Item 1. Financial Statements (Unaudited).

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Item 1. Financial Statements (Unaudited).


			Page
The Southern Company and Subsidiary Companies:
Condensed Consolidated Statements of Income			10
Condensed Consolidated Statements of Comprehensive Income			11
Condensed Consolidated Statements of Cash Flows			12
Condensed Consolidated Balance Sheets			13
Condensed Consolidated Statements of Stockholders' Equity			15

Alabama Power Company:
Condensed Statements of Income and Comprehensive Income			16

Condensed Statements of Cash Flows			17
Condensed Balance Sheets			18
Condensed Statements of Common Stockholder's Equity			20

Georgia Power Company:
Condensed Statements of Income			21
Condensed Statements of Comprehensive Income			21
Condensed Statements of Cash Flows			22
Condensed Balance Sheets			23
Condensed Statements of Common Stockholder's Equity			25

Mississippi Power Company:
Condensed Statements of Income			26
C ondensed Stateme nts of Comprehens ive Income			26
Condensed Statements of Cash Flows			27
Condensed Balance Sheets			28
Condensed Statements of Common Stockholder's Equity			30

Southern Power Company and Subsidiary Companies:
Condensed Consolidated Statements of Income			31
Condensed Consolidated Statements of Comprehensive Income			31
Condensed Consolidated Statements of Cash Flows			32
Condensed Consolidated Balance Sheets			33
Condensed Consolidated Statements of Stockholders' Equity			35

Southern Company Gas and Subsidiary Companies:
Condensed Consolidated Statements of Income			36
Condensed Consolidated Statements of Comprehensive Income			36
Condensed Consolidated Statements of Cash Flows			37
Condensed Consolidated Balance Sheets			38
Condensed Consolidated Statements of Stockholder's Equity			40

Combined Notes to the Condensed Financial Statements			41

Table of Contents Index to Financial Statements

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


	For the Three Months Ended March 31,
		2024		2023
	(in millions)
Operating Revenues:
Retail electric revenues		$	3,941	$	3,599
Wholesale electric revenues		571		599
Other electric revenues		199		190
Natural gas revenues (includes alternative revenue programs of $34 and $12, respectively)		1,707		1,875
Other revenues		228		217
Total operating revenues		6,646		6,480
Operating Expenses:
Fuel		996		1,050
Purchased power		198		242
Cost of natural gas		605		898
Cost of other sales		131		127
Other operations and maintenance		1,472		1,440
Depreciation and amortization		1,145		1,111
Taxes other than income taxes		396		394




Total operating expenses		4,943		5,262
Operating Income		1,703		1,218
Other Income and (Expense):
Allowance for equity funds used during construction		58		65
Earnings from equity method investments		45		48
Interest expense, net of amounts capitalized		(665)		(582)

Other income (expense), net		153		147
Total other income and (expense)		(409)		(322)
Earnings Before Income Taxes		1,294		896
Income taxes		223		97
Consolidated Net Income		1,071		799


Net loss attributable to noncontrolling interests		(58)		(63)
Consolidated Net Income Attributable to Southern Company		$	1,129	$	862
Common Stock Data:
Earnings per share -
Basic		$	1.03	$	0.79
Diluted		$	1.03	$	0.79
Average number of shares of common stock outstanding (in millions)
Basic		1,094		1,091
Diluted		1,100		1,098

The accompanying notes as they relate to Southern Company are an integral part of these condensed consolidated financial statements.

Table of Contents Index to Financial Statements

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	For the Three Months Ended March 31,
		2024		2023
	(in millions)
Consolidated Net Income		$	1,071	$	799
Other comprehensive income (loss):
Qualifying hedges:
Changes in fair value, net of tax of $— and $(23), respectively		1		(63)
Reclassification adjustment for amounts included in net income, net of tax of $12 and $7, respectively		32		19
Pension and other postretirement benefit plans:
Benefit plan net gain (loss), net of tax of $1 and $—, respectively		4		—

Total other comprehensive income (loss)		37		(44)
Comprehensive Income		1,108		755


Comprehensive loss attributable to noncontrolling interests		(58)		(63)
Consolidated Comprehensive Income Attributable to Southern Company		$	1,166	$	818

The accompanying notes as they relate to Southern Company are an integral part of these condensed consolidated financial statements.

Table of Contents Index to Financial Statements

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	For the Three Months Ended March 31,
	2024		2023
	(in millions)
Operating Activities:
Consolidated net income	$	1,071	$	799
Adjustments to reconcile consolidated net income to net cash provided from operating activities —
Depreciation and amortization, total	1,261		1,233


Allowance for equity funds used during construction	(58)		(65)

Pension, postretirement, and other employee benefits	(129)		(126)
Settlement of asset retirement obligations	(132)		(113)
Stock based compensation expense	83		92









Retail fuel cost under recovery – long-term	—		454
Other, net	76		51
Changes in certain current assets and liabilities —
-Receivables	52		790
-Retail fuel cost under recovery	257		(470)
-Prepayments	(83)		(100)
-Fossil fuel for generation	(52)		(203)
-Materials and supplies	(75)		(98)
-Natural gas for sale, net of temporary LIFO liquidation	237		267
-Natural gas cost under recovery	—		108
-Other current assets	(27)		34
-Accounts payable	(423)		(1,056)
-Accrued taxes	(226)		(237)
-Accrued compensation	(488)		(478)
-Accrued interest	(70)		(127)


-Customer refunds	(1)		(103)
-Natural gas cost over recovery	(65)		117
-Other current liabilities	103		75
Net cash provided from operating activities	1,311		844
Investing Activities:


Property additions	(1,770)		(1,850)


Nuclear decommissioning trust fund purchases	(404)		(256)
Nuclear decommissioning trust fund sales	403		251
Proceeds from dispositions	—		103
Cost of removal, net of salvage	(138)		(135)
Change in construction payables, net	(365)		(140)


Other investing activities	(111)		(91)
Net cash used for investing activities	(2,385)		(2,118)
Financing Activities:
Increase in notes payable, net	236		187
Proceeds —
Long-term debt	2,359		1,979

Short-term borrowings	450		100
Common stock	28		15

Redemptions and repurchases —
Long-term debt	(656)		(575)



Short-term borrowings	(550)		(400)
Capital contributions from noncontrolling interests	9		21
Distributions to noncontrolling interests	(34)		(48)

Payment of common stock dividends	(733)		(742)

Other financing activities	(124)		(83)
Net cash provided from financing activities	985		454
Net Change in Cash, Cash Equivalents, and Restricted Cash	(89)		(820)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	921		2,037
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	832	$	1,217
Supplemental Cash Flow Information:
Cash paid (received) during the period for —
Interest (net of $28 and $32 capitalized for 2024 and 2023, respectively)	$	714	$	652
Income taxes, net	(9)		(9)
Noncash transactions —
Accrued property additions at end of period	580		833




Right-of-use assets obtained under operating leases	14		26
Right-of-use assets obtained under finance leases	—		1


Issuance of common stock under dividend reinvestment plan	33		—

The accompanying notes as they relate to Southern Company are an integral part of these condensed consolidated financial statements.

Table of Contents Index to Financial Statements

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


Assets	At March 31, 2024		At December 31, 2023
	(in millions)
Current Assets:
Cash and cash equivalents	$	713	$	748

Receivables —
Customer accounts	2,191		2,030

Unbilled revenues	620		786
Under recovered fuel clause revenues	701		696

Other accounts and notes	512		519
Accumulated provision for uncollectible accounts	(78)		(68)
Materials and supplies	2,063		1,989
Fossil fuel for generation	995		943
Natural gas for sale	210		420

Prepaid expenses	474		406


Regulatory assets – asset retirement obligations	313		274


Other regulatory assets	1,066		1,120
Other current assets	763		569
Total current assets	10,543		10,432
Property, Plant, and Equipment:
In service	129,228		128,428
Less: Accumulated depreciation	38,347		37,725
Plant in service, net of depreciation	90,881		90,703
Other utility plant, net	483		499
Nuclear fuel, at amortized cost	881		858
Construction work in progress	8,225		7,784
Total property, plant, and equipment	100,470		99,844
Other Property and Investments:
Goodwill	5,161		5,161
Nuclear decommissioning trusts, at fair value	2,512		2,424
Equity investments in unconsolidated subsidiaries	1,395		1,368
Other intangible assets, net of amortization of $385 and $376, respectively	359		368

Miscellaneous property and investments	673		665
Total other property and investments	10,100		9,986
Deferred Charges and Other Assets:
Operating lease right-of-use assets, net of amortization	1,400		1,432
Deferred charges related to income taxes	888		886
Prepaid pension costs	2,184		2,079

Unamortized loss on reacquired debt	216		220
Deferred under recovered fuel clause revenues	1,044		1,261
Regulatory assets – asset retirement obligations, deferred	5,379		5,459
Other regulatory assets, deferred	6,318		6,264


Other deferred charges and assets	1,578		1,468
Total deferred charges and other assets	19,007		19,069
Total Assets	$	140,120	$	139,331

The accompanying notes as they relate to Southern Company are an integral part of these condensed consolidated financial statements.

Table of Contents Index to Financial Statements

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


Liabilities and Stockholders' Equity	At March 31, 2024		At December 31, 2023
	(in millions)
Current Liabilities:
Securities due within one year	$	1,964	$	2,476

Notes payable	2,445		2,314

Accounts payable	2,154		2,898
Customer deposits	456		503
Accrued taxes —
Accrued income taxes	76		8

Other accrued taxes	503		860
Accrued interest	583		652

Accrued compensation	618		1,151
Asset retirement obligations	749		744
Liabilities from risk management activities, net of collateral	299		294




Operating lease obligations	184		183
Natural gas cost over recovery	150		214
Other regulatory liabilities	169		141
Other current liabilities	1,108		1,029
Total current liabilities	11,458		13,467
Long-term Debt	59,361		57,210
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	11,195		10,990
Deferred credits related to income taxes	4,607		4,674
Accumulated deferred ITCs	2,046		2,067
Employee benefit obligations	1,096		1,115
Operating lease obligations, deferred	1,292		1,307
Asset retirement obligations, deferred	9,657		9,573


Other cost of removal obligations	1,989		1,957
Other regulatory liabilities, deferred	731		715

Other deferred credits and liabilities	1,074		1,031
Total deferred credits and other liabilities	33,687		33,429
Total Liabilities	104,506		104,106



















Total Stockholders' Equity (See accompanying statements)	35,614		35,225
Total Liabilities and Stockholders' Equity	$	140,120	$	139,331

The accompanying notes as they relate to Southern Company are an integral part of these condensed consolidated financial statements.

Table of Contents Index to Financial Statements

SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)


	Southern Company Common Stockholders' Equity
	Number of Common Shares		Common Stock								Accumulated Other Comprehensive Income (Loss)
	Issued	Treasury	Par Value		Paid-In Capital		Treasury		Retained Earnings				Noncontrolling Interests	Total
	(in millions)
Balance at December 31, 2022	1,090	(1)	$	5,417	$	13,673	$	(53)	$	11,538	$	(167)		$	4,124	$	34,532
Consolidated net income (loss)	—	—	—		—		—		862		—			(63)		799
Other comprehensive income (loss)	—	—	—		—		—		—		(44)			—		(44)
Stock issued	2	—	4		11		—		—		—			—		15
Stock-based compensation	—	—	—		29		—		—		—			—		29

Cash dividends of $0.68 per share	—	—	—		—		—		(742)		—			—		(742)

Capital contributions from noncontrolling interests	—	—	—		—		—		—		—			21		21
Distributions to noncontrolling interests	—	—	—		—		—		—		—			(48)		(48)



Other	—	—	—		2		(2)		—		—			—		—
Balance at March 31, 2023	1,092	(1)	$	5,421	$	13,715	$	(55)	$	11,658	$	(211)		$	4,034	$	34,562






Balance at December 31, 2023	1,092	(1)	$	5,423	$	13,775	$	(59)	$	12,482	$	(177)	$	3,781	$	35,225
Consolidated net income (loss)	—	—	—		—		—		1,129		—		(58)		1,071
Other comprehensive income	—	—	—		—		—		—		37		—		37
Stock issued	3	—	8		53		—		—		—		—		61
Stock-based compensation	—	—	—		8		—		—		—		—		8

Dividends of $0.70 per share	—	—	—		—		—		(766)		—		—		(766)

Capital contributions from noncontrolling interests	—	—	—		—		—		—		—		9		9
Distributions to noncontrolling interests	—	—	—		—		—		—		—		(38)		(38)



Other	—	—	—		10		(2)		(1)		—		—		7
Balance at March 31, 2024	1,095	(1)	$	5,431	$	13,846	$	(61)	$	12,844	$	(140)	$	3,694	$	35,614

The accompanying notes as they relate to Southern Company are an integral part of these condensed consolidated financial statements.

Table of Contents Index to Financial Statements

ALABAMA POWER COMPANY

CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)


	For the Three Months Ended March 31,
		2024		2023
	(in millions)
Operating Revenues:
Retail revenues		$	1,565	$	1,381
Wholesale revenues, non-affiliates		85		141
Wholesale revenues, affiliates		41		19
Other revenues		100		106
Total operating revenues		1,791		1,647
Operating Expenses:
Fuel		331		308
Purchased power, non-affiliates		52		101
Purchased power, affiliates		42		59
Other operations and maintenance		412		424
Depreciation and amortization		361		345
Taxes other than income taxes		120		115
Total operating expenses		1,318		1,352
Operating Income		473		295
Other Income and (Expense):
Allowance for equity funds used during construction		14		21
Interest expense, net of amounts capitalized		(110)		(103)
Other income (expense), net		41		40
Total other income and (expense)		(55)		(42)
Earnings Before Income Taxes		418		253
Income taxes (benefit)		85		(2)
Net Income and Comprehensive Income		$	333	$	255

The accompanying notes as they relate to Alabama Power are an integral part of these condensed financial statements.

Table of Contents Index to Financial Statements

ALABAMA POWER COMPANY

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


	For the Three Months Ended March 31,
	2024		2023
	(in millions)
Operating Activities:
Net income	$	333	$	255
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total	398		398
Deferred income taxes	(38)		(75)

Pension, postretirement, and other employee benefits	(53)		(51)
Settlement of asset retirement obligations	(53)		(52)

Retail fuel cost under recovery – long-term	—		100

Other, net	8		(3)
Changes in certain current assets and liabilities —
-Receivables	65		90
-Fossil fuel stock	(6)		(78)
-Prepayments	(94)		(89)

-Retail fuel cost under recovery	73		1
-Other current assets	(17)		(38)
-Accounts payable	(403)		(400)
-Accrued taxes	160		109
-Accrued compensation	(93)		(102)


-Other current liabilities	(32)		(35)
Net cash provided from operating activities	248		30
Investing Activities:
Property additions	(416)		(389)
Nuclear decommissioning trust fund purchases	(190)		(87)
Nuclear decommissioning trust fund sales	190		87
Cost of removal, net of salvage	(34)		(41)
Change in construction payables	(43)		(70)
Other investing activities	(3)		(9)
Net cash used for investing activities	(496)		(509)
Financing Activities:
Increase in notes payable, net	65		170




Proceeds — Other long-term debt	2		16





Redemptions — Revenue bonds	(21)		—

Capital contributions from parent company	425		325
Payment of common stock dividends	(295)		(285)
Other financing activities	(1)		(7)
Net cash provided from financing activities	175		219
Net Change in Cash, Cash Equivalents, and Restricted Cash	(73)		(260)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	409		687
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	336	$	427
Supplemental Cash Flow Information:
Cash paid during the period for —
Interest (net of $4 and $7 capitalized for 2024 and 2023, respectively)	$	144	$	138

Noncash transactions —
Accrued property additions at end of period	95		111

Right-of-use assets obtained under operating leases	7		13
Right-of-use assets obtained under finance leases	—		1

The accompanying notes as they relate to Alabama Power are an integral part of these condensed financial statements.

Table of Contents Index to Financial Statements

ALABAMA POWER COMPANY

CONDENSED BALANCE SHEETS (UNAUDITED)


Assets	At March 31, 2024		At December 31, 2023
	(in millions)
Current Assets:
Cash and cash equivalents	$	292	$	324
Receivables —
Customer accounts	544		513
Unbilled revenues	145		191


Affiliated	69		72
Other accounts and notes	68		109
Accumulated provision for uncollectible accounts	(18)		(16)
Fossil fuel stock	400		394
Materials and supplies	682		655

Prepaid expenses	149		62
Regulatory assets – under recovered retail fuel clause revenues	173		246
Other regulatory assets	382		385
Other current assets	100		142
Total current assets	2,986		3,077
Property, Plant, and Equipment:
In service	35,736		35,429
Less: Accumulated provision for depreciation	11,343		11,131
Plant in service, net of depreciation	24,393		24,298
Other utility plant, net	483		499
Nuclear fuel, at amortized cost	269		253
Construction work in progress	1,095		1,095
Total property, plant, and equipment	26,240		26,145
Other Property and Investments:
Nuclear decommissioning trusts, at fair value	1,327		1,261
Equity investments in unconsolidated subsidiaries	47		52
Miscellaneous property and investments	158		155
Total other property and investments	1,532		1,468
Deferred Charges and Other Assets:
Operating lease right-of-use assets, net of amortization	91		87
Deferred charges related to income taxes	264		262
Prepaid pension and other postretirement benefit costs	708		659

Regulatory assets – asset retirement obligations	1,767		1,810
Other regulatory assets, deferred	1,836		1,858
Other deferred charges and assets	418		414
Total deferred charges and other assets	5,084		5,090
Total Assets	$	35,842	$	35,780

The accompanying notes as they relate to Alabama Power are an integral part of these condensed financial statements.

Table of Contents Index to Financial Statements

ALABAMA POWER COMPANY

CONDENSED BALANCE SHEETS (UNAUDITED)


Liabilities and Stockholder's Equity	At March 31, 2024		At December 31, 2023
	(in millions)
Current Liabilities:
Securities due within one year	$	319	$	223
Notes payable	105		40
Accounts payable —
Affiliated	194		330
Other	326		630
Customer deposits	107		105


Accrued taxes	205		51
Accrued interest	85		122

Accrued compensation	134		222

Asset retirement obligations	351		346
Other regulatory liabilities	43		44
Other current liabilities	195		191
Total current liabilities	2,064		2,304
Long-term Debt	10,847		10,960
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	4,164		4,170
Deferred credits related to income taxes	1,475		1,506
Accumulated deferred ITCs	73		74
Employee benefit obligations	156		155
Operating lease obligations	83		81
Asset retirement obligations, deferred	3,793		3,812

Other regulatory liabilities, deferred	288		291

Other deferred credits and liabilities	102		94
Total deferred credits and other liabilities	10,134		10,183
Total Liabilities	23,045		23,447









Common Stockholder's Equity (See accompanying statements)	12,797		12,333
Total Liabilities and Stockholder's Equity	$	35,842	$	35,780

The accompanying notes as they relate to Alabama Power are an integral part of these condensed financial statements.

Table of Contents Index to Financial Statements

ALABAMA POWER COMPANY

CONDENSED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY (UNAUDITED)


	Number of Common Shares Issued	Common Stock		Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
	(in millions)
Balance at December 31, 2022	31	$	1,222	$	6,710	$	3,764	$	(9)	$	11,687
Net income	—	—		—		255		—		255

Capital contributions from parent company	—	—		330		—		—		330

Cash dividends on common stock	—	—		—		(285)		—		(285)

Balance at March 31, 2023	31	$	1,222	$	7,040	$	3,734	$	(9)	$	11,987
















Balance at December 31, 2023	31	$	1,222	$	7,125	$	3,993	$	(7)	$	12,333
Net income	—	—		—		333		—		333

Capital contributions from parent company	—	—		427		—		—		427

Cash dividends on common stock	—	—		—		(295)		—		(295)
Other	—	—		—		(1)		—		(1)
Balance at March 31, 2024	31	$	1,222	$	7,552	$	4,030	$	(7)	$	12,797

The accompanying notes as they relate to Alabama Power are an integral part of these condensed financial statements.

Table of Contents Index to Financial Statements

GEORGIA POWER COMPANY

CONDENSED STATEMENTS OF INCOME (UNAUDITED)


	For the Three Months Ended March 31,
		2024		2023
	(in millions)
Operating Revenues:
Retail revenues		$	2,155	$	1,981
Wholesale revenues		58		31

Other revenues		185		164
Total operating revenues		2,398		2,176
Operating Expenses:
Fuel		389		402
Purchased power, non-affiliates		140		123
Purchased power, affiliates		181		206
Other operations and maintenance		515		496
Depreciation and amortization		425		408
Taxes other than income taxes		147		131

Total operating expenses		1,797		1,766
Operating Income		601		410
Other Income and (Expense):
Allowance for equity funds used during construction		39		40
Interest expense, net of amounts capitalized		(173)		(146)
Other income (expense), net		49		45
Total other income and (expense)		(85)		(61)
Earnings Before Income Taxes		516		349
Income taxes		79		53
Net Income		$	437	$	296

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	For the Three Months Ended March 31,
		2024		2023
	(in millions)
Net Income		$	437	$	296
Other comprehensive income:
Qualifying hedges:
Changes in fair value, net of tax of $4 and $—, respectively		12		(1)
Reclassification adjustment for amounts included in net income, net of tax of $— and $—, respectively		1		1
Total other comprehensive income		13		—
Comprehensive Income		$	450	$	296

The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

Table of Contents Index to Financial Statements

GEORGIA POWER COMPANY

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


	For the Three Months Ended March 31,
	2024		2023
	(in millions)
Operating Activities:
Net income	$	437	$	296
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total	491		455
Deferred income taxes	31		57

Allowance for equity funds used during construction	(39)		(40)


Pension, postretirement, and other employee benefits	(68)		(64)

Settlement of asset retirement obligations	(70)		(54)

Retail fuel cost under recovery – long-term	—		354



Other, net	2		(32)
Changes in certain current assets and liabilities —
-Receivables	35		311
-Retail fuel cost under recovery	181		(447)
-Fossil fuel stock	(34)		(107)

-Materials and supplies	(36)		(46)

-Other current assets	14		6
-Accounts payable	(153)		(293)
-Accrued taxes	(281)		(266)
-Accrued compensation	(66)		(85)

-Customer refunds	(1)		(103)

-Other current liabilities	50		5
Net cash provided from (used for) operating activities	493		(53)
Investing Activities:
Property additions	(987)		(1,042)
Nuclear decommissioning trust fund purchases	(214)		(169)
Nuclear decommissioning trust fund sales	213		164
Cost of removal, net of salvage	(79)		(64)
Change in construction payables, net of joint owner portion	(282)		(27)
Payments pursuant to LTSAs	(59)		(3)

Proceeds from dispositions	—		56

Other investing activities	(9)		(32)
Net cash used for investing activities	(1,417)		(1,117)
Financing Activities:
Increase (decrease) in notes payable, net	(546)		465
Proceeds —
Senior notes	1,400		—
Short-term borrowings	150		100
Revenue bonds	—		229


Redemptions and repurchases —


Short-term borrowings	(250)		(200)
FFB loan	(21)		(21)



Capital contributions from parent company	750		750
Payment of common stock dividends	(513)		(464)


Other financing activities	(66)		(9)
Net cash provided from financing activities	904		850
Net Change in Cash, Cash Equivalents, and Restricted Cash	(20)		(320)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	75		480
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	55	$	160
Supplemental Cash Flow Information:
Cash paid during the period for —
Interest (net of $17 and $21 capitalized for 2024 and 2023, respectively)	$	169	$	159

Noncash transactions —
Accrued property additions at end of period	334		548
Right-of-use assets obtained under operating leases	3		3

The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

Table of Contents Index to Financial Statements

GEORGIA POWER COMPANY

CONDENSED BALANCE SHEETS (UNAUDITED)


Assets	At March 31, 2024		At December 31, 2023
	(in millions)
Current Assets:
Cash and cash equivalents	$	—	$	9

Receivables —
Customer accounts, net	864		843
Unbilled revenues	222		275
Under recovered retail fuel clause revenues	679		694
Joint owner accounts	101		119

Affiliated	45		51
Other accounts and notes	96		81

Fossil fuel stock	514		480
Materials and supplies	918		883




Regulatory assets – asset retirement obligations	137		98

Other regulatory assets	420		423

Other current assets	531		305
Total current assets	4,527		4,261
Property, Plant, and Equipment:
In service	49,593		49,370
Less: Accumulated provision for depreciation	14,138		13,955
Plant in service, net of depreciation	35,455		35,415

Nuclear fuel, at amortized cost	612		605
Construction work in progress	5,409		4,975
Total property, plant, and equipment	41,476		40,995
Other Property and Investments:
Nuclear decommissioning trusts, at fair value	1,185		1,163
Equity investments in unconsolidated subsidiaries	43		47
Miscellaneous property and investments	159		151
Total other property and investments	1,387		1,361
Deferred Charges and Other Assets:
Operating lease right-of-use assets, net of amortization	848		884
Deferred charges related to income taxes	594		594
Prepaid pension costs	724		706
Deferred under recovered retail fuel clause revenues	1,044		1,211
Regulatory assets – asset retirement obligations, deferred	3,368		3,407
Other regulatory assets, deferred	2,977		2,890
Other deferred charges and assets	590		508
Total deferred charges and other assets	10,145		10,200
Total Assets	$	57,535	$	56,817

The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

Table of Contents Index to Financial Statements

GEORGIA POWER COMPANY

CONDENSED BALANCE SHEETS (UNAUDITED)


Liabilities and Stockholder's Equity	At March 31, 2024		At December 31, 2023
	(in millions)
Current Liabilities:
Securities due within one year	$	502	$	502
Notes payable	684		1,329
Accounts payable —
Affiliated	603		840
Other	974		1,147
Customer deposits	250		250


Accrued taxes	300		582
Accrued interest	181		175

Accrued compensation	133		250
Operating lease obligations	135		135
Asset retirement obligations	341		338


Other regulatory liabilities	16		22


Other current liabilities	378		365
Total current liabilities	4,497		5,935
Long-term Debt	17,567		16,198
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	4,084		4,018
Deferred credits related to income taxes	2,135		2,161
Accumulated deferred ITCs	323		326
Employee benefit obligations	240		248
Operating lease obligations, deferred	729		740
Asset retirement obligations, deferred	5,432		5,327

Other deferred credits and liabilities	458		481
Total deferred credits and other liabilities	13,401		13,301
Total Liabilities	35,465		35,434









Common Stockholder's Equity (See accompanying statements)	22,070		21,383
Total Liabilities and Stockholder's Equity	$	57,535	$	56,817

The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

Table of Contents Index to Financial Statements

GEORGIA POWER COMPANY

CONDENSED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY (UNAUDITED)


	Number of Common Shares Issued	Common Stock		Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
	(in millions)
Balance at December 31, 2022	9	$	398	$	15,626	$	2,846	$	(12)	$	18,858
Net income	—	—		—		296		—		296

Capital contributions from parent company	—	—		752		—		—		752

Cash dividends on common stock	—	—		—		(464)		—		(464)
Other	—	—		—		1		—		1
Balance at March 31, 2023	9	$	398	$	16,378	$	2,679	$	(12)	$	19,443















Balance at December 31, 2023	9	$	398	$	17,923	$	3,071	$	(9)	$	21,383
Net income	—	—		—		437		—		437

Capital contributions from parent company	—	—		750		—		—		750
Other comprehensive income	—	—		—		—		13		13
Cash dividends on common stock	—	—		—		(513)		—		(513)

Balance at March 31, 2024	9	$	398	$	18,673	$	2,995	$	4	$	22,070

The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

Table of Contents Index to Financial Statements

MISSISSIPPI POWER COMPANY

CONDENSED STATEMENTS OF INCOME (UNAUDITED)


	For the Three Months Ended March 31,
		2024		2023
	(in millions)
Operating Revenues:
Retail revenues		$	221	$	236
Wholesale revenues, non-affiliates		59		68
Wholesale revenues, affiliates		51		75
Other revenues		11		11
Total operating revenues		342		390
Operating Expenses:
Fuel and purchased power		111		151


Other operations and maintenance		88		82
Depreciation and amortization		47		47
Taxes other than income taxes		31		32

Total operating expenses		277		312
Operating Income		65		78
Other Income and (Expense):

Interest expense, net of amounts capitalized		(19)		(16)
Other income (expense), net		14		9
Total other income and (expense)		(5)		(7)
Earnings Before Income Taxes		60		71
Income taxes		10		13
Net Income		$	50	$	58

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	For the Three Months Ended March 31,
		2024		2023
	(in millions)
Net Income		$	50	$	58
Other comprehensive income:
Qualifying hedges:
Changes in fair value, net of tax of $2 and $—, respectively		5		—

Total other comprehensive income		5		—
Comprehensive Income		$	55	$	58

The accompanying notes as they relate to Mississippi Power are an integral part of these condensed financial statements.

Table of Contents Index to Financial Statements

MISSISSIPPI POWER COMPANY

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


	For the Three Months Ended March 31,
	2024		2023
	(in millions)
Operating Activities:
Net income	$	50	$	58
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total	50		58




Pension, postretirement, and other employee benefits	(4)		(5)
Settlement of asset retirement obligations	(4)		(3)



Other, net	4		—
Changes in certain current assets and liabilities —
-Receivables	21		73
-Retail fuel cost under recovery	3		(23)


-Other current assets	(13)		(1)
-Accounts payable	(34)		(74)
-Accrued taxes	(59)		(62)

-Accrued compensation	(21)		(17)




-Other current liabilities	—		(7)
Net cash used for operating activities	(7)		(3)
Investing Activities:
Property additions	(79)		(94)
Cost of removal, net of salvage	(12)		(6)
Construction payables	(7)		(9)



Payments pursuant to LTSAs	(5)		(8)
Other investing activities	(1)		—
Net cash used for investing activities	(104)		(117)
Financing Activities:
Increase in notes payable, net	8		126

Proceeds — Senior notes	150		—

















Payment of common stock dividends	(47)		(46)
Other financing activities	—		(1)
Net cash provided from financing activities	111		79
Net Change in Cash, Cash Equivalents, and Restricted Cash	—		(41)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	38		59
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	38	$	18
Supplemental Cash Flow Information:
Cash paid during the period for —
Interest	$	29	$	25

Noncash transactions —
Accrued property additions at end of period	27		13
Right-of-use assets obtained under operating leases	—		1

The accompanying notes as they relate to Mississippi Power are an integral part of these condensed financial statements.

Table of Contents Index to Financial Statements

MISSISSIPPI POWER COMPANY

CONDENSED BALANCE SHEETS (UNAUDITED)


Assets	At March 31, 2024		At December 31, 2023
	(in millions)
Current Assets:
Cash and cash equivalents	$	38	$	38
Receivables —
Customer accounts, net	57		36
Unbilled revenues	33		40

Affiliated	16		29
Other accounts and notes	59		20

Fossil fuel stock	60		47
Materials and supplies	89		89

Other regulatory assets	59		56

Other current assets	8		10
Total current assets	419		365
Property, Plant, and Equipment:
In service	5,587		5,523
Less: Accumulated provision for depreciation	1,821		1,792
Plant in service, net of depreciation	3,766		3,731

Construction work in progress	172		203
Total property, plant, and equipment	3,938		3,934
Other Property and Investments	156		158
Deferred Charges and Other Assets:

Deferred charges related to income taxes	28		28
Prepaid pension costs	102		99
Deferred under recovered retail fuel clause revenues	—		50
Regulatory assets – asset retirement obligations	245		244
Other regulatory assets, deferred	285		285
Accumulated deferred income taxes	93		96

Other deferred charges and assets	88		85
Total deferred charges and other assets	841		887
Total Assets	$	5,354	$	5,344

The accompanying notes as they relate to Mississippi Power are an integral part of these condensed financial statements.

Table of Contents Index to Financial Statements

MISSISSIPPI POWER COMPANY

CONDENSED BALANCE SHEETS (UNAUDITED)


Liabilities and Stockholder's Equity	At March 31, 2024		At December 31, 2023
	(in millions)
Current Liabilities:
Securities due within one year	$	201	$	201


Notes payable	8		—

Accounts payable —
Affiliated	45		82
Other	72		73



Accrued taxes	58		117


Accrued compensation	22		43

Asset retirement obligations	29		29
Over recovered retail fuel clause revenues	—		27

Other regulatory liabilities	10		17


Other current liabilities	89		90
Total current liabilities	534		679



Long-term Debt	1,592		1,443
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	469		469
Deferred credits related to income taxes	228		229

Employee benefit obligations	67		67

Asset retirement obligations, deferred	137		139

Other cost of removal obligations	186		186
Other regulatory liabilities, deferred	95		92
Other deferred credits and liabilities	34		37
Total deferred credits and other liabilities	1,216		1,219
Total Liabilities	3,342		3,341








Common Stockholder's Equity (See accompanying statements)	2,012		2,003
Total Liabilities and Stockholder's Equity	$	5,354	$	5,344

The accompanying notes as they relate to Mississippi Power are an integral part of these condensed financial statements.

Table of Contents Index to Financial Statements

MISSISSIPPI POWER COMPANY

CONDENSED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY (UNAUDITED)


	Number of Common Shares Issued	Common Stock		Paid-In Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Total
	(in millions)
Balance at December 31, 2022	1	$	38	$	4,652	$	(2,759)	$	—	$	1,931
Net income	—	—		—		58		—		58




Cash dividends on common stock	—	—		—		(46)		—		(46)

Balance at March 31, 2023	1	$	38	$	4,652	$	(2,747)	$	—	$	1,943

















Balance at December 31, 2023	1	$	38	$	4,721	$	(2,756)	$	—	$	2,003
Net income	—	—		—		50		—		50


Capital contributions from parent company	—	—		1		—		—		1
Other comprehensive income	—	—		—		—		5		5
Cash dividends on common stock	—	—		—		(47)		—		(47)

Balance at March 31, 2024	1	$	38	$	4,722	$	(2,753)	$	5	$	2,012

The accompanying notes as they relate to Mississippi Power are an integral part of these condensed financial statements.

Table of Contents Index to Financial Statements

SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


	For the Three Months Ended March 31,
		2024		2023
	(in millions)
Operating Revenues:
Wholesale revenues, non-affiliates		$	369	$	362
Wholesale revenues, affiliates		92		135
Other revenues		12		11
Total operating revenues		473		508
Operating Expenses:
Fuel		156		191
Purchased power		18		26

Other operations and maintenance		121		107
Depreciation and amortization		118		128
Taxes other than income taxes		10		13


Gain on dispositions, net		—		(20)
Total operating expenses		423		445
Operating Income		50		63
Other Income and (Expense):
Interest expense, net of amounts capitalized		(29)		(33)
Other income (expense), net		3		2
Total other income and (expense)		(26)		(31)
Earnings Before Income Taxes		24		32
Income taxes (benefit)		(14)		(7)
Net Income		38		39
Net loss attributable to noncontrolling interests		(58)		(63)
Net Income Attributable to Southern Power		$	96	$	102

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	For the Three Months Ended March 31,
		2024		2023
	(in millions)
Net Income		$	38	$	39
Other comprehensive income (loss):
Qualifying hedges:
Changes in fair value, net of tax of $(4) and $(3), respectively		(11)		(8)
Reclassification adjustment for amounts included in net income, net of tax of $4 and $—, respectively		12		1
Pension and other postretirement benefit plans:
Benefit plan net gain (loss), net of tax of $— and $—, respectively		1		—


Total other comprehensive income (loss)		2		(7)
Comprehensive Income		40		32
Comprehensive loss attributable to noncontrolling interests		(58)		(63)
Comprehensive Income Attributable to Southern Power		$	98	$	95

The accompanying notes as they relate to Southern Power are an integral part of these condensed consolidated financial statements.

Table of Contents Index to Financial Statements

SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	For the Three Months Ended March 31,
	2024		2023
	(in millions)
Operating Activities:
Net income	$	38	$	39
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total	121		133


Amortization of ITCs	(15)		(15)







Gain on dispositions, net	—		(20)
Other, net	(5)		(11)
Changes in certain current assets and liabilities —
-Receivables	46		120

-Prepaid income taxes	2		15
-Other current assets	—		(13)
-Accounts payable	(57)		(92)


-Accrued compensation	(14)		(13)
-Other current liabilities	5		(8)
Net cash provided from operating activities	121		135
Investing Activities:

Property additions	(28)		(11)
Proceeds from dispositions	—		46

Change in construction payables	(12)		(15)

Payments pursuant to LTSAs	(11)		(16)


Other investing activities	7		—
Net cash provided from (used for) investing activities	(44)		4
Financing Activities:
Increase (decrease) in notes payable, net	4		(59)











Capital contributions from noncontrolling interests	9		21
Distributions to noncontrolling interests	(34)		(48)

Payment of common stock dividends	(65)		(63)
Other financing activities	(3)		3
Net cash used for financing activities	(89)		(146)
Net Change in Cash, Cash Equivalents, and Restricted Cash	(12)		(7)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	144		133
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	132	$	126
Supplemental Cash Flow Information:
Cash paid (received) during the period for —
Interest (net of $2 and $— capitalized for 2024 and 2023, respectively)	$	23	$	30
Income taxes, net	(9)		(9)
Noncash transactions —


Accrued property additions at end of period	40		12

The accompanying notes as they relate to Southern Power are an integral part of these condensed consolidated financial statements.

Table of Contents Index to Financial Statements

SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


Assets	At March 31, 2024		At December 31, 2023
	(in millions)
Current Assets:
Cash and cash equivalents	$	115	$	124
Receivables —
Customer accounts, net	124		136
Affiliated	14		37
Other	43		54

Materials and supplies	83		80

Prepaid income taxes	42		2




Other current assets	85		90
Total current assets	506		523
Property, Plant, and Equipment:
In service	14,659		14,690
Less: Accumulated provision for depreciation	4,200		4,119
Plant in service, net of depreciation	10,459		10,571
Construction work in progress	298		278

Total property, plant, and equipment	10,757		10,849
Other Property and Investments:

Intangible assets, net of amortization of $153 and $148, respectively	238		243

Net investment in sales-type leases	147		148
Total other property and investments	385		391
Deferred Charges and Other Assets:
Operating lease right-of-use assets, net of amortization	486		488
Prepaid LTSAs	262		248




Other deferred charges and assets	266		262
Total deferred charges and other assets	1,014		998
Total Assets	$	12,662	$	12,761

The accompanying notes as they relate to Southern Power are an integral part of these condensed consolidated financial statements.

Table of Contents Index to Financial Statements

SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


Liabilities and Stockholders' Equity	At March 31, 2024		At December 31, 2023
	(in millions)
Current Liabilities:

Notes payable	$	140	$	138
Accounts payable —
Affiliated	39		82
Other	69		91

Accrued taxes	20		26

Accrued interest	27		27
Operating lease obligations	29		29



Other current liabilities	83		97
Total current liabilities	407		490
Long-term Debt	2,699		2,711
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	667		614
Accumulated deferred ITCs	1,483		1,498





Operating lease obligations, deferred	515		517
Other deferred credits and liabilities	248		233
Total deferred credits and other liabilities	2,913		2,862
Total Liabilities	6,019		6,063










Total Stockholders' Equity (See accompanying statements)	6,643		6,698
Total Liabilities and Stockholders' Equity	$	12,662	$	12,761

The accompanying notes as they relate to Southern Power are an integral part of these condensed consolidated financial statements.

Table of Contents Index to Financial Statements

SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)


	Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Common Stockholders' Equity		Noncontrolling Interests		Total
	(in millions)
Balance at December 31, 2022	$	1,069	$	1,741	$	(18)	$	2,792	$	4,124	$	6,916
Net income (loss)	—		102		—		102		(63)		39


Other comprehensive income (loss)	—		—		(7)		(7)		—		(7)
Cash dividends on common stock	—		(63)		—		(63)		—		(63)

Capital contributions from noncontrolling interests	—		—		—		—		21		21
Distributions to noncontrolling interests	—		—		—		—		(48)		(48)




Balance at March 31, 2023	$	1,069	$	1,780	$	(25)	$	2,824	$	4,034	$	6,858




Balance at December 31, 2023	$	1,088	$	1,846	$	(17)	$	2,917	$	3,781	$	6,698
Net income (loss)	—		96		—		96		(58)		38


Other comprehensive income	—		—		2		2		—		2
Cash dividends on common stock	—		(65)		—		(65)		—		(65)

Capital contributions from noncontrolling interests	—		—		—		—		9		9
Distributions to noncontrolling interests	—		—		—		—		(38)		(38)



Other	—		(1)		—		(1)		—		(1)
Balance at March 31, 2024	$	1,088	$	1,876	$	(15)	$	2,949	$	3,694	$	6,643

The accompanying notes as they relate to Southern Power are an integral part of these condensed consolidated financial statements.

Table of Contents Index to Financial Statements

SOUTHERN COMPANY GAS AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


	For the Three Months Ended March 31,
		2024		2023
	(in millions)
Operating Revenues:
Natural gas revenues (includes revenue taxes of $53 and $66, respectively)		$	1,707	$	1,875


Total operating revenues		1,707		1,875
Operating Expenses:
Cost of natural gas		605		898

Other operations and maintenance		293		305
Depreciation and amortization		155		141
Taxes other than income taxes		87		102




Total operating expenses		1,140		1,446
Operating Income		567		429
Other Income and (Expense):
Earnings from equity method investments		44		45
Interest expense, net of amounts capitalized		(84)		(76)
Other income (expense), net		20		14
Total other income and (expense)		(20)		(17)
Earnings Before Income Taxes		547		412
Income taxes		138		103
Net Income		$	409	$	309

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	For the Three Months Ended March 31,
		2024		2023
	(in millions)
Net Income		$	409	$	309
Other comprehensive income (loss):
Qualifying hedges:
Changes in fair value, net of tax of $(2) and $(10), respectively		(5)		(24)
Reclassification adjustment for amounts included in net income, net of tax of $7 and $6, respectively		17		14



Total other comprehensive income (loss)		12		(10)
Comprehensive Income		$	421	$	299

The accompanying notes as they relate to Southern Company Gas are an integral part of these condensed consolidated financial statements.

Table of Contents Index to Financial Statements

SOUTHERN COMPANY GAS AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	For the Three Months Ended March 31,
	2024		2023
	(in millions)
Operating Activities:
Net income	$	409	$	309
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total	155		141
Deferred income taxes	61		27









Other, net	(10)		(3)
Changes in certain current assets and liabilities —
-Receivables	(16)		266
-Natural gas for sale, net of temporary LIFO liquidation	237		267
-Prepaid income taxes	53		33
-Natural gas cost under recovery	—		108
-Other current assets	(27)		(18)
-Accounts payable	(127)		(303)
-Accrued taxes	7		36
-Accrued compensation	(55)		(36)
-Natural gas cost over recovery	(65)		117
-Other current liabilities	(24)		34
Net cash provided from operating activities	598		978
Investing Activities:
Property additions	(255)		(299)
Cost of removal, net of salvage	(12)		(24)
Change in construction payables, net	(40)		(53)



Other investing activities	(12)		(3)
Net cash used for investing activities	(319)		(379)
Financing Activities:
Decrease in notes payable, net	(81)		(448)








Redemptions — Short-term borrowings	—		(200)




Capital contributions from parent company	—		192
Payment of common stock dividends	(151)		(146)
Other financing activities	(3)		9
Net cash used for financing activities	(235)		(593)
Net Change in Cash, Cash Equivalents, and Restricted Cash	44		6
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	35		83
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	79	$	89
Supplemental Cash Flow Information:
Cash paid (received) during the period for —
Interest (net of $5 and $4 capitalized for 2024 and 2023, respectively)	$	89	$	76
Income taxes, net	(3)		—
Noncash transactions —
Accrued property additions at end of period	99		124
Right-of-use assets obtained under operating leases	1		—

The accompanying notes as they relate to Southern Company Gas are an integral part of these condensed consolidated financial statements.

Table of Contents Index to Financial Statements

SOUTHERN COMPANY GAS AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


Assets	At March 31, 2024		At December 31, 2023
	(in millions)
Current Assets:
Cash and cash equivalents	$	77	$	33
Receivables —

Customer accounts	474		405
Unbilled revenues	204		261



Other accounts and notes	53		47
Accumulated provision for uncollectible accounts	(52)		(44)
Materials and supplies	68		66
Natural gas for sale	210		420


Prepaid expenses	60		107




Other regulatory assets	162		141
Other current assets	57		50
Total current assets	1,313		1,486
Property, Plant, and Equipment:
In service	21,078		20,840
Less: Accumulated depreciation	5,620		5,534
Plant in service, net of depreciation	15,458		15,306
Construction work in progress	1,112		1,110
Total property, plant, and equipment	16,570		16,416
Other Property and Investments:
Goodwill	5,015		5,015
Equity investments in unconsolidated subsidiaries	1,260		1,235
Other intangible assets, net of amortization of $168 and $166, respectively	14		16
Miscellaneous property and investments	26		25
Total other property and investments	6,315		6,291
Deferred Charges and Other Assets:
Operating lease right-of-use assets, net of amortization	46		47
Prepaid pension costs	164		158


Other regulatory assets, deferred	503		504


Other deferred charges and assets	180		181
Total deferred charges and other assets	893		890
Total Assets	$	25,091	$	25,083

The accompanying notes as they relate to Southern Company Gas are an integral part of these condensed consolidated financial statements.

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SOUTHERN COMPANY GAS AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


Liabilities and Stockholder's Equity	At March 31, 2024		At December 31, 2023
	(in millions)
Current Liabilities:

Notes payable	$	334	$	415

Accounts payable —
Affiliated	44		89
Other	308		424
Customer deposits	79		126


Accrued taxes	84		77
Accrued interest	76		77

Accrued compensation	57		112






Natural gas cost over recovery	150		214
Other regulatory liabilities	60		19
Other current liabilities	172		155
Total current liabilities	1,364		1,708
Long-term Debt	7,825		7,833
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	1,736		1,671
Deferred credits related to income taxes	752		759

Employee benefit obligations	105		110


Operating lease obligations	38		40
Other cost of removal obligations	1,804		1,771
Accrued environmental remediation	194		192



Other deferred credits and liabilities	199		196
Total deferred credits and other liabilities	4,828		4,739
Total Liabilities	14,017		14,280







Common Stockholder's Equity (See accompanying statements)	11,074		10,803
Total Liabilities and Stockholder's Equity	$	25,091	$	25,083

The accompanying notes as they relate to Southern Company Gas are an integral part of these condensed consolidated financial statements.

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SOUTHERN COMPANY GAS AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (UNAUDITED)


	Paid-In Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Total
	(in millions)
Balance at December 31, 2022	$	10,445	$	(79)	$	31	$	10,397
Net income	—		309		—		309


Capital contributions from parent company	203		—		—		203
Other comprehensive income (loss)	—		—		(10)		(10)
Cash dividends on common stock	—		(146)		—		(146)
Other	1		(1)		—		—
Balance at March 31, 2023	$	10,649	$	83	$	21	$	10,753
















Balance at December 31, 2023	$	10,836	$	(49)	$	16	$	10,803
Net income	—		409		—		409


Capital contributions from parent company	2		—		—		2
Other comprehensive income	—		—		12		12
Cash dividends on common stock	—		(151)		—		(151)
Other	—		(1)		—		(1)
Balance at March 31, 2024	$	10,838	$	208	$	28	$	11,074

The accompanying notes as they relate to Southern Company Gas are an integral part of these condensed consolidated financial statements.

Table of Contents Index to Financial Statements

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

FOR

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

ALABAMA POWER COMPANY

GEORGIA POWER COMPANY

MISSISSIPPI POWER COMPANY

SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES

SOUTHERN COMPANY GAS AND SUBSIDIARY COMPANIES

(UNAUDITED)

INDEX TO THE NOTES TO THE CONDENSED FINANCIAL STATEMENTS


Note		Page
A	Introduction	42
B	Regulatory Matters	46
C	Contingencies	50
D	Revenue from Contracts with Customers and Lease Income	54
E	Consolidated Entities and Equity Method Investments	57
F	Financing	60
G	Income Taxes	61
H	Retirement Benefits	62
I	Fair Value Measurements	65
J	Derivatives	69
K	Acquisitions and Dispositions	80
L	Segment and Related Information	80

INDEX TO APPLICABLE NOTES TO FINANCIAL STATEMENTS BY REGISTRANT

The following unaudited notes to the condensed financial statements are a combined presentation; however, information contained herein relating to any individual Registrant is filed by such Registrant on its own behalf and each Registrant makes no representation as to information related to the other Registrants. The list below indicates the Registrants to which each note applies.


Registrant			Applicable Notes
Southern Company			A, B, C, D, E, F, G, H, I, J, K, L
Alabama Power			A, B, C, D, F, G, H, I, J
Georgia Power			A, B, C, D, F, G, H, I, J
Mississippi Power			A, B, C, D, F, G, H, I, J
Southern Power			A, C, D, E, F, G, H, I, J, K
Southern Company Gas			A, B, C, D, E, F, G, H, I, J, L

Table of Contents Index to Financial Statements

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(A) INTRODUCTION

The condensed quarterly financial statements of each Registrant included herein have been prepared by such Registrant, without audit, pursuant to the rules and regulations of the SEC. The Condensed Balance Sheets at December 31, 2023 have been derived from the audited financial statements of each Registrant. In the opinion of each Registrant's management, the information regarding such Registrant furnished herein reflects all adjustments, which, except as otherwise disclosed, are of a normal recurring nature, necessary to present fairly the results of operations for the periods ended March 31, 2024 and 2023. Certain information and disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although each Registrant believes that the disclosures regarding such Registrant are adequate to make the information presented not misleading. Disclosures which would substantially duplicate the disclosures in the Form 10-K and details which have not changed significantly in amount or composition since the filing of the Form 10-K are generally omitted from this Quarterly Report on Form 10-Q unless specifically required by GAAP. Therefore, these Condensed Financial Statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K. Due to the seasonal variations in the demand for energy and other factors, operating results for the periods presented are not necessarily indicative of the operating results to be expected for the full year.

Certain prior year data presented in the financial statements have been reclassified to conform to the current year presentation. These reclassifications had no impact on the overall results of operations, financial position, or cash flows of any Registrant.

Goodwill and Other Intangible Assets

Goodwill at March 31, 2024 and December 31, 2023 was as follows:


	Goodwill
	(in millions)
Southern Company	$	5,161
Southern Company Gas:
Gas distribution operations	$	4,034
Gas marketing services	981
Southern Company Gas total	$	5,015

Goodwill is not amortized but is subject to an annual impairment test during the fourth quarter of each year, or more frequently if goodwill impairment indicators exist.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Other intangible assets were as follows:


	At March 31, 2024						At December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Other Intangible Assets, Net		Gross Carrying Amount		Accumulated Amortization		Other Intangible Assets, Net
	(in millions)						(in millions)
Southern Company
Subject to amortization:
Customer relationships	$	211	$	(174)	$	37	$	212	$	(172)	$	40
Trade names	64		(55)		9		64		(53)		11
PPA fair value adjustments	390		(153)		237		390		(148)		242
Other	4		(3)		1		3		(3)		—
Total subject to amortization	$	669	$	(385)	$	284	$	669	$	(376)	$	293
Not subject to amortization:
FCC licenses	75		—		75		75		—		75
Total other intangible assets	$	744	$	(385)	$	359	$	744	$	(376)	$	368

Southern Power*()**
PPA fair value adjustments	$	390	$	(153)	$	237	$	390	$	(148)	$	242

Southern Company Gas*()**

Gas marketing services
Customer relationships	$	156	$	(146)	$	10	$	156	$	(145)	$	11
Trade names	26		(22)		4		26		(21)		5
Total other intangible assets	$	182	$	(168)	$	14	$	182	$	(166)	$	16

(*) All subject to amortization.

Amortization associated with other intangible assets was as follows:


	Three Months Ended
	March 31, 2024		March 31, 2023
	(in millions)
Southern Company(a)	$	9	$	10
Southern Power(b)	5		5
Southern Company Gas	2		3

(a)Includes $5 million recorded as a reduction to operating revenues for both periods presented.

(b)Recorded as a reduction to operating revenues.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed balance sheets that total to the amount shown in the condensed statements of cash flows for the applicable Registrants:


	Southern Company		Alabama Power		Georgia Power		Southern Power		Southern Company Gas
	(in millions)
At March 31, 2024
Cash and cash equivalents	$	713	$	292	$	—	$	115	$	77
Restricted cash(a):
Other current assets	99		44		36		17		2
Other deferred charges and assets	19		—		19		—		—
Total cash, cash equivalents, and restricted cash(b)	$	832	$	336	$	55	$	132	$	79

At December 31, 2023
Cash and cash equivalents	$	748	$	324	$	9	$	124	$	33
Restricted cash(a):
Other current assets	141		85		37		17		2
Other deferred charges and assets	31		—		29		3		—
Total cash, cash equivalents, and restricted cash(b)	$	921	$	409	$	75	$	144	$	35

(a)For Alabama Power and Georgia Power, reflects proceeds from the issuance of solid waste disposal facility revenue bonds in 2023 and 2022, respectively. For Southern Power, reflects $17 million at both March 31, 2024 and December 31, 2023 resulting from an arbitration award held to fund future replacement costs and $3 million at December 31, 2023 held to fund estimated construction completion costs at the Deuel Harvest wind facility. See Note (C) under "General Litigation Matters – Southern Power" for additional information related to the arbitration award. For Southern Company Gas, reflects collateral for workers' compensation, life insurance, and long-term disability insurance.

(b)Total may not add due to rounding.

Natural Gas for Sale

With the exception of Nicor Gas, Southern Company Gas records natural gas inventories on a WACOG basis. For any declines in market prices below the WACOG considered to be other than temporary, an adjustment is recorded to reduce the value of natural gas inventories to market value. Nicor Gas' natural gas inventory is carried at cost on a LIFO basis. Inventory decrements occurring during the year that are restored prior to year-end are charged to cost of natural gas at the estimated annual replacement cost. Inventory decrements that are not restored prior to year-end are charged to cost of natural gas at the actual LIFO cost of the inventory layers liquidated.

Southern Company Gas recorded no material adjustments to natural gas inventories for either period presented. Nicor Gas' inventory decrement at March 31, 2024 is expected to be restored prior to year-end.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Storm Damage Reserves

See Note 1 to the financial statements under "Storm Damage and Reliability Reserves" in Item 8 of the Form 10-K for additional information.

Storm damage reserve activity for the traditional electric operating companies during the three months ended March 31, 2024 was as follows:


	Southern Company		Alabama Power		Georgia Power		Mississippi Power
	(in millions)
Balance at December 31, 2023	$	66	$	76	$	(54)	$	44
Accrual	14		3		8		3
Weather-related damages	(17)		(5)		(12)		—
Balance at March 31, 2024	$	63	$	74	$	(58)	$	47

Asset Retirement Obligations

See Note 6 to the financial statements in Item 8 of the Form 10-K for additional information.

Following initial criticality for Plant Vogtle Unit 4 on February 14, 2024, Georgia Power recorded AROs of approximately $118 million. See Note (B) under "Georgia Power – Nuclear Construction" for additional information on Plant Vogtle Units 3 and 4.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

(B) REGULATORY MATTERS

See Note 2 to the financial statements in Item 8 of the Form 10-K for additional information relating to regulatory matters.

The recovery balances for certain retail regulatory clauses of the traditional electric operating companies and Southern Company Gas at March 31, 2024 and December 31, 2023 were as follows:


Regulatory Clause	Balance Sheet Line Item	March 31, 2024		December 31, 2023
		(in millions)
Alabama Power
Rate CNP Compliance	Other regulatory assets, current	$	8	$	8
	Other regulatory assets, deferred	19		25
Rate CNP PPA	Other regulatory assets, current	18		18
	Other regulatory assets, deferred	82		85
Rate ECR	Regulatory assets – under recovered retail fuel clause revenues	173		246



Georgia Power
Fuel Cost Recovery	Receivables – under recovered retail fuel clause revenues	$	679	$	694
	Deferred under recovered retail fuel clause revenues	1,044		1,211

Mississippi Power
Fuel Cost Recovery(*)	Receivables – customer accounts, net	$	20	$	—
	Deferred under recovered retail fuel clause revenues	—		50
	Over recovered retail fuel clause revenues	—		27

Ad Valorem Tax	Other regulatory assets, deferred	13		12


Southern Company Gas

Natural Gas Cost Recovery	Natural gas cost over recovery	$	150	$	214

(*)Mississippi Power also has wholesale MRA and Market Based (MB) fuel cost recovery factors. At March 31, 2024 and December 31, 2023, wholesale MRA fuel costs were over recovered $10 million and $5 million, respectively, and were included in other current liabilities on Mississippi Power's balance sheets. The wholesale MB fuel cost recovery was immaterial for both periods presented.

Alabama Power

Plant Greene County

Alabama Power jointly owns Plant Greene County Units 1 and 2 with an affiliate, Mississippi Power. See Note 5 to the financial statements under "Joint Ownership Agreements" in Item 8 of the Form 10-K for additional information.

On April 26, 2024, Mississippi Power filed its 2024 IRP with the Mississippi PSC. The filing includes a schedule to retire Mississippi Power's 40% ownership interest in Plant Greene County Units 1 and 2 by the end of 2028.

Alabama Power currently expects to retire Plant Greene County Units 1 and 2 (300 MWs based on 60% ownership) by the end of 2028. Alabama Power and Mississippi Power continue to evaluate operating conditions and business needs relevant to the anticipated retirement of Plant Greene County Units 1 and 2. Additionally, the unit retirements require the completion by Alabama Power of transmission and system reliability improvements, as well as agreement by Alabama Power.

The ultimate outcome of this matter cannot be determined at this time. See "Mississippi Power – Integrated Resource Plan" herein for additional information.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Georgia Power

Integrated Resource Plan

On April 16, 2024, the Georgia PSC approved Georgia Power's updated IRP (2023 IRP Update) as modified by a stipulated agreement among Georgia Power, the staff of the Georgia PSC, and certain intervenors. In the 2023 IRP Update decision, the Georgia PSC approved the following requests:

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 is projected to be approved by the Georgia PSC in the second half of 2024. In doing so, 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 the additional costs.
Certification of an affiliate PPA with Mississippi Power for 750 MWs, which began January 1, 2024 and will continue through December 2028.
Certification of a non-affiliate PPA for 230 MWs, which began May 1, 2024 and will continue through December 2028.
Authority to develop, own, and operate up to 500 MWs of battery energy storage facilities, including storage systems collocated with existing Georgia Power-owned solar facilities, as well as the issuance of a request for proposals for an additional 500 MWs of battery energy storage facilities.
Approval of transmission projects necessary to support the generation resources approved in the 2023 IRP Update.

On January 12, 2024, Georgia Power entered into an Agreement for Engineering, Procurement, and Construction with Mitsubishi Power Americas, Inc. and Black & Veatch Construction, Inc. to construct three 442-MW simple cycle combustion turbine units at Plant Yates (Plant Yates Units 8, 9, and 10), which are projected to be placed in service in the fourth quarter 2026, the second quarter 2027, and the third quarter 2027, respectively. The ultimate outcome of this matter cannot be determined at this time.

Transmission Asset Sales

On March 7, 2024, the FERC approved the sale of transmission line assets under the integrated transmission system agreement, with a net book value of $230 million which is classified as held for sale at March 31, 2024 and included in other current assets on Southern Company's and Georgia Power's balance sheets. Subsequent to March 31, 2024, the sale, with a purchase price of $341 million, was completed resulting in a pre-tax gain of approximately $110 million ($81 million after tax) to be recorded in the second quarter 2024.

Nuclear Construction

In 2009, the Georgia PSC certified construction of Plant Vogtle Units 3 and 4, in which Georgia Power holds a 45.7% ownership interest. In 2012, the NRC issued the related combined construction and operating licenses, which allowed full construction of the two AP1000 nuclear units (with electric generating capacity of approximately 1,100 MWs each) and related facilities to begin.

Georgia Power placed Unit 3 in service on July 31, 2023. On February 14, 2024, Unit 4 achieved self-sustaining nuclear fission, commonly referred to as initial criticality, and, on March 1, 2024, the generator successfully synchronized to the power grid and generated electricity for the first time. Georgia Power placed Unit 4 in service on April 29, 2024.

See Note 2 to the financial statements under "Georgia Power – Nuclear Construction" in Item 8 of the Form 10-K for additional information on Plant Vogtle Units 3 and 4 construction and cost recovery. See Note 8 to the financial statements under "Long-term Debt – DOE Loan Guarantee Borrowings" in Item 8 of the Form 10-K for information on the Amended and Restated Loan Guarantee Agreement, including applicable covenants, events of default, and mandatory prepayment events.

Table of Contents Index to Financial Statements

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Cost and Schedule

Georgia Power's net capital costs incurred through March 31, 2024 in connection with Plant Vogtle Units 3 and 4, and its approximate proportionate share of additional capital costs to be incurred after March 31, 2024, including completion of testing and start-up for Unit 4 through April 2024 and demobilizing the site after Unit 4's in-service date, is as follows:


	(in millions)



Total project capital cost forecast(a)(b)	$	10,753
Net investment at March 31, 2024(b)	(10,608)
Remaining estimate to complete	$	145

(a)Includes approximately $610 million of costs that are not shared with the other Vogtle Owners, including $33 million of construction monitoring costs, and approximately $567 million of incremental costs under the cost-sharing provisions of the Vogtle Joint Ownership Agreements (as defined below). Excludes financing costs expected to be capitalized through AFUDC of approximately $440 million, of which $435 million had been accrued through March 31, 2024.

(b)Net of $1.7 billion received from Toshiba under the Guarantee Settlement Agreement and approximately $188 million in related customer refunds.

Georgia Power estimates that its financing costs for construction of Plant Vogtle Units 3 and 4 will total approximately $3.53 billion, of which $3.52 billion had been incurred and $3.07 billion had been recovered through March 31, 2024.

Joint Owner Contracts

In September 2022, Georgia Power and MEAG Power reached an agreement to resolve a dispute regarding the cost-sharing and tender provisions of the joint ownership agreements for Plant Vogtle Units 3 and 4, as amended (Vogtle Joint Ownership Agreements). 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.

In October 2023, Georgia Power reached agreements with both OPC and Dalton to resolve its respective dispute with each of OPC and Dalton regarding the cost-sharing and tender provisions of the Vogtle Joint Ownership Agreements. 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.

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

Regulatory Matters

Georgia Power increased annual retail base rates by $318 million effective August 1, 2023 based on the in-service date of July 31, 2023 for Unit 3. Financing costs (debt and equity) on the remaining portion of the total Unit 3 and the common facilities construction costs continued to be recovered through the NCCR tariff or deferred. Georgia

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Power deferred as a regulatory asset the debt component of financing costs ($22 million at March 31, 2024) as well as the remaining depreciation expense ($28 million at March 31, 2024) until Unit 4 costs were placed in retail base rates as described below. The equity component of financing costs ($38 million at March 31, 2024) represents an unrecognized ratemaking amount that is not reflected on Georgia Power's balance sheets. This amount will be recognized in Georgia Power's income statements in the periods it is billable to customers.

After considering construction and capital costs already in retail base rates of $2.1 billion and $362 million of associated retail rate base items for Unit 3 and common facilities, Georgia Power included in retail rate base the remaining $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. Annual retail base revenues increased approximately $730 million and the average retail base rates were adjusted by approximately 5% (net of the elimination of the NCCR tariff described below) effective May 1, 2024.

Reductions to the ROE used to calculate the NCCR tariff (pursuant to prior Georgia PSC orders) negatively impacted earnings by approximately $310 million in 2023 and $60 million in the first quarter 2024 and are projected to have additional negative earnings impact of approximately $20 million in the second quarter 2024. Further, as included in the approved Prudency Stipulation, since commercial operation for Unit 4 was not achieved by March 31, 2024, Georgia Power's ROE used to determine the NCCR tariff and calculate AFUDC was reduced to zero effective April 1, 2024, which is projected to result in an estimated negative impact to earnings of approximately $10 million (for one month) in the second quarter 2024 based on the April 29, 2024 in-service date. Effective May 1, 2024, following commercial operation of Unit 4, Georgia Power's NCCR tariff was eliminated and related financing costs are included in Georgia Power's general retail revenue requirements and collected through retail base rates.

Mississippi Power

Performance Evaluation Plan

On March 15, 2024, Mississippi Power submitted its annual retail PEP filing for 2024 to the Mississippi PSC indicating no change in retail rates. The ultimate outcome of this matter cannot be determined at this time.

Ad Valorem Tax Adjustment

On April 22, 2024, Mississippi Power submitted its annual ad valorem tax adjustment filing for 2024 to the Mississippi PSC, which requested a $5 million annual decrease in revenues. The ultimate outcome of this matter cannot be determined at this time.

System Restoration Rider

On April 11, 2024, the Mississippi PSC approved Mississippi Power's annual SRR filing, which indicated no change in retail rates. Mississippi Power's minimum annual SRR accrual was increased from $12 million to $13 million.

Integrated Resource Plan

On April 26, 2024, Mississippi Power filed its 2024 IRP with the Mississippi PSC. The filing includes 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. The Plant Greene County unit retirements require the completion by Alabama Power of transmission and system reliability improvements, as well as agreement by Alabama Power.

The remaining net book value of Plant Daniel Units 1 and 2 was approximately $485 million at March 31, 2024 and Mississippi Power is continuing to depreciate these units using the current approved rates. Mississippi Power expects to reclassify the net book value remaining at retirement to a regulatory asset to be amortized over a period to

Table of Contents Index to Financial Statements

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

be determined by the Mississippi PSC in future proceedings, consistent with a 2020 Mississippi PSC order. The Plant Watson and Plant Greene County units are expected to be fully depreciated upon retirement.

The 2024 IRP is subject to review by the Mississippi PSC and is expected to conclude in the third quarter 2024.

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

Municipal and Rural Associations Tariff

On March 29, 2024, Mississippi Power filed a request with the FERC for an $8 million increase in annual wholesale base revenues under the MRA tariff and requested an effective date of May 29, 2024. On April 19, 2024, Cooperative Energy challenged the new rates in a filing with the FERC. The ultimate outcome of this matter cannot be determined at this time.

See Note 3 to the financial statements in Item 8 of the Form 10-K for information relating to various lawsuits and other contingencies.

General Litigation Matters

The Registrants are involved in various matters being litigated and regulatory matters. The ultimate outcome of such pending or potential litigation or regulatory matters against each Registrant and any subsidiaries cannot be determined at this time; however, for current proceedings not specifically reported herein, management does not anticipate that the ultimate liabilities, if any, arising from such current proceedings would have a material effect on such Registrant's financial statements.

The Registrants intend to dispute the allegations raised in and vigorously defend against the pending legal challenges discussed below; however, the ultimate outcome of each of these matters cannot be determined at this time.

Southern Company and Mississippi Power

In 2010, the DOE, through a cooperative agreement with SCS, agreed to fund $270 million of the Kemper County energy facility through the grants awarded to the project by the DOE under the Clean Coal Power Initiative Round 2. In 2016, additional DOE grants in the amount of $137 million were awarded to the Kemper County energy facility. In 2018, Mississippi Power filed with the DOE its request for property closeout certification under the contract related to the $387 million of total grants received. In 2020, Mississippi Power and Southern Company executed an agreement with the DOE completing Mississippi Power's request, which enabled Mississippi Power to proceed with full dismantlement of the abandoned gasifier-related assets and site restoration activities. In connection with the DOE closeout discussions, in 2019, the Civil Division of the Department of Justice informed Southern Company and Mississippi Power of a civil investigation related to the DOE grants. In August 2023, the U.S. District Court for the Northern District of Georgia unsealed a civil action in which defendants Southern Company, SCS, and Mississippi Power are alleged to have violated certain provisions of the False Claims Act by fraudulently inducing the DOE to disburse funds pursuant to the grants. The federal government declined to intervene in the action. In October 2023, the plaintiff, a former SCS employee, filed an amended complaint, again alleging certain violations of the False Claims Act. The plaintiff seeks to recover all damages incurred personally and on behalf of the federal government caused by the defendants' alleged violations, as well as treble damages and attorneys' fees, among other relief. On February 2, 2024, the defendants moved to dismiss the amended complaint. An adverse outcome could have a material impact on Southern Company's and Mississippi Power's financial statements.

Alabama Power

In September 2022, Mobile Baykeeper filed a citizen suit in the U.S. District Court for the Southern District of Alabama alleging that Alabama Power's plan to close the Plant Barry ash pond utilizing a closure-in-place

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methodology violates the Resource Conservation and Recovery Act (RCRA) and regulations governing CCR. Among other relief requested, Mobile Baykeeper sought a declaratory judgment that the RCRA and regulations governing CCR were being violated, preliminary and injunctive relief to prevent implementation of Alabama Power's closure plan, and the development of a closure plan that satisfies regulations governing CCR requirements. In December 2022, Alabama Power filed a motion to dismiss the case. On January 4, 2024, the lawsuit was dismissed without prejudice by the U.S. District Court judge. On February 1, 2024, the plaintiff filed a motion to reconsider.

In January 2023, the EPA issued a Notice of Potential Violations associated with Alabama Power's plan to close the Plant Barry ash pond. Alabama Power has affirmed to the EPA its position that it is in compliance with CCR requirements.

These matters could have a material impact on Alabama Power's financial statements, including ARO estimates and cash flows. See Note 6 to the financial statements in Item 8 of the Form 10-K for a discussion of Alabama Power's ARO liabilities.

Georgia Power

In July 2020, a group of individual plaintiffs filed a complaint, which was amended in December 2022, in the Superior Court of Fulton County, Georgia against Georgia Power alleging that the construction and operation of Plant Scherer has impacted groundwater and air, resulting in alleged personal injuries and property damage. The plaintiffs seek an unspecified amount of monetary damages including punitive damages, a medical monitoring fund, and injunctive relief. In December 2022, the Superior Court of Fulton County, Georgia granted Georgia Power's motion to transfer the case to the Superior Court of Monroe County, Georgia. In May 2023, the Superior Court of Monroe County, Georgia denied Georgia Power's motion to dismiss the case for lack of subject matter jurisdiction. In July 2023, the Superior Court of Monroe County, Georgia denied the remaining motions to dismiss certain claims and plaintiffs that Georgia Power filed at the outset of the case. On March 11, 2024, Georgia Power filed a motion to dismiss certain claims. On March 14, 2024, Georgia Power filed motions for summary judgment.

In October 2021, February 2022, and January 2023, a total of eight additional complaints were filed in the Superior Court of Monroe County, Georgia against Georgia Power alleging that releases from Plant Scherer have impacted groundwater and air, resulting in alleged personal injuries and property damage. The plaintiffs sought an unspecified amount of monetary damages including punitive damages. After Georgia Power removed these cases to the U.S. District Court for the Middle District of Georgia, the plaintiffs voluntarily dismissed their complaints without prejudice in November 2022 and January 2023. In May 2023, the plaintiffs in the cases originally filed in October 2021, February 2022, and January 2023 refiled their eight complaints in the Superior Court of Monroe County, Georgia. Also in May 2023, a new complaint was filed in the Superior Court of Monroe County, Georgia against Georgia Power alleging that the construction and operation of Plant Scherer have impacted groundwater and air, resulting in alleged personal injuries. The plaintiff seeks an unspecified amount of monetary damages, including punitive damages. Also in May 2023, Georgia Power removed all of these cases to the U.S. District Court for the Middle District of Georgia. The plaintiffs are requesting the court remand the cases back to the Superior Court of Monroe County, Georgia.

The amount of possible loss, if any, from these matters cannot be estimated at this time.

Mississippi Power

In 2018, Ray C. Turnage and 10 other individual plaintiffs filed a putative class action complaint against Mississippi Power and the three then-serving members of the Mississippi PSC in the U.S. District Court for the Southern District of Mississippi, which was amended in March 2019 to include four additional plaintiffs. Mississippi Power received Mississippi PSC approval in 2013 to charge a mirror CWIP rate premised upon including in its rate base pre-construction and construction costs for the Kemper County energy facility prior to placing the Kemper County energy facility into service. The Mississippi Supreme Court reversed that approval and ordered Mississippi Power to refund the amounts paid by customers under the previously-approved mirror CWIP rate. The plaintiffs allege that

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the initial approval process, and the amount approved, were improper and make claims for gross negligence, reckless conduct, and intentional wrongdoing. They also allege that Mississippi Power underpaid customers by up to $23.5 million in the refund process by applying an incorrect interest rate. The plaintiffs seek to recover, on behalf of themselves and their putative class, actual damages, punitive damages, pre-judgment interest, post-judgment interest, attorney's fees, and costs. The district court dismissed the amended complaint; however, in March 2020, the plaintiffs filed a motion seeking to name the new members of the Mississippi PSC, the Mississippi Development Authority, and Southern Company as additional defendants and add a cause of action against all defendants based on a dormant commerce clause theory under the U.S. Constitution. In July 2020, the plaintiffs filed a motion for leave to file a third amended complaint, which included the same federal claims as the proposed second amended complaint, as well as several additional state law claims based on the allegation that Mississippi Power failed to disclose the annual percentage rate of interest applicable to refunds. In November 2020, the district court denied each of the plaintiffs' pending motions and entered final judgment in favor of Mississippi Power. In January 2021, the district court denied further motions by the plaintiffs to vacate the judgment and to file a revised second amended complaint. In February 2021, the plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the Fifth Circuit. In March 2022, the U.S. Court of Appeals for the Fifth Circuit issued an opinion affirming the dismissal of the claims against the Mississippi PSC defendants but reversing the dismissal of the claims against Mississippi Power. In May 2022, the U.S. Court of Appeals for the Fifth Circuit denied a petition by Mississippi Power for a rehearing en banc and remanded the case to the U.S. District Court for the Southern District of Mississippi for further proceedings. In June 2022, Mississippi Power filed with the trial court a motion to dismiss the complaint with prejudice, which was granted on March 15, 2023. On March 28, 2023, the plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the Fifth Circuit. In December 2023, the U.S Court of Appeals for the Fifth Circuit affirmed the district court's order dismissing the plaintiffs' complaint against Mississippi Power, and the plaintiffs filed a petition for panel rehearing, which was denied on January 10, 2024. The plaintiffs did not file a petition for writ of certiorari with the U.S. Supreme Court. This matter is now concluded.

Southern Power

In 2021, Southern Power and certain of its subsidiaries filed an arbitration demand with the American Arbitration Association against First Solar for defective design of actuators on trackers and inverters installed by First Solar under the engineering, procurement, and construction agreements associated with five solar projects owned by Southern Power and partners and managed by Southern Power. In 2023, Southern Power received an award of approximately $36 million and filed for confirmation in the Delaware Court of Chancery. Subsequently in 2023, First Solar filed a motion to dismiss the confirmation and, in February 2024, filed a petition to vacate the arbitration award in the Supreme Court of New York County, New York. In March 2024, Southern Power dismissed the proceeding in Delaware without prejudice and filed an opposition to First Solar's petition in the New York matter.

At March 31, 2024, $17 million of the award remains on the balance sheet as restricted cash and as a liability to fund future replacement costs. See Note (A) under "Cash, Cash Equivalents, and Restricted Cash" for additional information.

Environmental Remediation

The Southern Company system must comply with environmental laws and regulations governing the handling and disposal of waste and releases of hazardous substances. Under these various laws and regulations, the Southern Company system could incur substantial costs to clean up affected sites. The traditional electric operating companies and the natural gas distribution utilities in Illinois and Georgia have each received authority from their respective state PSCs or other applicable state regulatory agencies to recover approved environmental remediation costs through regulatory mechanisms. These regulatory mechanisms are adjusted annually or as necessary within limits approved by the state PSCs or other applicable state regulatory agencies.

Georgia Power's environmental remediation liability was $14 million at both March 31, 2024 and December 31, 2023, respectively. Georgia Power has been designated or identified as a potentially responsible party at sites

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governed by the Georgia Hazardous Site Response Act and/or by the federal Comprehensive Environmental Response, Compensation, and Liability Act, and assessment and potential cleanup of such sites is expected.

Southern Company Gas' environmental remediation liability was $228 million and $222 million at March 31, 2024 and December 31, 2023, respectively, based on the estimated cost of environmental investigation and remediation associated with known former manufactured gas plant operating sites.

The ultimate outcome of these matters cannot be determined at this time; however, as a result of the regulatory treatment for environmental remediation expenses described above, the final disposition of these matters is not expected to have a material impact on the financial statements of the applicable Registrants.

Other Matters

Traditional Electric Operating Companies

In April 2019, Bellsouth Telecommunications d/b/a AT&T Alabama (AT&T) filed a complaint against Alabama Power with the FCC alleging that the pole rental rate AT&T is required to pay pursuant to the parties' joint use agreement is unjust and unreasonable under federal law. The complaint sought a new rate and approximately $87 million in refunds of alleged overpayments for the preceding six years. In August 2019, the FCC stayed the case in favor of arbitration, which AT&T has not pursued. The joint use agreement remains in effect. The ultimate outcome of this matter cannot be determined at this time, but an adverse outcome could have a material impact on the financial statements of Southern Company and Alabama Power. Georgia Power and Mississippi Power have joint use agreements with other AT&T affiliates.

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(D) REVENUE FROM CONTRACTS WITH CUSTOMERS AND LEASE INCOME

Revenue from Contracts with Customers

The Registrants generate revenues from a variety of sources, some of which are not accounted for as revenue from contracts with customers, such as leases, derivatives, and certain cost recovery mechanisms. Included in the wholesale electric revenues of the traditional electric operating companies and Southern Power are revenues associated with affiliate transactions. These revenues are generated through long-term PPAs or short-term energy sales made in accordance with the IIC, as approved by the FERC. Amounts related to these affiliate revenues are eliminated in consolidation for Southern Company. See Note 1 to the financial statements under "Revenues" and "Affiliate Transactions" in Item 8 of the Form 10-K for additional information. See "Lease Income" herein and Note (J) for additional information on revenue accounted for under lease and derivative accounting guidance, respectively.

The following table disaggregates revenue from contracts with customers for the three months ended March 31, 2024 and 2023:


	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)






























Three Months Ended March 31, 2024
Operating revenues
Retail electric revenues
Residential	$	1,852	$	765	$	1,016	$	71	$	—	$	—
Commercial	1,471		468		932		71		—		—
Industrial	871		410		383		78		—		—
Other	30		3		25		2		—		—
Total retail electric revenues	4,224		1,646		2,356		222		—		—
Natural gas distribution revenues
Residential	745		—		—		—		—		745
Commercial	176		—		—		—		—		176
Transportation	361		—		—		—		—		361
Industrial	16		—		—		—		—		16
Other	113		—		—		—		—		113
Total natural gas distribution revenues	1,411		—		—		—		—		1,411
Wholesale electric revenues
PPA energy revenues	272		57		18		1		202		—
PPA capacity revenues	153		24		32		16		97		—
Non-PPA revenues	58		41		—		93		58		—
Total wholesale electric revenues	483		122		50		110		357		—
Other natural gas revenues

Gas marketing services	233		—		—		—		—		233
Other natural gas revenues	5		—		—		—		—		5
Total natural gas revenues	238		—		—		—		—		238
Other revenues	326		52		151		11		12		—
Total revenue from contracts with customers	6,682		1,820		2,557		343		369		1,649
Other revenue sources(*)	(36)		(29)		(159)		(1)		104		58

Total operating revenues	$	6,646	$	1,791	$	2,398	$	342	$	473	$	1,707

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	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Three Months Ended March 31, 2023
Operating revenues
Retail electric revenues
Residential	$	1,525	$	659	$	801	$	65	$	—	$	—
Commercial	1,251		430		753		68		—		—
Industrial	789		398		313		78		—		—
Other	27		3		22		2		—		—
Total retail electric revenues	3,592		1,490		1,889		213		—		—
Natural gas distribution revenues
Residential	896		—		—		—		—		896
Commercial	232		—		—		—		—		232
Transportation	319		—		—		—		—		319
Industrial	23		—		—		—		—		23
Other	117		—		—		—		—		117
Total natural gas distribution revenues	1,587		—		—		—		—		1,587
Wholesale electric revenues
PPA energy revenues	284		72		12		4		202		—
PPA capacity revenues	190		60		11		32		89		—
Non-PPA revenues	36		20		3		107		103		—
Total wholesale electric revenues	510		152		26		143		394		—
Other natural gas revenues

Gas marketing services	231		—		—		—		—		231
Other natural gas revenues	11		—		—		—		—		11
Total natural gas revenues	242		—		—		—		—		242
Other revenues	310		54		132		11		11		—
Total revenue from contracts with customers	6,241		1,696		2,047		367		405		1,829
Other revenue sources(*)	239		(49)		129		23		103		46

Total operating revenues	$	6,480	$	1,647	$	2,176	$	390	$	508	$	1,875

(*)Other revenue sources relate to revenues from customers accounted for as derivatives and leases, alternative revenue programs at Southern Company Gas, and cost recovery mechanisms and revenues (including those related to fuel costs) that meet other scope exceptions for revenues from contracts with customers at the traditional electric operating companies.

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Contract Balances

The following table reflects the closing balances of receivables, contract assets, and contract liabilities related to revenues from contracts with customers at March 31, 2024 and December 31, 2023:


	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Accounts Receivable
At March 31, 2024	$	2,793	$	737	$	986	$	80	$	80	$	699
At December 31, 2023	2,820		821		1,011		90		122		684
Contract Assets
At March 31, 2024	$	290	$	3	$	119	$	—	$	—	$	59
At December 31, 2023	271		2		121		—		—		56
Contract Liabilities
At March 31, 2024	$	207	$	—	$	19	$	—	$	1	$	—
At December 31, 2023	116		—		1		—		4		—

Contract assets for Georgia Power primarily relate to retail customer fixed bill programs, where the payment is contingent upon Georgia Power's continued performance and the customer's continued participation in the program over a one-year contract term, and unregulated service agreements, where payment is contingent on project completion. Contract liabilities for Georgia Power primarily relate to cash collections recognized in advance of revenue for unregulated service agreements. Southern Company Gas' contract assets relate to work performed on an energy efficiency enhancement and upgrade contract with the U.S. General Services Administration. Southern Company Gas receives cash advances from a third-party financial institution to fund work performed, of which approximately $65 million had been received at March 31, 2024. These advances have been accounted for as long-term debt on the balance sheets. See Note 1 to the financial statements under "Affiliate Transactions" in Item 8 of the Form 10-K for additional information regarding the construction contract. At March 31, 2024 and December 31, 2023, Southern Company's unregulated distributed generation business had contract assets of $108 million and $91 million, respectively, and contract liabilities of $188 million and $115 million, respectively, for outstanding performance obligations, all of which are expected to be satisfied within one year.

Revenues recognized in the three months ended March 31, 2024, which were included in contract liabilities at December 31, 2023, were $28 million for Southern Company and immaterial for the other Registrants. Contract liabilities are primarily classified as current on the balance sheets as the corresponding revenues are generally expected to be recognized within one year.

Remaining Performance Obligations

Southern Company's subsidiaries may enter into long-term contracts with customers in which revenues are recognized as performance obligations are satisfied over the contract term. For the traditional electric operating companies and Southern Power, these contracts primarily relate to PPAs whereby electricity and generation capacity are provided to a customer. The revenue recognized for the delivery of electricity is variable; however, certain PPAs include a fixed payment for fixed generation capacity over the term of the contract. For Southern Company Gas, these contracts primarily relate to the U.S. General Services Administration contract described above. Southern Company's unregulated distributed generation business also has partially satisfied performance

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obligations related to certain fixed price contracts. Revenues from contracts with customers related to these performance obligations remaining at March 31, 2024 are expected to be recognized as follows:


	2024 (remaining)		2025		2026		2027		2028		Thereafter
	(in millions)
Southern Company	$	882	$	597	$	343	$	430	$	325	$	2,052
Alabama Power	18		9		—		—		—		—
Georgia Power	58		50		18		17		17		17
Mississippi Power(*)	45		63		66		69		73		—
Southern Power(*)	284		301		299		306		297		2,041
Southern Company Gas	18		—		—		—		—		—

(*)Includes performance obligations related to affiliate PPAs with Georgia Power. See Note 1 to the financial statements under "Affiliate Transactions" in Item 8 of the Form 10-K for additional information.

Lease Income

Lease income for the three months ended March 31, 2024 and 2023 is as follows:


	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)






For the Three Months Ended March 31, 2024
Lease income - interest income on sales-type leases	$	5	$	—	$	—	$	3	$	2	$	—
Lease income - operating leases	35		3		7		1		21		9
Variable lease income	72		—		—		—		79		—
Total lease income	$	112	$	3	$	7	$	4	$	102	$	9







For the Three Months Ended March 31, 2023
Lease income - interest income on sales-type leases	$	6	$	—	$	—	$	4	$	2	$	—
Lease income - operating leases	49		18		7		1		21		9
Variable lease income	69		—		—		—		75		—
Total lease income	$	124	$	18	$	7	$	5	$	98	$	9

Lease payments received under tolling arrangements and PPAs consist of either scheduled payments or variable payments based on the amount of energy produced by the underlying electric generating units. Lease income related to PPAs for Alabama Power and Southern Power is included in wholesale revenues.

(E) CONSOLIDATED ENTITIES AND EQUITY METHOD INVESTMENTS

See Note 7 to the financial statements in Item 8 of the Form 10-K for additional information.

Southern Company

At March 31, 2024 and December 31, 2023, Southern Holdings had equity method investments totaling $128 million and $126 million, respectively, primarily related to investments in venture capital funds focused on energy and utility investments. Earnings from these investments were immaterial for both periods presented.

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Southern Power

Variable Interest Entities

Southern Power has certain subsidiaries that are determined to be VIEs. Southern Power is considered the primary beneficiary of these VIEs because it controls the most significant activities of the VIEs, including operating and maintaining the respective assets, and has the obligation to absorb expected losses of these VIEs to the extent of its equity interests.

SP Solar and SP Wind

At March 31, 2024 and December 31, 2023, SP Solar had total assets of $5.6 billion, total liabilities of $407 million and $399 million, respectively, and noncontrolling interests of $1.0 billion. Cash distributions from SP Solar are allocated 67% to Southern Power and 33% to the limited partner in accordance with their partnership interest percentage. Under the terms of the limited partnership agreement, distributions without limited partner consent are limited to available cash and SP Solar is obligated to distribute all such available cash to its partners each quarter. Available cash includes all cash generated in the quarter subject to the maintenance of appropriate operating reserves.

At March 31, 2024 and December 31, 2023, SP Wind had total assets of $2.1 billion, total liabilities of $196 million and $187 million, respectively, and noncontrolling interests of $37 million and $38 million, respectively. Under the terms of the limited liability agreement, distributions without Class A member consent are limited to available cash and SP Wind is obligated to distribute all such available cash to its members each quarter. Available cash includes all cash generated in the quarter subject to the maintenance of appropriate operating reserves. Cash distributions from SP Wind are generally allocated 60% to Southern Power and 40% to the three financial investors in accordance with the limited liability agreement.

Southern Power consolidates both SP Solar and SP Wind, as the primary beneficiary, since it controls the most significant activities of each entity, including operating and maintaining their assets. Certain transfers and sales of the assets in the VIEs are subject to partner consent and the liabilities are non-recourse to the general credit of Southern Power. Liabilities consist of customary working capital items and do not include any long-term debt.

Other Variable Interest Entities

Southern Power has other consolidated VIEs that relate to certain subsidiaries that have either sold noncontrolling interests to tax equity investors or acquired less than a 100% interest from facility developers. These entities are considered VIEs because the arrangements are structured similar to a limited partnership and the noncontrolling members do not have substantive kick-out rights.

At March 31, 2024 and December 31, 2023, the other VIEs had total assets of $1.7 billion, total liabilities of $238 million and $230 million, respectively, and noncontrolling interests of $742 million and $761 million, respectively. Under the terms of the partnership agreements, distributions of all available cash are required each month or quarter and additional distributions require partner consent.

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Southern Company Gas

Equity Method Investments

The carrying amounts of Southern Company Gas' equity method investments at March 31, 2024 and December 31, 2023 and related earnings from those investments for the three months ended March 31, 2024 and 2023 were as follows:


Investment Balance	March 31, 2024		December 31, 2023
	(in millions)
SNG	$	1,227	$	1,202
Other	33		33
Total	$	1,260	$	1,235


	Three Months Ended March 31,
Earnings from Equity Method Investments		2024		2023
		(in millions)
SNG		$	44	$	44
Other		—		1
Total		$	44	$	45

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(F) FINANCING

Bank Credit Arrangements

See Note 8 to the financial statements under "Bank Credit Arrangements" in Item 8 of the Form 10-K for additional information.

At March 31, 2024, committed credit arrangements with banks were as follows:


	Expires
Company	2024		2026		2027		2028		Total		Unused		Expires within One Year
	(in millions)
Southern Company parent(a)	$	150	$	—	$	—	$	1,850	$	2,000	$	1,998	$	150
Alabama Power	—		650		—		700		1,350		1,350		—
Georgia Power	—		—		—		1,750		1,750		1,726		—
Mississippi Power	—		150		125		—		275		275		—
Southern Power(a)(b)	—		—		—		600		600		600		—
Southern Company Gas(c)	100		—		—		1,500		1,600		1,598		100
SEGCO	30		—		—		—		30		30		30
Southern Company	$	280	$	800	$	125	$	6,400	$	7,605	$	7,577	$	280

(a)Arrangement expiring in 2028 represents a $2.45 billion combined arrangement for Southern Company and Southern Power as borrowers. Pursuant to the combined facility, the allocations between Southern Company and Southern Power may be adjusted.

(b)Does not include Southern Power Company's $75 million and $100 million continuing letter of credit facilities for standby letters of credit, expiring in 2025 and 2026, respectively, of which $8 million and $7 million, respectively, was unused at March 31, 2024. Southern Power's subsidiaries are not parties to its bank credit arrangements or letter of credit facilities.

(c)Southern Company Gas, as the parent entity, guarantees the obligations of Southern Company Gas Capital, which is the borrower of $800 million of the credit arrangement expiring in 2028. Southern Company Gas' committed credit arrangement expiring in 2028 also includes $700 million for which Nicor Gas is the borrower and which is restricted for working capital needs of Nicor Gas. Pursuant to the multi-year credit arrangement expiring in 2028, the allocations between Southern Company Gas Capital and Nicor Gas may be adjusted. Nicor Gas is also the borrower under a $100 million credit arrangement expiring in 2024.

As reflected in the table above, in March 2024, Mississippi Power amended and restated a $125 million multi-year credit arrangement, which, among other things, extended the maturity date from 2025 to 2027.

Subject to applicable market conditions, Southern Company and its subsidiaries expect to renew or replace their bank credit arrangements as needed, prior to expiration. In connection therewith, Southern Company and its subsidiaries may extend the maturity dates and/or increase or decrease the lending commitments thereunder.

These bank credit arrangements, as well as the term loan arrangements of the Registrants, Nicor Gas, and SEGCO, contain covenants that limit debt levels and contain cross-acceleration provisions to other indebtedness (including guarantee obligations) that are restricted only to the indebtedness of the individual company. The cross-acceleration provisions to other indebtedness would trigger an event of default if the applicable borrower defaulted on indebtedness, the payment of which was then accelerated. At March 31, 2024, the Registrants, Nicor Gas, and SEGCO were in compliance with all such covenants. None of the bank credit arrangements contain material adverse change clauses at the time of borrowings.

A portion of the unused credit with banks is allocated to provide liquidity support to certain revenue bonds of the traditional electric operating companies and the commercial paper programs of the Registrants, Nicor Gas, and SEGCO. At March 31, 2024, outstanding variable rate demand revenue bonds of the traditional electric operating companies with allocated liquidity support totaled approximately $1.7 billion (comprised of approximately $796 million at Alabama Power, $819 million at Georgia Power, and $69 million at Mississippi Power). In addition, at March 31, 2024, Alabama Power and Georgia Power had approximately $120 million and $155 million, respectively, of fixed rate revenue bonds outstanding that are required to be remarketed within the next 12 months.

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(UNAUDITED)

Alabama Power's $120 million of fixed rate revenue bonds are classified as securities due within one year on its balance sheets as they are not covered by long-term committed credit. All other variable rate demand revenue bonds and fixed rate revenue bonds required to be remarketed within the next 12 months are classified as long-term debt on the balance sheets as a result of available long-term committed credit.

Earnings per Share

For Southern Company, the only difference in computing basic and diluted earnings per share (EPS) is attributable to awards outstanding under stock-based compensation plans and the Series 2023A convertible senior notes. EPS dilution resulting from stock-based compensation plans is determined using the treasury stock method and EPS dilution resulting from the Series 2023A convertible senior notes is determined using the net share settlement method. See Note 8 to the financial statements under "Convertible Senior Notes" and Note 12 to the financial statements in Item 8 of the Form 10-K for additional information. Shares used to compute diluted EPS were as follows:


	Three Months Ended March 31,
		2024	2023
		(in millions)
As reported shares		1,094	1,091
Effect of stock-based compensation		6	7
Diluted shares		1,100	1,098

For the three months ended March 31, 2024, an immaterial number of stock-based compensation awards was excluded from the diluted EPS calculation because the awards were anti-dilutive. For the three months ended March 31, 2023, there were no anti-dilutive shares.

For both periods presented, there was no dilution resulting from the Series 2023A convertible senior notes.

(G) INCOME TAXES

See Note 10 to the financial statements in Item 8 of the Form 10-K for additional tax information.

Effective Tax Rate

Southern Company's effective tax rate is typically lower than the statutory rate due to employee stock plans' dividend deduction, non-taxable AFUDC equity at the traditional electric operating companies, flowback of excess deferred income taxes at the regulated utilities, and federal income tax benefits from ITCs and PTCs.

Details of significant changes in the effective tax rate for the applicable Registrants are provided herein.

Southern Company

Southern Company's effective tax rate was 17.2% for the three months ended March 31, 2024 compared to 10.8% for the corresponding period in 2023. The effective tax rate increase was primarily due to a decrease in the flowback of certain excess deferred income taxes at Alabama Power and higher pre-tax earnings, partially offset by an increase in PTCs primarily at Georgia Power.

Alabama Power

Alabama Power's effective tax rate was 20.4% for the three months ended March 31, 2024 compared to an effective tax benefit rate of (0.8)% for the corresponding period in 2023. The effective tax rate increase was primarily due to a decrease in the flowback of certain excess deferred income taxes.

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(UNAUDITED)

Georgia Power

Georgia Power's effective tax rate was 15.3% for the three months ended March 31, 2024 compared to 15.1% for the corresponding period in 2023. The effective tax rate increase was primarily due to higher pre-tax earnings, partially offset by an increase in PTCs.

Southern Power

Southern Power's effective tax benefit rate was (57.1)% for the three months ended March 31, 2024 compared to (20.7)% for the corresponding period in 2023. The effective tax rate decrease was primarily due to an increase in PTCs and lower pre-tax earnings.

(H) RETIREMENT BENEFITS

The Southern Company system has a qualified defined benefit, trusteed, pension plan covering substantially all employees, with the exception of employees at PowerSecure. The qualified pension plan is funded in accordance with requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA). No mandatory contributions to the qualified pension plan are anticipated for the year ending December 31, 2024. The Southern Company system also provides certain non-qualified defined benefits for a select group of management and highly compensated employees, which are funded on a cash basis. In addition, the Southern Company system provides certain medical care and life insurance benefits for retired employees through other postretirement benefit plans. The traditional electric operating companies fund other postretirement trusts to the extent required by their respective regulatory commissions. Southern Company Gas has a separate unfunded supplemental retirement health care plan that provides medical care and life insurance benefits to employees of discontinued businesses.

See Note 11 to the financial statements in Item 8 of the Form 10-K for additional information.

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(UNAUDITED)

On each Registrant's condensed statements of income, the service cost component of net periodic benefit costs is included in other operations and maintenance expenses and all other components of net periodic benefit costs are included in other income (expense), net. Components of the net periodic benefit costs for the three months ended March 31, 2024 and 2023 are presented in the following tables.


	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)





















Three Months Ended March 31, 2024
Pension Plans
Service cost	$	73	$	17	$	18	$	3	$	2	$	7
Interest cost	159		37		48		7		2		10
Expected return on plan assets	(316)		(77)		(99)		(14)		(4)		(21)
Amortization:
Prior service costs	—		—		—		—		—		(1)
Regulatory asset	—		—		—		—		—		4
Net loss	14		4		5		—		—		—
Net periodic pension income	$	(70)	$	(19)	$	(28)	$	(4)	$	—	$	(1)

Postretirement Benefits
Service cost	$	4	$	1	$	1	$	—	$	—	$	—
Interest cost	16		4		6		1		—		2
Expected return on plan assets	(22)		(9)		(8)		—		—		(2)
Amortization:
Prior service costs	1		—		—		—		—		—
Regulatory asset	—		—		—		—		—		2
Net gain	(4)		—		(1)		(1)		—		(1)
Net periodic postretirement benefit cost (income)	$	(5)	$	(4)	$	(2)	$	—	$	—	$	1

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(UNAUDITED)


	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)





















Three Months Ended March 31, 2023
Pension Plans
Service cost	$	69	$	16	$	17	$	3	$	2	$	6
Interest cost	156		36		48		7		2		11
Expected return on plan assets	(307)		(74)		(96)		(14)		(4)		(22)
Amortization:
Prior service costs	—		—		—		—		—		(1)
Regulatory asset	—		—		—		—		—		4
Net (gain) loss	8		2		3		—		—		(1)
Net periodic pension income	$	(74)	$	(20)	$	(28)	$	(4)	$	—	$	(3)

Postretirement Benefits
Service cost	$	4	$	1	$	1	$	—	$	—	$	—
Interest cost	18		4		6		1		—		2
Expected return on plan assets	(21)		(8)		(7)		(1)		—		(2)
Amortization:

Regulatory asset	—		—		—		—		—		2
Net gain	(3)		(1)		(1)		—		—		(1)
Net periodic postretirement benefit cost (income)	$	(2)	$	(4)	$	(1)	$	—	$	—	$	1

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(UNAUDITED)

(I) FAIR VALUE MEASUREMENTS

At March 31, 2024, assets and liabilities measured at fair value on a recurring basis during the period, together with their associated level of the fair value hierarchy, were as follows:


	Fair Value Measurements Using:
At March 31, 2024	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Net Asset Value as a Practical Expedient (NAV)		Total
	(in millions)
Southern Company
Assets:
Energy-related derivatives(a)	$	3	$	45	$	—	$	—	$	48


Investments in trusts:(b)
Domestic equity	789		234		—		—		1,023
Foreign equity	155		180		—		—		335
U.S. Treasury and government agency securities	—		373		—		—		373
Municipal bonds	—		44		—		—		44
Pooled funds – fixed income	—		7		—		—		7
Corporate bonds	—		425		—		—		425
Mortgage and asset backed securities	—		93		—		—		93
Private equity	—		—		—		170		170
Cash and cash equivalents	1		—		—		—		1
Other	44		4		—		9		57
Cash equivalents and restricted cash	161		21		—		—		182
Other investments	9		24		8		—		41
Total	$	1,162	$	1,450	$	8	$	179	$	2,799
Liabilities:
Energy-related derivatives(a)	$	38	$	292	$	—	$	—	$	330
Interest rate derivatives	—		295		—		—		295
Foreign currency derivatives	—		166		—		—		166
Contingent consideration	3		—		16		—		19
Other	—		13		—		—		13
Total	$	41	$	766	$	16	$	—	$	823

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(UNAUDITED)


	Fair Value Measurements Using:
At March 31, 2024	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Net Asset Value as a Practical Expedient (NAV)		Total
	(in millions)
Alabama Power
Assets:
Energy-related derivatives	$	—	$	12	$	—	$	—	$	12

Nuclear decommissioning trusts:(b)
Domestic equity	438		226		—		—		664
Foreign equity	155		—		—		—		155
U.S. Treasury and government agency securities	—		22		—		—		22
Municipal bonds	—		1		—		—		1
Corporate bonds	—		258		—		—		258
Mortgage and asset backed securities	—		28		—		—		28
Private equity	—		—		—		170		170
Other	19		1		—		9		29
Cash equivalents and restricted cash	46		21		—		—		67
Other investments	—		24		—		—		24
Total	$	658	$	593	$	—	$	179	$	1,430
Liabilities:
Energy-related derivatives	$	—	$	101	$	—	$	—	$	101



Georgia Power
Assets:
Energy-related derivatives	$	—	$	13	$	—	$	—	$	13

Nuclear decommissioning trusts:(b)
Domestic equity	351		1		—		—		352
Foreign equity	—		179		—		—		179
U.S. Treasury and government agency securities	—		351		—		—		351
Municipal bonds	—		43		—		—		43
Corporate bonds	—		167		—		—		167
Mortgage and asset backed securities	—		65		—		—		65
Other	25		3		—		—		28

Total	$	376	$	822	$	—	$	—	$	1,198
Liabilities:
Energy-related derivatives	$	—	$	115	$	—	$	—	$	115

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(UNAUDITED)


	Fair Value Measurements Using:
At March 31, 2024	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Net Asset Value as a Practical Expedient (NAV)		Total
	(in millions)
Mississippi Power
Assets:
Energy-related derivatives	$	—	$	13	$	—	$	—	$	13



Liabilities:
Energy-related derivatives	$	—	$	60	$	—	$	—	$	60



Southern Power
Assets:
Energy-related derivatives	$	—	$	3	$	—	$	—	$	3



Liabilities:
Energy-related derivatives	$	—	$	5	$	—	$	—	$	5
Foreign currency derivatives	—		36		—		—		36
Contingent consideration	3		—		16		—		19
Other	—		13		—		—		13
Total	$	3	$	54	$	16	$	—	$	73

Southern Company Gas
Assets:
Energy-related derivatives(a)	$	3	$	4	$	—	$	—	$	7

Non-qualified deferred compensation trusts:
Domestic equity			7		—		—		7
Foreign equity			1		—		—		1
Pooled funds – fixed income			7		—		—		7
Cash and cash equivalents	1		—		—		—		1


Total	$	4	$	19	$	—	$	—	$	23
Liabilities:
Energy-related derivatives(a)	$	38	$	11	$	—	$	—	$	49
Interest rate derivatives	—		83		—		—		83

Total	$	38	$	94	$	—	$	—	$	132

(a)Excludes cash collateral of $54 million.

(b)Excludes receivables related to investment income, pending investment sales, payables related to pending investment purchases, and currencies. See Note 6 to the financial statements in Item 8 of the Form 10-K for additional information.

Southern Company, Alabama Power, and Georgia Power continue to elect the option to fair value investment securities held in the nuclear decommissioning trust funds. The fair value of the funds, including reinvested interest and dividends and excluding the funds' expenses, increased (decreased) by the amounts shown in the table below for

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(UNAUDITED)

the three months ended March 31, 2024 and 2023. The changes were recorded as a change to the regulatory assets and liabilities related to AROs for Georgia Power and Alabama Power, respectively.


	Three Months Ended
Fair value increases (decreases)		March 31, 2024		March 31, 2023
		(in millions)
Southern Company		$	103	$	102
Alabama Power		68		45
Georgia Power		35		57

Valuation Methodologies

The energy-related derivatives primarily consist of exchange-traded and over-the-counter financial products for natural gas and physical power products, including, from time to time, basis swaps. These are standard products used within the energy industry and are valued using the market approach. The inputs used are mainly from observable market sources, such as forward natural gas prices, power prices, implied volatility, and overnight index swap interest rates. Interest rate derivatives are also standard over-the-counter products that are valued using observable market data and assumptions commonly used by market participants. The fair value of interest rate derivatives reflects the net present value of expected payments and receipts under the swap agreement based on the market's expectation of future interest rates. Additional inputs to the net present value calculation may include the contract terms, counterparty credit risk, and occasionally, implied volatility of interest rate options. The fair value of cross-currency swaps reflects the net present value of expected payments and receipts under the swap agreement based on the market's expectation of future foreign currency exchange rates. Additional inputs to the net present value calculation may include the contract terms, counterparty credit risk, and discount rates. The interest rate derivatives and cross-currency swaps are categorized as Level 2 under Fair Value Measurements as these inputs are based on observable data and valuations of similar instruments. See Note (J) for additional information on how these derivatives are used.

For fair value measurements of the investments within the nuclear decommissioning trusts and the non-qualified deferred compensation trusts, external pricing vendors are designated for each asset class with each security specifically assigned a primary pricing source. For investments held within commingled funds, fair value is determined at the end of each business day through the net asset value, which is established by obtaining the underlying securities' individual prices from the primary pricing source. A market price secured from the primary source vendor is then evaluated by management in its valuation of the assets within the trusts. As a general approach, fixed income market pricing vendors gather market data (including indices and market research reports) and integrate relative credit information, observed market movements, and sector news into proprietary pricing models, pricing systems, and mathematical tools. Dealer quotes and other market information, including live trading levels and pricing analysts' judgments, are also obtained when available.

The NRC requires licensees of commissioned nuclear power reactors to establish a plan for providing reasonable assurance of funds for future decommissioning. See Note 6 to the financial statements under "Nuclear Decommissioning" in Item 8 of the Form 10-K for additional information.

Southern Power has contingent payment obligations related to two of its acquisitions whereby it is primarily obligated to make generation-based payments to the seller, commencing at the commercial operation of each facility and continuing through 2026 and 2035, respectively. The obligations are primarily categorized as Level 3 under Fair Value Measurements as the fair value is determined using significant unobservable inputs for the forecasted facility's generation in MW-hours, as well as other inputs such as a fixed dollar amount per MW-hour, and a discount rate. The fair value of contingent consideration reflects the net present value of expected payments and any periodic change arising from forecasted generation is expected to be immaterial.

Southern Power also has payment obligations through 2040 whereby it must reimburse the transmission owners for interconnection facilities and network upgrades constructed to support connection of a Southern Power generating

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(UNAUDITED)

facility to the transmission system. The obligations are categorized as Level 2 under Fair Value Measurements as the fair value is determined using observable inputs for the contracted amounts and reimbursement period, as well as a discount rate. The fair value of the obligations reflects the net present value of expected payments.

"Other investments" primarily includes investments traded in the open market that have maturities greater than 90 days, which are categorized as Level 2 under Fair Value Measurements and are comprised of corporate bonds, bank certificates of deposit, treasury bonds, and/or agency bonds.

At March 31, 2024, the fair value measurements of private market investments held in Alabama Power's nuclear decommissioning trusts that are calculated at net asset value per share (or its equivalent) as a practical expedient totaled $179 million and unfunded commitments related to the private market investments totaled $83 million. Private market investments include high-quality private equity funds across several market sectors, funds that invest in real estate assets, and a private credit fund. Private market funds do not have redemption rights. Distributions from these funds will be received as the underlying investments in the funds are liquidated.

At March 31, 2024, other financial instruments for which the carrying amount did not equal fair value were as follows:


	Southern Company*()**		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas*()**
	(in billions)
Long-term debt, including securities due within one year:
Carrying amount	$	61.0	$	11.2	$	17.8	$	1.8	$	2.7	$	7.8
Fair value	55.9		9.9		16.2		1.6		2.6		6.7

(*)The carrying amount of Southern Company Gas' long-term debt includes fair value adjustments from the effective date of the 2016 merger with Southern Company. Southern Company Gas amortizes the fair value adjustments over the remaining lives of the respective bonds, the latest being through 2043.

The fair values are determined using Level 2 measurements and are based on quoted market prices for the same or similar issues or on the current rates available to the Registrants.

(J) DERIVATIVES

The Registrants are exposed to market risks, including commodity price risk, interest rate risk, weather risk, and occasionally foreign currency exchange rate risk. To manage the volatility attributable to these exposures, each company nets its exposures, where possible, to take advantage of natural offsets and enters into various derivative transactions for the remaining exposures pursuant to each company's policies in areas such as counterparty exposure and risk management practices. For the traditional electric operating companies, Southern Power, and Southern Company Gas' other businesses, each company's policy is that derivatives are to be used primarily for hedging purposes and mandates strict adherence to all applicable risk management policies. Derivative positions are monitored using techniques including, but not limited to, market valuation, value at risk, stress testing, and sensitivity analysis. Derivative instruments are recognized at fair value in the balance sheets as either assets or liabilities and are presented on a net basis. See Note (I) for additional fair value information. In the statements of cash flows, any cash impacts of settled energy-related and interest rate derivatives are recorded as operating activities. Any cash impacts of settled foreign currency derivatives are classified as operating or financing activities to correspond with the classification of the hedged interest or principal, respectively. See Note 1 to the financial statements under "Financial Instruments" in Item 8 of the Form 10-K for additional information.

Energy-Related Derivatives

The Subsidiary Registrants enter into energy-related derivatives to hedge exposures to electricity, natural gas, and other fuel price changes. However, due to cost-based rate regulations and other various cost recovery mechanisms, the traditional electric operating companies and the natural gas distribution utilities have limited exposure to market volatility in energy-related commodity prices. Each of the traditional electric operating companies and certain of the

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(UNAUDITED)

natural gas distribution utilities of Southern Company Gas manage fuel-hedging programs, implemented per the guidelines of their respective state PSCs or other applicable state regulatory agencies, through the use of financial derivative contracts, which are expected to continue to mitigate price volatility. The traditional electric operating companies (with respect to wholesale generating capacity) and Southern Power have limited exposure to market volatility in energy-related commodity prices because their long-term sales contracts shift substantially all fuel cost responsibility to the purchaser. However, the traditional electric operating companies and Southern Power may be exposed to market volatility in energy-related commodity prices to the extent any uncontracted capacity is used to sell electricity. Southern Company Gas retains exposure to price changes that can, in a volatile energy market, be material and can adversely affect its results of operations.

Southern Company Gas also enters into weather derivative contracts as economic hedges in the event of warmer-than-normal weather. Exchange-traded options are carried at fair value, with changes reflected in natural gas revenues. Non-exchange-traded options are accounted for using the intrinsic value method. Changes in the intrinsic value for non-exchange-traded contracts are reflected in natural gas revenues.

Energy-related derivative contracts are accounted for under one of three methods:

Regulatory Hedges – Energy-related derivative contracts designated as regulatory hedges relate primarily to the traditional electric operating companies' and the natural gas distribution utilities' fuel-hedging programs, where gains and losses are initially recorded as regulatory liabilities and assets, respectively, and then are included in fuel expense as the underlying fuel is used in operations and ultimately recovered through an approved cost recovery mechanism.
Cash Flow Hedges – Gains and losses on energy-related derivatives designated as cash flow hedges (which are mainly used to hedge anticipated purchases and sales) are initially deferred in accumulated OCI before being recognized in the statements of income in the same period and in the same income statement line item as the earnings effect of the hedged transactions.
Not Designated – Gains and losses on energy-related derivative contracts that are not designated or fail to qualify as hedges are recognized in the statements of income as incurred.

Some energy-related derivative contracts require physical delivery as opposed to financial settlement, and this type of derivative is both common and prevalent within the electric and natural gas industries. When an energy-related derivative contract is settled physically, any cumulative unrealized gain or loss is reversed and the contract price is recognized in the respective line item representing the actual price of the underlying goods being delivered.

At March 31, 2024, the net volume of energy-related derivative contracts for natural gas positions, together with the longest hedge date over which the respective entity is hedging its exposure to the variability in future cash flows for forecasted transactions and the longest non-hedge date for derivatives not designated as hedges, were as follows:


	Net Purchased mmBtu	Longest Hedge Date	Longest Non-Hedge Date
	(in millions)
Southern Company(*)	475	2030	2028
Alabama Power	125	2027	2024
Georgia Power	142	2026	2024
Mississippi Power	108	2028	2024
Southern Power	7	2030	2024
Southern Company Gas(*)	93	2027	2028

(*)Southern Company Gas' derivative instruments include both long and short natural gas positions. A long position is a contract to purchase natural gas and a short position is a contract to sell natural gas. Southern Company Gas' volume represents the net of 100.7 million mmBtu long natural gas positions and 7.8 million mmBtu short natural gas positions at March 31, 2024, which is also included in Southern Company's total volume.

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(UNAUDITED)

In addition to the volumes discussed above, the traditional electric operating companies and Southern Power enter into physical natural gas supply contracts that provide the option to sell back excess natural gas due to operational constraints. The maximum expected volume of natural gas subject to such a feature is 13 million mmBtu for Southern Company, which includes 3 million mmBtu for Alabama Power, 5 million mmBtu for Georgia Power, 2 million mmBtu for Mississippi Power, and 3 million mmBtu for Southern Power.

For cash flow hedges of energy-related derivatives, the estimated pre-tax losses expected to be reclassified from accumulated OCI to earnings for the 12-month period ending March 31, 2025 are $20 million for Southern Company, $16 million for Southern Company Gas, and immaterial for Southern Power.

Interest Rate Derivatives

Southern Company and certain subsidiaries may enter into interest rate derivatives to hedge exposure to changes in interest rates. Derivatives related to existing variable rate securities or forecasted transactions are accounted for as cash flow hedges where the derivatives' fair value gains or losses are recorded in OCI and are reclassified into earnings at the same time and presented on the same income statement line item as the earnings effect of the hedged transactions. Derivatives related to existing fixed rate securities are accounted for as fair value hedges, where the derivatives' fair value gains or losses and hedged items' fair value gains or losses are both recorded directly to earnings on the same income statement line item. Fair value gains or losses on derivatives that are not designated or fail to qualify as hedges are recognized in the statements of income as incurred.

At March 31, 2024, the following interest rate derivatives were outstanding:


	Notional Amount		Weighted Average Interest Rate Paid	Interest Rate Received	Hedge Maturity Date	Fair Value Gain (Loss) at March 31, 2024
	(in millions)					(in millions)



Fair Value Hedges of Existing Debt
Southern Company parent	$	400	1-month SOFR + 0.80%	1.75%	March 2028	$	(46)
Southern Company parent	1,000		1-month SOFR + 2.48%	3.70%	April 2030	(166)
Southern Company Gas	500		1-month SOFR + 0.49%	1.75%	January 2031	(83)
Southern Company	$	1,900				$	(295)

For cash flow hedges of interest rate derivatives, the estimated pre-tax gains and (losses) expected to be reclassified from accumulated OCI to interest expense for the 12-month period ending March 31, 2025 are $(17) million for Southern Company and immaterial for the traditional electric operating companies and Southern Company Gas. Deferred gains and losses related to interest rate derivatives are expected to be amortized into earnings through 2054 for Southern Company, Georgia Power, and Mississippi Power, 2052 for Alabama Power, and 2046 for Southern Company Gas.

Foreign Currency Derivatives

Southern Company and certain subsidiaries, including Southern Power, may enter into foreign currency derivatives to hedge exposure to changes in foreign currency exchange rates, such as that arising from the issuance of debt denominated in a currency other than U.S. dollars. Derivatives related to forecasted transactions are accounted for as cash flow hedges where the derivatives' fair value gains or losses are recorded in OCI and are reclassified into earnings at the same time and on the same income statement line as the earnings effect of the hedged transactions, including foreign currency gains or losses arising from changes in the U.S. currency exchange rates. Derivatives related to existing fixed rate securities are accounted for as fair value hedges, where the derivatives' fair value gains or losses and hedged items' fair value gains or losses are both recorded directly to earnings on the same income

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(UNAUDITED)

statement line item, including foreign currency gains or losses arising from changes in the U.S. currency exchange rates. Southern Company has elected to exclude the cross-currency basis spread from the assessment of effectiveness in the fair value hedges of its foreign currency risk and record any difference between the change in the fair value of the excluded components and the amounts recognized in earnings as a component of OCI.

At March 31, 2024, the following foreign currency derivatives were outstanding:


	Pay Notional		Pay Rate	Receive Notional		Receive Rate	Hedge Maturity Date	Fair Value Gain (Loss) at March 31, 2024
	(in millions)			(in millions)				(in millions)
Cash Flow Hedges of Existing Debt
Southern Power	$	564	3.78%	€	500	1.85%	June 2026	$	(36)

Fair Value Hedges of Existing Debt

Southern Company parent	1,476		3.39%	1,250		1.88%	September 2027	(130)


Southern Company	$	2,040		€	1,750			$	(166)

For cash flow hedges of foreign currency derivatives, the estimated pre-tax losses expected to be reclassified from accumulated OCI to earnings for the 12-month period ending March 31, 2025 are immaterial for Southern Power.

Derivative Financial Statement Presentation and Amounts

The Registrants enter into derivative contracts that may contain certain provisions that permit intra-contract netting of derivative receivables and payables for routine billing and offsets related to events of default and settlements. Southern Company and certain subsidiaries also utilize master netting agreements to mitigate exposure to counterparty credit risk. These agreements may contain provisions that permit netting across product lines and against cash collateral. The fair value amounts of derivative assets and liabilities on the balance sheets are presented net to the extent that there are netting arrangements or similar agreements with the counterparties.

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(UNAUDITED)

The fair value of energy-related derivatives, interest rate derivatives, and foreign currency derivatives was reflected in the balance sheets as follows:


	At March 31, 2024				At December 31, 2023
Derivative Category and Balance Sheet Location	Assets		Liabilities		Assets		Liabilities
	(in millions)				(in millions)
Southern Company
Energy-related derivatives designated as hedging instruments for regulatory purposes

Other current assets/Liabilities from risk management activities, net of collateral	$	13	$	208	$	12	$	198
Other current assets/Other deferred credits and liabilities	29		98		31		117


Total derivatives designated as hedging instruments for regulatory purposes	42		306		43		315
Derivatives designated as hedging instruments in cash flow and fair value hedges
Energy-related derivatives:
Other current assets/Liabilities from risk management activities, net of collateral	—		19		—		29
Other deferred charges and assets/Other deferred credits and liabilities	3		1		3		4
Interest rate derivatives:
Other current assets/Liabilities from risk management activities, net of collateral	—		77		—		74
Other deferred charges and assets/Other deferred credits and liabilities	—		218		—		190
Foreign currency derivatives:
Other current assets/Liabilities from risk management activities, net of collateral	—		35		—		34
Other deferred charges and assets/Other deferred credits and liabilities	—		131		—		88
Total derivatives designated as hedging instruments in cash flow and fair value hedges	3		481		3		419
Energy-related derivatives not designated as hedging instruments

Other current assets/Liabilities from risk management activities, net of collateral	3		4		8		8
Other deferred charges and assets/Other deferred credits and liabilities	—		—		1		2

Total derivatives not designated as hedging instruments	3		4		9		10
Gross amounts recognized	48		791		55		744
Gross amounts offset(a)	(19)		(73)		(23)		(85)
Net amounts recognized in the Balance Sheets(b)	$	29	$	718	$	32	$	659

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)


	At March 31, 2024				At December 31, 2023
Derivative Category and Balance Sheet Location	Assets		Liabilities		Assets		Liabilities
	(in millions)				(in millions)
Alabama Power(c)
Energy-related derivatives designated as hedging instruments for regulatory purposes

Other current assets/Other current liabilities	$	4	$	68	$	6	$	69
Other deferred charges and assets/Other deferred credits and liabilities	8		33		9		41
Total derivatives designated as hedging instruments for regulatory purposes	12		101		15		110






Gross amounts offset	(9)		(9)		(10)		(10)
Net amounts recognized in the Balance Sheets	$	3	$	92	$	5	$	100

Georgia Power
Energy-related derivatives designated as hedging instruments for regulatory purposes

Other current assets/Other current liabilities	$	3	$	82	$	2	$	82
Other deferred charges and assets/Other deferred credits and liabilities	9		33		10		42
Total derivatives designated as hedging instruments for regulatory purposes	12		115		12		124





Energy-related derivatives not designated as hedging instruments

Other current assets/Other current liabilities	1		—		1		—

Gross amounts recognized	13		115		13		124
Gross amounts offset	(11)		(11)		(11)		(11)
Net amounts recognized in the Balance Sheets	$	2	$	104	$	2	$	113

Mississippi Power(c)
Energy-related derivatives designated as hedging instruments for regulatory purposes

Other current assets/Other current liabilities	$	3	$	30	$	3	$	27
Other deferred charges and assets/Other deferred credits and liabilities	10		30		12		34
Total derivatives designated as hedging instruments for regulatory purposes	13		60		15		61






Gross amounts offset	(13)		(13)		(14)		(14)
Net amounts recognized in the Balance Sheets	$	—	$	47	$	1	$	47

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)


	At March 31, 2024				At December 31, 2023
Derivative Category and Balance Sheet Location	Assets		Liabilities		Assets		Liabilities
	(in millions)				(in millions)
Southern Power
Derivatives designated as hedging instruments in cash flow and fair value hedges
Energy-related derivatives:
Other current assets/Other current liabilities	$	—	$	4	$	—	$	5
Other deferred charges and assets/Other deferred credits and liabilities	3		—		3		—
Foreign currency derivatives:
Other current assets/Other current liabilities	—		11		—		11
Other deferred charges and assets/Other deferred credits and liabilities	—		25		—		11
Total derivatives designated as hedging instruments in cash flow and fair value hedges	3		40		3		27
Energy-related derivatives not designated as hedging instruments

Other current assets/Other current liabilities	—		1		—		—




Net amounts recognized in the Balance Sheets	$	3	$	41	$	3	$	27

Southern Company Gas
Energy-related derivatives designated as hedging instruments for regulatory purposes

Other current assets/Other current liabilities	$	3	$	28	$	1	$	20
Other deferred charges and assets/Other deferred credits and liabilities	2		2		—		—
Total derivatives designated as hedging instruments for regulatory purposes	5		30		1		20
Derivatives designated as hedging instruments in cash flow and fair value hedges
Energy-related derivatives:
Other current assets/Other current liabilities	—		15		—		24
Other deferred charges and assets/Other deferred credits and liabilities	—		1		—		4
Interest rate derivatives:
Other current assets/Other current liabilities	—		19		—		20
Other deferred charges and assets/Other deferred credits and liabilities	—		64		—		59
Total derivatives designated as hedging instruments in cash flow and fair value hedges	—		99		—		107
Energy-related derivatives not designated as hedging instruments

Other current assets/Other current liabilities	2		3		7		8
Other deferred charges and assets/Other deferred credits and liabilities	—		—		1		2

Total derivatives not designated as hedging instruments	2		3		8		10
Gross amounts recognized	7		132		9		137
Gross amounts offset(a)	14		(40)		12		(50)
Net amounts recognized in the Balance Sheets(b)	$	21	$	92	$	21	$	87

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

(a)Gross amounts offset includes cash collateral held on deposit in broker margin accounts of $54 million and $62 million at March 31, 2024 and December 31, 2023, respectively.

(b)Net amounts of derivative instruments outstanding exclude immaterial premium and intrinsic value associated with weather derivatives for both periods presented.

(c)Energy-related derivatives not designated as hedging instruments were immaterial for Alabama Power and Mississippi Power at March 31, 2024. There were no such instruments for Alabama Power and Mississippi Power at December 31, 2023.

At March 31, 2024 and December 31, 2023, the pre-tax effects of unrealized derivative gains (losses) arising from energy-related derivative instruments designated as regulatory hedging instruments and deferred were as follows:


Regulatory Hedge Unrealized Gain (Loss) Recognized in the Balance Sheet
Derivative Category and Balance Sheet Location	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Company Gas
	(in millions)
At March 31, 2024:
Energy-related derivatives:
Other regulatory assets, current	$	(181)	$	(66)	$	(79)	$	(27)	$	(9)
Other regulatory assets, deferred	(71)		(26)		(25)		(20)		—


Other regulatory liabilities, current	13		2		—		—		11
Other regulatory liabilities, deferred	2		1		1		—		—
Total energy-related derivative gains (losses)	$	(237)	$	(89)	$	(103)	$	(47)	$	2

At December 31, 2023:
Energy-related derivatives:
Other regulatory assets, current	$	(180)	$	(67)	$	(80)	$	(25)	$	(8)
Other regulatory assets, deferred	(87)		(32)		(33)		(22)		—
Other regulatory liabilities, current	9		4		—		1		4
Other regulatory liabilities, deferred	1		—		1		—		—
Total energy-related derivative gains (losses)	$	(257)	$	(95)	$	(112)	$	(46)	$	(4)

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

For the three months ended March 31, 2024 and 2023, the pre-tax effects of cash flow and fair value hedge accounting on accumulated OCI for the applicable Registrants were as follows:


Gain (Loss) Recognized in OCI on Derivatives	For the Three Months Ended March 31,
	2024	2023
	(in millions)
Southern Company
Cash flow hedges:
Energy-related derivatives		$	(8)	$	(45)
Interest rate derivatives		23		(13)
Foreign currency derivatives		(14)		—
Fair value hedges(*):
Foreign currency derivatives		—		(28)
Total		$	1	$	(86)


Georgia Power
Cash flow hedges:
Interest rate derivatives		$	16	$	(1)

Mississippi Power
Cash flow hedges:
Interest rate derivatives		$	7	$	—
Southern Power
Cash flow hedges:
Energy-related derivatives		$	(1)	$	(11)

Foreign currency derivatives		(14)		—
Total		$	(15)	$	(11)
Southern Company Gas
Cash flow hedges:
Energy-related derivatives		$	(7)	$	(34)
Interest rate derivatives		—		1
Total		$	(7)	$	(33)

(*)Represents amounts excluded from the assessment of effectiveness for which the difference between changes in fair value and periodic amortization is recorded in OCI.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

For the three months ended March 31, 2024 and 2023, the pre-tax effects of cash flow and fair value hedge accounting on income were as follows:


Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships	For the Three Months Ended March 31,

	2024	2023
	(in millions)
Southern Company
Total cost of natural gas		$	605	$	898
Gain (loss) on energy-related cash flow hedges(a)		(23)		(20)
Total other operations and maintenance		1,472		1,440
Gain (loss) on energy-related cash flow hedges(a)		(1)		—
Total depreciation and amortization		1,145		1,111
Gain (loss) on energy-related cash flow hedges(a)		(1)		(9)
Total interest expense, net of amounts capitalized		(665)		(582)
Gain (loss) on interest rate cash flow hedges(a)		(4)		(4)
Gain (loss) on foreign currency cash flow hedges(a)		(3)		(3)
Gain (loss) on interest rate fair value hedges(b)		(31)		43
Total other income (expense), net		153		147
Gain (loss) on foreign currency cash flow hedges(a)(c)		(12)		10
Gain (loss) on foreign currency fair value hedges		39		(2)
Amount excluded from effectiveness testing recognized in earnings		—		28










Southern Power
Total depreciation and amortization		$	118	$	128
Gain (loss) on energy-related cash flow hedges(a)		(1)		(9)
Total interest expense, net of amounts capitalized		(29)		(33)
Gain (loss) on foreign currency cash flow hedges(a)		(3)		(3)
Total other income (expense), net		3		2
Gain (loss) on foreign currency cash flow hedges(a)(c)		(12)		10
Southern Company Gas
Total cost of natural gas		$	605	$	898
Gain (loss) on energy-related cash flow hedges(a)		(23)		(20)
Total other operations and maintenance		293		305
Gain (loss) on energy-related cash flow hedges(a)		(1)		—
Total interest expense, net of amounts capitalized		(84)		(76)
Gain (loss) on interest rate cash flow hedges(a)		—		(1)
Gain (loss) on interest rate fair value hedges(b)		(4)		13

(a)Reclassified from accumulated OCI into earnings.

(b)For fair value hedges, changes in the fair value of the derivative contracts are generally equal to changes in the fair value of the underlying debt and have no material impact on income.

(c)The reclassification from accumulated OCI into other income (expense), net completely offsets currency gains and losses arising from changes in the U.S. currency exchange rates used to record the euro-denominated notes.

The pre-tax effects of cash flow hedge accounting on income for interest rate derivatives were immaterial for the traditional electric operating companies for both periods presented.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

At March 31, 2024 and December 31, 2023, the following amounts were recorded on the balance sheets related to cumulative basis adjustments for fair value hedges:


	Carrying Amount of the Hedged Item				Cumulative Amount of Fair Value Hedging Adjustment included in Carrying Amount of the Hedged Item
Balance Sheet Location of Hedged Items	At March 31, 2024		At December 31, 2023		At March 31, 2024		At December 31, 2023
	(in millions)				(in millions)
Southern Company

Long-term debt	$	(2,971)	$	(3,024)	$	259	$	235

Southern Company Gas

Long-term debt	$	(418)	$	(427)	$	79	$	70

For the three months ended March 31, 2024 and 2023, pre-tax gains on energy-related derivatives not designated as hedging instruments were $47 million and $13 million, respectively, and reflected in cost of natural gas on the statements of income of Southern Company and Southern Company Gas and were immaterial for the other Registrants.

Contingent Features

The Registrants do not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain derivatives that could require collateral, but not accelerated payment, in the event of various credit rating changes of certain Southern Company subsidiaries. Generally, collateral may be provided by a Southern Company guaranty, letter of credit, or cash. At March 31, 2024, the Registrants had no collateral posted with derivative counterparties to satisfy these arrangements.

For Southern Company, the fair value of foreign currency derivative liabilities and interest rate derivative liabilities with contingent features, and the maximum potential collateral requirements arising from the credit-risk-related contingent features at a rating below BBB- and/or Baa3, was $66 million at March 31, 2024. For Southern Power, the fair value of foreign currency derivative liabilities with contingent features, and the maximum potential collateral requirements arising from the credit-risk-related contingent features at a rating below BBB- and/or Baa3, was $17 million at March 31, 2024. For the traditional electric operating companies and Southern Power, energy-related derivative liabilities with contingent features and the maximum potential collateral requirements arising from the credit-risk-related contingent features, at a rating below BBB- and/or Baa3, were immaterial at March 31, 2024. The maximum potential collateral requirements arising from the credit-risk-related contingent features for the traditional electric operating companies and Southern Power include certain agreements that could require collateral in the event that one or more Southern Company power pool participants has a credit rating change to below investment grade.

Alabama Power and Southern Power maintain accounts with certain regional transmission organizations to facilitate financial derivative transactions and they may be required to post collateral based on the value of the positions in these accounts and the associated margin requirements. At March 31, 2024, cash collateral posted in these accounts was $13 million for Southern Power and immaterial for Alabama Power. Southern Company Gas maintains accounts with brokers or the clearing houses of certain exchanges to facilitate financial derivative transactions. Based on the value of the positions in these accounts and the associated margin requirements, Southern Company Gas may be required to deposit cash into these accounts. At March 31, 2024, cash collateral held on deposit in broker margin accounts was $54 million.

The Registrants are exposed to losses related to financial instruments in the event of counterparties' nonperformance. The Registrants generally enter into agreements and material transactions with counterparties that have investment grade credit ratings by Moody's and S&P or with counterparties who have posted collateral to

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

cover potential credit exposure. The Registrants have also established risk management policies and controls to determine and monitor the creditworthiness of counterparties in order to mitigate their exposure to counterparty credit risk.

Southern Company Gas uses established credit policies to determine and monitor the creditworthiness of counterparties, including requirements to post collateral or other credit security, as well as the quality of pledged collateral. Collateral or credit security is most often in the form of cash or letters of credit from an investment-grade financial institution, but may also include cash or U.S. government securities held by a trustee. Prior to entering a physical transaction, Southern Company Gas assigns its counterparties an internal credit rating and credit limit based on the counterparties' Moody's, S&P, and Fitch ratings, commercially available credit reports, and audited financial statements. Southern Company Gas may require counterparties to pledge additional collateral when deemed necessary.

Southern Company Gas utilizes netting agreements whenever possible to mitigate exposure to counterparty credit risk. Netting agreements enable Southern Company Gas to net certain assets and liabilities by counterparty across product lines and against cash collateral, provided the netting and cash collateral agreements include such provisions. While the amounts due from, or owed to, counterparties are settled net, they are recorded on a gross basis on the balance sheet as energy marketing receivables and energy marketing payables.

The Registrants do not anticipate a material adverse effect on their respective financial statements as a result of counterparty nonperformance.

(K) ACQUISITIONS AND DISPOSITIONS

See Note 15 to the financial statements in Item 8 of the Form 10-K for additional information.

Southern Power

Construction Projects

During the three months ended March 31, 2024, Southern Power continued construction of the Millers Branch and South Cheyenne solar facilities. At March 31, 2024, total costs of construction incurred for these projects were $272 million, which is primarily included in CWIP.


Project Facility	Resource	Approximate Nameplate Capacity (MW)	Location	Projected/ Actual COD	PPA Contract Period
Projects Under Construction at March 31, 2024
Millers Branch(a)
Phase I	Solar	200	Haskell County, TX	Fourth quarter 2025	20 years
Phase II	Solar	180	Haskell County, TX	Second quarter 2026	15 years
South Cheyenne	Solar	150	Laramie County, WY	Second quarter 2024(b)	20 years

(a)The Millers Branch project includes an option to expand capacity up to a total of approximately 500 MWs.

(b)Subsequent to March 31, 2024, Southern Power completed construction of and placed in service the 150-MW South Cheyenne solar facility.

(L) SEGMENT AND RELATED INFORMATION

Southern Company

The primary businesses of the Southern Company system are electricity sales by the traditional electric operating companies and Southern Power and the distribution of natural gas by Southern Company Gas. The traditional electric operating companies are vertically integrated utilities providing electric service in three Southeastern states. Southern Power develops, constructs, acquires, owns, and manages power generation assets, including renewable energy and battery energy storage projects, and sells electricity at market-based rates in the wholesale market.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Southern Company Gas distributes natural gas through its natural gas distribution utilities and is involved in several other complementary businesses including gas pipeline investments and gas marketing services.

Southern Company's reportable business segments are the sale of electricity by the traditional electric operating companies, the sale of electricity in the competitive wholesale market by Southern Power, and the sale of natural gas and other complementary products and services by Southern Company Gas. Revenues from sales by Southern Power to the traditional electric operating companies were $92 million and $135 million for the three months ended March 31, 2024 and 2023, respectively. Revenues from sales of natural gas from Southern Company Gas to the traditional electric operating companies and Southern Power were immaterial for both periods presented. The "All Other" column includes the Southern Company parent entity, which does not allocate operating expenses to business segments. Also, this category includes segments below the quantitative threshold for separate disclosure. These segments include providing distributed energy and resilience solutions and deploying microgrids for commercial, industrial, governmental, and utility customers, as well as investments in telecommunications. All other inter-segment revenues are not material.

Financial data for business segments and products and services for the three months ended March 31, 2024 and 2023 was as follows:


	Electric Utilities
	Traditional Electric Operating Companies		Southern Power		Eliminations		Total		Southern Company Gas		All Other		Eliminations		Consolidated
	(in millions)



Three Months Ended March 31, 2024
Operating revenues	$	4,438	$	473	$	(96)	$	4,815	$	1,707	$	161	$	(37)	$	6,646
Segment net income (loss)(a)	819		96		—		915		409		(187)		(8)		1,129
At March 31, 2024
Goodwill	$	—	$	2	$	—	$	2	$	5,015	$	144	$	—	$	5,161
Total assets	101,130		12,662		(471)		113,321		25,091		2,472		(764)		140,120



Three Months Ended March 31, 2023
Operating revenues	$	4,113	$	508	$	(138)	$	4,483	$	1,875	$	166	$	(44)	$	6,480
Segment net income (loss)(a)(b)	610		102		—		712		309		(154)		(5)		862
At December 31, 2023
Goodwill	$	—	$	2	$	—	$	2	$	5,015	$	144	$	—	$	5,161
Total assets	100,429		12,761		(545)		112,645		25,083		2,446		(843)		139,331

(a)Attributable to Southern Company.

(b)For Southern Power, includes a $16 million pre-tax gain ($12 million after tax) on the sale of spare parts.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Products and Services


	Electric Utilities' Revenues
	Retail		Wholesale		Other		Total
	(in millions)


Three Months Ended March 31, 2024	$	3,941	$	571	$	303	$	4,815
Three Months Ended March 31, 2023	3,599		599		285		4,483


	Southern Company Gas' Revenues
	Gas Distribution Operations		Gas Marketing Services		Other		Total
	(in millions)


Three Months Ended March 31, 2024	$	1,459	$	235	$	13	$	1,707
Three Months Ended March 31, 2023	1,610		246		19		1,875

Southern Company Gas

Southern Company Gas manages its business through three reportable segments – gas distribution operations, gas pipeline investments, and gas marketing services. The non-reportable segments are combined and presented as all other.

Gas distribution operations is the largest component of Southern Company Gas' business and includes natural gas local distribution utilities that construct, manage, and maintain intrastate natural gas pipelines and gas distribution facilities in four states.

Gas pipeline investments consists of joint ventures in natural gas pipeline investments including a 50% interest in SNG and a 50% joint ownership interest in the Dalton Pipeline. These natural gas pipelines enable the provision of diverse sources of natural gas supplies to the customers of Southern Company Gas. See Note 7 to the financial statements under "Southern Company Gas" in Item 8 of the Form 10-K for additional information.

Gas marketing services provides natural gas marketing to end-use customers primarily in Georgia and Illinois through SouthStar.

The "All other" column includes segments and subsidiaries that fall below the quantitative threshold for separate disclosure, including storage and fuels operations. The "All other" column included a natural gas storage facility in California through its sale in September 2023. See Note 15 to the financial statements in Item 8 of the Form 10-K for additional information.

Business segment financial data for the three months ended March 31, 2024 and 2023 was as follows:


	Gas Distribution Operations		Gas Pipeline Investments		Gas Marketing Services		Total		All Other		Eliminations		Consolidated
	(in millions)



Three Months Ended March 31, 2024
Operating revenues	$	1,463	$	8	$	235	$	1,706	$	6	$	(5)	$	1,707
Segment net income	302		30		65		397		12		—		409
Total assets at March 31, 2024	23,017		1,557		1,677		26,251		9,798		(10,958)		25,091



Three Months Ended March 31, 2023
Operating revenues	$	1,618	$	8	$	246	$	1,872	$	12	$	(9)	$	1,875
Segment net income	221		31		50		302		7		—		309
Total assets at December 31, 2023	22,906		1,534		1,615		26,055		9,675		(10,647)		25,083

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