Southern Company (SO) 10-K risk factor changes: FY2024 vs FY2023

Such regulators, in a [removed: future] rate proceeding, may alter the timing or amount of certain costs for which recovery is allowed or modify the current authorized rate of return; rate refunds may also be required.

The IRA, among other items, imposes a 15% [removed: corporate minimum tax] [added: CAMT] on [removed: book income] [added: adjusted financial statement income, as defined in the law,] and is subject to the issuance of additional guidance by the U.S. Treasury Department and the IRS.

Any rate recovery by the traditional electric operating companies or the natural gas distribution utilities [added: subject to the CAMT] will be determined pursuant to the regulatory processes of the FERC, state PSCs, or other applicable state regulatory agencies.

There is no assurance, however, that such tax [removed: expense] will be recoverable through the applicable regulatory process.

Changes in regulation, the imposition of additional regulations, changes in application of existing regulations and in enforcement practices of regulators, [added: as well as associated litigation,] or penalties imposed for noncompliance with existing laws or regulations could influence the operating environment of the Southern Company system and may result in substantial costs.

[removed: There is no assurance,] however, that all such costs will be recovered.

The cost estimates for AROs related to the disposal of CCR are based on information using various assumptions [added: related to closure and post-closure costs, timing of future cash outlays, inflation and discount rates, and the potential compliance methods.]

[Table of [removed: Contents](#ie194576fbf7048efb201674f596620b9_7)] [added: Contents](#iac68561a60874beab18642d5b53f0074_7)] [Index to Financial [removed: Statements](#ie194576fbf7048efb201674f596620b9_343)][added: Statements](#iac68561a60874beab18642d5b53f0074_346)]

Litigation over environmental issues and claims of various types, including property damage, personal injury, and citizen enforcement of environmental [removed: requirements] [added: requirements,] has occurred throughout the United States.

Compliance costs may result from the installation of additional environmental controls, closure and monitoring of CCR facilities, unit [removed: retirements,] [added: retirements and replacements,] operational changes, or changing fuel sources for certain existing units, as well as related upgrades to the Southern Company system's transmission and distribution (electric and natural gas) systems.

The SEC [removed: has proposed] [added: adopted] new rules relating to the disclosure of climate-related [removed: matters.][added: matters, but has stayed their effectiveness pending judicial review.]

If [removed: the proposed] [added: these] rules, or similar rules, [removed: are enacted,] [added: become effective,] the Registrants could incur increased costs to comply with these new rules and could face increased risk of litigation related to disclosures made pursuant to the rules.

For example, [added: throughout 2024] Nicor Gas' regulator, the Illinois Commission, [removed: has ordered a] [added: conducted] "future of natural gas" [removed: proceeding] [added: proceedings] to explore the recommendations involved with decarbonization of the gas distribution system in Illinois.

[removed: In addition, future GHG constraints, including those related to methane emissions, designed to minimize emissions from natural] gas could likewise result in increased costs to the Southern Company system and affect the demand for natural gas as well as the prices charged to customers and the competitive position of natural gas.

Achievement of these goals is dependent on [removed: many] [added: various] factors, [added: many of which the Southern Company system does not control,] including [added: load growth across the Southern Company system's service territory, energy policy and regulations,] natural gas [removed: prices] [added: prices,] and the pace and extent of development and deployment of low- to no-GHG energy technologies and negative carbon concepts.

[removed: low-carbon and carbon-free resources and energy efficiency resources; customer demand for carbon-free energy;] [added: The strategy to achieve these goals also relies on] continuing to [added: economically] transition the Southern Company system's generating fleet [added: through a diverse portfolio of resources including low-carbon] and [added: carbon-free resources;] making the necessary related investments in transmission and distribution systems; continuing [added: to implement effective energy efficiency and demand response programs; customer demand for carbon-free energy; implementing initiatives to reduce natural gas distribution emissions; continuing] research and development with a [removed: particular] focus on technologies that lower GHG emissions, including methods of removing carbon from the atmosphere; and constructively engaging with policymakers, regulators, investors, customers, and other stakeholders to support outcomes leading to a net zero future.

There [removed: can be] [added: is] no guarantee that the Southern Company system will achieve these goals.

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, inability to maintain reliability consistent with customer expectations as the traditional electric operating companies [removed: 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, supply chain disruptions, inflation, and catastrophic events such as fires, [added: including wildfires,] earthquakes, explosions, floods, tornadoes, hurricanes and other storms, droughts, pandemic health events, wars, political unrest, or other similar occurrences.

Alabama Power owns, and contracts for the operation of, two nuclear units and Georgia Power holds undivided interests in, and contracts for the operation of, [removed: five existing] [added: six] nuclear units.

The [removed: seven existing] [added: eight] units are operated by Southern Nuclear and represented approximately [removed: 27%] [added: 25%] and [removed: 29%] [added: 34%] of the total KWHs generated by Alabama Power and Georgia Power, respectively, in the year ended December 31, [removed: 2023.][added: 2024.]

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 [added: or license extensions] 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 nuclear operations; and significant capital expenditures relating to maintenance, operation, security, and repair of these facilities.

Damages, decommissioning, or other costs could exceed the amount of decommissioning trusts or [removed: external] insurance coverage, including statutorily required nuclear incident insurance.

[removed: In addition, if a major nuclear incident were to occur, it] could result in substantial costs to Alabama Power or Georgia Power and Southern Company.

Generation, transmission, and distribution of electricity and transportation and storage of natural gas involve risks that may result in accidents and other operating risks and [removed: costs.][added: costs and that may present potential exposures in excess of insurance coverage.]

Failure to comply with these requirements could result in substantial monetary [removed: penalties.][added: penalties, which could exceed the amount of insurance coverage.]

Despite the implementation of robust security measures, all assets are potentially vulnerable to disability, [removed: failures,] [added: failure,] or unauthorized access due to human error, natural [removed: disasters,] [added: disaster,] technological failure, or internal or external physical [removed: attacks.][added: attack.]

Because of the critical nature of the infrastructure and the technology systems' inherent vulnerability to disability or [removed: failures] [added: failure] due to hacking, [removed: viruses,] [added: virus,] denial of service, ransomware, [removed: acts] [added: act] of war or terrorism, or other [removed: types] [added: type] of data security [removed: breaches,] [added: breach,] the Registrants face a heightened risk of cyberattack.

[removed: Remote] [added: In addition, the increased use of smartphones, tablets, and other wireless devices, as well as remote] working [removed: arrangements] [added: arrangements, may] also increase the Registrants' data security risks.

Various regulators have increasingly stressed that these attacks, including ransomware attacks, and attacks targeting utility systems and other critical infrastructure, are [removed: increasing] [added: growing] in sophistication, magnitude, and frequency.

While there have been immaterial incidents of phishing, unauthorized access to technology systems, financial fraud, and disruption of remote access across the Southern Company system, there has been no material impact on [removed: business] [added: the Registrants] or [removed: operations from these attacks.]

However, the Registrants cannot guarantee that security efforts will have the maturity to detect or prevent breaches, operational incidents, or other breakdowns of technology systems and network [removed: infrastructure.][added: infrastructure, especially in the event the Registrants are targeted by a sophisticated attacker with significant resources, such as a nation-state or state-sponsored actor.]

The Registrants [removed: do not] [added: cannot] fully assess the security maturity of all third-party [removed: service providers] [added: vendors] and such [removed: third-party service providers] [added: vendors] could fail to establish adequate risk management and information security measures with respect to their systems and/or could fail to timely notify the Registrants of an information security incident.

This daily supply is complemented by natural gas supplies stored in both company-owned and [removed: third party] [added: third-party] storage locations.

To deliver this daily supply and stored natural gas, the Southern Company system has firm transportation capacity contracted with [removed: third party] [added: third-party] interstate [removed: pipelines.][added: pipelines while Southern Company Gas utilizes its own pipeline network.]

Disruption in the supply and/or delivery of fuel as a result of matters such as transportation delays, weather, labor relations, natural disasters, cyber or physical attacks, other force majeure events, or environmental regulations affecting fuel suppliers could limit the ability of the traditional electric operating companies and Southern Power to operate certain facilities, which could [added: impact reliability and] result in higher fuel and operating costs, and the ability of Southern Company Gas to serve its natural gas customers.

In addition to fuel [removed: supply,] [added: supply and suitable weather conditions,] the traditional electric operating companies and Southern Power also need adequate access to water, which is drawn from nearby sources, to aid in the production of electricity.

Most of Southern Power's generating capacity has been sold to purchasers under PPAs with Southern Power's top three customers comprising approximately [removed: 19%] [added: 24%] of Southern Power's total revenues for the year ended December 31, [removed: 2023.][added: 2024.]

[removed: The] [added: In addition to Mississippi Power's PPA with Georgia Power, the] traditional electric operating companies have entered into PPAs with non-affiliated parties for the sale of generating capacity.

If a Registrant is unable to replace expiring PPAs with an acceptable new revenue contract, it may be required to sell the power produced by the facility at wholesale prices and be exposed to market fluctuations and risks, or the affected site may temporarily or permanently cease [removed: operations.][added: operations, which may result in impairment charges.]

Broader use of distributed generation by [removed: retail] energy customers may also result from customers' changing perceptions of the merits of utilizing existing generation technology or tax or other economic incentives.

See Note 2 to the financial statements under "Southern Company Gas – Infrastructure Replacement Programs and Capital Projects – Nicor Gas" and "Southern Company Gas – Rate Proceedings – Nicor Gas" in Item 8 herein for additional information.

The Registrants are unable to predict changes in laws or regulations, regulatory guidance, legal interpretations, policy positions, and implementation actions that may result from the change in presidential administrations.

There is no assurance,

In addition, future GHG constraints, including those related to methane emissions, designed to minimize emissions from natural

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

In addition, if a major nuclear incident were to occur, it

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

their operations from these attacks.

As artificial intelligence continues to evolve, new technologies and increased computing power could lead to new attack techniques and more sophisticated attacks.

Malicious actors may target these providers, as well as other vendors, to disrupt or compromise services and products.

Such third-party vendors have been increasingly used as attack vectors in efforts to target critical infrastructure, including that of the Registrants.

Any violations of applicable laws and regulations could lead to material losses, both financial and reputational.

Insurance may not be adequate to cover any associated losses, and there is no assurance that such losses would be recovered through customer rates.

The traditional electric operating companies and Southern Power have been increasing their renewable resources and expect to continue to add renewable capacity in the future.

The production of energy from wind and solar facilities depends heavily on suitable weather conditions, which are variable.

Wind conditions or solar irradiance that are unfavorable or below the Southern Company system's estimates can cause electricity production to be substantially below expectations.

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

interconnect facilities to transmission grids; and increased financing costs as a result of changes in interest rates or as a result of project delays.

Further, if a traditional electric operating company is not selected through a PSC-approved request for proposal process to construct for itself additional capacity needs, such traditional electric operating company may not be able to recover through customer rates all registration, prepayment, cancellation, or other fees incurred in such process.

See MANAGEMENT'S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – "Construction Programs" in Item 7 herein for additional information.

Southern Company Gas' significant investment in pipeline development projects involves financial and execution risks.

Southern Company Gas, through SNG, has approved a significant investment in a pipeline development project.

The pipeline development project will be constructed and operated by a third party.

If the third party fails to perform in a proper manner, the book value of the investment could be impaired and Southern Company Gas could lose part or all of its investment.

In addition, Southern Company Gas is required to fulfill capital obligations related to other pipelines in which Southern Company Gas has an ownership interest or, as necessary, guarantee the obligations related thereto.

With respect to the pipeline development project, Southern Company Gas will rely on its joint venture partner for construction management and will not exercise direct control over the process.

The project is dependent on contractors for successful and timely completion.

Further, the development of the pipeline project involves numerous regulatory, environmental, construction, safety, political, and legal uncertainties and may require a significant investment.

This project may not be completed on schedule, at the budgeted cost, or at all.

There may be cost overruns and construction difficulties that cause Southern Company Gas' investment to exceed its initial expectations, which may impact the earnings of the joint venture partnership.

Moreover, Southern Company Gas' net income will not materially increase immediately upon the expenditure of funds on this pipeline project.

Pipeline construction occurs over an extended period of time, and Southern Company Gas' net income will not be materially impacted unless and until the project is placed in service.

See MANAGEMENT'S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – "Construction Programs" in Item 7 herein for information regarding this project.

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

and/or make electric generating facilities and natural gas distribution systems less competitive.

Given that these technologies are rapidly evolving, the extent of any additional demand is uncertain.

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

related to closure and post-closure costs, timing of future cash outlays, inflation and discount rates, and the potential compliance methods.

The strategy to achieve these goals also relies on continuing to pursue a diverse portfolio including

In addition, Southern Nuclear, on behalf of Georgia Power and the other Vogtle Owners, is managing the construction and start-up of Plant Vogtle Unit 4.

Insurance may not be adequate to cover any associated losses.

Additionally, the Registrants' field workforces use mobile technology, which have fewer security measures than the Registrants' wired networks.

This is especially true in the event the Registrants are targeted by a sophisticated attacker with significant resources, such as a nation-state or state-sponsored actor.

Malicious actors may target these providers to disrupt the services they provide to the Registrants, or to use those third parties to attack the Registrants.

Coal deliveries continued to be delayed early in 2023, which has largely been attributed to labor shortages in the railroad industry.

Service levels improved over the course of 2023 and deliveries returned to normal levels by the end of 2023.

In

The largest construction project currently underway in the Southern Company system is Plant Vogtle Unit 4.

Southern Company and Georgia Power recorded cumulative pre-tax charges to income of $3.2 billion ($2.4 billion after tax) through December 31, 2023 to reflect Georgia Power's revised estimate to complete construction and start-up of Plant Vogtle Units 3 and 4.

companies and Southern Company Gas, costs associated with such investments that were expected to be recovered through regulated rates may not be recoverable.

Because regulators may not permit the traditional electric operating companies

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

including for third-party advisors.

To the extent the carrying amount of goodwill or long-lived assets become impaired, the affected Registrant may be required to incur impairment charges that could have a material impact on their results of operations.

| [Southern Company [removed: Gas](#ie194576fbf7048efb201674f596620b9_190)] [added: Gas](#iac68561a60874beab18642d5b53f0074_193)] | | | [removed: II-[34](#ie194576fbf7048efb201674f596620b9_190)] [added: II-[31](#iac68561a60874beab18642d5b53f0074_193)] | | |

| [Future Earnings [removed: Potential](#ie194576fbf7048efb201674f596620b9_193)] [added: Potential](#iac68561a60874beab18642d5b53f0074_196)] | | | [removed: II-[39](#ie194576fbf7048efb201674f596620b9_193)] [added: II-[36](#iac68561a60874beab18642d5b53f0074_196)] | | |

| [Financial Condition and [removed: Liquidity](#ie194576fbf7048efb201674f596620b9_250)] [added: Liquidity](#iac68561a60874beab18642d5b53f0074_253)] | | | [removed: II-[55](#ie194576fbf7048efb201674f596620b9_250)] [added: II-[51](#iac68561a60874beab18642d5b53f0074_253)] | | |

This section generally discusses [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Discussions of [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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: 2022,] [added: 2023,] which was filed with the SEC on February [removed: 15, 2023.][added: 14, 2024.]

| [Overview](#iac68561a60874beab18642d5b53f0074_112) | | | II-[3](#iac68561a60874beab18642d5b53f0074_112) | | |

| [Results of Operations](#iac68561a60874beab18642d5b53f0074_139) | | | II-[7](#iac68561a60874beab18642d5b53f0074_139) | | |

| [Southern Company](#iac68561a60874beab18642d5b53f0074_142) | | | II-[7](#iac68561a60874beab18642d5b53f0074_142) | | |

| [Alabama Power](#iac68561a60874beab18642d5b53f0074_154) | | | II-[16](#iac68561a60874beab18642d5b53f0074_154) | | |

| [Georgia Power](#iac68561a60874beab18642d5b53f0074_157) | | | II-[20](#iac68561a60874beab18642d5b53f0074_157) | | |

| [Mississippi Power](#iac68561a60874beab18642d5b53f0074_175) | | | II-[25](#iac68561a60874beab18642d5b53f0074_175) | | |

| [Southern Power](#iac68561a60874beab18642d5b53f0074_178) | | | II-[28](#iac68561a60874beab18642d5b53f0074_178) | | |

| [Accounting Policies](#iac68561a60874beab18642d5b53f0074_217) | | | II-[46](#iac68561a60874beab18642d5b53f0074_217) | | |

| [Overview](#ie194576fbf7048efb201674f596620b9_109) | | | II-[3](#ie194576fbf7048efb201674f596620b9_109) | | |

| [Results of Operations](#ie194576fbf7048efb201674f596620b9_136) | | | II-[9](#ie194576fbf7048efb201674f596620b9_136) | | |

| [Southern Company](#ie194576fbf7048efb201674f596620b9_139) | | | II-[9](#ie194576fbf7048efb201674f596620b9_139) | | |

| [Alabama Power](#ie194576fbf7048efb201674f596620b9_151) | | | II-[19](#ie194576fbf7048efb201674f596620b9_151) | | |

| [Georgia Power](#ie194576fbf7048efb201674f596620b9_154) | | | II-[23](#ie194576fbf7048efb201674f596620b9_154) | | |

| [Mississippi Power](#ie194576fbf7048efb201674f596620b9_172) | | | II-[28](#ie194576fbf7048efb201674f596620b9_172) | | |

| [Southern Power](#ie194576fbf7048efb201674f596620b9_175) | | | II-[32](#ie194576fbf7048efb201674f596620b9_175) | | |

| [Accounting Policies](#ie194576fbf7048efb201674f596620b9_214) | | | II-[48](#ie194576fbf7048efb201674f596620b9_214) | | |

[Table of [removed: Contents](#ie194576fbf7048efb201674f596620b9_7)] [added: Contents](#iac68561a60874beab18642d5b53f0074_7)] [Index to Financial [removed: Statements](#ie194576fbf7048efb201674f596620b9_343)][added: Statements](#iac68561a60874beab18642d5b53f0074_346)]

- Southern Power develops, constructs, acquires, owns, [added: operates,] and manages power generation assets, including renewable energy projects, and sells electricity at market-based rates in the wholesale market.

[removed: Alabama Power][added: | Alabama Power | | | 28 | | | 30 | | |]

On [removed: August] [added: September] 18, [removed: 2023,] [added: 2024,] Alabama Power notified the Alabama PSC of its intent to use a portion of its reliability reserve balance in [removed: 2023.][added: 2024.]

[removed: During the fourth quarter 2023,] [added: As a result,] Alabama Power [removed: used $75 million] [added: had usage] of the reliability reserve [added: in the amount of $12 million during the fourth quarter 2024] for reliability-related transmission, distribution, and generation expenses and nuclear production-related expenses.

On [removed: November 9, 2023,] [added: May 7, 2024,] the Alabama PSC approved a decrease to Rate ECR [removed: of] [added: from 3.270 cents per KWH to 3.015 cents per KWH, or] approximately [removed: $126] [added: $135] million annually, effective with [removed: December 2023] [added: July 2024] billings.

For the year ended December 31, [removed: 2023,] [added: 2024,] Alabama Power's weighted common equity return exceeded 6.15%, resulting in Alabama Power establishing a current regulatory liability of [removed: $15] [added: $12] million for Rate RSE refunds, which will be refunded to customers through bill credits in [removed: April 2024.][added: May 2025.]

[removed: See Note 2 to] the financial statements under "Georgia Power – Nuclear [removed: Construction"] [added: Construction*,*" and Note 8 to the financial statements] for additional information.

*Plant Vogtle Units 3 and 4 [removed: Rate and Prudency Proceedings*][added: Regulatory Matters*]

[removed: On] [added: In] December [removed: 19,] 2023, the Georgia PSC [removed: voted to approve the] [added: approved Georgia Power's] application to adjust rates to include reasonable and prudent Plant Vogtle Units 3 and 4 costs [removed: (Application)] as modified by the related [removed: stipulated agreement] [added: stipulation] (Prudency Stipulation) among Georgia Power, the staff of the Georgia PSC, and certain intervenors.

[removed: Under] [added: Further, as included in] the [added: approved] Prudency Stipulation, [removed: if] [added: since] commercial operation for Unit 4 [removed: is] [added: was] not achieved by March 31, 2024, Georgia Power's ROE used to determine the NCCR tariff and calculate AFUDC [removed: will be] [added: was] reduced to [removed: zero, which will result in an estimated negative impact to earnings of approximately $30 million per month until the month following the date commercial operation for Unit 4 is achieved.][added: zero effective April 1, 2024.]

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

Annual retail base revenues [removed: will increase] [added: increased] approximately [removed: $729] [added: $730] million and the average retail base rates [removed: will be] [added: were] adjusted by approximately 5% (net of the elimination of the NCCR tariff described [removed: above)] [added: below)] effective [removed: the first day of the month after Unit 4 achieves commercial operation.][added: May 1, 2024.]

On [removed: November 16, 2023,] [added: December 17, 2024,] in accordance with the terms of the 2022 ARP, the Georgia PSC approved tariff adjustments effective January 1, [removed: 2024] [added: 2025] that resulted in a net increase in rates of [removed: $191] [added: $306] million.

[removed: *Fuel Cost Recovery*][added: | Fuel cost recovery | | | (150) | | | | | | | | |]

See Note 2 to the financial statements under "Georgia Power – [removed: Fuel Cost Recovery"] [added: Rate Plans"] for additional information.

See Note 2 to the financial statements under "Georgia Power – Integrated Resource [removed: Plans"] [added: Plans – 2025 IRP"] for additional information.

[added: On April 26, 2024,] Mississippi Power [removed: is expected to file] [added: filed] its [removed: next IRP in April] 2024 [removed: in accordance] [added: IRP] with the [removed: rules and orders of the] Mississippi PSC.

On February [removed: 12, 2024,] [added: 14, 2025,] Mississippi Power submitted its annual ECO Plan filing to the Mississippi PSC, which requested a [removed: $9] [added: $6] million annual increase in revenues.

The [removed: facility's] output [added: of the project] is contracted under [removed: a] [added: an amended] 20-year PPA [removed: and] [added: with] commercial operation [removed: is expected] [added: projected] to occur in the [removed: fourth] [added: third] quarter [removed: 2025.][added: 2026.]

With the inclusion of investments associated with facilities under construction, as well as other capacity and energy contracts, Southern Power's average investment coverage ratio at December 31, [removed: 2023] [added: 2024] was [removed: 97%] [added: 96%] through [removed: 2028] [added: 2029] and [removed: 89%] [added: 87%] through [removed: 2033,] [added: 2034,] with an average remaining contract duration of approximately 12 years.

[removed: On] [added: In] June [removed: 15,] 2023, the Illinois Commission concluded its review of the Qualifying Infrastructure Plant (QIP) capital investments by Nicor Gas for calendar year 2019 under the QIP rider, also referred to as Investing in Illinois program.

In connection with Nicor Gas' [added: 2023] general base rate case proceeding, the Illinois Commission disallowed $126.8 million of capital investments that have been completed or [added: were] planned to be completed through December 31, 2024.

On January 3, 2024, the Illinois Commission denied a request by Nicor Gas for rehearing on the base rate case disallowances associated with capital investment, as well as on other issues determined in the Illinois Commission's November [removed: 16,] 2023 base rate case decision.

Any further cost disallowances by the Illinois Commission in the pending cases [added: and the 2020 through 2023 annual review proceedings] could be material to the financial statements of Southern Company Gas.

On December [removed: 19, 2023,] [added: 12, 2024,] the Georgia PSC approved Atlanta Gas Light's annual GRAM filing, which [removed: resulted in an] [added: included] annual base rate [removed: increase] [added: increases] of [removed: $53] [added: $72 million, $73 million, and $74] million effective January 1, [removed: 2024.][added: 2025, 2026, and 2027, respectively.]

On [removed: February 9,] [added: June 7,] 2024, [removed: Virginia Natural Gas filed with] the Virginia Commission [removed: a request to extend] [added: approved] the [added: extension of the] existing SAVE program through 2029.

The [removed: request] [added: extension of the program] includes investments of $70 million in each year from 2025 through 2029, with a potential variance of up to $5 million allowed for the program, for a maximum total investment over the five-year extension (2025 through 2029) of $355 million.

See RESULTS OF OPERATIONS – "Southern Company Gas" [added: herein] for additional information on Southern Company Gas' operating metrics.

Consolidated net income attributable to Southern Company was [removed: $4.0] [added: $4.4] billion in [removed: 2023,] [added: 2024,] an increase of [removed: $452] [added: $425] million, or [removed: 12.8%,] [added: 10.7%,] from [removed: 2022.][added: 2023.]

The increase was primarily due to [removed: lower non-fuel operations and maintenance costs,] an increase in retail electric revenues associated with rates and [removed: pricing, a decrease in income tax expense, a decrease in after-tax charges related to the construction of Plant Vogtle Units 3] [added: pricing] and [removed: 4, an increase in other revenues,] [added: weather impacts,] an increase in natural gas revenues [removed: from] [added: associated with] rate [removed: increases and continued infrastructure replacement,] [added: increases, an increase in other revenues,] and [removed: a goodwill impairment charge] [added: an increase] in [removed: 2022 at PowerSecure,] [added: other electric revenues,] partially offset by [removed: higher depreciation] [added: increases in non-fuel operations] and [removed: amortization, higher] [added: maintenance expenses, income tax expense,] interest expense, [added: depreciation] and [removed: a decrease in retail electric revenues associated with milder weather in 2023 compared to 2022.][added: amortization, taxes other than income taxes, and cost of other sales.]

See [removed: Notes 1 and] [added: Note] 2 to the financial statements under [removed: "Goodwill and Other Intangible Assets" and] "Georgia Power – Nuclear [removed: Construction," respectively,] [added: Construction – Cost and Schedule"] for additional information.

Basic EPS was [removed: $3.64] [added: $4.02] in [removed: 2023] [added: 2024] and [removed: $3.28] [added: $3.64] in [removed: 2022.][added: 2023.]

Diluted EPS, which factors in additional shares [added: primarily] related to stock-based compensation, was [removed: $3.62] [added: $3.99] in [removed: 2023] [added: 2024] and [removed: $3.26] [added: $3.62] in [removed: 2022.][added: 2023.]

EPS for [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] was negatively impacted by [removed: $0.06] [added: $0.01] and [removed: $0.04] [added: $0.06] per [removed: share, respectively, as a result of increases in the average shares outstanding.]

Dividends paid per share of common stock were [removed: $2.78] [added: $2.86] in [removed: 2023] [added: 2024] and [removed: $2.70] [added: $2.78] in [removed: 2022.][added: 2023.]

In January [removed: 2024,] [added: 2025,] Southern Company declared a quarterly dividend of [removed: 70] [added: 72] cents per share.

For [removed: 2023,] [added: 2024,] the dividend payout ratio was [removed: 76%] [added: 71%] compared to [removed: 82%] [added: 76%] for [removed: 2022.][added: 2023.]

| | | | [added: 2024 | | |] 2023 | | | [added: 2022] | | | [removed: 2022] | | | [added: 2024 | | | 2023 | | | 2022 | | |]

| Electricity business | | | $ | [removed: 3,994] [added: 4,473] | | | | | $ | [removed: 3,672] [added: 3,994] | |

On December 3, 2024, the Alabama PSC approved an additional reduction to Rate ECR from 3.015 cents per KWH to 2.600 cents per KWH, or $218 million annually, effective with January 2025 billings.

On October 24, 2024, Alabama Power entered into an agreement to acquire all of the equity interests in Tenaska Alabama Partners, L.P. for a total purchase price of approximately $622 million, subject to working capital adjustments.

Tenaska Alabama Partners, L.P. owns and operates the Lindsay Hill Generating Station, an approximately 855-MW combined cycle generation facility in Autauga County, Alabama.

On October 30, 2024, Alabama Power filed a petition for a CCN with the Alabama PSC for authorization to procure additional generating capacity through the acquisition of the Lindsay Hill Generating Station.

Alabama Power expects to complete the acquisition by the end of the third quarter 2025.

On November 27, 2024, Alabama Power made its required annual Rate RSE submission to the Alabama PSC of projected data for calendar year 2025, resulting in an increase of 4.87%, or $325 million annually, that became effective for the billing month of January 2025.

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

Georgia Power placed Plant Vogtle Units 3 and 4 in service on July 31, 2023 and April 29, 2024, respectively.

During the second quarter 2024, following Unit 4's in-service date, Southern Nuclear evaluated the remaining expected site demobilization costs and other contractor obligations and reduced the remaining estimate to complete forecast by approximately $21 million, including the impact of joint owner cost-sharing.

Accordingly, Georgia Power recorded a pre-tax credit to income of approximately $21 million ($16 million after tax), including the joint owner agreement impacts, in the second quarter 2024 to recognize forecasted capital costs previously charged to income.

Georgia Power's share of the remaining project capital cost forecast, including completion of site demobilization and remaining contractor obligations, is $69 million.

Georgia Power included in retail rate base $5.462 billion of construction and capital costs as well as $647 million of associated retail rate base items effective with the April 29, 2024 in-service date for Unit 4, pursuant to the approved Prudency Stipulation.

Effective May 1, 2024, following commercial operation for Unit 4, Georgia Power's NCCR tariff was eliminated.

Georgia Power is required to file its next general base rate case by July 1, 2025.

As included in the 2022 IRP final order, Georgia Power initiated a request for proposals (RFP) of up to 8,500 MWs of capacity from a variety of resources with expected CODs or delivery commencement dates between 2028 and 2030.

The RFP included Georgia Power-owned proposals.

In conjunction with those proposals, Georgia Power entered into agreements for engineering, procurement, and construction through January 2025.

Winning participants are expected to be notified in June 2025, and the Georgia PSC is anticipated to render a decision related to the certification of the winning submissions in the fourth quarter 2025.

Depending on the outcomes of the RFP and certification processes, Georgia Power could spend up to $14 billion, excluding AFUDC, on approved Georgia Power-owned proposals and related transmission investments through 2029.

On April 16, 2024, the Georgia PSC approved Georgia Power's updated IRP as modified by a stipulation among Georgia Power, the staff of the Georgia PSC, and certain intervenors (2023 IRP Update).

The 2023 IRP Update includes the authority to develop, own, and operate up to 1,400 MWs from three simple cycle combustion turbines at Plant Yates with the recoverable costs not to exceed the certified amount, which was approved by the Georgia PSC on August 20, 2024.

With this approval, the Georgia PSC recognized the potential for circumstances beyond Georgia Power's control that could cause the project costs to exceed the certified amount, in which case Georgia Power would provide documentation to the Georgia PSC to explain and justify potential recovery of additional reasonable and prudent costs.

Georgia Power is required to file semi-annual construction monitoring

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

reports with the Georgia PSC through commercial operation, the first of which was filed on February 14, 2025.

See Note 2 to the financial statements under "Georgia Power – Integrated Resource Plans – 2023 IRP Update" for additional information.

On January 31, 2025, Georgia Power filed its triennial IRP (2025 IRP).

The filing includes a request to extend the operation of Plant Scherer Unit 3 (614 MWs based on 75% ownership) through at least December 31, 2035 and Plant Gaston Units 1 through 4 (500 MWs based on 50% ownership through SEGCO) through at least December 31, 2034.

The 2025 IRP requests approval to pursue installation of environmental controls and natural gas co-firing at Plant Bowen Units 1 through 4 (3,160 MWs), Plant Scherer Units 1 and 2 (137 MWs based on 8.4% ownership), and Plant Scherer Unit 3 for compliance with both ELG supplemental rules and GHG rules.

Additionally, the 2025 IRP requests upgrades to Plant McIntosh Units 10 and 11 (1,319 MWs) for a projected 194 MWs of incremental capacity by 2028 and Plant McIntosh Units 1 through 8 (640 MWs) for a projected 74 MWs of incremental capacity by 2033.

Also, the 2025 IRP requests upgrades to Plant Hatch Units 1 and 2 (900 MWs based on 50.1% ownership) and Plant Vogtle Units 1 and 2 (1,060 MWs based on 45.7% ownership) for a projected 112 MWs of incremental capacity, some of which would be available as early as 2028.

The 2025 IRP requests approval of investments related to the continued reliable hydro operations of nine facilities, as well as the authority to develop, own, and operate a projected incremental 16 MWs from Plant Goat Rock Units 3 through 6.

The 2025 IRP also includes requests for RFPs for at least 1,100 MWs of utility scale and distributed generation renewable resources.

Georgia Power is seeking to add up to 4,000 MWs of incremental renewable resources by 2035.

A decision from the Georgia PSC on the 2025 IRP is expected in July 2025.

The Mississippi PSC did not note any deficiencies within the prescribed 120-day review period; therefore, the filing is concluded.

The 2024 IRP included a schedule to retire Plant Watson Unit 4 (268 MWs) and Plant Greene County Units 1 and 2 (206 MWs based on 40% ownership) and to retire early Plant Daniel Units 1 and 2 (502 MWs based on 50% ownership), all by the end of 2028, which is consistent with the completion of Mississippi Power's affiliate PPA with Georgia Power.

On January 9, 2025, Mississippi Power notified the Mississippi PSC of its intent to extend the retirement date of Plant Daniel Unit 2 and potentially extend the retirement dates of other fossil steam units beyond their current 2028 retirement dates in order to serve recently signed economic development loads of approximately 600 MWs.

On November 8, 2024, Mississippi Power entered into an agreement with FP&L to acquire FP&L's 50% ownership interest in Plant Daniel Units 1 and 2.

This acquisition will include a payment by FP&L to Mississippi Power of between $35 million and $38 million, which represents an estimate of the incremental cost to Mississippi Power to assume ownership of FP&L's interest, based on the timing of the completion of the transaction.

COMBINED MANAGEMENT'S DISCUSSION AND ANALYSIS

Prior to the sale of Sequent on July 1, 2021, Southern Company Gas' reportable segments also included wholesale gas services.

On March 24, 2023, Alabama Power filed Rate CNP New Plant with the Alabama PSC to recover costs associated with the acquisition of the Central Alabama Generating Station.

The filing reflected an annual increase in retail revenues of $78 million, or 1.1%, effective with June 2023 billings.

Through May 2023, Alabama Power recovered substantially all costs associated with the Central Alabama Generating Station through Rate RSE, offset by revenues from a power sales agreement.

On May 24, 2023, the Central Alabama Generating Station was placed into retail service.

On November 1, 2023, Alabama Power placed Plant Barry Unit 8 in service.

On December 1, 2023, Alabama Power filed Rate CNP New Plant with the Alabama PSC to recover costs associated with Plant Barry Unit 8.

The filing reflected an annual increase in retail revenues of $91 million, or 1.4%, effective with January 2024 billings.

On June 14, 2023, the Alabama PSC issued an order approving modifications to Alabama Power's Renewable Generation Certificate.

The modifications authorized Alabama Power to procure an additional 2,400 MWs of renewable capacity and energy by June 14, 2029 and to market the related energy and environmental attributes to customers and other third parties.

The modifications also increased the size of allowable renewable projects from 80 MWs to 200 MWs and increased the annual approval limit from 160 MWs to 400 MWs.

On July 11, 2023, the Alabama PSC issued an order authorizing Alabama Power to expand the existing authority of its reliability reserve to include certain production-related expenses that are intended to maintain reliability in between scheduled generating unit maintenance outages.

At December 31, 2023, Alabama Power accrued $52 million to its reliability reserve.

On October 3, 2023, the Alabama PSC issued an order modifying its December 2022 order related to excess federal accumulated deferred income taxes and authorizing Alabama Power to (i) flow back in 2023 approximately $24 million of certain federal excess accumulated deferred income taxes resulting from the Tax Cuts and Jobs Act of 2017 and (ii) make available any remaining balance of excess accumulated deferred income taxes at the end of 2023 for the benefit of customers in 2024 and/or 2025.

At December 31, 2023, the remaining balance was $81 million, of which approximately $67 million and $14 million will flow back in 2024 and 2025, respectively, for the benefit of customers.

On December 1, 2023, Alabama Power submitted calculations to the Alabama PSC for Rate CNP Compliance for 2024, which resulted in an annual revenue decrease of approximately $23 million, or 0.3%, effective with January 2024 billings.

Georgia Power placed Plant Vogtle Unit 3 in service on July 31, 2023 and continues construction on Plant Vogtle Unit 4 (each with electric generating capacity of approximately 1,100 MWs), in which it 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 second quarter 2024 is $10.8 billion.

Hot functional testing for Unit 4 was completed on May 1, 2023.

On July 20, 2023, Southern Nuclear announced that all Unit 4 ITAACs had been submitted to the NRC, and, on July 28, 2023, the NRC published its 103(g) finding that the accepted criteria in the combined license for Unit 4 had been met, which allowed nuclear fuel to be loaded and start-up testing to begin.

Fuel load for Unit 4 was completed on August 19, 2023.

On October 6, 2023, Georgia Power announced that during start-up and pre-operational testing for Unit 4, Southern Nuclear identified a motor fault in one of four reactor coolant pumps (RCPs).

This RCP was replaced with an on-site spare RCP from inventory.

On February 1, 2024, Georgia Power announced that during start-up and pre-operational testing for Unit 4, Southern Nuclear identified, and has remediated, vibrations associated with certain piping within the cooling system.

Considering the remaining pre-operational testing, Unit 4 is projected to be placed in service during the second quarter 2024.

On February 14, 2024, Unit 4 achieved self-sustaining nuclear fission, commonly referred to as initial criticality.

The projected schedule for Unit 4 significantly depends on the progression of start-up and pre-operational testing, which may be impacted by equipment or other operational failures.

In addition, any findings related to the root cause of the motor fault on the single Unit 4 RCP could require engineering changes or remediation related to the other seven Unit 3 and Unit 4 RCPs.

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

As of December 31, 2023, based on completion of construction work and the assessment of start-up and pre-operational testing remaining, Southern Nuclear has an estimated $36 million for construction contingency remaining in the estimate to complete.

This contingency is projected to be allocated in the future to address any further Unit 4 schedule extensions or remediation of other issues discovered during start-up testing.

In September 2022, Georgia Power and MEAG Power reached an agreement to resolve a dispute regarding 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").

Under the terms of the agreement, among other items, (i) MEAG Power will not exercise its tender option and will retain its full ownership interest in Plant Vogtle Units 3 and 4; (ii) Georgia Power will reimburse a portion of MEAG Power's costs of construction for Plant Vogtle Units 3 and 4 as such costs are incurred and with no further adjustment for force majeure costs, which payments will total approximately $92 million based on the current project capital cost forecast; and (iii) Georgia Power will reimburse 20% of MEAG Power's costs of construction with respect to any amounts over the current project capital cost forecast, with no further adjustment for force majeure costs.

On October 5, 2023 and October 17, 2023, Georgia Power reached agreements with OPC and Dalton, respectively, to resolve its respective dispute with each of OPC and Dalton regarding the cost-sharing and tender provisions of the Global Amendments.

Under the terms of the agreements with OPC and Dalton, among other items, (i) each of OPC and Dalton retracted its exercise of the tender option and will retain its full ownership interest in Plant Vogtle Units 3 and 4, (ii) Georgia Power made payments immediately after execution of the agreements of $308 million and $17 million to OPC and Dalton, respectively, representing payment for a portion of each of OPC's and Dalton's costs of construction for Plant Vogtle Units 3 and 4 previously incurred, (iii) Georgia Power will pay a portion of each of OPC's and Dalton's further costs of construction for Plant Vogtle Units 3 and 4 as such costs are incurred and with no further adjustment for force majeure costs, which payments will be in an aggregate amount of approximately $105 million and $6 million for OPC and Dalton, respectively, based on the current project capital cost forecast, and (iv) Georgia Power will pay 66% of each of OPC's and Dalton's costs of construction with respect to any amounts above the current project capital cost forecast, with no further adjustment for force majeure costs.

Georgia Power recorded pre-tax charges to income through the fourth quarter 2022 of $407 million ($304 million after tax) associated with the cost-sharing provisions of the Global Amendments, including the settlement with MEAG Power.

Based on the current project capital cost forecast and the settlements with OPC and Dalton described above, Georgia Power recorded a pre-tax charge to income of approximately $160 million ($120 million after tax) in the third quarter 2023.

These charges are included in the total project capital cost forecast and will not be recovered from retail customers.

The ultimate impact of these matters on the construction schedule for Plant Vogtle Unit 4 and project capital cost forecast for Plant Vogtle Units 3 and 4 cannot be determined at this time.

Southern Power develops, constructs, acquires, owns, [added: operates,] and manages power generation assets, including renewable energy projects, and sells electricity at market-based rates in the wholesale market.

Southern Nuclear operates and provides services to the Southern Company system's nuclear power [removed: plants and is currently managing construction and start-up of Plant Vogtle Unit 4, which is co-owned by Georgia Power.][added: plants.]

Segment information for [removed: Southern Company and Southern Company Gas] [added: the Registrants] is included in Note 16 to the financial statements in Item 8 herein.

[Table of [removed: Contents](#ie194576fbf7048efb201674f596620b9_7)] [added: Contents](#iac68561a60874beab18642d5b53f0074_7)] [Index to Financial [removed: Statements](#ie194576fbf7048efb201674f596620b9_343)][added: Statements](#iac68561a60874beab18642d5b53f0074_346)]

In [removed: November] 2022, the Southeast Energy Exchange Market (SEEM) began service.

[removed: On] [added: In] July [removed: 14,] 2023, the U.S. Court of Appeals for the [removed: District of Columbia] [added: D.C.] Circuit vacated certain FERC orders related to SEEM and remanded the proceeding to the FERC.

Alabama Power and Georgia Power each have agreements with Southern Nuclear to operate the Southern Company system's existing nuclear plants, Plants Farley, Hatch, and [removed: Vogtle (Units 1, 2, and 3).][added: Vogtle.]

Southern Power develops, constructs, acquires, owns, [added: operates,] and manages power generation assets, including renewable energy projects, and sells electricity at market-based rates (under authority from the FERC) in the wholesale market.

At December 31, [removed: 2023,] [added: 2024,] Southern Power's generation fleet, which is owned in part with various partners, totaled [removed: 12,498] [added: 12,648] MWs of nameplate capacity in commercial operation (including [removed: 5,118] [added: 5,268] 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 partner and thus consolidating the assets and operations of [added: the partnerships.]

[removed: At December 31, 2023, 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 facilities under construction, as well as other capacity and energy contracts, Southern Power's average investment coverage ratio at December 31, [removed: 2023] [added: 2024] was [removed: 97%] [added: 96%] through [removed: 2028] [added: 2029] and [removed: 89%] [added: 87%] through [removed: 2033,] [added: 2034,] with an average remaining contract duration of approximately 12 years.

For the year ended December 31, [removed: 2023,] [added: 2024,] approximately [removed: 41%] [added: 46%] of contracted MWs were with AAA to A- or equivalent rated counterparties, [removed: 47%] [added: 46%] were with BBB+ to BBB- or equivalent rated counterparties, and [removed: 10%] [added: 6%] were with unrated entities that either have ratemaking authority or have posted collateral to cover potential credit exposure.

Gas distribution operations, the largest segment of Southern Company Gas' business, operates, constructs, and maintains approximately [removed: 77,900] [added: 78,500] 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 marketing services is comprised of SouthStar, which serves approximately [removed: 665,000] [added: 668,000] 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: 2024,] [added: 2025,] the Southern Company system's construction program is expected to be apportioned approximately as follows:

| | | | Southern Company [removed: system(a)(b)] [added: system(a)(b)(c)(d)] | | | [removed: Alabama Power] [added: Alabama Power(c)] | | | Georgia [removed: Power] [added: Power(d)] | | | Mississippi Power | | |

| Environmental [removed: compliance(c)] [added: compliance(e)] | | | [removed: 0.1] [added: 0.2] | | | [removed: —] [added: 0.1] | | | [removed: 0.1] [added: 0.2] | | | — | | |

| Generation maintenance | | | 1.3 | | | [removed: 0.5] [added: 0.4] | | | [removed: 0.7] [added: 0.8] | | | 0.1 | | |

| General plant | | | [removed: 1.6] [added: 1.7] | | | 0.7 | | | [removed: 0.9] [added: 1.0] | | | 0.1 | | |

| Southern [removed: Power(d)] [added: Power(f)] | | | [removed: 0.3] [added: 0.9] | | | | | | | | | | | |

| Southern Company [removed: Gas(e)] [added: Gas(g)] | | | [removed: 1.8] [added: 2.0] | | | | | | | | | | | |

[removed: (c)Reflects] [added: (e)Reflects] cost estimates for environmental laws and regulations.

These estimated expenditures do not include [removed: potential] compliance costs associated with [removed: any future] [added: the] regulation of [removed: CO2] [added: GHG] emissions [removed: from fossil fuel-fired electric generating units] or [removed: the proposed ELG Supplemental Rule, or] costs associated with closure and monitoring of [removed: ash ponds] [added: surface impoundments] and landfills in accordance with the CCR Rule and the related state rules.

[removed: (d)Does] [added: Does] not include approximately [removed: $0.8] [added: $0.7] 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.

[removed: (e)Includes] [added: (g)Includes] costs for ongoing capital projects associated with infrastructure improvement programs for certain natural gas distribution utilities that have been previously approved by their applicable state regulatory agencies.

The traditional electric operating companies also anticipate continued expenditures associated with closure and monitoring of [removed: ash ponds] [added: surface impoundments] 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 [removed: 2024] [added: 2025] total [removed: $728] [added: $729] million for Southern Company, primarily consisting of [removed: $346] [added: $364] million for Alabama Power, [removed: $338] [added: $309] million for Georgia Power, and [removed: $24] [added: $30] million for Mississippi Power.

See MANAGEMENT'S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – "Cash Requirements" in Item 7 herein for additional information, including estimated expenditures for construction, environmental compliance, and closure and monitoring of [removed: ash ponds] [added: surface impoundments] and landfills for the years [removed: 2025] [added: 2026] through [removed: 2028.][added: 2029.]

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: 2022] [added: 2023] and [removed: 2023.][added: 2024.]

For [removed: 2024,] [added: 2025,] SCS has contracted for [removed: 620] [added: 627] Bcf of natural gas supply under agreements with remaining terms up to 10 years.

The traditional electric operating companies have agreements in place from which they expect to receive substantially all of their [removed: 2024] [added: 2025] coal burn requirements.

See MANAGEMENT'S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – "Environmental Matters" in Item 7 herein and Note 2 to the financial statements under "Alabama Power – Environmental Accounting Order," "Georgia Power – Integrated Resource Plans," and "Mississippi Power – Integrated Resource [removed: Plan"] [added: Plans"] in Item 8 herein for 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 up to [removed: 11] [added: 10] years.

The DOE failed to begin disposing of spent fuel in 1998, as required by the contracts, and Alabama Power and Georgia Power have pursued [removed: and are pursuing] legal remedies against the government for breach of contract.

Natural gas [removed: supplies, primarily from the Permian and Haynesville regions,] [added: supplies] have continued to grow; however, this growth has been accompanied by LNG export growth.

Forward curves project prices will remain in the [removed: range of mid-to high- $3 per mmBtu, approaching $4] [added: mid- to high-$3] per [removed: mmBtu,] [added: mmBtu range] through 2030; however, short-term price volatility is expected and future prices could be materially impacted by various factors, including unexpected geopolitical events as well as government policies related to natural gas [added: and energy, including] infrastructure development, production, and exports.

[added: |] Southern Company Gas [removed: also contracts][added: | | | 4,900 | | |]

[added: Southern Company Gas also contracts] for transportation and storage services from interstate pipelines that are regulated by the FERC.

As of December 31, [removed: 2023,] [added: 2024,] the territory had an area of approximately 116,000 square miles and an estimated population of approximately 17 million.

At December 31, 2024, Southern Power had eight tax equity partnership arrangements where the tax equity

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

SNG is developing a proposed pipeline project, designed to meet customer demand by increasing SNG's existing pipeline capacity by approximately 1.3 billion cubic feet per day, which the operator of the joint venture anticipates will be completed by 2029.

See MANAGEMENT'S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – "Construction Programs" in Item 7 herein for additional information.

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

| New generation | | | $ | 3.7 | | $ | 0.7 | | $ | 3.0 | | $ | — | |

| Transmission | | | 2.6 | | | 0.5 | | | 2.1 | | | — | | |

| Distribution | | | 1.9 | | | 0.4 | | | 1.4 | | | 0.1 | | |

| | | | 11.8 | | | 2.9 | | | 8.6 | | | 0.3 | | |

| Total(a) | | | $ | 14.8 | | $ | 2.9 | | $ | 8.6 | | $ | 0.3 | |

(c)Includes $640 million contingent upon approval by the Alabama PSC related to Alabama Power's October 2024 CCN filing.

(d)Includes committed expenditures related to generation construction projects Georgia Power has bid through a request for proposals (RFP) as initiated in the 2022 IRP.

Excludes all other expenditures not yet approved for Georgia Power-owned proposals in RFPs and related transmission investments.

(f)Includes $0.4 billion related to the Millers Branch solar project and $0.3 billion related to the Kay Wind repowering project.

See Note 15 to the financial statements under "Southern Power" in Item 8 herein for additional information regarding the Millers Branch solar project and the Kay Wind repowering project.

Also includes gas pipeline investment of approximately $0.1 billion.

See MANAGEMENT'S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – "Construction Programs" in Item 7 herein for information regarding this project.

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

| Residential | | | 1,337 | | | 2,452 | | | 158 | | | 3,947 | | |

| Commercial | | | 208 | | | 332 | | | 35 | | | 574 | | |

| Total(b) | | | 1,552 | | | 2,804 | | | 193 | | | 4,549 | | |

(a)Includes 423 industrial retail customers and 105 other retail customers.

Dalton serves its requirements from self-owned generation facilities, some of

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

| Total | | | | | | 4,387 | | | 78.5 | | |

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

Southern Nuclear has notified the NRC of its intent to seek to renew the plant's licenses for an additional 20 years (through 2057 and 2061 for Units 1 and 2, respectively), with a license renewal application projected to be submitted by the fourth quarter 2026.

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

On October 30, 2024, Alabama Power filed a petition for a CCN with the Alabama PSC for authorization to procure additional generating capacity through the acquisition of the Lindsay Hill Generating Station.

Alabama Power expects to complete the acquisition by the end of the third quarter 2025.

See Note 2 to the financial statements under "Alabama Power – Petition for Certificate of Convenience and Necessity" in Item 8 herein for additional information.

On April 16, 2024, the Georgia PSC approved Georgia Power's updated IRP as modified by a stipulation among Georgia Power, the staff of the Georgia PSC, and certain intervenors.

On January 31, 2025, Georgia Power filed its triennial IRP with the Georgia PSC.

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

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

On April 26, 2024, Mississippi Power filed its 2024 IRP with the Mississippi PSC.

In addition, Georgia Power has an agreement with Southern Nuclear to develop, license, construct, and operate Plant Vogtle Unit 4.

the partnerships.

| New generation | | | $ | 1.1 | | $ | — | | $ | 1.0 | | $ | — | |

| Transmission | | | 1.7 | | | 0.3 | | | 1.4 | | | — | | |

| Distribution | | | 1.7 | | | 0.5 | | | 1.1 | | | 0.1 | | |

| | | | 7.8 | | | 2.1 | | | 5.4 | | | 0.3 | | |

| Total(a) | | | $ | 10.0 | | $ | 2.1 | | $ | 5.4 | | $ | 0.3 | |

| Residential | | | 1,328 | | | 2,406 | | | 157 | | | 3,890 | | |

| Commercial | | | 207 | | | 329 | | | 34 | | | 570 | | |

| Total(*) | | | 1,541 | | | 2,754 | | | 192 | | | 4,487 | | |

| Total | | | | | | 4,374 | | | 77.9 | | |

The current Lloyd Shoals project license expired on December 31, 2023.

Subsequent to December 31, 2023, the FERC authorized Georgia Power to continue operation of the Lloyd Shoals project under the terms and conditions of the prior license until the issuance of a subsequent license.

An application to relicense the project is expected to be filed with the FERC by December 31, 2024.

On October 27, 2023, Georgia Power filed an updated IRP (2023 IRP Update) with the Georgia PSC, which sets forth a plan to support the recent increase in the state of Georgia's projected energy needs since the 2022 IRP.

Georgia Power expects the Georgia PSC to render a final decision on the 2023 IRP Update on April 16, 2024.

Also see Note 2 to the financial statements under "Georgia Power – Nuclear Construction" in Item 8 herein for additional information on the Georgia Nuclear Energy Financing Act and the Georgia PSC certification of Plant Vogtle Units 3 and 4, which have allowed Georgia Power to recover certain financing costs for construction of Plant Vogtle Units 3 and 4.

Mississippi Power's most recent IRP was filed in 2021 and the next IRP is expected to be filed in April 2024.

| | | | At December 31, 2023(*) | | |

| Southern Company Gas | | | 4,800 | | |

| SCS | | | 4,200 | | |

Southern Company system management utilizes its "Moving to Equity" initiative that focuses on five key areas: talent, work environment, supplier inclusion, civic engagement, and community investment and social justice.

This initiative demonstrates the Southern Company system's commitments, highlights key results, and tracks progress on long-term goals.

employees, high potential employees, first-level managers, managers of managers, and executives.

[Table of [removed: Contents](#ie194576fbf7048efb201674f596620b9_7)] [added: Contents](#iac68561a60874beab18642d5b53f0074_7)] [Index to Financial [removed: Statements](#ie194576fbf7048efb201674f596620b9_343)][added: Statements](#iac68561a60874beab18642d5b53f0074_346)]

For the Fiscal Year Ended December 31, [removed: 2023][added: 2024]

Aggregate market value of The Southern Company's common stock held by non-affiliates of The Southern Company at June 30, [removed: 2023: $76.6] [added: 2024: $84.9] billion.

| Registrant | | | | | | Description of Common Stock | | | | | | Shares Outstanding at January 31, [removed: 2024] [added: 2025] | | |

| The Southern Company | | | | | | Par Value $5 Per Share | | | | | | [removed: 1,091,015,113] [added: 1,096,802,197] | | |

Documents incorporated by reference: specified portions of The Southern Company's Definitive Proxy Statement on Schedule 14A relating to the [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated by reference into PART III.

| | | | [Cautionary Statement Regarding Forward-Looking [removed: Information](#ie194576fbf7048efb201674f596620b9_13)] [added: Information](#iac68561a60874beab18642d5b53f0074_13)] | | | [removed: [vi](#ie194576fbf7048efb201674f596620b9_13)] [added: [vi](#iac68561a60874beab18642d5b53f0074_13)] | | |

| [Item [removed: 1](#ie194576fbf7048efb201674f596620b9_19)] [added: 1](#iac68561a60874beab18642d5b53f0074_19)] | | | [removed: [Business](#ie194576fbf7048efb201674f596620b9_19)] [added: [Business](#iac68561a60874beab18642d5b53f0074_19)] | | | [removed: I-[1](#ie194576fbf7048efb201674f596620b9_19)] [added: I-[1](#iac68561a60874beab18642d5b53f0074_19)] | | |

| | | | [The Southern Company [removed: System](#ie194576fbf7048efb201674f596620b9_22)] [added: System](#iac68561a60874beab18642d5b53f0074_22)] | | | [removed: I-[1](#ie194576fbf7048efb201674f596620b9_22)] [added: I-[1](#iac68561a60874beab18642d5b53f0074_22)] | | |

| | | | [Construction [removed: Programs](#ie194576fbf7048efb201674f596620b9_31)] [added: Programs](#iac68561a60874beab18642d5b53f0074_31)] | | | [removed: I-[4](#ie194576fbf7048efb201674f596620b9_31)] [added: I-[4](#iac68561a60874beab18642d5b53f0074_31)] | | |

| | | | [Financing [removed: Programs](#ie194576fbf7048efb201674f596620b9_34)] [added: Programs](#iac68561a60874beab18642d5b53f0074_34)] | | | [removed: I-[4](#ie194576fbf7048efb201674f596620b9_34)] [added: I-[5](#iac68561a60874beab18642d5b53f0074_34)] | | |

| | | | [Fuel [removed: Supply](#ie194576fbf7048efb201674f596620b9_37)] [added: Supply](#iac68561a60874beab18642d5b53f0074_37)] | | | [removed: I-[5](#ie194576fbf7048efb201674f596620b9_37)] [added: I-[5](#iac68561a60874beab18642d5b53f0074_37)] | | |

| | | | [Territory Served by the Southern Company [removed: System](#ie194576fbf7048efb201674f596620b9_43)] [added: System](#iac68561a60874beab18642d5b53f0074_43)] | | | [removed: I-[6](#ie194576fbf7048efb201674f596620b9_43)] [added: I-[6](#iac68561a60874beab18642d5b53f0074_43)] | | |

| | | | [Rate [removed: Matters](#ie194576fbf7048efb201674f596620b9_61)] [added: Matters](#iac68561a60874beab18642d5b53f0074_61)] | | | [removed: I-[11](#ie194576fbf7048efb201674f596620b9_61)] [added: I-[11](#iac68561a60874beab18642d5b53f0074_61)] | | |

| | | | [Human [removed: Capital](#ie194576fbf7048efb201674f596620b9_76)] [added: Capital](#iac68561a60874beab18642d5b53f0074_76)] | | | [removed: I-[13](#ie194576fbf7048efb201674f596620b9_76)] [added: I-[13](#iac68561a60874beab18642d5b53f0074_76)] | | |

| [Item [removed: 1A](#ie194576fbf7048efb201674f596620b9_79)] [added: 1A](#iac68561a60874beab18642d5b53f0074_79)] | | | [Risk [removed: Factors](#ie194576fbf7048efb201674f596620b9_79)] [added: Factors](#iac68561a60874beab18642d5b53f0074_79)] | | | [removed: I-[15](#ie194576fbf7048efb201674f596620b9_79)] [added: I-[15](#iac68561a60874beab18642d5b53f0074_79)] | | |

| [Item [removed: 1B](#ie194576fbf7048efb201674f596620b9_82)] [added: 1B](#iac68561a60874beab18642d5b53f0074_82)] | | | [Unresolved Staff [removed: Comments](#ie194576fbf7048efb201674f596620b9_82)] [added: Comments](#iac68561a60874beab18642d5b53f0074_82)] | | | [removed: I-[26](#ie194576fbf7048efb201674f596620b9_82)] [added: I-[27](#iac68561a60874beab18642d5b53f0074_82)] | | |

| [Item [removed: 1C](#ie194576fbf7048efb201674f596620b9_6422)] [added: 1C](#iac68561a60874beab18642d5b53f0074_85)] | | | [removed: [Cybersecurity](#ie194576fbf7048efb201674f596620b9_6422)] [added: [Cybersecurity](#iac68561a60874beab18642d5b53f0074_85)] | | | [removed: I-[26](#ie194576fbf7048efb201674f596620b9_6422)] [added: I-[27](#iac68561a60874beab18642d5b53f0074_85)] | | |

| [Item [removed: 2](#ie194576fbf7048efb201674f596620b9_85)] [added: 2](#iac68561a60874beab18642d5b53f0074_88)] | | | [removed: [Properties](#ie194576fbf7048efb201674f596620b9_85)] [added: [Properties](#iac68561a60874beab18642d5b53f0074_88)] | | | [removed: I-[29](#ie194576fbf7048efb201674f596620b9_85)] [added: I-[30](#iac68561a60874beab18642d5b53f0074_88)] | | |

| [Item [removed: 3](#ie194576fbf7048efb201674f596620b9_91)] [added: 3](#iac68561a60874beab18642d5b53f0074_94)] | | | [Legal [removed: Proceedings](#ie194576fbf7048efb201674f596620b9_91)] [added: Proceedings](#iac68561a60874beab18642d5b53f0074_94)] | | | [removed: I-[36](#ie194576fbf7048efb201674f596620b9_91)] [added: I-[37](#iac68561a60874beab18642d5b53f0074_94)] | | |

| [Item [removed: 4](#ie194576fbf7048efb201674f596620b9_94)] [added: 4](#iac68561a60874beab18642d5b53f0074_97)] | | | [Mine Safety [removed: Disclosures](#ie194576fbf7048efb201674f596620b9_94)] [added: Disclosures](#iac68561a60874beab18642d5b53f0074_97)] | | | [removed: I-[36](#ie194576fbf7048efb201674f596620b9_94)] [added: I-[37](#iac68561a60874beab18642d5b53f0074_97)] | | |

| | | | [Information about Our Executive Officers – Southern [removed: Company](#ie194576fbf7048efb201674f596620b9_97)] [added: Company](#iac68561a60874beab18642d5b53f0074_100)] | | | [removed: I-[37](#ie194576fbf7048efb201674f596620b9_97)] [added: I-[38](#iac68561a60874beab18642d5b53f0074_100)] | | |

| [Item [removed: 5](#ie194576fbf7048efb201674f596620b9_103)] [added: 5](#iac68561a60874beab18642d5b53f0074_106)] | | | [Market for Registrants' Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ie194576fbf7048efb201674f596620b9_103)] [added: Securities](#iac68561a60874beab18642d5b53f0074_106)] | | | [removed: II-[1](#ie194576fbf7048efb201674f596620b9_103)] [added: II-[1](#iac68561a60874beab18642d5b53f0074_106)] | | |

| [Item [removed: 7](#ie194576fbf7048efb201674f596620b9_106)] [added: 7](#iac68561a60874beab18642d5b53f0074_109)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie194576fbf7048efb201674f596620b9_106)] [added: Operations](#iac68561a60874beab18642d5b53f0074_109)] | | | [removed: II-[2](#ie194576fbf7048efb201674f596620b9_106)] [added: II-[2](#iac68561a60874beab18642d5b53f0074_109)] | | |

| [Item [removed: 7A](#ie194576fbf7048efb201674f596620b9_106)] [added: 7A](#iac68561a60874beab18642d5b53f0074_109)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ie194576fbf7048efb201674f596620b9_106)] [added: Risk](#iac68561a60874beab18642d5b53f0074_109)] | | | [removed: II-[2](#ie194576fbf7048efb201674f596620b9_106)] [added: II-[2](#iac68561a60874beab18642d5b53f0074_109)] | | |

| [Item [removed: 8](#ie194576fbf7048efb201674f596620b9_343)] [added: 8](#iac68561a60874beab18642d5b53f0074_346)] | | | [Financial Statements and Supplementary [removed: Data](#ie194576fbf7048efb201674f596620b9_343)] [added: Data](#iac68561a60874beab18642d5b53f0074_346)] | | | [removed: II-[72](#ie194576fbf7048efb201674f596620b9_343)] [added: II-[67](#iac68561a60874beab18642d5b53f0074_346)] | | |

| [Item [removed: 9](#ie194576fbf7048efb201674f596620b9_721)] [added: 9](#iac68561a60874beab18642d5b53f0074_730)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ie194576fbf7048efb201674f596620b9_721)] [added: Disclosure](#iac68561a60874beab18642d5b53f0074_730)] | | | [removed: II-[255](#ie194576fbf7048efb201674f596620b9_721)] [added: II-[248](#iac68561a60874beab18642d5b53f0074_730)] | | |

| [Item [removed: 9A](#ie194576fbf7048efb201674f596620b9_724)] [added: 9A](#iac68561a60874beab18642d5b53f0074_733)] | | | [Controls and [removed: Procedures](#ie194576fbf7048efb201674f596620b9_724)] [added: Procedures](#iac68561a60874beab18642d5b53f0074_733)] | | | [removed: II-[255](#ie194576fbf7048efb201674f596620b9_724)] [added: II-[248](#iac68561a60874beab18642d5b53f0074_733)] | | |

| [Item [removed: 9C](#ie194576fbf7048efb201674f596620b9_724)] [added: 9C](#iac68561a60874beab18642d5b53f0074_733)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ie194576fbf7048efb201674f596620b9_724)] [added: Inspections](#iac68561a60874beab18642d5b53f0074_733)] | | | [removed: [II-](#ie194576fbf7048efb201674f596620b9_721)[255](#ie194576fbf7048efb201674f596620b9_721)] [added: [II-](#iac68561a60874beab18642d5b53f0074_730)[248](#iac68561a60874beab18642d5b53f0074_730)] | | |

| [Item [removed: 10](#ie194576fbf7048efb201674f596620b9_745)] [added: 10](#iac68561a60874beab18642d5b53f0074_754)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ie194576fbf7048efb201674f596620b9_745)] [added: Governance](#iac68561a60874beab18642d5b53f0074_754)] | | | [removed: III-[1](#ie194576fbf7048efb201674f596620b9_745)] [added: III-[1](#iac68561a60874beab18642d5b53f0074_754)] | | |

| [Item [removed: 11](#ie194576fbf7048efb201674f596620b9_745)] [added: 11](#iac68561a60874beab18642d5b53f0074_754)] | | | [Executive [removed: Compensation](#ie194576fbf7048efb201674f596620b9_745)] [added: Compensation](#iac68561a60874beab18642d5b53f0074_754)] | | | [removed: III-[1](#ie194576fbf7048efb201674f596620b9_745)] [added: III-[1](#iac68561a60874beab18642d5b53f0074_754)] | | |

| [Item [removed: 12](#ie194576fbf7048efb201674f596620b9_745)] [added: 12](#iac68561a60874beab18642d5b53f0074_754)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ie194576fbf7048efb201674f596620b9_745)] [added: Matters](#iac68561a60874beab18642d5b53f0074_754)] | | | [removed: III-[1](#ie194576fbf7048efb201674f596620b9_745)] [added: III-[1](#iac68561a60874beab18642d5b53f0074_754)] | | |

| [Item [removed: 13](#ie194576fbf7048efb201674f596620b9_745)] [added: 13](#iac68561a60874beab18642d5b53f0074_754)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie194576fbf7048efb201674f596620b9_745)] [added: Independence](#iac68561a60874beab18642d5b53f0074_754)] | | | [removed: III-[1](#ie194576fbf7048efb201674f596620b9_745)] [added: III-[1](#iac68561a60874beab18642d5b53f0074_754)] | | |

| [Item [removed: 14](#ie194576fbf7048efb201674f596620b9_751)] [added: 14](#iac68561a60874beab18642d5b53f0074_760)] | | | [Principal Accountant Fees and [removed: Services](#ie194576fbf7048efb201674f596620b9_751)] [added: Services](#iac68561a60874beab18642d5b53f0074_760)] | | | [removed: III-[2](#ie194576fbf7048efb201674f596620b9_751)] [added: III-[2](#iac68561a60874beab18642d5b53f0074_760)] | | |

| | | | [PART [removed: IV](#ie194576fbf7048efb201674f596620b9_754)] [added: III](#iac68561a60874beab18642d5b53f0074_754)] | | | | | |

| [Item [removed: 15](#ie194576fbf7048efb201674f596620b9_757)] [added: 15](#iac68561a60874beab18642d5b53f0074_766)] | | | [Exhibits and Financial Statement [removed: Schedules](#ie194576fbf7048efb201674f596620b9_757)] [added: Schedules](#iac68561a60874beab18642d5b53f0074_766)] | | | [removed: IV-[1](#ie194576fbf7048efb201674f596620b9_757)] [added: IV-[1](#iac68561a60874beab18642d5b53f0074_766)] | | |

| [Item [removed: 16](#ie194576fbf7048efb201674f596620b9_757)] [added: 16](#iac68561a60874beab18642d5b53f0074_766)] | | | [Form 10-K [removed: Summary](#ie194576fbf7048efb201674f596620b9_757)] [added: Summary](#iac68561a60874beab18642d5b53f0074_766)] | | | [removed: IV-[1](#ie194576fbf7048efb201674f596620b9_757)] [added: IV-[1](#iac68561a60874beab18642d5b53f0074_766)] | | |

| Amended and Restated Loan Guarantee Agreement | | | Loan guarantee agreement entered into by Georgia Power with the DOE in 2014, as amended and restated in [removed: March] 2019, under which the proceeds of borrowings [removed: may be] [added: were] used to reimburse Georgia Power for Eligible Project Costs incurred in connection with its construction of Plant Vogtle Units 3 and 4 | | |

| Guarantee Settlement Agreement | | | The [removed: June 9,] 2017 settlement agreement between the Vogtle Owners and Toshiba related to certain payment obligations of the EPC Contractor guaranteed by Toshiba | | |

| IRA | | | Inflation Reduction Act [added: of 2022] | | |

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

| The Southern Company | | | Series 2025A 6.50% Junior Subordinated Notes due 2085 | | | SOJF | | | NYSE | | |

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

| | | | [Definitions](#iac68561a60874beab18642d5b53f0074_10) | | | [ii](#iac68561a60874beab18642d5b53f0074_10) | | |

| | | | [PART I](#iac68561a60874beab18642d5b53f0074_16) | | | | | |

| | | | [Competition](#iac68561a60874beab18642d5b53f0074_49) | | | I-[8](#iac68561a60874beab18642d5b53f0074_49) | | |

| | | | [Seasonality](#iac68561a60874beab18642d5b53f0074_55) | | | I-[9](#iac68561a60874beab18642d5b53f0074_55) | | |

| | | | [Regulation](#iac68561a60874beab18642d5b53f0074_58) | | | I-[10](#iac68561a60874beab18642d5b53f0074_58) | | |

| | | | [PART II](#iac68561a60874beab18642d5b53f0074_103) | | | | | |

| [Item 6](#iac68561a60874beab18642d5b53f0074_106) | | | [Reserved](#iac68561a60874beab18642d5b53f0074_106) | | | [II-1](#iac68561a60874beab18642d5b53f0074_106) | | |

| [Item 9B](#iac68561a60874beab18642d5b53f0074_733) | | | [Other Information](#iac68561a60874beab18642d5b53f0074_733) | | | II-[248](#iac68561a60874beab18642d5b53f0074_733) | | |

| | | | [PART IV](#iac68561a60874beab18642d5b53f0074_763) | | | | | |

| | | | [Signatures](#iac68561a60874beab18642d5b53f0074_775) | | | | | |

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

| AGL Services Company | | | AGL Services Company, Inc., the Southern Company Gas system service company and a wholly-owned subsidiary of Southern Company Gas | | |

| Bechtel | | | Bechtel Power Corporation | | |

| CAMT | | | Corporate alternative minimum tax | | |

| CODM | | | Chief operating decision maker | | |

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

| | | | | | |

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

| | | | | | |

| | | | | | |

| | | | | | |

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

- the inherent risks involved in generation, transmission, and distribution of electricity and transportation and storage of natural gas, including accidents, explosions, fires, mechanical problems, discharges or releases of toxic or hazardous substances or gases, and other environmental risks;

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

| | | | [Definitions](#ie194576fbf7048efb201674f596620b9_10) | | | [ii](#ie194576fbf7048efb201674f596620b9_10) | | |

| | | | [PART I](#ie194576fbf7048efb201674f596620b9_16) | | | | | |

| | | | [Competition](#ie194576fbf7048efb201674f596620b9_49) | | | I-[8](#ie194576fbf7048efb201674f596620b9_49) | | |

| | | | [Seasonality](#ie194576fbf7048efb201674f596620b9_55) | | | I-[9](#ie194576fbf7048efb201674f596620b9_55) | | |

| | | | [Regulation](#ie194576fbf7048efb201674f596620b9_58) | | | I-[9](#ie194576fbf7048efb201674f596620b9_58) | | |

| | | | [PART II](#ie194576fbf7048efb201674f596620b9_100) | | | | | |

| [Item 6](#ie194576fbf7048efb201674f596620b9_103) | | | [Reserved](#ie194576fbf7048efb201674f596620b9_103) | | | [II-1](#ie194576fbf7048efb201674f596620b9_103) | | |

| [Item 9B](#ie194576fbf7048efb201674f596620b9_724) | | | [Other Information](#ie194576fbf7048efb201674f596620b9_724) | | | II-[255](#ie194576fbf7048efb201674f596620b9_724) | | |

| | | | [PART III](#ie194576fbf7048efb201674f596620b9_745) | | | | | |

| | | | [Signatures](#ie194576fbf7048efb201674f596620b9_766) | | | | | |

| Bechtel | | | Bechtel Power Corporation, the primary contractor for the remaining construction activities for Plant Vogtle Units 3 and 4 | | |

| Contractor Settlement Agreement | | | The December 31, 2015 agreement between Westinghouse and the Vogtle Owners resolving disputes between the Vogtle Owners and the EPC Contractor under the Vogtle 3 and 4 Agreement | | |

| ITAAC | | | Inspections, Tests, Analyses, and Acceptance Criteria, standards established by the NRC | | |

| JEA | | | Jacksonville Electric Authority | | |

| LIBOR | | | London Interbank Offered Rate | | |

| NextEra Energy | | | NextEra Energy, Inc. | | |

| PennEast Pipeline | | | PennEast Pipeline Company, LLC, a joint venture in which Southern Company Gas has a 20% ownership interest | | |

| Sequent | | | Sequent Energy Management, L.P. and Sequent Energy Canada Corp., wholly-owned subsidiaries of Southern Company Gas through June 30, 2021 | | |

| VCM | | | Vogtle Construction Monitoring | | |

| Vogtle 3 and 4 Agreement | | | Agreement entered into with the EPC Contractor in 2008 by Georgia Power, acting for itself and as agent for the Vogtle Owners, and rejected in bankruptcy in July 2017, pursuant to which the EPC Contractor agreed to design, engineer, procure, construct, and test Plant Vogtle Units 3 and 4 | | |

| Vogtle Services Agreement | | | The June 2017 services agreement between the Vogtle Owners and the EPC Contractor, as amended and restated in July 2017, for the EPC Contractor to transition construction management of Plant Vogtle Units 3 and 4 to Southern Nuclear and to provide ongoing design, engineering, and procurement services to Southern Nuclear | | |

| Williams Field Services Group | | | Williams Field Services Group, LLC | | |

- the ability to overcome or mitigate the current challenges, or challenges yet to be identified, at Plant Vogtle Unit 4, as described in Note 2 to the financial statements under "Georgia Power – Nuclear Construction" in Item 8 herein, that could further impact the cost and schedule for the project;

- under certain specified circumstances, a decision by holders of more than 10% of the ownership interests of Plant Vogtle Unit 4 not to proceed with construction;

- in the event Georgia Power becomes obligated to provide funding to MEAG Power with respect to the portion of MEAG Power's ownership interest in Plant Vogtle Units 3 and 4 involving JEA, any inability of Georgia Power to receive repayment of such funding;

- the inherent risks involved in transporting and storing natural gas;

[Table of [removed: Contents](#ie194576fbf7048efb201674f596620b9_7)] [added: Contents](#iac68561a60874beab18642d5b53f0074_7)] [Index to Financial [removed: Statements](#ie194576fbf7048efb201674f596620b9_343)][added: Statements](#iac68561a60874beab18642d5b53f0074_346)]

[added: The BSRC] includes directors with an understanding of cyber issues.

The BSRC meets at every regular Board meeting and when needed in [removed: the event of a specific threat or emerging issue.]

the event of a specific threat or emerging issue.

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

I-29

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

The BSRC

I-26

At December 31, [removed: 2023,] [added: 2024,] the traditional electric operating companies, Southern Power, and SEGCO owned and/or operated the generating facilities listed in the table below.

[Table of [removed: Contents](#ie194576fbf7048efb201674f596620b9_7)] [added: Contents](#iac68561a60874beab18642d5b53f0074_7)] [Index to Financial [removed: Statements](#ie194576fbf7048efb201674f596620b9_343)][added: Statements](#iac68561a60874beab18642d5b53f0074_346)]

| Vogtle Units 1 through [removed: 3] [added: 4] (45.7%) | | | Augusta, GA | | | [removed: 1,613,667] [added: 2,167,094] | | | | | |

| Tugalo | | | Clayton, GA | | | [removed: 45,000] [added: 59,250] | | | | | |

| Total Solar | | | | | | [removed: 358,106] [added: 368,106] | | | | | |

| Total Georgia Power Generating Capacity | | | | | | [removed: 14,146,391] [added: 14,789,068] | | | | | |

| Total Solar | | | | | | [removed: 2,395,460] [added: 2,545,460] | | | (e) | | |

| Total Southern Power Generating Capacity | | | | | | [removed: 12,497,880] [added: 12,647,880] | | | | | |

| Solar | | | | | | [removed: 2,773,006] [added: 2,933,006] | | | | | |

| Battery Storage | | | | | | [removed: 160,000] [added: 225,000] | | | | | |

| Total Southern Company System Generating Capacity | | | | | | [removed: 44,124,202] [added: 44,916,879] | | | | | |

(e)Southern Power owns a 67% equity interest in SP Solar (a limited partnership indirectly owning all of Southern Power's solar facilities, except the Gaskell West [removed: I] [added: I, Roserock,] and [removed: Roserock] [added: South Cheyenne] solar facilities).

Southern Power is the controlling partner in a tax equity partnership owning Gaskell West I and also owns 100% of [removed: Roserock.][added: Roserock and South Cheyenne.]

Alabama Power and Georgia Power are each entitled to [removed: one-half] [added: one half] of SEGCO's capacity and energy.

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

In conjunction with Southern Company's 2019 sale of Gulf Power, Mississippi Power and NextEra [removed: Energy] [added: Energy, Inc.] agreed to negotiate a mutually acceptable revised operating agreement for Plant Daniel.

In [removed: July] 2022, the co-owners executed a revised operating agreement.

See [removed: Notes] [added: Note] 2 [removed: and 3] under "Mississippi Power – Integrated Resource [removed: Plan"] [added: Plans"] and [removed: "Other Matters – Mississippi Power] [added: "] – Plant [removed: Daniel," respectively,] [added: Daniel"] in Item 8 herein for additional information on Plant Daniel.

In [removed: 2023,] [added: 2024,] the maximum demand on the traditional electric operating companies, Southern Power Company, and SEGCO was [removed: 36,919,000] [added: 38,194,000] KWs and occurred on [removed: August 14, 2023.][added: January 17, 2024, which also represents the all-time maximum demand.]

The reserve margin for the traditional electric operating companies, Southern Power Company, and SEGCO in [removed: 2023] [added: 2024] was [removed: 19%.][added: 16%.]

Alabama Power, Georgia Power, and Mississippi Power at December 31, [removed: 2023] [added: 2024] had undivided interests in certain generating plants and other related facilities with non-affiliated parties.

| | | | | | | | | | | | | [removed: Percentage Ownership] [added: Percentage Ownership] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [added: Facility] | | | | | | [removed: Total Capacity] [added: Total Capacity] | | | | | | [removed: Alabama Power] [added: Alabama Power] | | | | | | [removed: Power South] [added: Power South] | | | | | | [removed: Georgia Power] [added: Georgia Power] | | | | | | [removed: Mississippi Power] [added: Mississippi Power] | | | | | | [removed: OPC] [added: OPC] | | | | | | [removed: MEAG Power] [added: MEAG Power] | | | | | | [removed: Dalton] [added: Dalton] | | | | | | [removed: FP&L] [added: FP&L] | | |

| Plant Vogtle Units 1 through [removed: 3] [added: 4] | | | | | | [removed: 3,531] [added: 4,742] | | | | | | — | | | | | | — | | | | | | 45.7 | | | | | | — | | | | | | 30.0 | | | | | | 22.7 | | | | | | 1.6 | | | | | | — | | |

In addition, Georgia Power has commitments, in the form of capacity purchases totaling [removed: $39 million,] [added: $35 million at December 31, 2024,] regarding a portion of a 5% interest in the original cost of Plant Vogtle Units 1 and 2 owned by MEAG Power that are in effect until the later of the retirement of the plant or the latest stated maturity date of MEAG Power's bonds issued to finance such ownership interest.

At December 31, [removed: 2023,] [added: 2024,] Southern Company Gas' gas distribution operations segment owned approximately [removed: 77,900] [added: 78,500] miles of underground distribution and transmission mains, which are located on easements or rights-of-way that generally provide for perpetual use.

The LNG plants and propane storage [removed: facility] [added: facilities] are used by Southern Company Gas' gas distribution operations segment to supplement natural gas supply during peak usage periods.

The sale of the Texas facility was completed in November 2022 and the sale of the California [removed: facility was completed on September 22, 2023.]

| Total Nuclear | | | | | | 3,066,706 | | | | | |

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

| Total Hydro | | | | | | 1,126,412 | | | | | |

| McIntosh | | | Effingham County, GA | | | 10,000 | | | | | |

| Mossy Branch | | | Talbot County, GA | | | 65,000 | | | | | |

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

| South Cheyenne | | | Laramie County, WY | | | 150,000 | | | | | |

| *Battery Storage* | | | | | | | | | | | |

| Nuclear | | | | | | 4,786,706 | | | | | |

| Hydro | | | | | | 2,794,491 | | | | | |

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

On November 8, 2024, Mississippi Power entered into an agreement with FP&L to acquire FP&L's 50% ownership interest in Plant Daniel Units 1 and 2.

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

I-36

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

facility was completed in September 2023.

I-29

| Total Nuclear | | | | | | 2,513,279 | | | | | |

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

| Nuclear | | | | | | 4,233,279 | | | | | |

| Hydro | | | | | | 2,780,241 | | | | | |

Mississippi Power owns a 79-mile length of 500-kilovolt transmission line which is leased to Entergy Gulf States Louisiana, LLC.

The line extends from Plant Daniel to the Louisiana state line.

Entergy Gulf States Louisiana, LLC is paying a use fee covering all expenses and the amortization of the capitalized costs through the expiration of the agreement between the parties on May 31, 2024.

At December 31, 2023, the unamortized portion was approximately $1 million.

See Note 3 to the financial statements under "Other Matters – Mississippi Power – Kemper County Energy Facility" in Item 8 herein for additional information.

The all-time maximum demand of 37,035,000 KWs occurred on June 15, 2022.

Construction continues on Plant Vogtle Units 3 and 4, which are jointly owned by the Vogtle Owners (with each owner currently holding the same undivided ownership interest as shown in the table above with respect to Plant Vogtle Units 1 and 2).

See Note 2 to the financial statements under "Georgia Power – Nuclear Construction" in Item 8 herein.

[Table of [removed: Contents](#ie194576fbf7048efb201674f596620b9_7)] [added: Contents](#iac68561a60874beab18642d5b53f0074_7)] [Index to Financial [removed: Statements](#ie194576fbf7048efb201674f596620b9_343)][added: Statements](#iac68561a60874beab18642d5b53f0074_346)]

*(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: 2023.*][added: 2024.*]

Executive Vice [removed: President and] [added: President,] Chief Financial [removed: Officer][added: Officer, and Treasurer]

Age [removed: 53][added: 66]

Previously served as Executive Vice President, Chief Financial Officer, and Treasurer of Georgia Power from January 2021 to September [removed: 2021,] [added: 2021] and Executive Vice President and Chief Financial Officer of Southern Company Gas from January 2019 to January 2021.

Executive Vice President [added: and Chief Operating Officer]

Age [removed: 57][added: 58]

Previously served as Senior Vice President of SCS with responsibility for governmental affairs from [removed: January 2015] [added: November 2014] to November 2020.

Executive Vice President since April [removed: 2021.][added: 2021 and Executive Vice President of SCS since January 2025.]

Chairman, President, and Chief Executive Officer of SCS since [removed: April 2021.][added: January 2025.]

Previously served as [added: Chairman, President, and Chief] Executive [added: Officer of SCS from April 2021 to January 2025 and Executive] Vice President for Operations of SCS from June 2018 to April 2021.

Age [removed: 49][added: 50]

Previously served as Vice President from July 2015 [removed: through] [added: to] April 2021.

Age [removed: 59][added: 48]

[removed: Chairman] [added: Chairman, President,] and Chief Executive Officer of Southern Nuclear

First elected in [removed: 2011.][added: 2024.]

Chairman and Chief Executive Officer of Southern Nuclear since [removed: July 2011.][added: June 2024.]

Previously served as [added: Executive Vice] President [added: and Chief Nuclear Officer] of Southern Nuclear from July [removed: 2011 through] [added: 2019 to] March 2023.

Age [removed: 64][added: 58]

Each officer listed above was [added: initially] elected at the [removed: annual meeting (or] [added: time or times stated above] by [removed: written consent in lieu of] the [removed: annual meeting) of the] board of directors of the applicable [removed: company, to serve] [added: company and is currently serving] until the next [removed: such] annual meeting [added: (or written consent in lieu of the annual meeting)] or until his or her successor is elected and [removed: qualified, except for Mr. Womack who was elected as Chairman on December 11, 2023.][added: qualified.]

Treasurer since October 2024.

Chief Operating Officer since January 2025.

Sloane N.

Drake

Executive Vice President and Chief Human Resources Officer

Executive Vice President and Chief Human Resources Officer of Southern Company and SCS since March 2023.

Previously served as Senior Vice President of SCS from February 2019 to March 2023 and Senior Vice President of Georgia Power from August 2018 to March 2023.

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

Peter P.

Sena III

Age 61

First elected in 2024.

President of Southern Nuclear since March 2023.

Age 56

Age 60

I-39

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

I-36

Stephen E.

Kuczynski

The common stock is also traded on regional exchanges across the [removed: U.S.][added: United States.]

(a)(2) Number of Southern Company's common stockholders of record at January 31, [removed: 2024: 95,412][added: 2025: 91,209]

Dividends paid per share of common stock were [removed: $2.78] [added: $2.86] in [removed: 2023] [added: 2024] and [removed: $2.70] [added: $2.78] in [removed: 2022.][added: 2023.]

In January [removed: 2024,] [added: 2025,] Southern Company declared a quarterly dividend of [removed: 70] [added: 72] cents per share.

[Table of [removed: Contents](#ie194576fbf7048efb201674f596620b9_7)] [added: Contents](#iac68561a60874beab18642d5b53f0074_7)] [Index to Financial [removed: Statements](#ie194576fbf7048efb201674f596620b9_343)][added: Statements](#iac68561a60874beab18642d5b53f0074_346)]

| [The Southern Company and Subsidiary [removed: Companies:](#ie194576fbf7048efb201674f596620b9_349)] [added: Companies:](#iac68561a60874beab18642d5b53f0074_352)] | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ie194576fbf7048efb201674f596620b9_352)] [added: Firm](#iac68561a60874beab18642d5b53f0074_355)] | | | [removed: II-[73](#ie194576fbf7048efb201674f596620b9_352)] [added: II-[68](#iac68561a60874beab18642d5b53f0074_355)] | | |

| [Consolidated Statements of Income for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_355) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_358) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_355)] [added: 2022](#iac68561a60874beab18642d5b53f0074_358)] | | | [removed: II-[75](#ie194576fbf7048efb201674f596620b9_355)] [added: II-[70](#iac68561a60874beab18642d5b53f0074_358)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_358) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_361) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_358)] [added: 2022](#iac68561a60874beab18642d5b53f0074_361)] | | | [removed: II-[76](#ie194576fbf7048efb201674f596620b9_358)] [added: II-[71](#iac68561a60874beab18642d5b53f0074_361)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_361) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_364) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_361)] [added: 2022](#iac68561a60874beab18642d5b53f0074_364)] | | | [removed: II-[77](#ie194576fbf7048efb201674f596620b9_361)] [added: II-[72](#iac68561a60874beab18642d5b53f0074_364)] | | |

| [Consolidated Balance Sheets at December [removed: 31,](#ie194576fbf7048efb201674f596620b9_364) [2023] [added: 31,](#iac68561a60874beab18642d5b53f0074_367) [2024] and [removed: 2022](#ie194576fbf7048efb201674f596620b9_364)] [added: 2023](#iac68561a60874beab18642d5b53f0074_367)] | | | [removed: II-[78](#ie194576fbf7048efb201674f596620b9_364)] [added: II-[73](#iac68561a60874beab18642d5b53f0074_367)] | | |

| [Consolidated Statements of Stockholders' Equity for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_367) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_370) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_367)] [added: 2022](#iac68561a60874beab18642d5b53f0074_370)] | | | [removed: II-[80](#ie194576fbf7048efb201674f596620b9_367)] [added: II-[75](#iac68561a60874beab18642d5b53f0074_370)] | | |

| [removed: [Alabama Power:](#ie194576fbf7048efb201674f596620b9_370)] [added: Alabama Power] | | | [added: l] | | | [added: l | | | l | | | l | | | l | | | l | | | l | | | l | | | l | | | l | | | l | | | l | | | l | | | l | | | l | | | l | | |]

| [Report of Independent Registered Public Accounting [removed: Firm](#ie194576fbf7048efb201674f596620b9_373)] [added: Firm](#iac68561a60874beab18642d5b53f0074_376)] | | | [removed: II-[81](#ie194576fbf7048efb201674f596620b9_373)] [added: II-[76](#iac68561a60874beab18642d5b53f0074_376)] | | |

| [Statements of Income for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_376) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_379) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_376)] [added: 2022](#iac68561a60874beab18642d5b53f0074_379)] | | | [removed: II-[83](#ie194576fbf7048efb201674f596620b9_376)] [added: II-[78](#iac68561a60874beab18642d5b53f0074_379)] | | |

| [Statements of Comprehensive Income for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_379) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_382) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_379)] [added: 2022](#iac68561a60874beab18642d5b53f0074_382)] | | | [removed: II-[83](#ie194576fbf7048efb201674f596620b9_379)] [added: II-[78](#iac68561a60874beab18642d5b53f0074_382)] | | |

| [Statements of Cash Flows for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_382) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_385) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_382)] [added: 2022](#iac68561a60874beab18642d5b53f0074_385)] | | | [removed: II-[84](#ie194576fbf7048efb201674f596620b9_382)] [added: II-[79](#iac68561a60874beab18642d5b53f0074_385)] | | |

| [Balance Sheets at December [removed: 31,](#ie194576fbf7048efb201674f596620b9_385) [2023] [added: 31,](#iac68561a60874beab18642d5b53f0074_388) [2024] and [removed: 2022](#ie194576fbf7048efb201674f596620b9_385)] [added: 2023](#iac68561a60874beab18642d5b53f0074_388)] | | | [removed: II-[85](#ie194576fbf7048efb201674f596620b9_385)] [added: II-[80](#iac68561a60874beab18642d5b53f0074_388)] | | |

| [Statements of Common Stockholder's Equity for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_388) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_391) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_388)] [added: 2022](#iac68561a60874beab18642d5b53f0074_391)] | | | [removed: II-[87](#ie194576fbf7048efb201674f596620b9_388)] [added: II-[82](#iac68561a60874beab18642d5b53f0074_391)] | | |

| [removed: [Georgia Power:](#ie194576fbf7048efb201674f596620b9_391)] [added: Georgia Power] | | | [added: l] | | | [added: l | | | l | | | l | | | l | | | l | | | l | | | l | | | l | | | l | | | l | | | l | | | l | | | l | | | | | | l | | |]

| [Report of Independent Registered Public Accounting [removed: Firm](#ie194576fbf7048efb201674f596620b9_394)] [added: Firm](#iac68561a60874beab18642d5b53f0074_397)] | | | [removed: II-[88](#ie194576fbf7048efb201674f596620b9_394)] [added: II-[83](#iac68561a60874beab18642d5b53f0074_397)] | | |

| [Statements of Income for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_397) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_400) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_397)] [added: 2022](#iac68561a60874beab18642d5b53f0074_400)] | | | [removed: II-[90](#ie194576fbf7048efb201674f596620b9_397)] [added: II-[85](#iac68561a60874beab18642d5b53f0074_400)] | | |

| [Statements of Comprehensive Income for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_400) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_403) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_400)] [added: 2022](#iac68561a60874beab18642d5b53f0074_403)] | | | [removed: II-[90](#ie194576fbf7048efb201674f596620b9_400)] [added: II-[85](#iac68561a60874beab18642d5b53f0074_403)] | | |

| [Statements of Cash Flows for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_403) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_406) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_403)] [added: 2022](#iac68561a60874beab18642d5b53f0074_406)] | | | [removed: II-[91](#ie194576fbf7048efb201674f596620b9_403)] [added: II-[86](#iac68561a60874beab18642d5b53f0074_406)] | | |

| [Balance Sheets at December [removed: 31,](#ie194576fbf7048efb201674f596620b9_406) [2023] [added: 31,](#iac68561a60874beab18642d5b53f0074_409) [2024] and [removed: 2022](#ie194576fbf7048efb201674f596620b9_406)] [added: 2023](#iac68561a60874beab18642d5b53f0074_409)] | | | [removed: II-[92](#ie194576fbf7048efb201674f596620b9_406)] [added: II-[87](#iac68561a60874beab18642d5b53f0074_409)] | | |

| [Statements of Common Stockholder's Equity for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_409) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_412) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_409)] [added: 2022](#iac68561a60874beab18642d5b53f0074_412)] | | | [removed: II-[94](#ie194576fbf7048efb201674f596620b9_409)] [added: II-[89](#iac68561a60874beab18642d5b53f0074_412)] | | |

| [removed: [Mississippi Power:](#ie194576fbf7048efb201674f596620b9_412)] [added: Mississippi Power] | | | [added: l] | | | [added: l | | | l | | | l | | | l | | | l | | | | | | l | | | l | | | l | | | l | | | l | | | l | | | l | | | l | | | l | | |]

| [Report of Independent Registered Public Accounting [removed: Firm](#ie194576fbf7048efb201674f596620b9_415)] [added: Firm](#iac68561a60874beab18642d5b53f0074_418)] | | | [removed: II-[95](#ie194576fbf7048efb201674f596620b9_415)] [added: II-[90](#iac68561a60874beab18642d5b53f0074_418)] | | |

| [Statements of Income for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_418) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_421) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_418)] [added: 2022](#iac68561a60874beab18642d5b53f0074_421)] | | | [removed: II-[97](#ie194576fbf7048efb201674f596620b9_418)] [added: II-[92](#iac68561a60874beab18642d5b53f0074_421)] | | |

| [Statements of Comprehensive Income for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_421) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_424) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_421)] [added: 2022](#iac68561a60874beab18642d5b53f0074_424)] | | | [removed: II-[97](#ie194576fbf7048efb201674f596620b9_421)] [added: II-[92](#iac68561a60874beab18642d5b53f0074_424)] | | |

| [Statements of Cash Flows for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_424) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_427) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_424)] [added: 2022](#iac68561a60874beab18642d5b53f0074_427)] | | | [removed: II-[98](#ie194576fbf7048efb201674f596620b9_424)] [added: II-[93](#iac68561a60874beab18642d5b53f0074_427)] | | |

| [Balance Sheets at December [removed: 31,](#ie194576fbf7048efb201674f596620b9_427) [2023] [added: 31,](#iac68561a60874beab18642d5b53f0074_430) [2024] and [removed: 2022](#ie194576fbf7048efb201674f596620b9_427)] [added: 2023](#iac68561a60874beab18642d5b53f0074_430)] | | | [removed: II-[99](#ie194576fbf7048efb201674f596620b9_427)] [added: II-[94](#iac68561a60874beab18642d5b53f0074_430)] | | |

| [Statements of Common Stockholder's Equity for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_430) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_433) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_430)] [added: 2022](#iac68561a60874beab18642d5b53f0074_433)] | | | [removed: II-[101](#ie194576fbf7048efb201674f596620b9_430)] [added: II-[96](#iac68561a60874beab18642d5b53f0074_433)] | | |

| [Southern Power and Subsidiary [removed: Companies:](#ie194576fbf7048efb201674f596620b9_433)] [added: Companies:](#iac68561a60874beab18642d5b53f0074_436)] | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ie194576fbf7048efb201674f596620b9_436)] [added: Firm](#iac68561a60874beab18642d5b53f0074_439)] | | | [removed: II-[102](#ie194576fbf7048efb201674f596620b9_436)] [added: II-[97](#iac68561a60874beab18642d5b53f0074_439)] | | |

| [Consolidated Statements of Income for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_439) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_442) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_439)] [added: 2022](#iac68561a60874beab18642d5b53f0074_442)] | | | [removed: II-[104](#ie194576fbf7048efb201674f596620b9_439)] [added: II-[99](#iac68561a60874beab18642d5b53f0074_442)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_442) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_445) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_442)] [added: 2022](#iac68561a60874beab18642d5b53f0074_445)] | | | [removed: II-[105](#ie194576fbf7048efb201674f596620b9_442)] [added: II-[100](#iac68561a60874beab18642d5b53f0074_445)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_445) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_448) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_445)] [added: 2022](#iac68561a60874beab18642d5b53f0074_448)] | | | [removed: II-[106](#ie194576fbf7048efb201674f596620b9_445)] [added: II-[101](#iac68561a60874beab18642d5b53f0074_448)] | | |

| [Consolidated Balance Sheets at December [removed: 31,](#ie194576fbf7048efb201674f596620b9_448) [2023] [added: 31,](#iac68561a60874beab18642d5b53f0074_451) [2024] and [removed: 2022](#ie194576fbf7048efb201674f596620b9_448)] [added: 2023](#iac68561a60874beab18642d5b53f0074_451)] | | | [removed: II-[107](#ie194576fbf7048efb201674f596620b9_448)] [added: II-[102](#iac68561a60874beab18642d5b53f0074_451)] | | |

| [Consolidated Statements of Stockholders' Equity for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_451) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_454) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_451)] [added: 2022](#iac68561a60874beab18642d5b53f0074_454)] | | | [removed: II-[109](#ie194576fbf7048efb201674f596620b9_451)] [added: II-[104](#iac68561a60874beab18642d5b53f0074_454)] | | |

| [Southern Company Gas and Subsidiary [removed: Companies:](#ie194576fbf7048efb201674f596620b9_454)] [added: Companies:](#iac68561a60874beab18642d5b53f0074_457)] | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ie194576fbf7048efb201674f596620b9_457)] [added: Firm](#iac68561a60874beab18642d5b53f0074_460)] | | | [removed: II-[110](#ie194576fbf7048efb201674f596620b9_457)] [added: II-[105](#iac68561a60874beab18642d5b53f0074_460)] | | |

| [Consolidated Statements of Income for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_460) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_463) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_460)] [added: 2022](#iac68561a60874beab18642d5b53f0074_463)] | | | [removed: II-[114](#ie194576fbf7048efb201674f596620b9_460)] [added: II-[109](#iac68561a60874beab18642d5b53f0074_463)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_463) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_466) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_463)] [added: 2022](#iac68561a60874beab18642d5b53f0074_466)] | | | [removed: II-[114](#ie194576fbf7048efb201674f596620b9_463)] [added: II-[109](#iac68561a60874beab18642d5b53f0074_466)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 31,](#ie194576fbf7048efb201674f596620b9_466) [2023, 2022,] [added: 31,](#iac68561a60874beab18642d5b53f0074_469) [2024, 2023,] and [removed: 2021](#ie194576fbf7048efb201674f596620b9_466)] [added: 2022](#iac68561a60874beab18642d5b53f0074_469)] | | | [removed: II-[115](#ie194576fbf7048efb201674f596620b9_466)] [added: II-[110](#iac68561a60874beab18642d5b53f0074_469)] | | |

II-67

II-68

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

II-69

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

II-70

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

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

II-71

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

For the Years Ended December 31, 2024, 2023, and 2022

| Storm damage cost recovery – long-term | | | (631) | | | | | | — | | | | | | — | | |

| \-Accrued taxes | | | 206 | | | | | | 23 | | | | | | 51 | | |

| Income taxes, net (excludes credit transfers) | | | 176 | | | | | | 132 | | | | | | 146 | | |

| Issuance of common stock under dividend reinvestment plan | | | 179 | | | | | | — | | | | | | — | | |

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

For the Years Ended December 31, 2024, 2023, and 2022

| Consolidated net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,401 | | | | | | — | | | | | | | | | | | | (141) | | | | | | 4,260 | | |

| Dividends of $2.8600 per share | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,133) | | | | | | — | | | | | | | | | | | | — | | | | | | (3,133) | | |

| Balance at December 31, 2024 | | | 1,098 | | | | | | (1) | | | | | | $ | 5,446 | | | | | $ | 14,149 | | | | | $ | (59) | | | | | $ | 13,750 | | | | | $ | (78) | | | | | | | | | | | $ | 3,466 | | | | | $ | 36,674 | |

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

For the Years Ended December 31, 2024, 2023, and 2022

For the Years Ended December 31, 2024, 2023, and 2022

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

For the Years Ended December 31, 2024, 2023, and 2022

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

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

| Other utility plant, net | | | 410 | | | | | | 499 | | |

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

At December 31, 2024 and 2023

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

For the Years Ended December 31, 2024, 2023, and 2022

| Balance at December 31, 2024 | | | 31 | | | | | | $ | 1,222 | | | | | $ | 7,657 | | | | | $ | 4,214 | | | | | $ | (5) | | | | | $ | 13,088 | |

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

We also tested the effectiveness of management's controls over the initial recognition of certain regulatory assets or liabilities.

| | | | | | |

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

February 14, 2024

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

| Contributions of wind turbine equipment | | | — | | | | | | — | | | | | | 82 | | |

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

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

| Balance at December 31, 2020 | | | 1,058 | | | | | | (1) | | | | | | $ | 5,268 | | | | | $ | 11,834 | | | | | $ | (46) | | | | | $ | 11,311 | | | | | $ | (395) | | | | | | | | | | | $ | 4,262 | | | | | $ | 32,234 | |

| Cash dividends of $2.7800 per share | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,035) | | | | | | — | | | | | | | | | | | | — | | | | | | (3,035) | | |

| Balance at December 31, 2020 | | | 31 | | | | | | $ | 1,222 | | | | | $ | 5,413 | | | | | $ | 3,194 | | | | | $ | (19) | | | | | $ | 9,810 | |

| Other, net | | | (82) | | | | | | 81 | | | | | | 53 | | |

| \-Customer refunds | | | (117) | | | | | | 113 | | | | | | 1 | | |

| FFB loan | | | (86) | | | | | | (88) | | | | | | (96) | | |

| Balance at December 31, 2020 | | | 9 | | | | | | $ | 398 | | | | | $ | 12,361 | | | | | $ | 3,789 | | | | | $ | (47) | | | | | $ | 16,501 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 584 | | | | | | — | | | | | | 584 | | |

| Other, net | | | (5) | | | | | | 21 | | | | | | (21) | | |

| \-Retail fuel cost over recovery | | | 27 | | | | | | — | | | | | | (24) | | |

| Redemptions — | | | | | | | | | | | | | | | | | |

| Revenue bonds | | | — | | | | | | — | | | | | | (320) | | |

| Other | | | 73 | | | | | | 106 | | |

| Balance at December 31, 2020 | | | 1 | | | | | | $ | 38 | | | | | $ | 4,460 | | | | | $ | (2,754) | | | | | $ | (2) | | | | | $ | 1,742 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 159 | | | | | | — | | | | | | 159 | | |

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

| Amortization of investment tax credits | | | (58) | | | | | | (58) | | | | | | (58) | | |

| Other, net | | | 28 | | | | | | 18 | | | | | | (1) | | |

| Proceeds — Senior notes | | | — | | | | | | — | | | | | | 400 | | |

| Return of capital to parent company | | | — | | | | | | — | | | | | | (271) | | |

| Other | | | 54 | | | | | | 70 | | |

| Other | | | 91 | | | | | | 67 | | |

| Balance at December 31, 2020 | | | — | | | | | | $ | — | | | | | $ | 914 | | | | | $ | 1,522 | | | | | $ | (67) | | | | | $ | 2,369 | | | | | $ | 4,262 | | | | | $ | 6,631 | |

| Return of capital to parent company | | | — | | | | | | — | | | | | | (271) | | | | | | — | | | | | | — | | | | | | (271) | | | | | | — | | | | | | (271) | | |

| Other | | | — | | | | | | — | | | | | | (15) | | | | | | 1 | | | | | | — | | | | | | (14) | | | | | | — | | | | | | (14) | | |

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | 357 | | | | | | — | | | | | | 357 | | | | | | (127) | | | | | | 230 | | |

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

February 6, 2024

| Impairment charges | | | | | | — | | | | | | 131 | | | | | | — | | |

| Reclassification adjustment for amounts included in net income, net of tax of $—, $—, and $—, respectively | | | | | | (1) | | | | | | — | | | | | | — | | |

| Impairment charges | | | | | | — | | | | | | 131 | | | | | | 84 | | |

| Mark-to-market adjustments | | | | | | (7) | | | | | | 12 | | | | | | 194 | | |

| Other, net | | | | | | (60) | | | | | | (32) | | | | | | (30) | | |

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: 2023] [added: 2024] 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](#iac68561a60874beab18642d5b53f0074_736) | | | II-[250](#iac68561a60874beab18642d5b53f0074_736) | | |

| [Alabama Power](#iac68561a60874beab18642d5b53f0074_739) | | | II-[251](#iac68561a60874beab18642d5b53f0074_739) | | |

| [Georgia Power](#iac68561a60874beab18642d5b53f0074_742) | | | II-[252](#iac68561a60874beab18642d5b53f0074_742) | | |

| [Mississippi Power](#iac68561a60874beab18642d5b53f0074_745) | | | II-[253](#iac68561a60874beab18642d5b53f0074_745) | | |

| [Southern Power](#iac68561a60874beab18642d5b53f0074_748) | | | II-[254](#iac68561a60874beab18642d5b53f0074_748) | | |

| [Southern Company Gas](#iac68561a60874beab18642d5b53f0074_751) | | | II-[255](#iac68561a60874beab18642d5b53f0074_751) | | |

| [Southern Company](#ie194576fbf7048efb201674f596620b9_727) | | | II-[256](#ie194576fbf7048efb201674f596620b9_727) | | |

| [Alabama Power](#ie194576fbf7048efb201674f596620b9_730) | | | II-[257](#ie194576fbf7048efb201674f596620b9_730) | | |

| [Georgia Power](#ie194576fbf7048efb201674f596620b9_733) | | | II-[258](#ie194576fbf7048efb201674f596620b9_733) | | |

| [Mississippi Power](#ie194576fbf7048efb201674f596620b9_736) | | | II-[259](#ie194576fbf7048efb201674f596620b9_736) | | |

| [Southern Power](#ie194576fbf7048efb201674f596620b9_739) | | | II-[260](#ie194576fbf7048efb201674f596620b9_739) | | |

| [Southern Company Gas](#ie194576fbf7048efb201674f596620b9_742) | | | II-[261](#ie194576fbf7048efb201674f596620b9_742) | | |

[removed: There were no adoptions, modifications, or terminations] [added: The following table reports information regarding the adoption] of "Rule 10b5-1 trading arrangements" or "non-Rule 10b5-1 trading arrangements," as defined in Item 408(a) of Regulation S-K, during the three months ended December 31, [removed: 2023 by the Registrants'] [added: 2024 for Southern Company's] directors and "officers," as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended.

There were no modifications or terminations of such trading arrangements during the three months ended December 31, 2024.

Unless otherwise indicated, each trading arrangement listed below is a "Rule 10b5-1 trading arrangement," provides for the sale of shares of Southern Company's common stock, commences no earlier than the expiration of the cooling-off period required by Rule 10b5-1(c)(1)(ii)(B)(1) under the Securities Exchange Act of 1934, as amended, and terminates upon the earlier of the "Expiration Date" listed below or the completion of all sales.

The Subsidiary Registrants had no reportable trading arrangements for the three months ended December 31, 2024.

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

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

| Name | | | Title | | | Date of Adoption | | | Expiration Date | | | Aggregate Number of Shares Covered | | |

| Kimberly S. Greene | | | Chairman, President, and Chief Executive Officer, Georgia Power | | | November 4, 2024 | | | March 3, 2026 | | | 45,348 | | |

| Stanley W. Connally, Jr. | | | Executive Vice President and Chief Operating Officer | | | November 12, 2024 | | | March 17, 2026 | | | 12,500 | | |

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[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

[Table of [removed: Contents](#ie194576fbf7048efb201674f596620b9_7)] [added: Contents](#iac68561a60874beab18642d5b53f0074_7)] [Index to Financial [removed: Statements](#ie194576fbf7048efb201674f596620b9_343)][added: Statements](#iac68561a60874beab18642d5b53f0074_346)]

Based on this evaluation, management concluded that Southern Company's internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

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: 2023,] [added: 2024,] which is included herein.

Executive Vice [removed: President and] [added: President,] Chief Financial [removed: Officer][added: Officer, and Treasurer]

Based on this evaluation, management concluded that Alabama Power's internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

Based on this evaluation, management concluded that Georgia Power's internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

Based on this evaluation, management concluded that Mississippi Power's internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

Based on this evaluation, management concluded that Southern Power's internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

Based on this evaluation, management concluded that Southern Company Gas' internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

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: 2024] [added: 2025] Annual Meeting of Stockholders.

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February 19, 2025

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[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

February 19, 2025

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February 19, 2025

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[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

February 19, 2025

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February 19, 2025

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[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

February 19, 2025

[Table of Contents](#iac68561a60874beab18642d5b53f0074_7) [Index to Financial Statements](#iac68561a60874beab18642d5b53f0074_346)

February 14, 2024

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II-257

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The Code of Ethics is also available free of charge in print to any shareholder by requesting a copy from [removed: Myra C.][added: Laura O.]

[removed: Bierria,] [added: Hewett,] Corporate Secretary, Southern Company, 30 Ivan Allen Jr. Boulevard NW, Atlanta, Georgia 30308.

[Table of [removed: Contents](#ie194576fbf7048efb201674f596620b9_7)] [added: Contents](#iac68561a60874beab18642d5b53f0074_7)] [Index to Financial [removed: Statements](#ie194576fbf7048efb201674f596620b9_343)][added: Statements](#iac68561a60874beab18642d5b53f0074_346)]

Insider Trading Policies and Procedures

Each of the Registrants has adopted a Prohibition of Securities Trading Policy governing, among other items, the purchase, sale, and/or other dispositions of such Registrant's securities by directors, officers, and employees.

Each Prohibition of Securities Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to such Registrant.

The Prohibition of Securities Trading Policies do not address transactions in the Registrants' securities by the Registrants themselves; however, pursuant to the Code of Ethics, which, among other items, requires each Registrant to comply with all laws and regulations, it is the policy of each Registrant to comply with applicable securities laws and regulations with respect to any such transactions.

Copies of the Prohibition of Securities Trading Policy for each Registrant are filed as Exhibits 19(a)-(f) to this Annual Report on Form 10-K.

The following represents fees billed to the Subsidiary Registrants in [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] by Deloitte & Touche LLP, each company's principal public accountant:

| Audit Fees [removed: (1)] [added: (a)] | | | $ | [removed: 3,830] [added: 3,663] | | | | | $ | [removed: 2,860] [added: 3,830] | |

| Audit-Related Fees [removed: (2)] [added: (b)] | | | [removed: 126] [added: 128] | | | | | | [removed: 160] [added: 126] | | |

| All Other Fees [removed: (3)] [added: (c)] | | | [removed: 139] [added: 46] | | | | | | [removed: 165] [added: 139] | | |

| Total | | | $ | [removed: 4,095] [added: 3,837] | | | | | $ | [removed: 3,185] [added: 4,095] | |

| Audit Fees [removed: (1)] [added: (a)] | | | $ | [removed: 5,611] [added: 6,216] | | | | | $ | [removed: 3,973] [added: 5,611] | |

| Audit-Related Fees [removed: (4)] [added: (b)] | | | [removed: 162] [added: 196] | | | | | | [removed: 307] [added: 162] | | |