added: 18,000] | | | | | |

| Terrora | | | Clayton, GA | | | [removed: 16,000] [added: 20,800] | | | | | |

| [removed: SOLAR FACILITIES] [added: *Solar*] | | | | | | | | | | | |

| [removed: Alabama Power Total] [added: Total Solar] | | | | | | 17,940 | | | | | |

| Cimarron | | | [removed: Springer,] [added: Colfax County,] NM | | | 30,640 | | | | | |

| Granville | | | [removed: Oxford,] [added: Granville County,] NC | | | 2,500 | | | | | |

| Lost [removed: Hills Blackwell] [added: Hills-Blackwell] | | | Kern County, CA | | | 32,000 | | | | | |

| [removed: Southern Power Total] [added: Total Solar] | | | | | | 2,395,460 | | | [removed: (d)] [added: (f)] | | |

| [removed: WIND FACILITIES] [added: *Wind*] | | | | | | | | | | | |

| Salt Fork | | | Donley & Gray [removed: Counties] [added: Counties,] TX | | | 174,000 | | | | | |

| [removed: Southern Power Total] [added: Total Wind] | | | | | | 2,534,580 | | | (e) | | |

| [removed: FUEL CELL FACILITY] [added: *Fuel Cell*] | | | | | | | | | | | |

At December 31, 2022, the traditional electric operating companies, Southern Power, and SEGCO owned and/or operated the generating facilities listed in the table below.

| *Coal* | | | | | | | | | | | |

| Total Coal | | | | | | 4,112,288 | | | | | |

| *Natural Gas* | | | | | | | | | | | |

| Combustion Turbine: | | | | | | | | | | | |

| Calhoun Generating Station | | | Calhoun County, AL | | | 748,000 | | | | | |

| Barry Units 1, 2, and 4 | | | Mobile, AL | | | 600,000 | | | | | |

| Total Natural Gas | | | | | | 4,323,424 | | | | | |

| *Hydro* | | | | | | | | | | | |

| Company/Facility Type(a)/Facility Name/ Ownership Percentage | | | Location | | | Nameplate Capacity (KWs) | | | | | |

| *Natural Gas* | | | | | | | | | | | |

| Combustion Turbine: | | | | | | | | | | | |

| Steam: | | | | | | | | | | | |

| Total Natural Gas | | | | | | 6,251,920 | | | | | |

| *Coal* | | | | | | | | | | | |

| Total Coal | | | | | | 3,910,924 | | | | | |

| *Nuclear* | | | | | | | | | | | |

| *Hydro* | | | | | | | | | | | |

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

| Company/Facility Type(a)/Facility Name/ Ownership Percentage | | | Location | | | Nameplate Capacity (KWs) | | | | | |

| Total Hydro | | | | | | 1,112,162 | | | | | |

| *Solar* | | | | | | | | | | | |

| Fort Valley | | | Fort Valley, GA | | | 10,800 | | | | | |

| Total Solar | | | | | | 358,106 | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| *Natural Gas* | | | | | | | | | | | |

| Combined Cycle: | | | | | | | | | | | |

| Combustion Turbine: | | | | | | | | | | | |

| Steam: | | | | | | | | | | | |

| Total Natural Gas | | | | | | 2,869,082 | | | | | |

| *Coal* | | | | | | | | | | | |

| *Cogeneration* | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| *Natural Gas* | | | | | | | | | | | |

| Combined Cycle: | | | | | | | | | | | |

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

The traditional electric operating companies, Southern Power, and SEGCO, at December 31, 2021, owned and/or operated 30 hydroelectric generating stations, 24 fossil fuel generating stations, three nuclear generating stations, 13 combined cycle/cogeneration stations, 45 solar facilities, 15 wind facilities, one fuel cell facility, and four battery storage facilities.

The amounts of capacity for each company at December 31, 2021 are shown in the table below.

| | | | | | | (KWs) | | | | | |

| Gadsden | | | Gadsden, AL | | | 120,000 | | | | | |

| Wansley (53.5%) | | | Carrollton, GA | | | 925,550 | | | | | |

| Gaston Units 1-4 | | | Wilsonville, AL | | | | | | | | |

| SEGCO Total | | | | | | 1,000,000 | | | (a) | | |

| Total Fossil Steam | | | | | | 13,118,762 | | | | | |

| Alabama Power Total | | | | | | 1,720,000 | | | | | |

| COMBUSTION TURBINES | | | | | | | | | | | |

| Alabama Power Total | | | | | | 720,000 | | | | | |

| Boulevard | | | Savannah, GA | | | 19,700 | | | | | |

| Wansley (53.5%) | | | Carrollton, GA | | | 26,322 | | | | | |

| Georgia Power Total | | | | | | 1,759,022 | | | | | |

| Mississippi Power Total | | | | | | 78,760 | | | | | |

| Gaston (SEGCO) | | | Wilsonville, AL | | | 19,680 | | | (a) | | |

| Total Combustion Turbines | | | | | | 5,177,512 | | | | | |

| Mississippi Power Total | | | | | | 147,292 | | | | | |

| Alabama Power Total | | | | | | 1,955,424 | | | | | |

| Georgia Power Total | | | | | | 3,838,920 | | | | | |

| Mississippi Power Total | | | | | | 1,840,322 | | | | | |

| Southern Power Total | | | | | | 4,780,290 | | | | | |

| HYDROELECTRIC FACILITIES | | | | | | | | | | | |

| Georgia Power Total | | | | | | 1,099,882 | | | | | |

| Total Hydroelectric Facilities | | | | | | 2,767,961 | | | | | |

| Georgia Power Total | | | | | | 347,306 | | | | | |

| Total Solar | | | | | | 2,760,706 | | | | | |

| Southern Power Total | | | | | | 27,500 | | | | | |

| Southern Power Total | | | | | | 108,500 | | | | | |

| Total Generating Capacity | | | | | | 43,202,267 | | | | | |

(g)The facility has a total nameplate capacity of 88 MWs, of which 73 MWs were placed in service during 2021 and the remaining MWs are expected to be placed in service later in the first quarter 2022.

(i)The facility has a total nameplate capacity of 72 MWs, of which 32 MWs were placed in service during 2021 and the remaining MWs are expected to be placed in service later in the first quarter 2022.

In conjunction with Southern Company's sale of Gulf Power, Mississippi Power and Gulf Power agreed to seek a restructuring of their 50% undivided ownership interests in the Plant Daniel coal units such that each of them would, after the restructuring, own 100% of a generating unit.

In 2019, Gulf Power provided notice to Mississippi Power that Gulf Power will retire its share of the coal generating capacity of Plant Daniel on January 15, 2024.

The all-time maximum demand of 38,777,000 KWs on the traditional electric operating companies (including Gulf Power), Southern Power Company, and SEGCO occurred on August 22, 2007.

| Plant Wansley | | | | | | 1,779 | | | | | | — | | | | | | — | | | | | | 53.5 | | | | | | — | | | | | | 30.0 | | | | | | 15.1 | | | | | | 1.4 | | | | | | — | | |

Southern Company Gas subsidiaries own two high-deliverability natural gas storage and hub facilities that are included in the all other segment.

Golden Triangle Storage, Inc. operates a storage facility in Texas consisting of two salt dome caverns.

Central Valley Gas Storage, LLC operates a depleted field storage facility in California.

[Table of [removed: Contents](#i11d6afaeae0747f28927061630a925e4_7)] [added: Contents](#i4edb778c706f4f2e83351ad068238e9e_7)] [Index to Financial [removed: Statements](#i11d6afaeae0747f28927061630a925e4_364)][added: Statements](#i4edb778c706f4f2e83351ad068238e9e_349)]

*(Identification of executive officers of Southern Company is inserted in Part I in accordance with Regulation S-K, Item 401) The ages of the officers set forth below are as of December 31, [removed: 2021.*][added: 2022.*]

[removed: Fanning][added: Fanning(1)]

Chairman, President, and Chief Executive Officer [added: of Alabama Power]

Age [removed: 51][added: 65]

Executive Vice President [added: since April 2021.]

Age [removed: 55][added: 56]

First elected in [removed: 2020.][added: 2023.]

Previously served as [added: Executive Vice President for Operations of SCS from June 2018 to April 2021,] President, Chief Executive Officer, and Director of Gulf Power from July 2012 through December [removed: 2018] [added: 2018,] and Chairman of Gulf Power's Board of Directors from July 2015 through December 2018.

Chairman, [removed: President] [added: President,] and Chief Executive Officer of Alabama Power [added: since January 2023.]

Age [removed: 59][added: 53]

[added: Chairman,] President, [added: and] Chief Executive [removed: Officer, and Director] [added: Officer] of [removed: Alabama Power] [added: SCS] since [removed: March 2014.][added: April 2021.]

Age [removed: 47][added: 48]

[removed: Greene][added: Greene(1)]

Kerr [removed: II][added: II(1)]

Age [removed: 57][added: 56]

[removed: Kuczynski][added: Kuczynski(2)]

[removed: Womack][added: Womack(1)]

Age [removed: 62][added: 60]

Previously served as [added: Executive Vice President of Customer and Employee Services of Alabama Power from June 2020 to January 2023,] Senior Vice President of Employee Services and Labor Relations [added: of Alabama Power] from June 2018 to June [removed: 2020] [added: 2020, Executive Vice President] and [removed: as] [added: Chief Administrative Officer of Southern Company Gas and President of AGL Services Company from September 2018 to June 2020, and] Vice President of Human Resources [added: of Alabama Power] from December 2015 to June 2018.

Executive Vice President, Chief [removed: Financial] [added: Legal] Officer, and [removed: Treasurer][added: Chief Compliance Officer *(effective April 1, 2023)*]

Age [removed: 50][added: 58]

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

Sterling A.

Spainhour(1)

First elected effective April 1, 2023.

Currently serving as Senior Vice President, General Counsel, Corporate Secretary, and Chief Compliance Officer of Georgia Power since June 2020 and Senior Vice President and General Counsel – East of SCS since July 2020.

Previously served as Senior Vice President and General Counsel of SCS from December 2016 to July 2020.

(1)Mr. Womack has been appointed President of Southern Company and elected as a member of the Board of Directors of Southern Company, each effective March 31, 2023.

Mr. Womack also has been appointed Chief Executive Officer of Southern Company effective immediately following the conclusion of Southern Company's 2023 Annual Meeting of Stockholders.

Mr. Fanning will relinquish the role of President upon Mr. Womack's assumption of the role on March 31, 2023 and assume the role of Executive Chairman of Southern Company upon Mr. Womack's assumption of the role of Chief Executive Officer.

In addition, effective March 31, 2023, Ms. Greene has been named Chair of the Board of Directors, Chief Executive Officer, and President of Georgia Power and Mr. Kerr has been named Chairman of the Board of Directors, Chief Executive Officer, and President of Southern Company Gas, and effective April 1, 2023, Mr. Spainhour has been named Executive Vice President, Chief Legal Officer, and Chief Compliance Officer of Southern Company.

(2)Mr. Kuczynski has resigned, effective March 31, 2023, from his position as President of Southern Nuclear.

Mr. Kuczynski will remain Chairman and Chief Executive Officer of Southern Nuclear.

Each officer listed above was elected at the annual meeting (or by written consent in lieu of the annual meeting) of the board of directors of the applicable company, to serve until the next such annual meeting or until his or her successor is elected and qualified, except for Mr. Peoples who was elected on January 4, 2023 and Mr. Spainhour who was elected on February 6, 2023.

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

Executive Vice President of SCS

Executive Vice President for Operations of SCS since June 2018.

Mark A.

Crosswhite

First elected in 2011.

Chairman of Alabama Power's Board of Directors since May 2014.

First elected in 2013.

First elected in 2014.

The officers of Southern Company were elected pursuant to a written consent in lieu of a meeting of the directors following the last annual meeting of stockholders held on May 26, 2021 for a term of one year or until their successors are elected and have qualified, except for Mr. Tucker, whose election as Executive Vice President and Chief Financial Officer of Southern Company was effective September 1, 2021.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS – ALABAMA POWER

*(Identification of executive officers of Alabama Power is inserted in Part I in accordance with Regulation S-K, Item 401.) The ages of the officers set forth below are as of December 31, 2021.*

President, Chief Executive Officer, and Director since March 1, 2014.

Chairman since May 2014.

Executive Vice President of Customer and Employee Services since June 2020.

Philip C.

Raymond

First elected in 2010.

Executive Vice President, Chief Financial Officer, and Treasurer since August 2010.

Zeke W.

Smith

Executive Vice President of External Affairs since November 2010.

James P.

Heilbron

Senior Vice President and Senior Production Officer

Senior Vice President and Senior Production Officer of Alabama Power since March 2013 and Senior Vice President and Senior Production Officer – West of SCS and Senior Production Officer of Mississippi Power since October 2018.

R.

Scott Moore

Senior Vice President

First elected in 2017.

Senior Vice President of Power Delivery since May 2017.

Previously served as Vice President of Transmission from August 2012 to May 2017.

The officers of Alabama Power were elected at the meeting of the directors held on April 23, 2021 for a term of one year or until their successors are elected and have qualified.

I-37

(a)(2) Number of Southern Company's common stockholders of record at January 31, [removed: 2022: 103,154][added: 2023: 99,521]

Dividends paid per share of common stock were [removed: $2.62] [added: $2.70] in [removed: 2021] [added: 2022] and [removed: $2.54] [added: $2.62] in [removed: 2020.][added: 2021.]

In January [removed: 2022,] [added: 2023,] Southern Company declared a quarterly dividend of [removed: 66] [added: 68] cents per share.

[Table of [removed: Contents](#i11d6afaeae0747f28927061630a925e4_7)] [added: Contents](#i4edb778c706f4f2e83351ad068238e9e_7)] [Index to Financial [removed: Statements](#i11d6afaeae0747f28927061630a925e4_364)][added: Statements](#i4edb778c706f4f2e83351ad068238e9e_349)]

[removed: | [The Southern] [added: Southern] Company and Subsidiary [removed: Companies:](#i11d6afaeae0747f28927061630a925e4_367) | | | | | |][added: Companies]

| [Report of Independent Registered Public Accounting [removed: Firm](#i11d6afaeae0747f28927061630a925e4_370)] [added: Firm](#i4edb778c706f4f2e83351ad068238e9e_358)] | | | [removed: II-[74](#i11d6afaeae0747f28927061630a925e4_370)] [added: II-[72](#i4edb778c706f4f2e83351ad068238e9e_358)] | | |

| [Consolidated Statements of Income for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_373)[,] [added: 31, 2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_373)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_361)] | | | [removed: II-[78](#i11d6afaeae0747f28927061630a925e4_373)] [added: II-[76](#i4edb778c706f4f2e83351ad068238e9e_361)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_376)[,] [added: 31, 2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_376)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_364)] | | | [removed: II-[79](#i11d6afaeae0747f28927061630a925e4_376)] [added: II-[77](#i4edb778c706f4f2e83351ad068238e9e_364)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_379)[,] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_367) [2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_379)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_367)] | | | [removed: II-[80](#i11d6afaeae0747f28927061630a925e4_379)] [added: II-[78](#i4edb778c706f4f2e83351ad068238e9e_367)] | | |

| [Consolidated Balance Sheets at December [removed: 31](#i11d6afaeae0747f28927061630a925e4_382)[, 2021] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_370) [2022] and [removed: 2020](#i11d6afaeae0747f28927061630a925e4_382)] [added: 2021](#i4edb778c706f4f2e83351ad068238e9e_370)] | | | [removed: II-[81](#i11d6afaeae0747f28927061630a925e4_382)] [added: II-[79](#i4edb778c706f4f2e83351ad068238e9e_370)] | | |

| [Consolidated Statements of Stockholders' Equity for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_385)[,] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_373) [2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_385)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_373)] | | | [removed: II-[83](#i11d6afaeae0747f28927061630a925e4_385)] [added: II-[81](#i4edb778c706f4f2e83351ad068238e9e_373)] | | |

[removed: | [Alabama Power:](#i11d6afaeae0747f28927061630a925e4_388) | | | | | |][added: Alabama Power Company]

| [Report of Independent Registered Public Accounting [removed: Firm](#i11d6afaeae0747f28927061630a925e4_391)] [added: Firm](#i4edb778c706f4f2e83351ad068238e9e_379)] | | | [removed: II-[84](#i11d6afaeae0747f28927061630a925e4_391)] [added: II-[82](#i4edb778c706f4f2e83351ad068238e9e_379)] | | |

| [Statements of Income for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_394)[,] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_382) [2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_394)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_382)] | | | [removed: II-[86](#i11d6afaeae0747f28927061630a925e4_394)] [added: II-[84](#i4edb778c706f4f2e83351ad068238e9e_382)] | | |

| [Statements of Comprehensive Income for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_397)[,] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_385) [2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_397)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_385)] | | | [removed: II-[87](#i11d6afaeae0747f28927061630a925e4_397)] [added: II-[84](#i4edb778c706f4f2e83351ad068238e9e_385)] | | |

| [Statements of Cash Flows for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_400)[,] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_388) [2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_400)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_388)] | | | [removed: II-[88](#i11d6afaeae0747f28927061630a925e4_400)] [added: II-[85](#i4edb778c706f4f2e83351ad068238e9e_388)] | | |

| [Balance Sheets at December [removed: 31](#i11d6afaeae0747f28927061630a925e4_403)[, 2021] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_391) [2022] and [removed: 2020](#i11d6afaeae0747f28927061630a925e4_403)] [added: 2021](#i4edb778c706f4f2e83351ad068238e9e_391)] | | | [removed: II-[89](#i11d6afaeae0747f28927061630a925e4_403)] [added: II-[86](#i4edb778c706f4f2e83351ad068238e9e_391)] | | |

| [Statements of Common Stockholder's Equity for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_406)[,] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_394) [2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_406)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_394)] | | | [removed: II-[91](#i11d6afaeae0747f28927061630a925e4_406)] [added: II-[88](#i4edb778c706f4f2e83351ad068238e9e_394)] | | |

[removed: | [Georgia Power:](#i11d6afaeae0747f28927061630a925e4_409) | | | | | |][added: Georgia Power Company]

| [Report of Independent Registered Public Accounting [removed: Firm](#i11d6afaeae0747f28927061630a925e4_412)] [added: Firm](#i4edb778c706f4f2e83351ad068238e9e_400)] | | | [removed: II-[92](#i11d6afaeae0747f28927061630a925e4_412)] [added: II-[89](#i4edb778c706f4f2e83351ad068238e9e_400)] | | |

| [Statements of Income for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_415)[,] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_403) [2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_415)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_403)] | | | [removed: II-[95](#i11d6afaeae0747f28927061630a925e4_415)] [added: II-[92](#i4edb778c706f4f2e83351ad068238e9e_403)] | | |

| [Statements of Comprehensive Income for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_418)[,] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_406) [2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_418)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_406)] | | | [removed: II-[96](#i11d6afaeae0747f28927061630a925e4_418)] [added: II-[92](#i4edb778c706f4f2e83351ad068238e9e_406)] | | |

| [Statements of Cash Flows for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_421)[,] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_409) [2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_421)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_409)] | | | [removed: II-[97](#i11d6afaeae0747f28927061630a925e4_421)] [added: II-[93](#i4edb778c706f4f2e83351ad068238e9e_409)] | | |

| [Balance Sheets at December [removed: 31](#i11d6afaeae0747f28927061630a925e4_424)[, 2021] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_412) [2022] and [removed: 2020](#i11d6afaeae0747f28927061630a925e4_424)] [added: 2021](#i4edb778c706f4f2e83351ad068238e9e_412)] | | | [removed: II-[98](#i11d6afaeae0747f28927061630a925e4_424)] [added: II-[94](#i4edb778c706f4f2e83351ad068238e9e_412)] | | |

| [Statements of Common Stockholder's Equity for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_427)[,] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_415) [2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_427)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_415)] | | | [removed: II-[100](#i11d6afaeae0747f28927061630a925e4_427)] [added: II-[96](#i4edb778c706f4f2e83351ad068238e9e_415)] | | |

[removed: | [Mississippi Power:](#i11d6afaeae0747f28927061630a925e4_430) | | | | | |][added: Mississippi Power Company]

| [Report of Independent Registered Public Accounting [removed: Firm](#i11d6afaeae0747f28927061630a925e4_433)] [added: Firm](#i4edb778c706f4f2e83351ad068238e9e_421)] | | | [removed: II-[101](#i11d6afaeae0747f28927061630a925e4_433)] [added: II-[97](#i4edb778c706f4f2e83351ad068238e9e_421)] | | |

| [Statements of Income for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_436)[,] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_424) [2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_436)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_424)] | | | [removed: II-[103](#i11d6afaeae0747f28927061630a925e4_436)] [added: II-[99](#i4edb778c706f4f2e83351ad068238e9e_424)] | | |

| [Statements of Comprehensive Income for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_439)[,] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_427) [2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_439)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_427)] | | | [removed: II-[104](#i11d6afaeae0747f28927061630a925e4_439)] [added: II-[99](#i4edb778c706f4f2e83351ad068238e9e_427)] | | |

| [Statements of Cash Flows for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_442)[,] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_430) [2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_442)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_430)] | | | [removed: II-[105](#i11d6afaeae0747f28927061630a925e4_442)] [added: II-[100](#i4edb778c706f4f2e83351ad068238e9e_430)] | | |

| [Statements of Common Stockholder's Equity for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_448)[,] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_436) [2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_448)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_436)] | | | [removed: II-[108](#i11d6afaeae0747f28927061630a925e4_448)] [added: II-[103](#i4edb778c706f4f2e83351ad068238e9e_436)] | | |

[removed: | [Southern] [added: Southern] Power [added: Company] and Subsidiary [removed: Companies:](#i11d6afaeae0747f28927061630a925e4_451) | | | | | |][added: Companies]

| [Report of Independent Registered Public Accounting [removed: Firm](#i11d6afaeae0747f28927061630a925e4_454)] [added: Firm](#i4edb778c706f4f2e83351ad068238e9e_442)] | | | [removed: II-[109](#i11d6afaeae0747f28927061630a925e4_454)] [added: II-[104](#i4edb778c706f4f2e83351ad068238e9e_442)] | | |

| [Consolidated Statements of [removed: Income] [added: Stockholders' Equity] for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_457)[,] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_457) [2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_457)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_457)] | | | [removed: II-[111](#i11d6afaeae0747f28927061630a925e4_457)] [added: II-[111](#i4edb778c706f4f2e83351ad068238e9e_457)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_460)[,] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_448) [2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_460)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_448)] | | | [removed: II-[112](#i11d6afaeae0747f28927061630a925e4_460)] [added: II-[107](#i4edb778c706f4f2e83351ad068238e9e_448)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_463)[,] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_451) [2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_463)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_451)] | | | [removed: II-[113](#i11d6afaeae0747f28927061630a925e4_463)] [added: II-[108](#i4edb778c706f4f2e83351ad068238e9e_451)] | | |

| [Consolidated Balance Sheets at December [removed: 31](#i11d6afaeae0747f28927061630a925e4_466)[, 2021] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_454) [2022] and [removed: 2020](#i11d6afaeae0747f28927061630a925e4_466)] [added: 2021](#i4edb778c706f4f2e83351ad068238e9e_454)] | | | [removed: II-[114](#i11d6afaeae0747f28927061630a925e4_466)] [added: II-[109](#i4edb778c706f4f2e83351ad068238e9e_454)] | | |

| [Consolidated Statements of [removed: Stockholders' Equity] [added: Comprehensive Income] for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_469)[,] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_469) [2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_469)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_469)] | | | [removed: II-[116](#i11d6afaeae0747f28927061630a925e4_469)] [added: II-[116](#i4edb778c706f4f2e83351ad068238e9e_469)] | | |

[removed: | [Southern] [added: Southern] Company Gas and Subsidiary [removed: Companies:](#i11d6afaeae0747f28927061630a925e4_472) | | | | | |][added: Companies]

| [Report of Independent Registered Public Accounting [removed: Firm](#i11d6afaeae0747f28927061630a925e4_475)] [added: Firm](#i4edb778c706f4f2e83351ad068238e9e_463)] | | | [removed: II-[117](#i11d6afaeae0747f28927061630a925e4_475)] [added: II-[112](#i4edb778c706f4f2e83351ad068238e9e_463)] | | |

| [Consolidated Statements of Income for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_478)[,] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_445) [2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_478)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_445)] | | | [removed: II-[121](#i11d6afaeae0747f28927061630a925e4_478)] [added: II-[106](#i4edb778c706f4f2e83351ad068238e9e_445)] | | |

| [Consolidated Statements of [removed: Comprehensive] Income for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_481)[,] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_466) [2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_481)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_466)] | | | [removed: II-[122](#i11d6afaeae0747f28927061630a925e4_481)] [added: II-[116](#i4edb778c706f4f2e83351ad068238e9e_466)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 31](#i11d6afaeae0747f28927061630a925e4_484)[,] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_472) [2022,] 2021, [removed: 2020,] and [removed: 2019](#i11d6afaeae0747f28927061630a925e4_484)] [added: 2020](#i4edb778c706f4f2e83351ad068238e9e_472)] | | | [removed: II-[123](#i11d6afaeae0747f28927061630a925e4_484)] [added: II-[117](#i4edb778c706f4f2e83351ad068238e9e_472)] | | |

| [Consolidated Balance Sheets at December [removed: 31](#i11d6afaeae0747f28927061630a925e4_487)[, 2021] [added: 31,](#i4edb778c706f4f2e83351ad068238e9e_475) [2022] and [removed: 2020](#i11d6afaeae0747f28927061630a925e4_487)] [added: 2021](#i4edb778c706f4f2e83351ad068238e9e_475)] | | | [removed: II-[124](#i11d6afaeae0747f28927061630a925e4_487)] [added: II-[118](#i4edb778c706f4f2e83351ad068238e9e_475)] | | |

| [The Southern Company and Subsidiary Companies:](#i4edb778c706f4f2e83351ad068238e9e_355) | | | | | |

| [Georgia Power:](#i4edb778c706f4f2e83351ad068238e9e_397) | | | | | |

| [Mississippi Power:](#i4edb778c706f4f2e83351ad068238e9e_418) | | | | | |

| [Balance Sheets at December 31,](#i4edb778c706f4f2e83351ad068238e9e_433) [2022 and 2021](#i4edb778c706f4f2e83351ad068238e9e_433) | | | II-[101](#i4edb778c706f4f2e83351ad068238e9e_433) | | |

| [Southern Power and Subsidiary Companies:](#i4edb778c706f4f2e83351ad068238e9e_439) | | | | | |

| [Southern Company Gas and Subsidiary Companies:](#i4edb778c706f4f2e83351ad068238e9e_460) | | | | | |

| [Combined Notes to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_481) | | | II-[121](#i4edb778c706f4f2e83351ad068238e9e_481) | | |

II-71

II-72

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

While the project is not subject to a cost cap, Georgia Power's cost and schedule forecasts are subject to numerous uncertainties which could impact cost recovery.

The projected schedule for Unit 3 primarily depends on the progression of final component and pre-operational testing and start-up, which may be impacted by further equipment, component, and/or other operational challenges.

The projected schedule for Unit 4 primarily depends on potential impacts arising from Unit 4 testing activities overlapping with Unit 3 start-up and commissioning; maintaining overall construction productivity and production levels, particularly in subcontractor scopes of work; and maintaining appropriate levels of craft laborers.

As Unit 4 completes construction and transitions further into testing, ongoing and potential future challenges include the timeframe and duration of hot functional and other testing; the pace and quality of remaining commodities installation; completion of documentation to support Inspections, Tests, Analyses, and Acceptance Criteria (ITAAC) submittals; the pace of remaining work package closures and system turnovers; and the availability of craft, supervisory, and technical support resources.

Ongoing or future challenges for both units also include management of contractors and vendors; subcontractor performance; and/or related cost escalation.

New challenges also may continue to arise, as Unit 3 completes start-up and commissioning and Unit 4 moves further into testing and start-up, which may result in required engineering changes or remediation related to plant systems, structures, or components (some of which are based on new technology that only within the last few years began initial operation in the global nuclear industry at this scale).

These challenges may result in further schedule delays and/or cost increases.

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

For the Years Ended December 31, 2022, 2021, and 2020

| Dividends on preferred stock of subsidiaries | | | 11 | | | | | | 15 | | | | | | 15 | | |

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

For the Years Ended December 31, 2022, 2021, and 2020

| Estimated loss on Plant Vogtle Units 3 and 4 | | | 183 | | | | | | 1,692 | | | | | | 325 | | |

| \-Fossil fuel for generation | | | (125) | | | | | | 99 | | | | | | (29) | | |

| Property additions | | | (7,923) | | | | | | (7,586) | | | | | | (7,522) | | |

| Preferred stock | | | (298) | | | | | | — | | | | | | — | | |

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

| Authorized - 10 million shares | | | | | | | | | | | |

| Outstanding - 2022: no shares; 2021: 0.5 million shares | | | | | | | | | | | |

| Authorized - 28 million shares | | | | | | | | | | | |

| Outstanding - 2022: no shares; 2021: 10 million shares | | | | | | | | | | | |

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

For the Years Ended December 31, 2022, 2021, and 2020

Southern Company and Subsidiary Companies

| Balance at December 31, 2022 | | | 1,090 | | | | | | (1) | | | | | | $ | 5,417 | | | | | $ | 13,673 | | | | | $ | (53) | | | | | $ | 11,538 | | | | | $ | (167) | | | | | | | | | | | $ | 4,124 | | | | | $ | 34,532 | |

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| [Balance Sheets at December 31](#i11d6afaeae0747f28927061630a925e4_445)[, 2021 and 2020](#i11d6afaeae0747f28927061630a925e4_445) | | | II-[106](#i11d6afaeae0747f28927061630a925e4_445) | | |

While the project is not subject to a cost cap, Georgia Power's cost and schedule forecasts are subject to numerous uncertainties which could impact cost recovery, including ongoing or future challenges with management of contractors and vendors; subcontractor performance; supervision of craft labor and related productivity, particularly in the installation of electrical, mechanical, and instrumentation and controls commodities, ability to attract and retain craft labor, and/or related cost escalation; and procurement and related installation.

The ongoing and potential future challenges described above may change the projected schedule and estimated cost.

In addition, the continuing effects of the COVID-19 pandemic could further disrupt or delay construction, testing, supervisory, and support activities at Plant Vogtle Units 3 and 4.

February 16, 2022

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

The accompanying notes are an integral part of these consolidated financial statements.

| Pension and postretirement funding | | | — | | | | | | (2) | | | | | | (1,136) | | |

| Property additions | | | (7,240) | | | | | | (7,441) | | | | | | (7,555) | | |

| Proceeds — | | | | | | | | | | | | | | | | | |

| Energy marketing | | | — | | | | | | 516 | | |

| Leveraged leases | | | — | | | | | | 556 | | |

| Energy marketing trade payables | | | — | | | | | | 494 | | |

| Balance at December 31, 2018 | | | 1,035 | | | | | | (1) | | | | | | $ | 5,164 | | | | | $ | 11,094 | | | | | $ | (38) | | | | | $ | 8,706 | | | | | $ | (203) | | | | | | | | | | | $ | 4,316 | | | | | $ | 29,039 | |

| Issuance of equity units(*) | | | — | | | | | | — | | | | | | — | | | | | | (198) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | (198) | | |

The accompanying notes are an integral part of these financial statements.

| Pension and postretirement funding | | | — | | | | | | (2) | | | | | | (362) | | |

| Balance at December 31, 2018 | | | 31 | | | | | | $ | 1,222 | | | | | $ | 3,508 | | | | | $ | 2,775 | | | | | $ | (28) | | | | | $ | 7,477 | |

| Other | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 1 | | |

future regulatory proceedings.

| Pension and postretirement funding | | | — | | | | | | — | | | | | | (200) | | |

| Other deferred charges – affiliated | | | — | | | | | | — | | | | | | (108) | | |

| \-Retail fuel cost over recovery | | | (113) | | | | | | 113 | | | | | | — | | |

| Balance at December 31, 2018 | | | 9 | | | | | | $ | 398 | | | | | $ | 10,322 | | | | | $ | 3,612 | | | | | $ | (9) | | | | | $ | 14,323 | |

| Fuel | | | 470 | | | | | | 350 | | | | | | 407 | | |

| Pension and postretirement funding | | | — | | | | | | — | | | | | | (54) | | |

| Other revenue bonds | | | (320) | | | | | | — | | | | | | — | | |

| Other | | | 47 | | | | | | 109 | | |

| Balance at December 31, 2018 | | | 1 | | | | | | $ | 38 | | | | | $ | 4,546 | | | | | $ | (2,971) | | | | | $ | (4) | | | | | $ | 1,609 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 139 | | | | | | — | | | | | | 139 | | |

| Other | | | — | | | | | | — | | | | | | — | | | | | | (1) | | | | | | 1 | | | | | | — | | |

| Purchased power | | | 139 | | | | | | 74 | | | | | | 108 | | |

| Deferred income taxes | | | 55 | | | | | | (25) | | | | | | (74) | | |

| Pension and postretirement funding | | | — | | | | | | — | | | | | | (24) | | |

| Other, net | | | (6) | | | | | | (5) | | | | | | (6) | | |

| Investment in unconsolidated subsidiaries | | | — | | | | | | — | | | | | | (116) | | |

| Interest (net of $6, $11, and $15 capitalized, respectively) | | | $ | 140 | | | | | $ | 147 | | | | | $ | 167 | |

| Income taxes, net | | | (275) | | | | | | (283) | | | | | | (664) | | |

There have been no changes in Southern Company's, Alabama Power's, Georgia Power's, Mississippi Power's, Southern Power's, or Southern Company Gas' internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the fourth quarter [removed: 2021] [added: 2022] that have materially affected or are reasonably likely to materially affect Southern Company's, Alabama Power's, Georgia Power's, Mississippi Power's, Southern Power's, or Southern Company Gas' internal control over financial reporting.

| [Southern Company](#i4edb778c706f4f2e83351ad068238e9e_751) | | | II-[257](#i4edb778c706f4f2e83351ad068238e9e_751) | | |

| [Alabama Power](#i4edb778c706f4f2e83351ad068238e9e_754) | | | II-[258](#i4edb778c706f4f2e83351ad068238e9e_754) | | |

| [Georgia Power](#i4edb778c706f4f2e83351ad068238e9e_757) | | | II-[259](#i4edb778c706f4f2e83351ad068238e9e_757) | | |

| [Mississippi Power](#i4edb778c706f4f2e83351ad068238e9e_760) | | | II-[260](#i4edb778c706f4f2e83351ad068238e9e_760) | | |

| [Southern Power](#i4edb778c706f4f2e83351ad068238e9e_763) | | | II-[261](#i4edb778c706f4f2e83351ad068238e9e_763) | | |

| [Southern Company Gas](#i4edb778c706f4f2e83351ad068238e9e_766) | | | II-[262](#i4edb778c706f4f2e83351ad068238e9e_766) | | |

| [Southern Company](#i11d6afaeae0747f28927061630a925e4_775) | | | II-[270](#i11d6afaeae0747f28927061630a925e4_775) | | |

| [Alabama Power](#i11d6afaeae0747f28927061630a925e4_778) | | | II-[271](#i11d6afaeae0747f28927061630a925e4_778) | | |

| [Georgia Power](#i11d6afaeae0747f28927061630a925e4_781) | | | II-[272](#i11d6afaeae0747f28927061630a925e4_781) | | |

| [Mississippi Power](#i11d6afaeae0747f28927061630a925e4_784) | | | II-[273](#i11d6afaeae0747f28927061630a925e4_784) | | |

| [Southern Power](#i11d6afaeae0747f28927061630a925e4_787) | | | II-[274](#i11d6afaeae0747f28927061630a925e4_787) | | |

| [Southern Company Gas](#i11d6afaeae0747f28927061630a925e4_790) | | | II-[275](#i11d6afaeae0747f28927061630a925e4_790) | | |

[Table of [removed: Contents](#i11d6afaeae0747f28927061630a925e4_7)] [added: Contents](#i4edb778c706f4f2e83351ad068238e9e_7)] [Index to Financial [removed: Statements](#i11d6afaeae0747f28927061630a925e4_364)][added: Statements](#i4edb778c706f4f2e83351ad068238e9e_349)]

Southern Company and Subsidiary [removed: Companies 2021 Annual Report][added: Companies]

Based on this evaluation, management concluded that Southern Company's internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Deloitte & Touche LLP, as auditors of Southern Company's financial statements, has issued an attestation report on the effectiveness of Southern Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] which is included herein.

Alabama Power [removed: Company 2021 Annual Report][added: Company]

Based on this evaluation, management concluded that Alabama Power's internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Georgia Power [removed: Company 2021 Annual Report][added: Company]

Based on this evaluation, management concluded that Georgia Power's internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Mississippi Power [removed: Company 2021 Annual Report][added: Company]

Based on this evaluation, management concluded that Mississippi Power's internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Southern Power Company and Subsidiary [removed: Companies 2021 Annual Report][added: Companies]

Based on this evaluation, management concluded that Southern Power's internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Southern Company Gas and Subsidiary [removed: Companies 2021 Annual Report][added: Companies]

Based on this evaluation, management concluded that Southern Company Gas' internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Items 10 (other than the information under "Code of Ethics" below), 11, 12, 13, and 14 for Southern Company are incorporated by reference to Southern Company's Definitive Proxy Statement relating to the [removed: 2022] [added: 2023] Annual Meeting of Stockholders.

Items 10, 11, 12, and 13 for each of [removed: Georgia Power, Mississippi Power, Southern Power, and Southern Company Gas] [added: the Subsidiary Registrants] are omitted pursuant to General Instruction I(2)(c) of Form 10-K.

II-256

February 15, 2023

II-257

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

/s/ J.

Jeffrey Peoples

J.

Jeffrey Peoples

February 15, 2023

II-258

[Table of Contents](#i4edb778c706f4f2e83351ad068238e9e_7) [Index to Financial Statements](#i4edb778c706f4f2e83351ad068238e9e_349)

February 15, 2023

II-259