Item 16. FORM 10-K SUMMARY
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Item 16. FORM 10-K SUMMARY
None.
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Table of Contents Index to Financial Statements
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2023, 2022, AND 2021
| Additions | |||||||||||||||||||||||||||||
| Description | Balance at Beginning of Period | Charged to Income | Charged to Other Accounts | Deductions**(a)** | Balance at End of Period | ||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Provision for uncollectible accounts: | |||||||||||||||||||||||||||||
| Southern Company**(b)** | |||||||||||||||||||||||||||||
| 2023 | $ | 71 | $ | 87 | $ | 3 | $ | 93 | $ | 68 | |||||||||||||||||||
| 2022 | 78 | 71 | (1) | 77 | 71 | ||||||||||||||||||||||||
| 2021 | 118 | 51 | (23) | 68 | 78 | ||||||||||||||||||||||||
| Alabama Power | |||||||||||||||||||||||||||||
| 2023 | $ | 14 | $ | 16 | $ | — | $ | 14 | $ | 16 | |||||||||||||||||||
| 2022 | 14 | 10 | — | 10 | 14 | ||||||||||||||||||||||||
| 2021 | 43 | (7) | — | 22 | 14 | ||||||||||||||||||||||||
| Georgia Power**(b)** | |||||||||||||||||||||||||||||
| 2023 | $ | 3 | $ | 26 | $ | — | $ | 25 | $ | 4 | |||||||||||||||||||
| 2022 | 2 | 21 | — | 20 | 3 | ||||||||||||||||||||||||
| 2021 | 26 | 16 | (23) | 17 | 2 | ||||||||||||||||||||||||
| Mississippi Power | |||||||||||||||||||||||||||||
| 2023 | $ | 1 | $ | 2 | $ | — | $ | 2 | $ | 1 | |||||||||||||||||||
| 2022 | 1 | 1 | 1 | 2 | 1 | ||||||||||||||||||||||||
| 2021 | 1 | 1 | — | 1 | 1 | ||||||||||||||||||||||||
| Southern Power | |||||||||||||||||||||||||||||
| 2023 | $ | 1 | $ | — | $ | — | $ | — | $ | 1 | |||||||||||||||||||
| 2022 | 5 | (2) | — | 2 | 1 | ||||||||||||||||||||||||
| 2021 | — | 5 | — | — | 5 | ||||||||||||||||||||||||
| Southern Company Gas | |||||||||||||||||||||||||||||
| 2023 | $ | 50 | $ | 43 | $ | 3 | $ | 52 | $ | 44 | |||||||||||||||||||
| 2022 | 39 | 55 | — | 44 | 50 | ||||||||||||||||||||||||
| 2021 | 40 | 26 | — | 27 | 39 |
(a)Deductions represent write-offs of accounts considered to be uncollectible, less recoveries of amounts previously written off.
(b)During 2020, Georgia Power recorded $23 million of expected bad debt related to the COVID-19 pandemic to a regulatory asset in accordance with orders from the Georgia PSC. During 2021, based on a review of bad debt amounts under a Georgia PSC-approved methodology, Georgia Power reversed substantially all of the amount recorded in 2020.
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SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2023, 2022, AND 2021
| Additions | |||||||||||||||||||||||||||||
| Description | Balance at Beginning of Period | Charged to Income | Charged to Other Accounts | Deductions | Balance at End of Period | ||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Tax valuation allowance (net state): | |||||||||||||||||||||||||||||
| Southern Company**(a)(b)** | |||||||||||||||||||||||||||||
| 2023 | $ | 207 | $ | (14) | $ | (25) | $ | — | $ | 168 | |||||||||||||||||||
| 2022 | 169 | 68 | (30) | — | 207 | ||||||||||||||||||||||||
| 2021 | 112 | 57 | — | — | 169 | ||||||||||||||||||||||||
| Georgia Power**(a)** | |||||||||||||||||||||||||||||
| 2023 | $ | 98 | $ | (15) | $ | (23) | $ | — | $ | 60 | |||||||||||||||||||
| 2022 | 58 | 70 | (30) | — | 98 | ||||||||||||||||||||||||
| 2021 | 28 | 30 | — | — | 58 | ||||||||||||||||||||||||
| Mississippi Power**(b)** | |||||||||||||||||||||||||||||
| 2023 | $ | 32 | $ | — | $ | — | $ | — | $ | 32 | |||||||||||||||||||
| 2022 | 32 | — | — | — | 32 | ||||||||||||||||||||||||
| 2021 | 32 | — | — | — | 32 | ||||||||||||||||||||||||
| Southern Power**(b)** | |||||||||||||||||||||||||||||
| 2023 | $ | 21 | $ | — | $ | — | $ | — | $ | 21 | |||||||||||||||||||
| 2022 | 21 | — | — | — | 21 | ||||||||||||||||||||||||
| 2021 | 27 | (6) | — | — | 21 | ||||||||||||||||||||||||
| Southern Company Gas**(b)** | |||||||||||||||||||||||||||||
| 2023 | $ | 7 | $ | — | $ | (2) | $ | — | $ | 5 | |||||||||||||||||||
| 2022 | 7 | — | — | — | 7 | ||||||||||||||||||||||||
| 2021 | 4 | 3 | — | — | 7 |
(a)In 2018, Georgia Power established a valuation allowance for certain Georgia state tax credits expected to expire prior to being fully utilized, which has been adjusted in subsequent years as a result of changes in projected state taxable income.
(b)Associated with a state net operating loss carryforward expected to expire prior to being fully utilized.
See Note 10 to the financial statements in Item 8 herein for additional information.
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EXHIBIT INDEX
The exhibits below with an asterisk (*) preceding the exhibit number are filed herewith. The remaining exhibits have previously been filed with the SEC and are incorporated herein by reference. The exhibits marked with a pound sign (#) are management contracts or compensatory plans or arrangements required to be identified as such by Item 15 of Form 10-K.
| (3) | Articles of Incorporation and By-Laws | ||||||||||||||||||||||||||||
| Southern Company | |||||||||||||||||||||||||||||
| (a) | 1 | — | Restated Certificate of Incorporation of Southern Company, dated February 12, 2019. (Designated in Form 10-K for the year ended December 31, 2018, File No. 1-3526, as Exhibit 3(a)1.) | ||||||||||||||||||||||||||
| (a) | 2 | — | Amended and Restated By-laws of Southern Company effective December 12, 2022, and as presently in effect. (Designated in Form 8-K dated December 12, 2022, File No. 1-3526, as Exhibit 3.1.) | ||||||||||||||||||||||||||
| Alabama Power | |||||||||||||||||||||||||||||
| (b) | 1 | — | Charter of Alabama Power and amendments thereto through September 7, 2017. (Designated in Registration Nos. 2-59634 as Exhibit 2(b), 2-60209 as Exhibit 2(c), 2-60484 as Exhibit 2(b), 2-70838 as Exhibit 4(a)-2, 2-85987 as Exhibit 4(a)-2, 33-25539 as Exhibit 4(a)-2, 33-43917 as Exhibit 4(a)-2, in Form 8-K dated February 5, 1992, File No. 1-3164, as Exhibit 4(b)-3, in Form 8-K dated July 8, 1992, File No. 1-3164, as Exhibit 4(b)-3, in Form 8-K dated October 27, 1993, File No. 1-3164, as Exhibits 4(a) and 4(b), in Form 8-K dated November 16, 1993, File No. 1-3164, as Exhibit 4(a), in Certificate of Notification, File No. 70-8191, as Exhibit A, in Form 10-K for the year ended December 31, 1997, File No. 1-3164, as Exhibit 3(b)2, in Form 8-K dated August 10, 1998, File No. 1-3164, as Exhibit 4.4, in Form 10-K for the year ended December 31, 2000, File No. 1-3164, as Exhibit 3(b)2, in Form 10-K for the year ended December 31, 2001, File No. 1-3164, as Exhibit 3(b)2, in Form 8-K dated February 5, 2003, File No. 1-3164, as Exhibit 4.4, in Form 10-Q for the quarter ended March 31, 2003, File No 1-3164, as Exhibit 3(b)1, in Form 8-K dated February 5, 2004, File No. 1-3164, as Exhibit 4.4, in Form 10-Q for the quarter ended March 31, 2006, File No. 1-3164, as Exhibit 3(b)(1), in Form 8-K dated December 5, 2006, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated September 12, 2007, File No. 1-3164, as Exhibit 4.5, in Form 8-K dated October 17, 2007, File No. 1-3164, as Exhibit 4.5, in Form 10-Q for the quarter ended March 31, 2008, File No. 1-3164, as Exhibit 3(b)1, and in Form 8-K dated September 5, 2017, File No. 1-3164, as Exhibit 4.1.) | ||||||||||||||||||||||||||
| (b) | 2 | — | Amended and Restated By-laws of Alabama Power effective October 16, 2023, and as presently in effect. (Designated in Form 10-Q for the quarter ended September 30, 2023, File No 1-3164, as Exhibit 3(b)1.) | ||||||||||||||||||||||||||
| Georgia Power | |||||||||||||||||||||||||||||
| (c) | 1 | — | Charter of Georgia Power and amendments thereto through October 9, 2007. (Designated in Registration Nos. 2-63392 as Exhibit 2(a)-2, 2-78913 as Exhibits 4(a)-(2) and 4(a)-(3), 2-93039 as Exhibit 4(a)-(2), 2-96810 as Exhibit 4(a)-2, 33-141 as Exhibit 4(a)-(2), 33-1359 as Exhibit 4(a)(2), 33-5405 as Exhibit 4(b)(2), 33-14367 as Exhibits 4(b)-(2) and 4(b)-(3), 33-22504 as Exhibits 4(b)-(2), 4(b)-(3) and 4(b)-(4), in Form 10-K for the year ended December 31, 1991, File No. 1-6468, as Exhibits 4(a)(2) and 4(a)(3), in Registration No. 33-48895 as Exhibits 4(b)-(2) and 4(b)-(3), in Form 8-K dated December 10, 1992, File No. 1-6468 as Exhibit 4(b), in Form 8-K dated June 17, 1993, File No. 1-6468, as Exhibit 4(b), in Form 8-K dated October 20, 1993, File No. 1-6468, as Exhibit 4(b), in Form 10-K for the year ended December 31, 1997, File No. 1-6468, as Exhibit 3(c)2, in Form 10-K for the year ended December 31, 2000, File No. 1-6468, as Exhibit 3(c)2, in Form 8-K dated June 27, 2006, File No. 1-6468, as Exhibit 3.1, and in Form 8-K dated October 3, 2007, File No. 1-6468, as Exhibit 4.5.) | ||||||||||||||||||||||||||
| (c) | 2 | — | By-laws of Georgia Power as amended effective November 9, 2016, and as presently in effect. (Designated in Form 8-K dated November 9, 2016, File No. 1-6468, as Exhibit 3.1.) | ||||||||||||||||||||||||||
| Mississippi Power | |||||||||||||||||||||||||||||
| (d) | 1 | — | Amended and Restated Articles of Incorporation of Mississippi Power dated July 22, 2020. (Designated in Form 10-Q for the quarter ended June 30, 2020, File No. 001-11229, as Exhibit 3(d)1.) | ||||||||||||||||||||||||||
| (d) | 2 | — | By-laws of Mississippi Power as amended effective July 22, 2020, and as presently in effect. (Designated in Form 10-Q for the quarter ended June 30, 2020, File No. 001-11229, as Exhibit 3(d)2.) |
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| # | (a) | 4 | — | Southern Company Deferred Compensation Plan, Amended and Restated as of January 1, 2018, First Amendment thereto dated as of December 7, 2018, Second Amendment thereto dated as of January 29, 2019, Third Amendment thereto effective January 1, 2018 and Fourth Amendment thereto dated as of December 1, 2021. (Designated in Form 10-K for the year ended December 31, 2017, File No. 1-3526, as Exhibit 10(a)4, in Form 10-K for the year ended December 31, 2018, File No. 1-3526, as Exhibit 10(a)21, in Form 10-K for the year ended December 31, 2018, File No. 1-3526, as Exhibit 10(a)22, in Form 10-K for the year ended December 31, 2020, File No.1-3526, as Exhibit 10(a)24, and in Form 10-Q for the quarter ended March 31, 2022, File No. 1-3536, as Exhibit 10(a)4.) | |||||||||||||||||||||||||
| # | (a) | 5 | — | The Southern Company Supplemental Executive Retirement Plan, Amended and Restated effective June 30, 2016, Amendment No. 1 thereto effective January 1, 2017, Amendment No. 2 thereto effective January 1, 2018, Amendment No. 3 thereto effective April 1, 2018, Amendment No. 4 thereto effective December 4, 2018, Amendment No. 5 thereto effective January 1, 2019 and Amendment No. 6 thereto effective January 1, 2019. (Designated in Form 10-Q for the quarter ended June 30, 2016, File No. 1-3526, as Exhibit 10(a)1, in Form 10-K for the year ended December 31, 2016, File No. 1-3526, as Exhibit 10(a)18, in Form 10-K for the year ended December 31, 2017, File No. 1-3526, as Exhibit 10(a)16, in Form 10-Q for the quarter ended March 31, 2018, File No. 1-3526, as Exhibit 10(a)1, in Form 10-K for the year ended December 31, 2018, File No. 1-3526, as Exhibit 10(a)23, in Form 10-K for the year ended December 31, 2018, File No. 1-3526, as Exhibit 10(a)24, and in Form 10-K for the year ended December 31, 2019, File No. 1-3526, as Exhibit 10(a)24.) | |||||||||||||||||||||||||
| # | (a) | 6 | — | The Southern Company Supplemental Benefit Plan, Amended and Restated effective as of June 30, 2016, Amendment No. 1 thereto effective January 1, 2017, Amendment No. 2 thereto effective January 1, 2018, Amendment No. 3 thereto effective April 1, 2018, Amendment No. 4 thereto dated December 14, 2018, Amendment No. 5 thereto effective January 1, 2019, Amendment No. 6 thereto effective January 1, 2019, Amendment No. 7 thereto effective June 30, 2016, and Amendment No. 8 thereto effective July 1, 2021. (Designated in Form 10-Q for the quarter ended June 30, 2016, File No. 1-3526, as Exhibit 10(a)2, in Form 10-K for the year ended December 31, 2016, File No. 1-3526, as Exhibit 10(a)19, in Form 10-K for the year ended December 31, 2017, File No. 1-3526, as Exhibit 10(a)17, in Form 10-Q for the quarter ended March 31, 2018, File No. 1-3526, as Exhibit 10(a)2, in Form 10-K for the year ended December 31, 2018, File No. 1-3526, as Exhibit 10(a)25, in Form 10-K for the year ended December 31, 2018, File No. 1-3526, as Exhibit 10(a)26 in Form 10-K for the year ended December 31, 2019, File No. 1-3526, as Exhibit 10(a)23, in Form 10-K for the year ended December 31, 2020, File No. 1-3526, as Exhibit 10(a) 25, and in Form 10-Q for the quarter ended March 31, 2022, File No. 1-3526, as Exhibit 10(a)5.) | |||||||||||||||||||||||||
| # | (a) | 7 | — | Amended and Restated Southern Company Change in Control Benefits Protection Plan effective August 15, 2022. (Designated in Form 8-K dated August 15, 2022, File No. 1-3526, as Exhibit 10.1.) | |||||||||||||||||||||||||
| # | (a) | 8 | — | Deferred Compensation Trust Agreement for Directors of Southern Company and its Subsidiaries, Amended and Restated effective January 1, 2001, between Delaware Charter Guarantee & Trust Company, Southern Company, SCS, Alabama Power, Georgia Power, Mississippi Power, Southern Linc, Southern Company Energy Solutions, LLC, and Southern Nuclear and First Amendment thereto effective January 1, 2009. (Designated in Form 10-K for the year ended December 31, 2000, File No. 1-3526, as Exhibit 10(a)103 and in Form 10-K for the year ended December 31, 2008, File No. 1-3526, as Exhibit 10(a)16.) | |||||||||||||||||||||||||
| # | (a) | 9 | — | Amended and Restated Deferred Stock Trust Agreement for Directors of Southern Company and its Subsidiaries, Amended and Restated effective December 16, 2020, by and between Southern Company and Delaware Charter Guarantee & Trust Company. (Designated in Form 10-K for the year ended December 31, 2020, File No. 1-3526, as Exhibit 10(a)9.) | |||||||||||||||||||||||||
| # | (a) | 10 | — | Amended and Restated Deferred Cash Compensation Trust Agreement for Directors of Southern Company and its Subsidiaries, Amended and Restated effective December 16, 2020, by and between Southern Company and Delaware Charter Guarantee & Trust Company. (Designated in Form 10-K for the year ended December 31, 2020, File No. 1-3526, as Exhibit 10(a)10.) | |||||||||||||||||||||||||
| # | (a) | 11 | — | Southern Company Senior Executive Change in Control Severance Plan, Amended and Restated effective August 15, 2022. (Designated in Form 8-K dated August 15, 2022, File No. 1-3526, as Exhibit 10.2.) | |||||||||||||||||||||||||
| # | (a) | 12 | — | Southern Company Executive Change in Control Severance Plan, Amended and Restated effective August 15, 2022. (Designated in Form 10-Q for the quarter ended September 30, 2022, File No. 1-3526, as Exhibit 10(a)3.) |
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| # | (a) | 13 | — | Form of Terms for Named Executive Officer Equity Awards Granted under the Southern Company 2021 Equity and Incentive Compensation Plan. (Designated in Form 10-Q for the quarter ended March 31, 2022, File No. 1-3526, as Exhibit 10(a)1). | |||||||||||||||||||||||||
| # | (a) | 14 | — | Deferred Compensation Agreement between Southern Company, SCS, Alabama Power, and Mark A. Crosswhite, effective July 30, 2008. (Designated in Form 10-K for the year ended December 31, 2016, File No. 1-3526, as Exhibit 10(a)17.) | |||||||||||||||||||||||||
| # | (a) | 15 | — | Consulting Agreement between SCS and Mark A. Crosswhite dated December 7, 2022. (Designated in Form 10-K for the year ended December 31, 2022, File No. 1-3526, as Exhibit 10(a)15.) | |||||||||||||||||||||||||
| (a) | 16 | — | The Southern Company Employee Savings Plan, Amended and Restated effective January 1, 2018, First Amendment thereto dated December 7, 2018, Second Amendment thereto dated January 29, 2019, Third Amendment thereto dated December 4, 2019, Fourth Amendment thereto dated November 27, 2020, Fifth Amendment thereto effective July 1, 2021, and Sixth Amendment thereto effective July 1, 2021. (Designated in Post-Effective Amendment No. 1 to Form S-8, File No. 333-212783 as Exhibit 4.3, in Form 10-K for the year ended December 31, 2019, File No. 1-3526, as Exhibit 10(a)25, in Form 10-K for the year ended December 31, 2019, File No. 1-3526, as Exhibit 10(a)26, in Form 10-K for the year ended December 31, 2019, File No. 1-3526, as Exhibit 10(a)27, in Form 10-K for the year ended December 31, 2020, File No. 1-3526, as Exhibit 10(a)26, in Form 10-Q for the quarter ended March 31, 2022, File No. 1-3526, as Exhibit 10(a)2, in Form 10-Q for the quarter ended March 31, 2022, File No. 1-3526, as Exhibit 10(a)3, and in Form 10-K for the year ended December 31, 2022, File No. 1-3526, as Exhibit 10(a)17.) | ||||||||||||||||||||||||||
| * | # | (a) | 17 | — | Eighth Amendment to the Southern Company Employee Savings Plan, dated December 13, 2023. | ||||||||||||||||||||||||
| # | (a) | 18 | — | Deferred Compensation Agreement between Southern Company, SCS, Georgia Power, and Christopher C. Womack, effective December 10, 2008. (Designated in Form 10-Q for the quarter ended September 30, 2022, File No. 1-3526, as Exhibit 10(a)4.) | |||||||||||||||||||||||||
| * | # | (a) | 19 | — | Consulting Agreement between SCS and Thomas A. Fanning dated December 13, 2023. | ||||||||||||||||||||||||
| # | (a) | 20 | — | The Southern Company Equity and Incentive Compensation Plan, effective May 26, 2021. (Designated in Form 8-K dated May 26, 2021, File No. 1-3526, as Exhibit 10.1.) | |||||||||||||||||||||||||
| Alabama Power | |||||||||||||||||||||||||||||
| (b) | 1 | — | Intercompany Interchange Contract as revised effective May 1, 2007, among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Southern Power Company, and SCS and Appendix A thereto dated as of January 1, 2019. (Designated in Form 10-Q for the quarter ended March 31, 2007, File No. 1-3164, as Exhibit 10(b)5 and in Form 10-K for the year ended December 31, 2018, File No. 1-3164, as Exhibit 10(b)2.) | ||||||||||||||||||||||||||
| Georgia Power | |||||||||||||||||||||||||||||
| (c) | 1 | — | Intercompany Interchange Contract as revised effective May 1, 2007, among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Southern Power Company, and SCS and Appendix A thereto dated as of January 1, 2019. See Exhibit 10(b)1 herein. | ||||||||||||||||||||||||||
| (c) | 2 | — | Revised and Restated Integrated Transmission System Agreement dated as of November 12, 1990, between Georgia Power and OPC. (Designated in Form 10-K for the year ended December 31, 1990, File No. 1-6468, as Exhibit 10(g).) | ||||||||||||||||||||||||||
| (c) | 3 | — | Revised and Restated Integrated Transmission System Agreement between Georgia Power and Dalton dated as of December 7, 1990. (Designated in Form 10-K for the year ended December 31, 1990, File No. 1-6468, as Exhibit 10(gg).) | ||||||||||||||||||||||||||
| (c) | 4 | — | Revised and Restated Integrated Transmission System Agreement between Georgia Power and MEAG Power dated as of December 7, 1990. (Designated in Form 10-K for the year ended December 31, 1990, File No. 1-6468, as Exhibit 10(hh).) | ||||||||||||||||||||||||||
| (c) | 5 | — | Settlement Agreement dated as of June 9, 2017, by and among Georgia Power, OPC, MEAG Power, Dalton, and Toshiba and Amendment No. 1 thereto dated as of December 8, 2017. (Designated in Form 8-K dated June 16, 2017, File No. 1-6468, as Exhibit 10.1 and in Form 8-K dated December 8, 2017, File No. 1-6468, as Exhibit 10.1.) | ||||||||||||||||||||||||||
| (c) | 6 | — | Amended and Restated Services Agreement dated as of June 20, 2017, by and among Georgia Power, for itself and as agent for OPC, MEAG Power, MEAG Power SPVJ, LLC, MEAG Power SPVM, LLC, MEAG Power SPVP, LLC, and Dalton, and Westinghouse and WECTEC Global Project Services, Inc. (Pursuant to Item 601(b)(10) of Regulation S-K, certain identified information has been omitted from this exhibit because it is both not material and is the type that Georgia Power treats as private or confidential.) (Designated in Form 8-K dated February 1, 2024, File No. 1-6468, as Exhibit 10.1.) |
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| (c) | 7 | — | Construction Completion Agreement dated as of October 23, 2017, between Georgia Power, for itself and as agent for OPC, MEAG Power, MEAG Power SPVJ, LLC, MEAG Power SPVM, LLC, MEAG Power SPVP, LLC, and Dalton, and Bechtel, Amendment No. 1 thereto dated as of October 12, 2018, and Amendment No. 2 thereto dated as of November 8, 2019. (Georgia Power has requested confidential treatment for certain portions of these documents pursuant to applications for confidential treatment sent to the SEC. Georgia Power omitted such portions from the filings and filed them separately with the SEC.) (Designated in Form 10-K for the year ended December 31, 2017, File No. 1-6468, as Exhibit 10(c)8 and in Form 10-K for the year ended December 31, 2018, File No. 1-6468, as Exhibit 10(c)10, and in Form 10-K for the year ended December 31, 2019, File No. 1-6468, as Exhibit 10(c)8.) | ||||||||||||||||||||||||||
| (c) | 8 | — | Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement dated as of April 21, 2006, among Georgia Power, OPC, MEAG Power, and The City of Dalton, Georgia, Amendment 1 thereto dated as of April 8, 2008, Amendment 2 thereto dated as of February 20, 2014, Agreement Regarding Additional Participating Party Rights and Amendment 3 thereto dated as of November 2, 2017, and First Amendment to Agreement Regarding Additional Participating Party Rights and Amendment No. 3 to Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement, dated as of August 31, 2018. (Designated in Form 8-K dated April 21, 2006, File No. 33-7591, as Exhibit 10.4.4, in Form 10-K for the year ended December 31, 2013, File No. 000-53908, as Exhibit 10.3.2(a), in Form 10-K for the year ended December 31, 2013, File No. 000-53908, as Exhibit 10.3.2(b), in Form 10-Q for the quarter ended September 30, 2017, File No. 000-53908, as Exhibit 10.1, and in Form 8-K dated August 31, 2018, File No. 1-6468, as Exhibit 10.1.) | ||||||||||||||||||||||||||
| (c) | 9 | — | Global Amendments to Vogtle Additional Units Agreements, dated as of February 18, 2019, among Georgia Power, OPC, MEAG Power, MEAG Power SPVJ, LLC, MEAG Power SPVM, LLC, MEAG Power SPVP, LLC, and Dalton. (Designated in Form 10-K for the year ended December 31, 2018, File No. 1-6468, as Exhibit 10(c)12.) | ||||||||||||||||||||||||||
| Mississippi Power | |||||||||||||||||||||||||||||
| (d) | 1 | — | Intercompany Interchange Contract as revised effective May 1, 2007, among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Southern Power Company, and SCS and Appendix A thereto dated as of January 1, 2019. See Exhibit 10(b)1 herein. | ||||||||||||||||||||||||||
| (d) | 2 | — | Transmission Facilities Agreement dated February 25, 1982, Amendment No. 1 dated May 12, 1982 and Amendment No. 2 dated December 6, 1983, between Entergy Corporation (formerly Gulf States) and Mississippi Power. (Designated in Form 10-K for the year ended December 31, 1981, File No. 001-11229, as Exhibit 10(f), in Form 10-K for the year ended December 31, 1982, File No. 001-11229, as Exhibit 10(f)(2), and in Form 10-K for the year ended December 31, 1983, File No. 001-11229, as Exhibit 10(f)(3).) | ||||||||||||||||||||||||||
| Southern Power | |||||||||||||||||||||||||||||
| (e) | 1 | — | Intercompany Interchange Contract as revised effective May 1, 2007, among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Southern Power Company, and SCS and Appendix A thereto dated as of January 1, 2019. See Exhibit 10(b)1 herein. | ||||||||||||||||||||||||||
| Southern Company Gas | |||||||||||||||||||||||||||||
| (f) | 1 | — | Final Allocation Agreement dated January 3, 2008. (Designated in Form 10-K for the year ended December 31, 2007, File No. 1-7296, as Exhibit 10.15.) | ||||||||||||||||||||||||||
| (14) | Code of Ethics | ||||||||||||||||||||||||||||
| Southern Company | |||||||||||||||||||||||||||||
| (a) | — | The Southern Company Code of Ethics. (Designated in Form 10-K for the year ended December 31, 2016, File No. 1-3526, as Exhibit 14(a).) | |||||||||||||||||||||||||||
| Alabama Power | |||||||||||||||||||||||||||||
| (b) | — | The Southern Company Code of Ethics. See Exhibit 14(a) herein. | |||||||||||||||||||||||||||
| Georgia Power | |||||||||||||||||||||||||||||
| (c) | — | The Southern Company Code of Ethics. See Exhibit 14(a) herein. | |||||||||||||||||||||||||||
| Mississippi Power | |||||||||||||||||||||||||||||
| (d) | — | The Southern Company Code of Ethics. See Exhibit 14(a) herein. | |||||||||||||||||||||||||||
| Southern Power | |||||||||||||||||||||||||||||
| (e) | — | The Southern Company Code of Ethics. See Exhibit 14(a) herein. |
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Table of Contents Index to Financial Statements
| Southern Company Gas | |||||||||||||||||||||||||||||
| (f) | — | The Southern Company Code of Ethics. See Exhibit 14(a) herein. | |||||||||||||||||||||||||||
| (21) | Subsidiaries of Registrants | ||||||||||||||||||||||||||||
| Southern Company | |||||||||||||||||||||||||||||
| * | (a) | — | Subsidiaries of Registrant. | ||||||||||||||||||||||||||
| Alabama Power | |||||||||||||||||||||||||||||
| Omitted pursuant to General Instruction I(2)(b) of Form 10-K. | |||||||||||||||||||||||||||||
| Georgia Power | |||||||||||||||||||||||||||||
| Omitted pursuant to General Instruction I(2)(b) of Form 10-K. | |||||||||||||||||||||||||||||
| Mississippi Power | |||||||||||||||||||||||||||||
| Omitted pursuant to General Instruction I(2)(b) of Form 10-K. | |||||||||||||||||||||||||||||
| Southern Power | |||||||||||||||||||||||||||||
| Omitted pursuant to General Instruction I(2)(b) of Form 10-K. | |||||||||||||||||||||||||||||
| Southern Company Gas | |||||||||||||||||||||||||||||
| Omitted pursuant to General Instruction I(2)(b) of Form 10-K. | |||||||||||||||||||||||||||||
| (23) | Consents of Experts and Counsel | ||||||||||||||||||||||||||||
| Southern Company | |||||||||||||||||||||||||||||
| * | (a) | 1 | — | Consent of Deloitte & Touche LLP. | |||||||||||||||||||||||||
| Alabama Power | |||||||||||||||||||||||||||||
| * | (b) | 1 | — | Consent of Deloitte & Touche LLP. | |||||||||||||||||||||||||
| Georgia Power | |||||||||||||||||||||||||||||
| * | (c) | 1 | — | Consent of Deloitte & Touche LLP. | |||||||||||||||||||||||||
| Mississippi Power | |||||||||||||||||||||||||||||
| * | (d) | 1 | — | Consent of Deloitte & Touche LLP. | |||||||||||||||||||||||||
| Southern Power | |||||||||||||||||||||||||||||
| * | (e) | 1 | — | Consent of Deloitte & Touche LLP. | |||||||||||||||||||||||||
| Southern Company Gas | |||||||||||||||||||||||||||||
| * | (f) | 1 | — | Consent of Deloitte & Touche LLP. | |||||||||||||||||||||||||
| * | (f) | 2 | — | Consent of BDO USA, P.C. | |||||||||||||||||||||||||
| (24) | Powers of Attorney and Resolutions | ||||||||||||||||||||||||||||
| Southern Company | |||||||||||||||||||||||||||||
| * | (a) | 1 | — | Power of Attorney and resolution. | |||||||||||||||||||||||||
| Alabama Power | |||||||||||||||||||||||||||||
| * | (b) | 1 | — | Power of Attorney and resolution. | |||||||||||||||||||||||||
| Georgia Power | |||||||||||||||||||||||||||||
| * | (c) | 1 | — | Power of Attorney and resolution. | |||||||||||||||||||||||||
| Mississippi Power | |||||||||||||||||||||||||||||
| * | (d) | 1 | — | Power of Attorney and resolution. | |||||||||||||||||||||||||
| Southern Power | |||||||||||||||||||||||||||||
| * | (e) | 1 | — | Power of Attorney and resolution. | |||||||||||||||||||||||||
| Southern Company Gas | |||||||||||||||||||||||||||||
| * | (f) | 1 | — | Power of Attorney and resolution. | |||||||||||||||||||||||||
E-9
Table of Contents Index to Financial Statements
E-10
Table of Contents Index to Financial Statements
| (97) | Policy Relating to Recovery of Erroneously Awarded Compensation | ||||||||||||||||||||||||||||
| Southern Company | |||||||||||||||||||||||||||||
| * | (a) | — | The Southern Company and Covered Subsidiaries Compensation Recoupment Policy, effective December 1, 2023. | ||||||||||||||||||||||||||
| Georgia Power | |||||||||||||||||||||||||||||
| (c) | — | The Southern Company and Covered Subsidiaries Compensation Recoupment Policy, effective December 1, 2023. See Exhibit 97(a) herein. | |||||||||||||||||||||||||||
| Southern Power | |||||||||||||||||||||||||||||
| (e) | — | The Southern Company and Covered Subsidiaries Compensation Recoupment Policy, effective December 1, 2023. See Exhibit 97(a) herein. | |||||||||||||||||||||||||||
| (101) | Interactive Data Files | ||||||||||||||||||||||||||||
| * | INS | — | XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | ||||||||||||||||||||||||||
| * | SCH | — | XBRL Taxonomy Extension Schema Document | ||||||||||||||||||||||||||
| * | CAL | — | XBRL Taxonomy Calculation Linkbase Document | ||||||||||||||||||||||||||
| * | DEF | — | XBRL Definition Linkbase Document | ||||||||||||||||||||||||||
| * | LAB | — | XBRL Taxonomy Label Linkbase Document | ||||||||||||||||||||||||||
| * | PRE | — | XBRL Taxonomy Presentation Linkbase Document | ||||||||||||||||||||||||||
| (104) | Cover Page Interactive Data File | ||||||||||||||||||||||||||||
| * | — | Formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101. |
E-11
Table of Contents Index to Financial Statements
THE SOUTHERN COMPANY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
| THE SOUTHERN COMPANY | |||||
| By: | Christopher C. Womack | ||||
| Chairman, President, and | |||||
| Chief Executive Officer | |||||
| By: | /s/ Melissa K. Caen | ||||
| (Melissa K. Caen, Attorney-in-fact) | |||||
| Date: | February 14, 2024 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
| Christopher C. Womack | |||||||||||
| Chairman, President, and Chief Executive Officer (Principal Executive Officer) | |||||||||||
| Daniel S. Tucker | |||||||||||
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||||||
| David P. Poroch | |||||||||||
| Comptroller and Chief Accounting Officer (Principal Accounting Officer) | |||||||||||
| Directors: | |||||||||||
| Janaki Akella Henry A. Clark III Shantella E. Cooper Anthony F. Earley, Jr. David J. Grain Donald M. James John D. Johns | Dale E. Klein David E. Meador Ernest J. Moniz William G. Smith, Jr. Kristine L. Svinicki Lizanne Thomas E. Jenner Wood III |
| By: | /s/ Melissa K. Caen | |||||||
| (Melissa K. Caen, Attorney-in-fact) |
Date: February 14, 2024
Table of Contents Index to Financial Statements
ALABAMA POWER COMPANY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
| ALABAMA POWER COMPANY | |||||
| By: | J. Jeffrey Peoples | ||||
| Chairman, President, and Chief Executive Officer | |||||
| By: | /s/ Melissa K. Caen | ||||
| (Melissa K. Caen, Attorney-in-fact) | |||||
| Date: | February 14, 2024 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
| J. Jeffrey Peoples | |||||||||||
| Chairman, President, and Chief Executive Officer (Principal Executive Officer) | |||||||||||
| Moses H. Feagin | |||||||||||
| Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer) | |||||||||||
| Anita Allcorn-Walker | |||||||||||
| Senior Vice President and Comptroller (Principal Accounting Officer) | |||||||||||
| Directors: | |||||||||||
| Angus R. Cooper, III O. B. Grayson Hall, Jr. Anthony A. Joseph Barbara J. Knight Catherine J. Randall | Kevin B. Savoy R. Mitchell Shackleford, III Charisse D. Stokes Phillip M. Webb |
| By: | /s/ Melissa K. Caen | |||||||
| (Melissa K. Caen, Attorney-in-fact) |
Date: February 14, 2024
Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act:
Alabama Power is not required to send an annual report or proxy statement to its sole shareholder and parent company, The Southern Company, and will not prepare such a report after filing this Annual Report on Form 10-K for fiscal year 2023. Accordingly, Alabama Power will not file an annual report with the Securities and Exchange Commission.
Table of Contents Index to Financial Statements
GEORGIA POWER COMPANY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
| GEORGIA POWER COMPANY | |||||
| By: | Kimberly S. Greene | ||||
| Chairman, President, and Chief Executive Officer | |||||
| By: | /s/ Melissa K. Caen | ||||
| (Melissa K. Caen, Attorney-in-fact) | |||||
| Date: | February 14, 2024 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
| Kimberly S. Greene | |||||||||||
| Chairman, President, and Chief Executive Officer (Principal Executive Officer) | |||||||||||
| Aaron P. Abramovitz | |||||||||||
| Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial and Accounting Officer) | |||||||||||
| Adam D. Houston | |||||||||||
| Vice President and Comptroller (Principal Accounting Officer) | |||||||||||
| Directors: | |||||||||||
| Mark L. Burns Jill Campbell Andrew W. Evans Steven R. Ewing | Thomas M. Holder Kessel D. Stelling, Jr. Charles K. Tarbutton Clyde C. Tuggle |
| By: | /s/ Melissa K. Caen | |||||||
| (Melissa K. Caen, Attorney-in-fact) |
Date: February 14, 2024
Table of Contents Index to Financial Statements
MISSISSIPPI POWER COMPANY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
| MISSISSIPPI POWER COMPANY | |||||
| By: | Anthony L. Wilson | ||||
| Chairman, President, and Chief Executive Officer | |||||
| By: | /s/ Melissa K. Caen | ||||
| (Melissa K. Caen, Attorney-in-fact) | |||||
| Date: | February 14, 2024 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
| Anthony L. Wilson | |||||||||||
| Chairman, President, and Chief Executive Officer (Principal Executive Officer) | |||||||||||
| Matthew P. Grice | |||||||||||
| Vice President, Treasurer, and Chief Financial Officer (Principal Financial Officer) | |||||||||||
| Pascal B. Gill | |||||||||||
| Comptroller (Principal Accounting Officer) | |||||||||||
| Directors: | |||||||||||
| Augustus Leon Collins Thomas M. Duff Mary S. Graham | Mark E. Keenum Kari R. Wilkinson Camille Scales Young |
| By: | /s/ Melissa K. Caen | |||||||
| (Melissa K. Caen, Attorney-in-fact) |
Date: February 14, 2024
Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act:
Mississippi Power is not required to send an annual report or proxy statement to its sole shareholder and parent company, The Southern Company, and will not prepare such a report after filing this Annual Report on Form 10-K for fiscal year 2023. Accordingly, Mississippi Power will not file an annual report with the Securities and Exchange Commission.
Table of Contents Index to Financial Statements
SOUTHERN POWER COMPANY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
| SOUTHERN POWER COMPANY | |||||
| By: | Christopher Cummiskey | ||||
| Chairman and Chief Executive Officer | |||||
| By: | /s/ Melissa K. Caen | ||||
| (Melissa K. Caen, Attorney-in-fact) | |||||
| Date: | February 14, 2024 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
| Christopher Cummiskey | |||||||||||
| Chairman and Chief Executive Officer (Principal Executive Officer) | |||||||||||
| Gary Kerr | |||||||||||
| Senior Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer) | |||||||||||
| Jelena Andrin | |||||||||||
| Vice President and Comptroller (Principal Accounting Officer) | |||||||||||
| Directors: | |||||||||||
| Bryan D. Anderson Stan W. Connally Martin B. Davis Sloane N. Drake | James Y. Kerr, II Sterling A. Spainhour Daniel S. Tucker Christopher C. Womack |
| By: | /s/ Melissa K. Caen | |||||||
| (Melissa K. Caen, Attorney-in-fact) |
Date: February 14, 2024
Table of Contents Index to Financial Statements
SOUTHERN COMPANY GAS
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
| SOUTHERN COMPANY GAS | |||||
| By: | James Y. Kerr II | ||||
| Chairman, President, and Chief Executive Officer | |||||
| By: | /s/ Melissa K. Caen | ||||
| (Melissa K. Caen, Attorney-in-fact) | |||||
| Date: | February 14, 2024 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
| James Y. Kerr II | |||||||||||
| Chairman, President, and Chief Executive Officer (Principal Executive Officer) | |||||||||||
| Grace A. Kolvereid | |||||||||||
| Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer) | |||||||||||
| Sarah P. Adams | |||||||||||
| Senior Vice President and Comptroller (Principal Accounting Officer) | |||||||||||
| Directors: | |||||||||||
| Sandra N. Bane Thomas D. Bell, Jr. Brenda J. Gaines Bradley J. Henderson | Norman G. Holmes J. Bret Lane John E. Rau Eric S. Smith |
| By: | /s/ Melissa K. Caen | |||||||
| (Melissa K. Caen, Attorney-in-fact) |
Date: February 14, 2024
Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act:
Southern Company Gas is not required to send an annual report or proxy statement to its sole shareholder and parent company, The Southern Company, and will not prepare such a report after filing this Annual Report on Form 10-K for fiscal year 2023. Accordingly, Southern Company Gas will not file an annual report with the Securities and Exchange Commission.
Previous: Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES