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			16
Condensed Statements of 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
Condensed Statements of Comprehensive 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 June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Operating Revenues:
Retail electric revenues	$	4,486	$	3,859	$	8,427	$	7,458
Wholesale electric revenues	627		605		1,198		1,203
Other electric revenues	210		209		409		399
Natural gas revenues (includes alternative revenue programs of $11, $—, $45, and $11, respectively)	831		852		2,538		2,728
Other revenues	309		223		537		440
Total operating revenues	6,463		5,748		13,109		12,228
Operating Expenses:
Fuel	1,032		959		2,028		2,009
Purchased power	222		231		420		473
Cost of natural gas	149		199		754		1,097
Cost of other sales	167		128		298		255
Other operations and maintenance	1,409		1,489		2,881		2,929
Depreciation and amortization	1,182		1,112		2,327		2,222
Taxes other than income taxes	384		340		780		734
Estimated loss on Plant Vogtle Units 3 and 4	(21)		—		(21)		—



Total operating expenses	4,524		4,458		9,467		9,719
Operating Income	1,939		1,290		3,642		2,509
Other Income and (Expense):
Allowance for equity funds used during construction	51		70		109		135
Earnings from equity method investments	31		29		77		78
Interest expense, net of amounts capitalized	(694)		(610)		(1,358)		(1,192)

Other income (expense), net	151		142		302		286
Total other income and (expense)	(461)		(369)		(870)		(693)
Earnings Before Income Taxes	1,478		921		2,772		1,816
Income taxes	290		98		513		194
Consolidated Net Income	1,188		823		2,259		1,622


Net loss attributable to noncontrolling interests	(15)		(15)		(73)		(78)
Consolidated Net Income Attributable to Southern Company	$	1,203	$	838	$	2,332	$	1,700
Common Stock Data:
Earnings per share -
Basic	$	1.10	$	0.77	$	2.13	$	1.56
Diluted	$	1.09	$	0.76	$	2.12	$	1.55
Average number of shares of common stock outstanding (in millions)
Basic	1,096		1,092		1,095		1,092
Diluted	1,102		1,098		1,101		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 June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Consolidated Net Income	$	1,188	$	823	$	2,259	$	1,622
Other comprehensive income (loss):
Qualifying hedges:
Changes in fair value, net of tax of $(1), $9, $(1), and $(14), respectively	(5)		28		(4)		(36)
Reclassification adjustment for amounts included in net income, net of tax of $5, $6, $17, and $13, respectively	15		15		47		34
Pension and other postretirement benefit plans:
Benefit plan net gain (loss), net of tax of $—, $—, $1, and $—, respectively	—		—		3		—

Total other comprehensive income (loss)	10		43		46		(2)
Comprehensive Income	1,198		866		2,305		1,620


Comprehensive loss attributable to noncontrolling interests	(15)		(15)		(73)		(78)
Consolidated Comprehensive Income Attributable to Southern Company	$	1,213	$	881	$	2,378	$	1,698

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 Six Months Ended June 30,
	2024		2023
	(in millions)
Operating Activities:
Consolidated net income	$	2,259	$	1,622
Adjustments to reconcile consolidated net income to net cash provided from operating activities —
Depreciation and amortization, total	2,572		2,436
Deferred income taxes	243		(34)
Utilization of federal tax credits	4		110
Allowance for equity funds used during construction	(109)		(135)

Pension, postretirement, and other employee benefits	(232)		(245)
Settlement of asset retirement obligations	(267)		(276)
Stock based compensation expense	97		111

Estimated loss on Plant Vogtle Units 3 and 4	(21)		—







Retail fuel cost under recovery – long-term	—		108
Other, net	(95)		(24)
Changes in certain current assets and liabilities —
-Receivables	(284)		758
-Retail fuel cost under recovery	421		(67)
-Prepayments	(49)		(64)
-Fossil fuel for generation	8		(308)
-Materials and supplies	(139)		(202)
-Natural gas for sale, net of temporary LIFO liquidation	188		196
-Natural gas cost under recovery	—		108
-Other current assets	(94)		40
-Accounts payable	(247)		(997)

-Accrued compensation	(372)		(378)



-Customer refunds	(26)		(121)
-Natural gas cost over recovery	(43)		161
-Other current liabilities	185		101
Net cash provided from operating activities	3,999		2,900
Investing Activities:


Property additions	(3,895)		(3,898)


Nuclear decommissioning trust fund purchases	(739)		(726)
Nuclear decommissioning trust fund sales	738		720
Proceeds from dispositions	345		126
Cost of removal, net of salvage	(282)		(270)
Change in construction payables, net	(217)		(140)


Other investing activities	(172)		(100)
Net cash used for investing activities	(4,222)		(4,288)
Financing Activities:
Decrease in notes payable, net	(1,125)		(375)
Proceeds —
Long-term debt	3,963		5,541

Short-term borrowings	700		250
Common stock	84		22

Redemptions and repurchases —
Long-term debt	(880)		(1,300)



Short-term borrowings	(550)		(850)



Payment of common stock dividends	(1,487)		(1,506)

Other financing activities	(192)		(187)
Net cash provided from financing activities	513		1,595
Net Change in Cash, Cash Equivalents, and Restricted Cash	290		207
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	921		2,037
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	1,211	$	2,244
Supplemental Cash Flow Information:
Cash paid (received) during the period for —
Interest (net of $52 and $66 capitalized for 2024 and 2023, respectively)	$	1,235	$	1,043
Income taxes, net	62		(40)
Noncash transactions —
Accrued property additions at end of period	805		810




Right-of-use assets obtained under operating leases	98		44
Right-of-use assets obtained under finance leases	—		1
Reassessment of right-of-use assets under operating leases	(7)		—

Issuance of common stock under dividend reinvestment plan	67		—

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 June 30, 2024		At December 31, 2023
	(in millions)
Current Assets:
Cash and cash equivalents	$	1,152	$	748

Receivables —
Customer accounts	2,239		2,030

Unbilled revenues	876		786
Under recovered fuel clause revenues	689		696

Other accounts and notes	549		519
Accumulated provision for uncollectible accounts	(77)		(68)
Materials and supplies	2,129		1,989
Fossil fuel for generation	935		943
Natural gas for sale	223		420

Prepaid expenses	422		406


Regulatory assets – asset retirement obligations	351		274


Other regulatory assets	980		1,120
Other current assets	525		569
Total current assets	10,993		10,432
Property, Plant, and Equipment:
In service	134,354		128,428
Less: Accumulated depreciation	38,995		37,725
Plant in service, net of depreciation	95,359		90,703
Other utility plant, net	450		499
Nuclear fuel, at amortized cost	848		858
Construction work in progress	5,231		7,784
Total property, plant, and equipment	101,888		99,844
Other Property and Investments:
Goodwill	5,161		5,161
Nuclear decommissioning trusts, at fair value	2,549		2,424
Equity investments in unconsolidated subsidiaries	1,385		1,368
Other intangible assets, net of amortization of $394 and $376, respectively	350		368

Miscellaneous property and investments	684		665
Total other property and investments	10,129		9,986
Deferred Charges and Other Assets:
Operating lease right-of-use assets, net of amortization	1,430		1,432
Deferred charges related to income taxes	874		886
Prepaid pension costs	2,279		2,079

Unamortized loss on reacquired debt	212		220
Deferred under recovered fuel clause revenues	950		1,261
Regulatory assets – asset retirement obligations, deferred	5,380		5,459
Other regulatory assets, deferred	6,353		6,264


Other deferred charges and assets	1,449		1,468
Total deferred charges and other assets	18,927		19,069
Total Assets	$	141,937	$	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 June 30, 2024		At December 31, 2023
	(in millions)
Current Liabilities:
Securities due within one year	$	2,800	$	2,476

Notes payable	1,334		2,314

Accounts payable	2,445		2,898
Customer deposits	466		503
Accrued taxes —
Accrued income taxes	49		8

Other accrued taxes	722		860
Accrued interest	702		652

Accrued compensation	746		1,151
Asset retirement obligations	756		744
Liabilities from risk management activities, net of collateral	238		294




Operating lease obligations	193		183
Natural gas cost over recovery	171		214
Other regulatory liabilities	135		141
Other current liabilities	1,271		1,029
Total current liabilities	12,028		13,467
Long-term Debt	59,883		57,210
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	11,339		10,990
Deferred credits related to income taxes	4,645		4,674
Accumulated deferred ITCs	2,026		2,067
Employee benefit obligations	1,109		1,115
Operating lease obligations, deferred	1,309		1,307
Asset retirement obligations, deferred	9,615		9,573


Other cost of removal obligations	1,994		1,957
Other regulatory liabilities, deferred	718		715

Other deferred credits and liabilities	1,160		1,031
Total deferred credits and other liabilities	33,915		33,429
Total Liabilities	105,826		104,106



















Total Stockholders' Equity (See accompanying statements)	36,111		35,225
Total Liabilities and Stockholders' Equity	$	141,937	$	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
Consolidated net income (loss)	—	—	—		—		—		838		—			(15)		823
Other comprehensive income	—	—	—		—		—		—		43			—		43
Stock issued	—	—	1		6		—		—		—			—		7
Stock-based compensation	—	—	—		19		—		—		—			—		19

Cash dividends of $0.70 per share	—	—	—		—		—		(764)		—			—		(764)


Distributions to noncontrolling interests	—	—	—		—		—		—		—			(42)		(42)




Other	—	—	—		2		(1)		—		—			(1)		—
Balance at June 30, 2023	1,092	(1)	$	5,422	$	13,742	$	(56)	$	11,732	$	(168)		$	3,976	$	34,648






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
Consolidated net income (loss)	—	—	—		—		—		1,203		—		(15)		1,188
Other comprehensive income	—	—	—		—		—		—		10		—		10
Stock issued	1	—	5		85		—		—		—		—		90
Stock-based compensation	—	—	—		13		—		—		—		—		13

Dividends of $0.72 per share	—	—	—		—		—		(788)		—		—		(788)

Capital contributions from noncontrolling interests	—	—	—		—		—		—		—		2		2
Distributions to noncontrolling interests	—	—	—		—		—		—		—		(19)		(19)




Other	—	—	—		3		(2)		—		—		—		1
Balance at June 30, 2024	1,096	(1)	$	5,436	$	13,947	$	(63)	$	13,259	$	(130)	$	3,662	$	36,111

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 (UNAUDITED)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Operating Revenues:
Retail revenues	$	1,647	$	1,467	$	3,213	$	2,848
Wholesale revenues, non-affiliates	84		112		169		252
Wholesale revenues, affiliates	27		10		68		29
Other revenues	115		100		214		207
Total operating revenues	1,873		1,689		3,664		3,336
Operating Expenses:
Fuel	335		303		666		611
Purchased power, non-affiliates	47		54		99		155
Purchased power, affiliates	44		54		87		113
Other operations and maintenance	429		440		840		862
Depreciation and amortization	364		349		725		694
Taxes other than income taxes	118		107		238		223
Total operating expenses	1,337		1,307		2,655		2,658
Operating Income	536		382		1,009		678
Other Income and (Expense):
Allowance for equity funds used during construction	12		21		26		42
Interest expense, net of amounts capitalized	(114)		(105)		(224)		(208)
Other income (expense), net	37		39		78		79
Total other income and (expense)	(65)		(45)		(120)		(87)
Earnings Before Income Taxes	471		337		889		591
Income taxes	102		25		187		23
Net Income	$	369	$	312	$	702	$	568

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Net Income	$	369	$	312	$	702	$	568
Other comprehensive income:
Qualifying hedges:

Reclassification adjustment for amounts included in net income, net of tax of $—, $—, $—, and $—, respectively	1		—		1		1
Total other comprehensive income	1		—		1		1
Comprehensive Income	$	370	$	312	$	703	$	569

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 Six Months Ended June 30,
	2024		2023
	(in millions)
Operating Activities:
Net income	$	702	$	568
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total	796		770
Deferred income taxes	(40)		(142)

Pension, postretirement, and other employee benefits	(93)		(91)
Settlement of asset retirement obligations	(117)		(116)

Retail fuel cost under recovery – long-term	—		236

Other, net	(21)		(60)
Changes in certain current assets and liabilities —
-Receivables	(80)		16
-Fossil fuel stock	9		(117)
-Prepayments	(70)		(61)

-Retail fuel cost under recovery	131		(44)
-Other current assets	(47)		(68)
-Accounts payable	(331)		(363)
-Accrued taxes	96		183
-Accrued compensation	(68)		(76)


-Other current liabilities	10		21
Net cash provided from operating activities	877		656
Investing Activities:
Property additions	(829)		(865)
Nuclear decommissioning trust fund purchases	(328)		(150)
Nuclear decommissioning trust fund sales	328		150
Cost of removal, net of salvage	(77)		(83)
Change in construction payables	(36)		(79)
Other investing activities	(9)		16
Net cash used for investing activities	(951)		(1,011)
Financing Activities:
Increase in notes payable, net	40		—
Proceeds —
Senior notes	—		200


Short-term borrowings	50		—
Other long-term debt	4		17





Redemptions — Revenue bonds	(21)		—

Capital contributions from parent company	474		352
Payment of common stock dividends	(591)		(571)
Other financing activities	(2)		(9)
Net cash used for financing activities	(46)		(11)
Net Change in Cash, Cash Equivalents, and Restricted Cash	(120)		(366)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	409		687
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	289	$	321
Supplemental Cash Flow Information:
Cash paid during the period for —
Interest (net of $8 and $13 capitalized for 2024 and 2023, respectively)	$	213	$	192
Income taxes, net	208		52
Noncash transactions —
Accrued property additions at end of period	101		103

Right-of-use assets obtained under operating leases	10		21
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 June 30, 2024		At December 31, 2023
	(in millions)
Current Assets:
Cash and cash equivalents	$	287	$	324
Receivables —
Customer accounts	570		513
Unbilled revenues	225		191


Affiliated	72		72
Other accounts and notes	91		109
Accumulated provision for uncollectible accounts	(19)		(16)
Fossil fuel stock	385		394
Materials and supplies	693		655

Prepaid expenses	126		62
Regulatory assets – under recovered retail fuel clause revenues	115		246
Other regulatory assets	374		385
Other current assets	60		142
Total current assets	2,979		3,077
Property, Plant, and Equipment:
In service	36,174		35,429
Less: Accumulated provision for depreciation	11,544		11,131
Plant in service, net of depreciation	24,630		24,298
Other utility plant, net	450		499
Nuclear fuel, at amortized cost	256		253
Construction work in progress	1,011		1,095
Total property, plant, and equipment	26,347		26,145
Other Property and Investments:
Nuclear decommissioning trusts, at fair value	1,341		1,261
Equity investments in unconsolidated subsidiaries	49		52
Miscellaneous property and investments	158		155
Total other property and investments	1,548		1,468
Deferred Charges and Other Assets:
Operating lease right-of-use assets, net of amortization	90		87
Deferred charges related to income taxes	262		262
Prepaid pension and other postretirement benefit costs	723		659

Regulatory assets – asset retirement obligations	1,778		1,810
Other regulatory assets, deferred	1,874		1,858
Other deferred charges and assets	439		414
Total deferred charges and other assets	5,166		5,090
Total Assets	$	36,040	$	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 June 30, 2024		At December 31, 2023
	(in millions)
Current Liabilities:
Securities due within one year	$	656	$	223
Notes payable	130		40
Accounts payable —
Affiliated	254		330
Other	350		630
Customer deposits	110		105


Accrued taxes	141		51
Accrued interest	124		122

Accrued compensation	159		222

Asset retirement obligations	355		346
Other regulatory liabilities	38		44
Other current liabilities	194		191
Total current liabilities	2,511		2,304
Long-term Debt	10,513		10,960
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	4,191		4,170
Deferred credits related to income taxes	1,444		1,506
Accumulated deferred ITCs	71		74
Employee benefit obligations	153		155
Operating lease obligations	82		81
Asset retirement obligations, deferred	3,763		3,812

Other regulatory liabilities, deferred	275		291

Other deferred credits and liabilities	116		94
Total deferred credits and other liabilities	10,095		10,183
Total Liabilities	23,119		23,447









Common Stockholder's Equity (See accompanying statements)	12,921		12,333
Total Liabilities and Stockholder's Equity	$	36,040	$	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
Net income	—	—		—		312		—		312

Capital contributions from parent company	—	—		29		—		—		29

Cash dividends on common stock	—	—		—		(286)		—		(286)

Balance at June 30, 2023	31	$	1,222	$	7,069	$	3,760	$	(9)	$	12,042









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
Net income	—	—		—		369		—		369

Capital contributions from parent company	—	—		50		—		—		50
Other comprehensive income	—	—		—		—		1		1
Cash dividends on common stock	—	—		—		(296)		—		(296)

Balance at June 30, 2024	31	$	1,222	$	7,602	$	4,103	$	(6)	$	12,921

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 June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Operating Revenues:
Retail revenues	$	2,597	$	2,165	$	4,752	$	4,146
Wholesale revenues	63		47		120		78

Other revenues	215		179		401		343
Total operating revenues	2,875		2,391		5,273		4,567
Operating Expenses:
Fuel	441		414		830		816
Purchased power, non-affiliates	151		142		291		266
Purchased power, affiliates	182		152		363		358
Other operations and maintenance	459		496		974		991
Depreciation and amortization	447		411		872		819
Taxes other than income taxes	164		132		311		263
Estimated loss on Plant Vogtle Units 3 and 4	(21)		—		(21)		—
Total operating expenses	1,823		1,747		3,620		3,513
Operating Income	1,052		644		1,653		1,054
Other Income and (Expense):
Allowance for equity funds used during construction	33		43		72		83
Interest expense, net of amounts capitalized	(185)		(160)		(359)		(306)
Other income (expense), net	54		36		104		80
Total other income and (expense)	(98)		(81)		(183)		(143)
Earnings Before Income Taxes	954		563		1,470		911
Income taxes	192		92		271		144
Net Income	$	762	$	471	$	1,199	$	767

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Net Income	$	762	$	471	$	1,199	$	767
Other comprehensive income:
Qualifying hedges:
Changes in fair value, net of tax of $—, $(1), $4, and $(1), respectively	—		—		12		(1)
Reclassification adjustment for amounts included in net income, net of tax of $—, $—, $1, and $1, respectively	1		1		2		2
Total other comprehensive income	1		1		14		1
Comprehensive Income	$	763	$	472	$	1,213	$	768

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 Six Months Ended June 30,
	2024		2023
	(in millions)
Operating Activities:
Net income	$	1,199	$	767
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total	1,020		919
Deferred income taxes	77		86

Allowance for equity funds used during construction	(72)		(83)


Pension, postretirement, and other employee benefits	(118)		(136)

Settlement of asset retirement obligations	(130)		(141)

Retail fuel cost under recovery – long-term	—		(128)


Estimated loss on Plant Vogtle Units 3 and 4	(21)		—
Other, net	(131)		(18)
Changes in certain current assets and liabilities —
-Receivables	(431)		(35)
-Retail fuel cost under recovery	283		—
-Fossil fuel stock	21		(166)

-Materials and supplies	(54)		(103)

-Other current assets	11		34
-Accounts payable	29		(151)
-Accrued taxes	(46)		(109)
-Accrued compensation	(54)		(72)

-Customer refunds	(5)		(121)

-Other current liabilities	102		33
Net cash provided from operating activities	1,680		576
Investing Activities:
Property additions	(2,113)		(2,047)
Nuclear decommissioning trust fund purchases	(411)		(576)
Nuclear decommissioning trust fund sales	411		570
Cost of removal, net of salvage	(146)		(127)
Change in construction payables, net of joint owner portion	(192)		(75)
Payments pursuant to LTSAs	(63)		(40)

Proceeds from dispositions	342		56

Other investing activities	(27)		(21)
Net cash used for investing activities	(2,199)		(2,260)
Financing Activities:
Increase (decrease) in notes payable, net	(689)		95
Proceeds —
Senior notes	1,400		1,750
Short-term borrowings	350		250
Revenue bonds	—		229


Redemptions and repurchases —

Senior notes	—		(100)
Short-term borrowings	(250)		(650)
FFB loan	(43)		(43)



Capital contributions from parent company	862		782
Payment of common stock dividends	(1,026)		(928)


Other financing activities	(53)		(21)
Net cash provided from financing activities	551		1,364
Net Change in Cash, Cash Equivalents, and Restricted Cash	32		(320)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	75		480
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	107	$	160
Supplemental Cash Flow Information:
Cash paid (received) during the period for —
Interest (net of $31 and $44 capitalized for 2024 and 2023, respectively)	$	329	$	270
Income taxes, net	(7)		(5)
Noncash transactions —
Accrued property additions at end of period	467		510
Right-of-use assets obtained under operating leases	112		8
Right-of-use assets obtained under finance leases	44		—

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 June 30, 2024		At December 31, 2023
	(in millions)
Current Assets:
Cash and cash equivalents	$	68	$	9

Receivables —
Customer accounts, net	1,047		843
Unbilled revenues	510		275
Under recovered retail fuel clause revenues	671		694
Joint owner accounts	86		119

Affiliated	59		51
Other accounts and notes	104		81

Fossil fuel stock	459		480
Materials and supplies	935		883




Regulatory assets – asset retirement obligations	176		98

Other regulatory assets	384		423

Other current assets	335		305
Total current assets	4,834		4,261
Property, Plant, and Equipment:
In service	53,707		49,370
Less: Accumulated provision for depreciation	14,320		13,955
Plant in service, net of depreciation	39,387		35,415

Nuclear fuel, at amortized cost	593		605
Construction work in progress	2,516		4,975
Total property, plant, and equipment	42,496		40,995
Other Property and Investments:
Nuclear decommissioning trusts, at fair value	1,208		1,163
Equity investments in unconsolidated subsidiaries	43		47
Miscellaneous property and investments	172		151
Total other property and investments	1,423		1,361
Deferred Charges and Other Assets:
Operating lease right-of-use assets, net of amortization	903		884
Deferred charges related to income taxes	583		594
Prepaid pension costs	759		706
Deferred under recovered retail fuel clause revenues	950		1,211
Regulatory assets – asset retirement obligations, deferred	3,357		3,407
Other regulatory assets, deferred	3,003		2,890
Other deferred charges and assets	487		508
Total deferred charges and other assets	10,042		10,200
Total Assets	$	58,795	$	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 June 30, 2024		At December 31, 2023
	(in millions)
Current Liabilities:
Securities due within one year	$	1,207	$	502
Notes payable	742		1,329
Accounts payable —
Affiliated	775		840
Other	1,043		1,147
Customer deposits	252		250


Accrued taxes	535		582
Accrued interest	197		175

Accrued compensation	158		250
Operating lease obligations	131		135
Asset retirement obligations	343		338


Other regulatory liabilities	28		22


Other current liabilities	515		365
Total current liabilities	5,926		5,935
Long-term Debt	16,889		16,198
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	4,054		4,018
Deferred credits related to income taxes	2,200		2,161
Accumulated deferred ITCs	322		326
Employee benefit obligations	251		248
Operating lease obligations, deferred	789		740
Asset retirement obligations, deferred	5,433		5,327

Other deferred credits and liabilities	498		481
Total deferred credits and other liabilities	13,547		13,301
Total Liabilities	36,362		35,434









Common Stockholder's Equity (See accompanying statements)	22,433		21,383
Total Liabilities and Stockholder's Equity	$	58,795	$	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
Net income	—	—		—		471		—		471

Capital contributions from parent company	—	—		33		—		—		33
Other comprehensive income	—	—		—		—		1		1
Cash dividends on common stock	—	—		—		(464)		—		(464)

Balance at June 30, 2023	9	$	398	$	16,411	$	2,686	$	(11)	$	19,484








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
Net income	—	—		—		762		—		762

Capital contributions from parent company	—	—		113		—		—		113
Other comprehensive income	—	—		—		—		1		1
Cash dividends on common stock	—	—		—		(513)		—		(513)

Balance at June 30, 2024	9	$	398	$	18,786	$	3,244	$	5	$	22,433

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 June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Operating Revenues:
Retail revenues	$	242	$	227	$	462	$	464
Wholesale revenues, non-affiliates	54		56		113		124
Wholesale revenues, affiliates	58		18		109		93
Other revenues	10		10		22		21
Total operating revenues	364		311		706		702
Operating Expenses:
Fuel and purchased power	117		96		229		246


Other operations and maintenance	83		91		171		175
Depreciation and amortization	47		45		93		92
Taxes other than income taxes	32		28		63		60

Total operating expenses	279		260		556		573
Operating Income	85		51		150		129
Other Income and (Expense):

Interest expense, net of amounts capitalized	(20)		(18)		(39)		(34)
Other income (expense), net	11		11		25		20
Total other income and (expense)	(9)		(7)		(14)		(14)
Earnings Before Income Taxes	76		44		136		115
Income taxes	15		4		25		17
Net Income	$	61	$	40	$	111	$	98

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Net Income	$	61	$	40	$	111	$	98
Other comprehensive income:
Qualifying hedges:
Changes in fair value, net of tax of $—, $—, $2, and $—, respectively	—		—		5		—

Total other comprehensive income	—		—		5		—
Comprehensive Income	$	61	$	40	$	116	$	98

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 Six Months Ended June 30,
	2024		2023
	(in millions)
Operating Activities:
Net income	$	111	$	98
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total	101		113
Deferred income taxes	(5)		(8)



Pension, postretirement, and other employee benefits	(8)		(10)
Settlement of asset retirement obligations	(9)		(7)



Other, net	7		4
Changes in certain current assets and liabilities —
-Receivables	(26)		73
-Retail fuel cost under recovery	7		(23)
-Fossil fuel stock	(22)		(14)

-Other current assets	(4)		3
-Accounts payable	(16)		(79)
-Accrued taxes	(41)		(61)

-Accrued compensation	(16)		(14)




-Other current liabilities	6		7
Net cash provided from operating activities	85		82
Investing Activities:
Property additions	(165)		(164)
Cost of removal, net of salvage	(21)		(10)
Change in construction payables, net of joint owner portion	(20)		(3)



Payments pursuant to LTSAs	(10)		(15)
Other investing activities	(2)		(1)
Net cash used for investing activities	(218)		(193)
Financing Activities:
Increase in notes payable, net	102		53

Proceeds — Senior notes	250		100







Redemptions — Senior notes	(200)		—







Capital contributions from parent company	58		11

Payment of common stock dividends	(94)		(93)
Other financing activities	(2)		—
Net cash provided from financing activities	114		71
Net Change in Cash, Cash Equivalents, and Restricted Cash	(19)		(40)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	38		59
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	19	$	19
Supplemental Cash Flow Information:
Cash paid during the period for —
Interest	$	38	$	34
Income taxes, net	24		31
Noncash transactions —
Accrued property additions at end of period	16		22
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 June 30, 2024		At December 31, 2023
	(in millions)
Current Assets:
Cash and cash equivalents	$	19	$	38
Receivables —
Customer accounts, net	62		36
Unbilled revenues	48		40

Affiliated	36		29
Other accounts and notes	63		20

Fossil fuel stock	69		47
Materials and supplies	92		89

Other regulatory assets	50		56

Other current assets	8		10
Total current assets	447		365
Property, Plant, and Equipment:
In service	5,613		5,523
Less: Accumulated provision for depreciation	1,842		1,792
Plant in service, net of depreciation	3,771		3,731

Construction work in progress	198		203
Total property, plant, and equipment	3,969		3,934
Other Property and Investments	156		158
Deferred Charges and Other Assets:

Deferred charges related to income taxes	28		28
Prepaid pension costs	106		99
Deferred under recovered retail fuel clause revenues	—		50
Regulatory assets – asset retirement obligations	247		244
Other regulatory assets, deferred	278		285
Accumulated deferred income taxes	89		96

Other deferred charges and assets	96		85
Total deferred charges and other assets	844		887
Total Assets	$	5,416	$	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 June 30, 2024		At December 31, 2023
	(in millions)
Current Liabilities:
Securities due within one year	$	1	$	201


Notes payable	102		—

Accounts payable —
Affiliated	62		82
Other	56		73



Accrued taxes	76		117


Accrued compensation	26		43

Asset retirement obligations	30		29
Over recovered retail fuel clause revenues	—		27

Other regulatory liabilities	3		17


Other current liabilities	88		90
Total current liabilities	444		679



Long-term Debt	1,692		1,443
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	469		469
Deferred credits related to income taxes	226		229

Employee benefit obligations	67		67

Asset retirement obligations, deferred	126		139

Other cost of removal obligations	179		186
Other regulatory liabilities, deferred	98		92
Other deferred credits and liabilities	31		37
Total deferred credits and other liabilities	1,196		1,219
Total Liabilities	3,332		3,341








Common Stockholder's Equity (See accompanying statements)	2,084		2,003
Total Liabilities and Stockholder's Equity	$	5,416	$	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
Net income	—	—		—		40		—		40


Capital contributions from parent company	—	—		12		—		—		12

Cash dividends on common stock	—	—		—		(47)		—		(47)

Balance at June 30, 2023	1	$	38	$	4,664	$	(2,754)	$	—	$	1,948









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
Net income	—	—		—		61		—		61


Capital contributions from parent company	—	—		58		—		—		58

Cash dividends on common stock	—	—		—		(47)		—		(47)

Balance at June 30, 2024	1	$	38	$	4,780	$	(2,739)	$	5	$	2,084

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 June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Operating Revenues:
Wholesale revenues, non-affiliates	$	427	$	393	$	797	$	755
Wholesale revenues, affiliates	86		116		179		251
Other revenues	11		16		21		27
Total operating revenues	524		525		997		1,033
Operating Expenses:
Fuel	132		139		288		330
Purchased power	22		28		40		54

Other operations and maintenance	119		117		241		224
Depreciation and amortization	127		122		245		250
Taxes other than income taxes	13		12		22		25


Gain on dispositions, net	—		—		—		(20)
Total operating expenses	413		418		836		863
Operating Income	111		107		161		170
Other Income and (Expense):
Interest expense, net of amounts capitalized	(30)		(33)		(59)		(66)
Other income (expense), net	3		2		6		4
Total other income and (expense)	(27)		(31)		(53)		(62)
Earnings Before Income Taxes	84		76		108		108
Income taxes (benefit)	13		6		(1)		(1)
Net Income	71		70		109		109
Net loss attributable to noncontrolling interests	(15)		(15)		(73)		(78)
Net Income Attributable to Southern Power	$	86	$	85	$	182	$	187

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Net Income	$	71	$	70	$	109	$	109
Other comprehensive income:
Qualifying hedges:
Changes in fair value, net of tax of $(1), $2, $(5), and $(1), respectively	(4)		5		(15)		(4)
Reclassification adjustment for amounts included in net income, net of tax of $2, $2, $6, and $2, respectively	7		5		18		7
Pension and other postretirement benefit plans:
Benefit plan net gain (loss), net of tax of $—, $—, $—, and $—, respectively	—		—		1		—


Total other comprehensive income	3		10		4		3
Comprehensive Income	74		80		113		112
Comprehensive loss attributable to noncontrolling interests	(15)		(15)		(73)		(78)
Comprehensive Income Attributable to Southern Power	$	89	$	95	$	186	$	190

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 Six Months Ended June 30,
	2024		2023
	(in millions)
Operating Activities:
Net income	$	109	$	109
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total	252		260
Deferred income taxes	9		(14)
Utilization of federal tax credits	4		99
Amortization of ITCs	(29)		(29)







Gain on dispositions, net	—		(20)
Other, net	(24)		(19)
Changes in certain current assets and liabilities —
-Receivables	(61)		77

-Prepaid income taxes	—		9
-Other current assets	(3)		(13)
-Accounts payable	(22)		(91)


-Accrued compensation	(11)		(11)
-Other current liabilities	6		—
Net cash provided from operating activities	230		357
Investing Activities:

Property additions	(114)		(25)
Proceeds from dispositions	—		59

Change in construction payables	(5)		(20)

Payments pursuant to LTSAs	(20)		(31)


Other investing activities	12		(1)
Net cash used for investing activities	(127)		(18)
Financing Activities:
Increase (decrease) in notes payable, net	87		(124)









Capital contributions from parent company	8		13

Capital contributions from noncontrolling interests	11		21
Distributions to noncontrolling interests	(57)		(87)

Payment of common stock dividends	(131)		(126)
Other financing activities	(3)		3
Net cash used for financing activities	(85)		(300)
Net Change in Cash, Cash Equivalents, and Restricted Cash	18		39
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	144		133
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	162	$	172
Supplemental Cash Flow Information:
Cash paid (received) during the period for —
Interest (net of $4 and $— capitalized for 2024 and 2023, respectively)	$	64	$	74
Income taxes, net	14		(64)
Noncash transactions —


Accrued property additions at end of period	47		7

Right-of-use assets obtained under operating leases	5		—
Reassessment of right-of-use assets under operating leases	(7)		—

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 June 30, 2024		At December 31, 2023
	(in millions)
Current Assets:
Cash and cash equivalents	$	145	$	124
Receivables —
Customer accounts, net	193		136
Affiliated	48		37
Other	43		54

Materials and supplies	92		80

Prepaid income taxes	46		2




Other current assets	80		90
Total current assets	647		523
Property, Plant, and Equipment:
In service	14,940		14,690
Less: Accumulated provision for depreciation	4,318		4,119
Plant in service, net of depreciation	10,622		10,571
Construction work in progress	134		278

Total property, plant, and equipment	10,756		10,849
Other Property and Investments:

Intangible assets, net of amortization of $158 and $148, respectively	234		243

Net investment in sales-type leases	145		148
Total other property and investments	379		391
Deferred Charges and Other Assets:
Operating lease right-of-use assets, net of amortization	483		488
Prepaid LTSAs	233		248




Other deferred charges and assets	266		262
Total deferred charges and other assets	982		998
Total Assets	$	12,764	$	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 June 30, 2024		At December 31, 2023
	(in millions)
Current Liabilities:

Notes payable	$	219	$	138
Accounts payable —
Affiliated	76		82
Other	59		91

Accrued taxes	26		26

Accrued interest	22		27
Operating lease obligations	28		29



Other current liabilities	85		97
Total current liabilities	515		490
Long-term Debt	2,694		2,711
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	684		614
Accumulated deferred ITCs	1,469		1,498





Operating lease obligations, deferred	506		517
Other deferred credits and liabilities	253		233
Total deferred credits and other liabilities	2,912		2,862
Total Liabilities	6,121		6,063










Total Stockholders' Equity (See accompanying statements)	6,643		6,698
Total Liabilities and Stockholders' Equity	$	12,764	$	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
Net income (loss)	—		85		—		85		(15)		70

Capital contributions from parent company	14		—		—		14		—		14
Other comprehensive income	—		—		10		10		—		10
Cash dividends on common stock	—		(63)		—		(63)		—		(63)


Distributions to noncontrolling interests	—		—		—		—		(42)		(42)




Other	—		—		1		1		(1)		—
Balance at June 30, 2023	$	1,083	$	1,802	$	(14)	$	2,871	$	3,976	$	6,847




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
Net income (loss)	—		86		—		86		(15)		71

Capital contributions from parent company	8		—		—		8		—		8
Other comprehensive income	—		—		3		3		—		3
Cash dividends on common stock	—		(66)		—		(66)		—		(66)

Capital contributions from noncontrolling interests	—		—		—		—		2		2
Distributions to noncontrolling interests	—		—		—		—		(19)		(19)




Other	1		—		—		1		—		1
Balance at June 30, 2024	$	1,097	$	1,896	$	(12)	$	2,981	$	3,662	$	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 June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Operating Revenues:
Natural gas revenues (includes revenue taxes of $23, $25, $76, and $91, respectively)	$	831	$	852	$	2,538	$	2,728


Total operating revenues	831		852		2,538		2,728
Operating Expenses:
Cost of natural gas	149		199		754		1,097

Other operations and maintenance	288		309		581		615
Depreciation and amortization	158		143		313		284
Taxes other than income taxes	56		59		143		161




Total operating expenses	651		710		1,791		2,157
Operating Income	180		142		747		571
Other Income and (Expense):
Earnings from equity method investments	32		28		76		72
Interest expense, net of amounts capitalized	(83)		(73)		(167)		(150)
Other income (expense), net	15		17		35		32
Total other income and (expense)	(36)		(28)		(56)		(46)
Earnings Before Income Taxes	144		114		691		525
Income taxes	36		29		174		132
Net Income	$	108	$	85	$	517	$	393

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Net Income	$	108	$	85	$	517	$	393
Other comprehensive income (loss):
Qualifying hedges:
Changes in fair value, net of tax of $1, $—, $(1), and $(9), respectively	2		—		(3)		(24)
Reclassification adjustment for amounts included in net income, net of tax of $2, $3, $9, and $9, respectively	5		7		22		21



Total other comprehensive income (loss)	7		7		19		(3)
Comprehensive Income	$	115	$	92	$	536	$	390

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 Six Months Ended June 30,
	2024		2023
	(in millions)
Operating Activities:
Net income	$	517	$	393
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total	310		284
Deferred income taxes	211		52









Other, net	50		12
Changes in certain current assets and liabilities —
-Receivables	310		667
-Natural gas for sale, net of temporary LIFO liquidation	188		196

-Natural gas cost under recovery	—		108
-Other current assets	(48)		(32)
-Accounts payable	(112)		(276)


-Natural gas cost over recovery	(43)		161
-Other current liabilities	(113)		(35)
Net cash provided from operating activities	1,270		1,530
Investing Activities:
Property additions	(657)		(741)
Cost of removal, net of salvage	(38)		(50)
Change in construction payables, net	20		11



Other investing activities	(21)		19
Net cash used for investing activities	(696)		(761)
Financing Activities:
Decrease in notes payable, net	(274)		(372)




Proceeds — Other long-term debt	9		19



Redemptions — Short-term borrowings	—		(200)




Capital contributions from parent company	3		238
Payment of common stock dividends	(302)		(293)
Other financing activities	(10)		—
Net cash used for financing activities	(574)		(608)
Net Change in Cash, Cash Equivalents, and Restricted Cash	—		161
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	35		83
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	35	$	244
Supplemental Cash Flow Information:
Cash paid (received) during the period for —
Interest (net of $10 and $8 capitalized for 2024 and 2023, respectively)	$	164	$	145
Income taxes, net	(52)		85
Noncash transactions —
Accrued property additions at end of period	159		189
Right-of-use assets obtained under operating leases	1		2

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 June 30, 2024		At December 31, 2023
	(in millions)
Current Assets:
Cash and cash equivalents	$	34	$	33
Receivables —

Customer accounts	274		405
Unbilled revenues	78		261



Other accounts and notes	62		47
Accumulated provision for uncollectible accounts	(49)		(44)
Materials and supplies	71		66
Natural gas for sale	223		420


Prepaid expenses	98		107




Other regulatory assets	187		141
Other current assets	36		50
Total current assets	1,014		1,486
Property, Plant, and Equipment:
In service	21,338		20,840
Less: Accumulated depreciation	5,711		5,534
Plant in service, net of depreciation	15,627		15,306
Construction work in progress	1,232		1,110
Total property, plant, and equipment	16,859		16,416
Other Property and Investments:
Goodwill	5,015		5,015
Equity investments in unconsolidated subsidiaries	1,246		1,235
Other intangible assets, net of amortization of $169 and $166, respectively	13		16
Miscellaneous property and investments	25		25
Total other property and investments	6,299		6,291
Deferred Charges and Other Assets:
Operating lease right-of-use assets, net of amortization	43		47
Prepaid pension costs	169		158


Other regulatory assets, deferred	482		504


Other deferred charges and assets	189		181
Total deferred charges and other assets	883		890
Total Assets	$	25,055	$	25,083

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)


Liabilities and Stockholder's Equity	At June 30, 2024		At December 31, 2023
	(in millions)
Current Liabilities:

Notes payable	$	141	$	415

Accounts payable —
Affiliated	42		89
Other	390		424
Customer deposits	84		126


Accrued taxes	57		77
Accrued interest	78		77

Accrued compensation	71		112






Natural gas cost over recovery	171		214
Other regulatory liabilities	26		19
Other current liabilities	140		155
Total current liabilities	1,200		1,708
Long-term Debt	7,821		7,833
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	1,876		1,671
Deferred credits related to income taxes	760		759

Employee benefit obligations	108		110


Operating lease obligations	35		40
Other cost of removal obligations	1,815		1,771
Accrued environmental remediation	192		192



Other deferred credits and liabilities	204		196
Total deferred credits and other liabilities	4,990		4,739
Total Liabilities	14,011		14,280







Common Stockholder's Equity (See accompanying statements)	11,044		10,803
Total Liabilities and Stockholder's Equity	$	25,055	$	25,083

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 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
Net income	—		85		—		85

Capital contributions from parent company	40		—		—		40
Other comprehensive income	—		—		7		7
Cash dividends on common stock	—		(147)		—		(147)

Balance at June 30, 2023	$	10,689	$	21	$	28	$	10,738









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
Net income	—		108		—		108


Capital contributions from parent company	6		—		—		6
Other comprehensive income	—		—		7		7
Cash dividends on common stock	—		(151)		—		(151)

Balance at June 30, 2024	$	10,844	$	165	$	35	$	11,044

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	55
E	Consolidated Entities and Equity Method Investments	61
F	Financin g and Leases	62
G	Income Taxes	65
H	Retirement Benefits	66
I	Fair Value Measurements	69
J	Derivatives	73
K	Acquisitions and Dispositions	84
L	Segment and Related Information	85

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 June 30, 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 both June 30, 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.

Table of Contents Index to Financial Statements

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Other intangible assets were as follows:


	At June 30, 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	$	212	$	(177)	$	35	$	212	$	(172)	$	40
Trade names	64		(56)		8		64		(53)		11
PPA fair value adjustments	390		(158)		232		390		(148)		242
Other	3		(3)		—		3		(3)		—
Total subject to amortization	$	669	$	(394)	$	275	$	669	$	(376)	$	293
Not subject to amortization:
FCC licenses	75		—		75		75		—		75
Total other intangible assets	$	744	$	(394)	$	350	$	744	$	(376)	$	368

Southern Power*()**
PPA fair value adjustments	$	390	$	(158)	$	232	$	390	$	(148)	$	242

Southern Company Gas*()**

Gas marketing services
Customer relationships	$	156	$	(147)	$	9	$	156	$	(145)	$	11
Trade names	26		(22)		4		26		(21)		5
Total other intangible assets	$	182	$	(169)	$	13	$	182	$	(166)	$	16

(*) All subject to amortization.

Amortization associated with other intangible assets was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(in millions)
Southern Company(a)	$	9	$	9	$	18	$	18
Southern Power(b)	5		5		10		10
Southern Company Gas	1		2		3		5

(a)Includes $5 million for the three months ended June 30, 2024 and 2023 and $10 million for the six months ended June 30, 2024 and 2023 recorded as a reduction to operating revenues.

(b)Recorded as a reduction to operating revenues.

Table of Contents Index to Financial Statements

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 June 30, 2024
Cash and cash equivalents	$	1,152	$	287	$	68	$	145	$	34
Restricted cash(a):
Other current assets	46		2		26		17		1
Other deferred charges and assets	14		—		14		—		—
Total cash, cash equivalents, and restricted cash(b)	$	1,211	$	289	$	107	$	162	$	35

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 June 30, 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 June 30, 2024 is expected to be restored prior to year-end.

Table of Contents Index to Financial Statements

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 six months ended June 30, 2024 was as follows:


	Southern Company		Alabama Power		Georgia Power		Mississippi Power
	(in millions)
Balance at December 31, 2023	$	66	$	76	$	(54)	$	44
Accrual	30		6		16		8
Weather-related damages	(45)		(20)		(23)		(2)
Balance at June 30, 2024	$	51	$	62	$	(61)	$	50

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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(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 June 30, 2024 and December 31, 2023 were as follows:


Regulatory Clause	Balance Sheet Line Item	June 30, 2024		December 31, 2023
		(in millions)
Alabama Power
Rate CNP Compliance	Other regulatory assets, current	$	—	$	8
	Other regulatory assets, deferred	46		25
Rate CNP PPA	Other regulatory assets, current	18		18
	Other regulatory assets, deferred	76		85
Rate ECR	Regulatory assets – under recovered retail fuel clause revenues	115		246



Georgia Power
Fuel Cost Recovery	Receivables – under recovered retail fuel clause revenues	$	671	$	694
	Deferred under recovered retail fuel clause revenues	950		1,211

Mississippi Power
Fuel Cost Recovery(*)	Receivables – customer accounts, net	$	16	$	—
	Deferred under recovered retail fuel clause revenues	—		50
	Over recovered retail fuel clause revenues	—		27

Ad Valorem Tax	Other regulatory assets, deferred	15		12


Southern Company Gas

Natural Gas Cost Recovery	Natural gas cost over recovery	$	171	$	214

(*)Mississippi Power also has wholesale MRA and Market Based (MB) fuel cost recovery factors. At June 30, 2024 and December 31, 2023, wholesale MRA fuel costs were over recovered $11 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

Rate ECR

On May 8, 2024, the Alabama PSC issued a consent order to lower Rate ECR from 3.270 cents per KWH to 3.015 cents per KWH, or approximately $135 million annually, effective with July 2024 billings. The approved decrease in the Rate ECR factor will have no significant effect on Alabama Power's net income but will decrease operating cash flows related to fuel cost recovery. The rate will adjust to 5.910 cents per KWH in January 2026 absent a further order from the Alabama PSC.

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.

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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.

Georgia Power

Integrated Resource Plans

On June 27, 2024, the FERC approved five affiliate PPAs with Southern Power with capacities of 1,258 MWs beginning in 2024, 380 MWs beginning in 2025, and 228 MWs beginning in 2028, procured through requests for proposals authorized in the 2019 IRP. See Note (F) under "Georgia Power Lease Modification" for additional information.

On April 16, 2024, the Georgia PSC approved Georgia Power's updated IRP (2023 IRP Update) as modified by a stipulation 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, on which the Georgia PSC is expected to render a decision on August 20, 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. Georgia Power is required to file semi-annual construction monitoring reports with the Georgia PSC through commercial operation.
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 $236 million. On April 24, 2024, the sale, with a purchase price of $351 million, was completed resulting in a pre-tax gain of approximately $114 million ($84 million after tax) recorded in the second quarter 2024.

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Nuclear Construction

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.

Cost and Schedule

Georgia Power placed Unit 3 and Unit 4 in service on July 31, 2023 and April 29, 2024, respectively. Since placing Unit 4 in service, Southern Nuclear has evaluated the remaining expected site demobilization costs and other contractor obligations and reduced the remaining estimate to complete forecast by approximately $21 million. Accordingly, Georgia Power recorded a pre-tax credit to income of approximately $21 million ($16 million after tax) in the second quarter 2024 to recognize capital costs previously charged to income.

Georgia Power's net capital costs incurred through June 30, 2024 in connection with Plant Vogtle Units 3 and 4, and its approximate proportionate share of additional capital costs to be incurred after June 30, 2024, including completion of site demobilization and remaining contractor obligations, is as follows:


	(in millions)



Total project capital cost forecast(a)(b)	$	10,732
Net investment at June 30, 2024(b)	(10,641)
Remaining estimate to complete	$	91

(a)Includes approximately $1.2 billion of costs that are not shared with the other Vogtle Owners. Excludes financing costs capitalized through AFUDC of approximately $440 million accrued through Unit 4's in-service date.

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

Georgia Power's financing costs for construction of Plant Vogtle Units 3 and 4 totaled approximately $3.53 billion, of which $3.08 billion had been recovered through Unit 4's in-service date.

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 Power deferred as a regulatory asset the debt component of financing costs as well as the remaining depreciation expense until Unit 4 costs were placed in retail base rates as described below. The regulatory assets for the debt component of financing costs and depreciation expense are being recovered over a period of 10 years beginning May 2024, as approved by the Georgia PSC, with a remaining balance of $24 million and $31 million, respectively, at June 30, 2024. The equity component of financing costs ($42 million at June 30, 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 statements of income 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 $80 million through 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 resulted in a 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

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(UNAUDITED)

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. Financing costs of $10 million that were not recovered through the NCCR tariff will be addressed in Georgia Power's next retail rate case proceeding.

Mississippi Power

Performance Evaluation Plan

On June 13, 2024, the Mississippi PSC approved Mississippi Power's annual retail PEP filing for 2024 with no change in retail rates.

Environmental Compliance Overview Plan

On May 7, 2024, the Mississippi PSC approved Mississippi Power's annual ECO Plan filing for 2024, resulting in an $8 million annual increase in revenues effective with the first billing cycle of June 2024.

Ad Valorem Tax Adjustment

On June 13, 2024, the Mississippi PSC approved Mississippi Power's annual ad valorem tax adjustment filing for 2024, resulting in a $5 million annual decrease in revenues effective with the first billing cycle of July 2024. This decrease is not expected to have a significant effect on Mississippi Power's net income but will affect operating cash flows.

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 $480 million at June 30, 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 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. On May 28, 2024, the FERC issued an order accepting Mississippi Power's request effective May 29, 2024, subject to refund, and establishing hearing and settlement judge procedures. The ultimate outcome of this matter cannot be determined at this time.

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Southern Company Gas

Infrastructure Replacement Programs and Capital Projects

On June 7, 2024, the Virginia Commission approved the extension of Virginia Natural Gas' SAVE program through 2029. The extension of the program includes investments of $70 million in each year from 2025 through 2029, with a potential variance of up to $5 million allowed for the program, for a maximum total investment over the five-year extension of $355 million.

Rate Proceedings

Atlanta Gas Light

On July 2, 2024, the Georgia PSC approved a stipulation related to Atlanta Gas Light's triennial Integrated Capacity and Delivery Plan filing, filed on February 1, 2024, which allows capital investments totaling approximately $0.6 billion annually for the years 2025 through 2027 with related revenue requirement recovery through either the annual GRAM filing or the System Reinforcement Rider surcharge adjustment. Additionally, the Georgia PSC approved a surcharge recovery mechanism for capital projects related to municipal, county, and Georgia Department of Transportation (GDOT) infrastructure work. Rate changes associated with the new surcharge, if approved, will be based on requests filed annually on September 1, with new rates to become effective January 1 of the following year. Finally, the stipulation requires Atlanta Gas Light to include an alternate rate plan for the three-year period of 2025 through 2027 with its 2025 GRAM filing.

On July 31, 2024, Atlanta Gas Light submitted its annual GRAM filing with the Georgia PSC, which includes projections for the System Reinforcement Rider and municipal, county, and GDOT surcharge adjustments. The filing requests a traditional annual base rate increase of $120 million based on the projected 12-month period beginning January 1, 2025. In accordance with the approved Integrated Capacity and Delivery Plan filing, Atlanta Gas Light also included two alternative annual base rate increases for 2025 that provide for lower increases in 2025 with subsequent increases in 2026 and 2027. Resolution of the GRAM filing is expected by December 31, 2024, with new rates effective January 1, 2025. The ultimate outcome of this matter cannot be determined at this time.

Virginia Natural Gas

On May 31, 2024, Virginia Natural Gas filed a notice of intent with the Virginia Commission to file a base rate case on or after August 1, 2024. 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

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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 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, which was denied by the U.S. District Court judge on July 22, 2024. The plaintiff has 30 days to appeal the decision.

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

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(UNAUDITED)

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 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

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(UNAUDITED)

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. On May 6, 2024, the Supreme Court of New York County, New York denied First Solar's petition to vacate and confirmed the arbitration award. This matter is now concluded.

At June 30, 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 June 30, 2024 and December 31, 2023, respectively. Georgia Power has been designated or identified as a potentially responsible party at sites 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 $217 million and $222 million at June 30, 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. Southern Company Gas has identified one former manufactured gas plant site in North Carolina where environmental investigation and remediation are possible. Costs associated with this site cannot be reasonably estimated at this time.

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.

Nuclear Fuel Disposal Costs

On June 7, 2024, the Court of Federal Claims entered a final judgment on the remaining damages in the third round of lawsuits against the U.S. government awarding Alabama Power $33 million and Georgia Power $61 million (based on its ownership interests), which represent claims for the period from January 1, 2011 through December 31, 2014. All parties have until August 6, 2024 to appeal. No amounts have been recognized in the financial statements as of June 30, 2024.

The final outcome of this matter cannot be determined at this time. However, Alabama Power and Georgia Power expect to credit any recoveries for the benefit of customers in accordance with direction from their respective PSC; therefore, no material impact on Southern Company's, Alabama Power's, or Georgia Power's net income is expected.

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

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(UNAUDITED)

$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 and six months ended June 30, 2024 and 2023:


	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Three Months Ended June 30, 2024
Operating revenues
Retail electric revenues
Residential	$	2,049	$	736	$	1,236	$	77	$	—	$	—
Commercial	1,613		508		1,023		82		—		—
Industrial	962		445		434		83		—		—
Other	30		3		25		2		—		—
Total retail electric revenues	4,654		1,692		2,718		244		—		—
Natural gas distribution revenues
Residential	287		—		—		—		—		287
Commercial	69		—		—		—		—		69
Transportation	304		—		—		—		—		304
Industrial	5		—		—		—		—		5
Other	63		—		—		—		—		63
Total natural gas distribution revenues	728		—		—		—		—		728
Wholesale electric revenues
PPA energy revenues	265		55		22		1		192		—
PPA capacity revenues	153		23		32		15		99		—
Non-PPA revenues	54		27		2		95		50		—
Total wholesale electric revenues	472		105		56		111		341		—
Other natural gas revenues
Gas marketing services	68		—		—		—		—		68
Other	6		—		—		—		—		6
Total other natural gas revenues	74		—		—		—		—		74
Other revenues	419		62		185		10		11		—
Total revenue from contracts with customers	6,347		1,859		2,959		365		352		802
Other revenue sources(*)	116		14		(84)		(1)		172		29
Total operating revenues	$	6,463	$	1,873	$	2,875	$	364	$	524	$	831

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	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Six Months Ended June 30, 2024
Operating revenues
Retail electric revenues
Residential	$	3,900	$	1,501	$	2,252	$	147	$	—	$	—
Commercial	3,084		976		1,955		153		—		—
Industrial	1,834		855		817		162		—		—
Other	60		6		50		4		—		—
Total retail electric revenues	8,878		3,338		5,074		466		—		—
Natural gas distribution revenues
Residential	1,032		—		—		—		—		1,032
Commercial	245		—		—		—		—		245
Transportation	666		—		—		—		—		666
Industrial	21		—		—		—		—		21
Other	176		—		—		—		—		176
Total natural gas distribution revenues	2,140		—		—		—		—		2,140
Wholesale electric revenues
PPA energy revenues	537		112		40		2		394		—
PPA capacity revenues	304		46		64		31		196		—
Non-PPA revenues	112		68		2		187		110		—
Total wholesale electric revenues	953		226		106		220		700		—
Other natural gas revenues
Gas marketing services	300		—		—		—		—		300
Other	11		—		—		—		—		11
Total other natural gas revenues	311		—		—		—		—		311
Other revenues	746		114		337		22		21		—
Total revenue from contracts with customers	13,028		3,678		5,517		708		721		2,451
Other revenue sources(*)	81		(14)		(244)		(2)		276		87
Total operating revenues	$	13,109	$	3,664	$	5,273	$	706	$	997	$	2,538

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	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Three Months Ended June 30, 2023
Operating revenues
Retail electric revenues
Residential	$	1,647	$	648	$	928	$	71	$	—	$	—
Commercial	1,370		465		830		75		—		—
Industrial	864		429		353		82		—		—
Other	27		3		22		2		—		—
Total retail electric revenues	3,908		1,545		2,133		230		—		—
Natural gas distribution revenues
Residential	330		—		—		—		—		330
Commercial	82		—		—		—		—		82
Transportation	284		—		—		—		—		284
Industrial	6		—		—		—		—		6
Other	51		—		—		—		—		51
Total natural gas distribution revenues	753		—		—		—		—		753
Wholesale electric revenues
PPA energy revenues	253		58		24		2		175		—
PPA capacity revenues	149		44		13		2		91		—
Non-PPA revenues	61		12		6		70		83		—
Total wholesale electric revenues	463		114		43		74		349		—
Other natural gas revenues
Gas marketing services	73		—		—		—		—		73
Other	8		—		—		—		—		8
Total other natural gas revenues	81		—		—		—		—		81
Other revenues	327		43		145		10		16		—
Total revenue from contracts with customers	5,532		1,702		2,321		314		365		834
Other revenue sources(*)	216		(13)		70		(3)		160		18
Total operating revenues	$	5,748	$	1,689	$	2,391	$	311	$	525	$	852

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	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Six Months Ended June 30, 2023
Operating revenues
Retail electric revenues
Residential	$	3,174	$	1,308	$	1,730	$	136	$	—	$	—
Commercial	2,619		894		1,582		143		—		—
Industrial	1,653		827		666		160		—		—
Other	54		6		44		4		—		—
Total retail electric revenues	7,500		3,035		4,022		443		—		—
Natural gas distribution revenues
Residential	1,226		—		—		—		—		1,226
Commercial	314		—		—		—		—		314
Transportation	603		—		—		—		—		603
Industrial	29		—		—		—		—		29
Other	168		—		—		—		—		168
Total natural gas distribution revenues	2,340		—		—		—		—		2,340
Wholesale electric revenues
PPA energy revenues	534		129		35		5		376		—
PPA capacity revenues	341		105		25		34		179		—
Non-PPA revenues	98		32		10		178		187		—
Total wholesale electric revenues	973		266		70		217		742		—
Other natural gas revenues
Gas marketing services	304		—		—		—		—		304
Other	20		—		—		—		—		20
Total other natural gas revenues	324		—		—		—		—		324
Other revenues	640		103		276		22		27		—
Total revenue from contracts with customers	11,777		3,404		4,368		682		769		2,664
Other revenue sources(*)	451		(68)		199		20		264		64
Total operating revenues	$	12,228	$	3,336	$	4,567	$	702	$	1,033	$	2,728

(*)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 June 30, 2024 and December 31, 2023:


	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Accounts Receivable
At June 30, 2024	$	3,090	$	864	$	1,448	$	102	$	141	$	387
At December 31, 2023	2,820		821		1,011		90		122		684
Contract Assets
At June 30, 2024	$	304	$	—	$	130	$	—	$	—	$	67
At December 31, 2023	271		2		121		—		—		56
Contract Liabilities
At June 30, 2024	$	235	$	2	$	42	$	—	$	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 $68 million had been received at June 30, 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 June 30, 2024 and December 31, 2023, Southern Company's unregulated distributed generation business had contract assets of $118 million and $91 million, respectively, and contract liabilities of $190 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 and six months ended June 30, 2024, which were included in contract liabilities at December 31, 2023, were $52 million and $77 million, respectively, 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 June 30, 2024 are expected to be recognized as follows:


	2024 (remaining)		2025		2026		2027		2028		Thereafter
	(in millions)
Southern Company	$	641	$	931	$	374	$	336	$	325	$	2,180
Alabama Power	12		12		—		—		—		—
Georgia Power	41		57		21		17		17		17
Mississippi Power(*)	30		63		66		69		73		—
Southern Power(*)	196		312		299		306		297		2,169
Southern Company Gas	9		—		—		—		—		—

(*)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 and six months ended June 30, 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 June 30, 2024
Lease income - interest income on sales-type leases	$	7	$	—	$	—	$	5	$	2	$	—
Lease income - operating leases	35		2		9		1		22		9
Variable lease income	129		—		—		—		139		—
Total lease income	$	171	$	2	$	9	$	6	$	163	$	9

For the Six Months Ended June 30, 2024
Lease income - interest income on sales-type leases	$	14	$	—	$	—	$	9	$	5	$	—
Lease income - operating leases	71		5		16		2		43		18
Variable lease income	201		—		—		—		218		—
Total lease income	$	286	$	5	$	16	$	11	$	266	$	18

For the Three Months Ended June 30, 2023
Lease income - interest income on sales-type leases	$	6	$	—	$	—	$	4	$	2	$	—
Lease income - operating leases	42		11		7		1		21		9
Variable lease income	123		—		—		—		132		—
Total lease income	$	171	$	11	$	7	$	5	$	155	$	9

For the Six Months Ended June 30, 2023
Lease income - interest income on sales-type leases	$	12	$	—	$	—	$	7	$	5	$	—
Lease income - operating leases	92		29		14		2		42		18
Variable lease income	192		—		—		—		207		—
Total lease income	$	296	$	29	$	14	$	9	$	254	$	18

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 is included in wholesale revenues for Alabama Power, Georgia Power, and Southern Power.

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(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 June 30, 2024 and December 31, 2023, Southern Holdings had equity method investments totaling $130 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 all periods presented.

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 June 30, 2024 and December 31, 2023, SP Solar had total assets of $5.6 billion, total liabilities of $372 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 June 30, 2024 and December 31, 2023, SP Wind had total assets of $2.1 billion, total liabilities of $185 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 June 30, 2024 and December 31, 2023, the other VIEs had total assets of $1.7 billion, total liabilities of $237 million and $230 million, respectively, and noncontrolling interests of $725 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 June 30, 2024 and December 31, 2023 were as follows:


Investment Balance	June 30, 2024		December 31, 2023
	(in millions)
SNG	$	1,213	$	1,202
Other	33		33
Total	$	1,246	$	1,235

The earnings from Southern Company Gas' equity method investment related to SNG were $32 million and $28 million for the three months ended June 30, 2024 and 2023, respectively, and $76 million and $72 million for the six months ended June 30, 2024 and 2023, respectively. The earnings from Southern Company Gas' other equity method investments were immaterial for all periods presented.

(F) FINANCING AND LEASES

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 June 30, 2024, committed credit arrangements with banks were as follows:


	Expires
Company	2025		2026		2027		2029		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	300		—		—		1,750		2,050		2,026		300
Mississippi Power	—		—		275		—		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	$	580	$	650	$	275	$	6,400	$	7,905	$	7,877	$	580

(a)Arrangement expiring in 2029 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 $10 million and $11 million, respectively, was unused at June 30, 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 2029. Southern Company Gas' committed credit arrangement expiring in 2029 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 2029, 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 2025.

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. In May 2024, (i) Alabama Power, Georgia Power, and Southern Company Gas Capital, along with Nicor Gas, extended the maturity

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dates of certain of their multi-year credit arrangements from 2028 to 2029; (ii) Southern Company and Southern Power extended the maturity date of their combined multi-year credit arrangement from 2028 to 2029; (iii) Southern Company, Nicor Gas, and SEGCO amended their credit arrangements aggregating $150 million, $100 million, and $30 million, respectively, which extended the maturity dates from 2024 to 2025; and (iv) Georgia Power entered into two new credit arrangements aggregating $300 million, which mature in 2025. In June 2024, Mississippi Power amended certain of its multi-year credit arrangements aggregating $150 million, which extended the maturity dates from 2026 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 June 30, 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 June 30, 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 June 30, 2024, Alabama Power and Georgia Power had approximately $207 million and $100 million, respectively, of fixed rate revenue bonds outstanding that are required to be remarketed within the next 12 months. Alabama Power's $207 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.

Convertible Senior Notes

In May 2024, Southern Company issued $1.5 billion aggregate principal amount of Series 2024A 4.50% Convertible Senior Notes due June 15, 2027 (Series 2024A Convertible Senior Notes).

Interest on the Series 2024A Convertible Senior Notes is payable semiannually, beginning December 15, 2024. The Series 2024A Convertible Senior Notes will mature on June 15, 2027, unless earlier converted or repurchased, but are not redeemable at the option of Southern Company. The Series 2024A Convertible Senior Notes are direct, unsecured, and unsubordinated obligations of Southern Company, ranking equally with all of Southern Company's other unsecured and unsubordinated indebtedness from time to time outstanding, and are effectively subordinated to all secured indebtedness of Southern Company.

Holders may convert their Series 2024A Convertible Senior Notes at their option prior to the close of business on the business day preceding March 15, 2027, but only under the following circumstances:

during any calendar quarter (and only during such calendar quarter), if the last reported sale price of Southern Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day as determined by Southern Company;

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during the five business day period after any 10 consecutive trading day period (Measurement Period) in which the trading price per $1,000 principal amount of Series 2024A Convertible Senior Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day; or
upon the occurrence of certain corporate events specified in the indenture governing the Series 2024A Convertible Senior Notes.

On or after March 15, 2027, a holder may convert all or any portion of its Series 2024A Convertible Senior Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions.

Southern Company will settle conversions of the Series 2024A Convertible Senior Notes by paying cash up to the aggregate principal amount of the Series 2024A Convertible Senior Notes to be converted and paying or delivering, as the case may be, cash, shares of common stock, or a combination of cash and shares of common stock, at Southern Company's election, in respect of the remainder, if any, of Southern Company's conversion obligation in excess of the aggregate principal amount of the Series 2024A Convertible Senior Notes being converted. The Series 2024A Convertible Senior Notes are initially convertible at a rate of 10.8166 shares of common stock per $1,000 principal amount converted, which is approximately equal to $92.45 per share of common stock. The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change (as defined in the indenture governing the Series 2024A Convertible Senior Notes), Southern Company will, in certain circumstances, increase the conversion rate by a number of additional shares of common stock for conversions in connection with the make-whole fundamental change.

Upon the occurrence of a fundamental change (as defined in the indenture governing the Series 2024A Convertible Senior Notes), holders of the Series 2024A Convertible Senior Notes may require Southern Company to purchase all or a portion of their Series 2024A Convertible Senior Notes, in principal amounts equal to $1,000 or an integral multiple thereof, for cash at a price equal to 100% of the principal amount of the Series 2024A Convertible Senior Notes to be purchased plus any accrued and unpaid interest.

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 and Series 2024A 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 and Series 2024A Convertible Senior Notes is determined using the net share settlement method. See "Convertible Senior Notes" herein and 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 June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
	(in millions)
As reported shares	1,096	1,092	1,095	1,092
Effect of stock-based compensation	6	6	6	6
Diluted shares	1,102	1,098	1,101	1,098

For the three and six months ended June 30, 2024, there were no anti-dilutive shares. For the three and six months ended June 30, 2023, an immaterial number of stock-based compensation awards was excluded from the diluted EPS calculation because the awards were anti-dilutive.

For all periods presented, there was no dilution resulting from the Series 2023A convertible senior notes or Series 2024A Convertible Senior Notes.

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Georgia Power Lease Modification

See Note 9 to the financial statements in Item 8 of the Form 10-K for information on Georgia Power's leases. In June 2024, Georgia Power recognized a lease modification related to an existing affiliate PPA with Southern Power which converted from an operating lease to a finance lease upon its approval by the FERC. As a result, Georgia Power removed from its balance sheet operating lease right-of-use assets, net of amortization of $8 million and lease obligations of $10 million maturing through 2025 and recorded finance lease right-of-use assets of $44 million and lease obligations of $45 million maturing through 2035. See Note (B) under "Georgia Power – Integrated Resource Plans" for additional information.

(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 18.5% for the six months ended June 30, 2024 compared to 10.7% 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, higher pre-tax earnings, and an increase in the valuation allowance on certain state tax credit carryforwards at Georgia Power, partially offset by an increase in PTCs and the recognition of certain state tax positions from amended returns primarily at Georgia Power. See "Unrecognized Tax Benefits" herein for additional information.

Alabama Power

Alabama Power's effective tax rate was 21.0% for the six months ended June 30, 2024 compared to 3.9% 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.

Georgia Power

Georgia Power's effective tax rate was 18.4% for the six months ended June 30, 2024 compared to 15.8% for the corresponding period in 2023. The effective tax rate increase was primarily due to higher pre-tax earnings and an increase in the valuation allowance on certain state tax credit carryforwards, partially offset by an increase in PTCs and the recognition of certain state tax positions from amended returns. See "Unrecognized Tax Benefits" herein for additional information.

Mississippi Power

Mississippi Power's effective tax rate was 18.4% for the six months ended June 30, 2024 compared to 15.2% 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.

Unrecognized Tax Benefits

Southern Company's and Georgia Power's unrecognized tax positions balances at June 30, 2024 were $73 million and $34 million, respectively, compared to $116 million and $77 million, respectively, at December 31, 2023. The decreases from prior periods are primarily related to the 2019 and 2020 amended state filing positions related to tax credit utilization and decreased Southern Company's and Georgia Power's effective tax rates.

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(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.

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 and six months ended June 30, 2024 and 2023 are presented in the following tables.

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(UNAUDITED)


	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Three Months Ended June 30, 2024
Pension Plans
Service cost	$	73	$	17	$	17	$	3	$	1	$	7
Interest cost	158		37		48		7		2		11
Expected return on plan assets	(315)		(76)		(98)		(15)		(4)		(21)
Amortization:
Prior service costs	—		—		1		—		—		(1)
Regulatory asset	—		—		—		—		—		4
Net loss	13		4		4		2		1		—
Net periodic pension income	$	(71)	$	(18)	$	(28)	$	(3)	$	—	$	—

Postretirement Benefits
Service cost	$	3	$	1	$	1	$	—	$	—	$	—
Interest cost	17		4		5		—		—		2
Expected return on plan assets	(22)		(8)		(8)		—		—		(2)
Amortization:

Regulatory asset	—		—		—		—		—		2
Net gain	(4)		(2)		—		—		—		(1)
Net periodic postretirement benefit cost (income)	$	(6)	$	(5)	$	(2)	$	—	$	—	$	1

Six Months Ended June 30, 2024
Pension Plans
Service cost	$	146	$	34	$	35	$	6	$	3	$	14
Interest cost	317		74		96		14		4		21
Expected return on plan assets	(631)		(153)		(197)		(29)		(8)		(43)
Amortization:
Prior service costs	—		—		1		—		—		(1)
Regulatory asset	—		—		—		—		—		8
Net loss	27		8		9		2		1		—
Net periodic pension income	$	(141)	$	(37)	$	(56)	$	(7)	$	—	$	(1)

Postretirement Benefits
Service cost	$	7	$	2	$	2	$	—	$	—	$	—
Interest cost	33		8		11		1		—		4
Expected return on plan assets	(44)		(17)		(16)		—		—		(4)
Amortization:
Prior service costs	1		—		—		—		—		—
Regulatory asset	—		—		—		—		—		3
Net gain	(8)		(2)		(1)		(1)		—		(3)
Net periodic postretirement benefit income	$	(11)	$	(9)	$	(4)	$	—	$	—	$	—

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	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Three Months Ended June 30, 2023
Pension Plans
Service cost	$	69	$	16	$	17	$	3	$	1	$	6
Interest cost	157		36		47		7		2		11
Expected return on plan assets	(308)		(74)		(96)		(14)		(4)		(22)
Amortization:
Prior service costs	—		—		1		—		—		(1)
Regulatory asset	—		—		—		—		—		4
Net (gain)/loss	8		3		3		—		—		(1)
Net periodic pension income	$	(74)	$	(19)	$	(28)	$	(4)	$	(1)	$	(3)

Postretirement Benefits
Service cost	$	3	$	1	$	1	$	—	$	—	$	—
Interest cost	17		4		7		1		—		2
Expected return on plan assets	(20)		(9)		(8)		—		—		(2)
Amortization:
Prior service costs	1		—		—		—		—		—
Regulatory asset	—		—		—		—		—		2
Net gain	(3)		—		(1)		—		—		(1)
Net periodic postretirement benefit cost (income)	$	(2)	$	(4)	$	(1)	$	1	$	—	$	1

Six Months Ended June 30, 2023
Pension Plans
Service cost	$	138	$	32	$	34	$	6	$	3	$	12
Interest cost	313		72		95		14		4		21
Expected return on plan assets	(615)		(148)		(192)		(28)		(8)		(44)
Amortization:
Prior service costs	—		—		1		—		—		(1)
Regulatory asset	—		—		—		—		—		8
Net (gain) loss	16		5		6		—		—		(2)
Net periodic pension income	$	(148)	$	(39)	$	(56)	$	(8)	$	(1)	$	(6)

Postretirement Benefits
Service cost	$	7	$	2	$	2	$	—	$	—	$	—
Interest cost	35		8		13		2		—		4
Expected return on plan assets	(41)		(17)		(15)		(1)		—		(3)
Amortization:
Prior service costs	1		—		—		—		—		—
Regulatory asset	—		—		—		—		—		3
Net gain	(6)		(1)		(2)		—		—		(2)
Net periodic postretirement benefit cost (income)	$	(4)	$	(8)	$	(2)	$	1	$	—	$	2

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(UNAUDITED)

(I) FAIR VALUE MEASUREMENTS

At June 30, 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 June 30, 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)	$	5	$	62	$	—	$	—	$	67
Interest rate derivatives	—		1		—		—		1

Investments in trusts:(b)
Domestic equity	794		245		—		—		1,039
Foreign equity	155		180		—		—		335
U.S. Treasury and government agency securities	—		362		—		—		362
Municipal bonds	—		48		—		—		48
Pooled funds – fixed income	—		7		—		—		7
Corporate bonds	—		434		—		—		434
Mortgage and asset backed securities	—		106		—		—		106
Private equity	—		—		—		178		178
Cash and cash equivalents	1		—		—		—		1
Other	40		4		—		9		53
Cash equivalents and restricted cash	447		17		—		—		464
Other investments	9		24		8		—		41
Total	$	1,451	$	1,490	$	8	$	187	$	3,136
Liabilities:
Energy-related derivatives(a)	$	17	$	213	$	—	$	—	$	230
Interest rate derivatives	—		295		—		—		295
Foreign currency derivatives	—		178		—		—		178
Contingent consideration	3		—		16		—		19
Other	—		13		9		—		22
Total	$	20	$	699	$	25	$	—	$	744

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(UNAUDITED)


	Fair Value Measurements Using:
At June 30, 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	$	—	$	22	$	—	$	—	$	22

Nuclear decommissioning trusts:(b)
Domestic equity	433		237		—		—		670
Foreign equity	155		—		—		—		155
U.S. Treasury and government agency securities	—		22		—		—		22
Municipal bonds	—		1		—		—		1
Corporate bonds	—		267		—		—		267
Mortgage and asset backed securities	—		28		—		—		28
Private equity	—		—		—		178		178
Other	8		1		—		9		18
Cash equivalents and restricted cash	13		17		—		—		30
Other investments	—		24		—		—		24
Total	$	609	$	619	$	—	$	187	$	1,415
Liabilities:
Energy-related derivatives	$	—	$	73	$	—	$	—	$	73



Georgia Power
Assets:
Energy-related derivatives	$	—	$	14	$	—	$	—	$	14

Nuclear decommissioning trusts:(b)
Domestic equity	361		1		—		—		362
Foreign equity	—		179		—		—		179
U.S. Treasury and government agency securities	—		340		—		—		340
Municipal bonds	—		47		—		—		47
Corporate bonds	—		167		—		—		167
Mortgage and asset backed securities	—		78		—		—		78
Other	32		3		—		—		35

Total	$	393	$	829	$	—	$	—	$	1,222
Liabilities:
Energy-related derivatives	$	—	$	78	$	—	$	—	$	78

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(UNAUDITED)


	Fair Value Measurements Using:
At June 30, 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	$	—	$	16	$	—	$	—	$	16



Liabilities:
Energy-related derivatives	$	—	$	47	$	—	$	—	$	47



Southern Power
Assets:
Energy-related derivatives	$	—	$	4	$	—	$	—	$	4



Liabilities:
Energy-related derivatives	$	—	$	3	$	—	$	—	$	3
Foreign currency derivatives	—		30		—		—		30
Contingent consideration	3		—		16		—		19
Other	—		13		9		—		22
Total	$	3	$	46	$	25	$	—	$	74

Southern Company Gas
Assets:
Energy-related derivatives(a)	$	5	$	6	$	—	$	—	$	11
Interest rate derivatives	—		1		—		—		1
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	$	6	$	22	$	—	$	—	$	28
Liabilities:
Energy-related derivatives(a)	$	17	$	12	$	—	$	—	$	29
Interest rate derivatives	—		89		—		—		89

Total	$	17	$	101	$	—	$	—	$	118

(a)Excludes cash collateral of $24 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 and six months ended June 30, 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				Six Months Ended
Fair value increases (decreases)	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
	(in millions)
Southern Company	$	32	$	132	$	135	$	228
Alabama Power	19		58		87		103
Georgia Power	13		74		48		125

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 2036, 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 the obligations 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 June 30, 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 $187 million and unfunded commitments related to the private market investments totaled $89 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 June 30, 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	$	62.4	$	11.2	$	17.8	$	1.7	$	2.7	$	7.8
Fair value	56.7		9.7		16.0		1.5		2.5		6.6

(*)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 June 30, 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(*)	464	2030	2028
Alabama Power	124	2027	2024
Georgia Power	132	2027	2024
Mississippi Power	107	2028	2024
Southern Power	7	2030	2024
Southern Company Gas(*)	94	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 103 million mmBtu long natural gas positions and 9 million mmBtu short natural gas positions at June 30, 2024, which is also included in Southern Company's total volume.

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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 11 million mmBtu for Southern Company, which includes 3 million mmBtu for Alabama Power, 4 million mmBtu for Georgia Power, 2 million mmBtu for Mississippi Power, and 2 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 June 30, 2025 are $12 million for Southern Company and immaterial for Southern Power and Southern Company Gas.

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 June 30, 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 June 30, 2024
	(in millions)					(in millions)
Cash Flow Hedges of Forecasted Debt
Southern Company Gas	$	100	4.30%	N/A	September 2024	$	1

Fair Value Hedges of Existing Debt
Southern Company parent	400		1-month SOFR + 0.80%	1.75%	March 2028	(50)
Southern Company parent	1,000		1-month SOFR + 2.48%	3.70%	April 2030	(157)
Southern Company Gas	500		1-month SOFR + 0.49%	1.75%	January 2031	(89)
Southern Company	$	2,000				$	(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 June 30, 2025 are $(15) 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,

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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 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 June 30, 2024, the following foreign currency derivatives were outstanding:


	Pay Notional		Pay Rate	Receive Notional		Receive Rate	Hedge Maturity Date	Fair Value Gain (Loss) at June 30, 2024
	(in millions)			(in millions)				(in millions)
Cash Flow Hedges of Existing Debt
Southern Power	$	564	3.78%	€	500	1.85%	June 2026	$	(30)

Fair Value Hedges of Existing Debt

Southern Company parent	1,476		3.39%	1,250		1.88%	September 2027	(148)


Southern Company	$	2,040		€	1,750			$	(178)

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 June 30, 2025 are $11 million 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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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

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


	At June 30, 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	$	26	$	139	$	12	$	198
Other current assets/Other deferred credits and liabilities	34		75		31		117


Total derivatives designated as hedging instruments for regulatory purposes	60		214		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	1		13		—		29
Other deferred charges and assets/Other deferred credits and liabilities	4		1		3		4
Interest rate derivatives:
Other current assets/Liabilities from risk management activities, net of collateral	1		77		—		74
Other deferred charges and assets/Other deferred credits and liabilities	—		219		—		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	—		143		—		88
Total derivatives designated as hedging instruments in cash flow and fair value hedges	6		488		3		419
Energy-related derivatives not designated as hedging instruments

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

Total derivatives not designated as hedging instruments	2		2		9		10
Gross amounts recognized	68		704		55		744
Gross amounts offset(a)	(38)		(62)		(23)		(85)
Net amounts recognized in the Balance Sheets(b)	$	30	$	642	$	32	$	659

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(UNAUDITED)


	At June 30, 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	$	12	$	48	$	6	$	69
Other deferred charges and assets/Other deferred credits and liabilities	10		25		9		41
Total derivatives designated as hedging instruments for regulatory purposes	22		73		15		110






Gross amounts offset	(13)		(13)		(10)		(10)
Net amounts recognized in the Balance Sheets	$	9	$	60	$	5	$	100

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

Other current assets/Other current liabilities	$	3	$	56	$	2	$	82
Other deferred charges and assets/Other deferred credits and liabilities	11		22		10		42
Total derivatives designated as hedging instruments for regulatory purposes	14		78		12		124





Energy-related derivatives not designated as hedging instruments

Other current assets/Other current liabilities	—		—		1		—

Gross amounts recognized	14		78		13		124
Gross amounts offset	(13)		(13)		(11)		(11)
Net amounts recognized in the Balance Sheets	$	1	$	65	$	2	$	113

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

Other current assets/Other current liabilities	$	4	$	21	$	3	$	27
Other deferred charges and assets/Other deferred credits and liabilities	12		26		12		34
Total derivatives designated as hedging instruments for regulatory purposes	16		47		15		61






Gross amounts offset	(15)		(15)		(14)		(14)
Net amounts recognized in the Balance Sheets	$	1	$	32	$	1	$	47

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(UNAUDITED)


	At June 30, 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	$	—	$	3	$	—	$	5
Other deferred charges and assets/Other deferred credits and liabilities	4		—		3		—
Foreign currency derivatives:
Other current assets/Other current liabilities	—		10		—		11
Other deferred charges and assets/Other deferred credits and liabilities	—		20		—		11
Total derivatives designated as hedging instruments in cash flow and fair value hedges	4		33		3		27





Gross amounts recognized	4		33		3		27

Net amounts recognized in the Balance Sheets	$	4	$	33	$	3	$	27

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

Other current assets/Other current liabilities	$	7	$	14	$	1	$	20
Other deferred charges and assets/Other deferred credits and liabilities	1		2		—		—
Total derivatives designated as hedging instruments for regulatory purposes	8		16		1		20
Derivatives designated as hedging instruments in cash flow and fair value hedges
Energy-related derivatives:
Other current assets/Other current liabilities	1		10		—		24
Other deferred charges and assets/Other deferred credits and liabilities	—		1		—		4
Interest rate derivatives:
Other current assets/Other current liabilities	1		20		—		20
Other deferred charges and assets/Other deferred credits and liabilities	—		69		—		59
Total derivatives designated as hedging instruments in cash flow and fair value hedges	2		100		—		107
Energy-related derivatives not designated as hedging instruments

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

Total derivatives not designated as hedging instruments	2		2		8		10
Gross amounts recognized	12		118		9		137
Gross amounts offset(a)	3		(21)		12		(50)
Net amounts recognized in the Balance Sheets(b)	$	15	$	97	$	21	$	87

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(UNAUDITED)

(a)Gross amounts offset includes cash collateral held on deposit in broker margin accounts of $24 million and $62 million at June 30, 2024 and December 31, 2023, respectively.

(b)Net amounts of derivative instruments outstanding exclude immaterial premium and intrinsic value associated with weather derivatives at December 31, 2023. There were no such instruments at June 30, 2024.

(c)Energy-related derivatives not designated as hedging instruments were immaterial for Alabama Power, Mississippi Power, and Southern Power at June 30, 2024. There were no such instruments for Alabama Power and Mississippi Power and energy-related derivatives not designated as hedging instruments for Southern Power were immaterial at December 31, 2023.

At June 30, 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 June 30, 2024:
Energy-related derivatives:
Other regulatory assets, current	$	(123)	$	(45)	$	(53)	$	(17)	$	(8)
Other regulatory assets, deferred	(42)		(15)		(12)		(15)		—


Other regulatory liabilities, current	14		8		—		1		5
Other regulatory liabilities, deferred	2		1		1		—		—
Total energy-related derivative gains (losses)	$	(149)	$	(51)	$	(64)	$	(31)	$	(3)

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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(UNAUDITED)

For the three and six months ended June 30, 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 June 30,				For the Six Months Ended June 30,
2024	2023		2024		2023
	(in millions)
Southern Company
Cash flow hedges:
Energy-related derivatives	$	3	$	(5)	$	(5)	$	(50)
Interest rate derivatives	1		3		24		(10)
Foreign currency derivatives	(6)		8		(20)		9
Fair value hedges(*):
Foreign currency derivatives	(4)		30		(4)		1
Total	$	(6)	$	36	$	(5)	$	(50)


Georgia Power
Cash flow hedges:
Interest rate derivatives	$	—	$	(1)	$	16	$	(3)

Mississippi Power
Cash flow hedges:
Interest rate derivatives	$	—	$	—	$	7	$	—
Southern Power
Cash flow hedges:
Energy-related derivatives	$	1	$	(2)	$	—	$	(13)

Foreign currency derivatives	(6)		8		(20)		9
Total	$	(5)	$	6	$	(20)	$	(4)
Southern Company Gas
Cash flow hedges:
Energy-related derivatives	$	2	$	(3)	$	(5)	$	(37)
Interest rate derivatives	1		3		1		4
Total	$	3	$	—	$	(4)	$	(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.

For the three and six months ended June 30, 2024 and 2023, the pre-tax effects of energy-related derivatives designated as cash flow hedging instruments on accumulated OCI were immaterial for Alabama Power and Mississippi Power.

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(UNAUDITED)

For the three and six months ended June 30, 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 June 30,				For the Six Months Ended June 30,

2024	2023		2024		2023
	(in millions)				(in millions)
Southern Company
Total cost of natural gas	$	149	$	199	$	754	$	1,097
Gain (loss) on energy-related cash flow hedges(a)	(7)		(9)		(30)		(29)
Total other operations and maintenance	1,409		1,489		2,881		2,929
Gain (loss) on energy-related cash flow hedges(a)	—		—		(1)		—
Total depreciation and amortization	1,182		1,112		2,327		2,222
Gain (loss) on energy-related cash flow hedges(a)	(1)		(4)		(2)		(13)
Total interest expense, net of amounts capitalized	(694)		(610)		(1,358)		(1,192)
Gain (loss) on interest rate cash flow hedges(a)	(4)		(5)		(8)		(9)
Gain (loss) on foreign currency cash flow hedges(a)	(3)		(2)		(6)		(5)
Gain (loss) on interest rate fair value hedges(b)	—		(45)		(31)		(3)
Total other income (expense), net	151		142		302		286
Gain (loss) on foreign currency cash flow hedges(a)(c)	(5)		—		(17)		10
Gain (loss) on foreign currency fair value hedges	(18)		29		21		26
Amount excluded from effectiveness testing recognized in earnings	5		(29)		5		(1)










Southern Power
Total depreciation and amortization	$	127	$	122	$	245	$	250
Gain (loss) on energy-related cash flow hedges(a)	(1)		(4)		(2)		(13)
Total interest expense, net of amounts capitalized	(30)		(33)		(59)		(66)
Gain (loss) on foreign currency cash flow hedges(a)	(3)		(2)		(6)		(5)
Total other income (expense), net	3		2		6		4
Gain (loss) on foreign currency cash flow hedges(a)(c)	(5)		—		(17)		10
Southern Company Gas
Total cost of natural gas	$	149	$	199	$	754	$	1,097
Gain (loss) on energy-related cash flow hedges(a)	(7)		(9)		(30)		(29)
Total other operations and maintenance	288		309		581		615
Gain (loss) on energy-related cash flow hedges(a)	—		—		(1)		—
Total interest expense, net of amounts capitalized	(83)		(73)		(167)		(150)
Gain (loss) on interest rate cash flow hedges(a)	—		—		—		(1)
Gain (loss) on interest rate fair value hedges(b)	(6)		(15)		(10)		(2)

(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 all periods presented.

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(UNAUDITED)

At June 30, 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 June 30, 2024		At December 31, 2023		At June 30, 2024		At December 31, 2023
	(in millions)				(in millions)
Southern Company

Long-term debt	$	(2,963)	$	(3,024)	$	254	$	235

Southern Company Gas

Long-term debt	$	(417)	$	(427)	$	80	$	70

Pre-tax gains on energy-related derivatives not designated as hedging instruments were $16 million and $63 million for the three and six months ended June 30, 2024, respectively, and $16 million and $29 million for the three and six months ended June 30, 2023, 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 for all periods presented.

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 June 30, 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 $65 million at June 30, 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 $15 million at June 30, 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 June 30, 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 June 30, 2024, cash collateral posted in these accounts was immaterial for Alabama Power and Southern 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 June 30, 2024, cash collateral held on deposit in broker margin accounts was $24 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

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(UNAUDITED)

have investment grade credit ratings by Moody's and S&P or with counterparties who have posted collateral to 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 six months ended June 30, 2024, Southern Power completed construction of and placed in service the 150-MW South Cheyenne solar facility. In addition, Southern Power continued construction of the 200-MW first phase and the 180-MW second phase of the Millers Branch solar facility. Southern Power also committed to expand construction by an additional 90 MWs through a third phase of the Millers Branch solar project. At June 30, 2024, the total cost of construction incurred for the Millers Branch project was $117 million, which is primarily included in CWIP.


Project Facility	Resource	Approximate Nameplate Capacity (MW)	Location	Projected/ Actual COD	PPA Contract Period
Projects Completed During the Six Months Ended June 30, 2024
South Cheyenne	Solar	150	Laramie County, WY	Second quarter 2024	20 years
Projects Under Construction at June 30, 2024
Millers Branch(*)
Phase I	Solar	200	Haskell County, TX	Fourth quarter 2025	20 years
Phase II	Solar	180	Haskell County, TX	Second quarter 2026	15 years
Phase III	Solar	90	Haskell County, TX	Fourth quarter 2026	15 years

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

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(UNAUDITED)

(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. 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 $86 million and $179 million for the three and six months ended June 30, 2024, respectively and $116 million and $251 million for the three and six months ended June 30, 2023, respectively. Revenues from sales of natural gas from Southern Company Gas to the traditional electric operating companies and Southern Power were immaterial for all 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.

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(UNAUDITED)

Financial data for business segments and products and services for the three and six months ended June 30, 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 June 30, 2024
Operating revenues	$	5,025	$	524	$	(93)	$	5,456	$	831	$	222	$	(46)	$	6,463
Segment net income (loss)(a)(b)	1,192		86		—		1,278		108		(181)		(2)		1,203
Six Months Ended June 30, 2024
Operating revenues	$	9,463	$	997	$	(189)	$	10,271	$	2,538	$	383	$	(83)	$	13,109
Segment net income (loss)(a)(b)	2,012		182		—		2,194		517		(368)		(11)		2,332
At June 30, 2024
Goodwill	$	—	$	2	$	—	$	2	$	5,015	$	144	$	—	$	5,161
Total assets	102,528		12,764		(586)		114,706		25,055		2,828		(652)		141,937
Three Months Ended June 30, 2023
Operating revenues	$	4,359	$	525	$	(120)	$	4,764	$	852	$	180	$	(48)	$	5,748
Segment net income (loss)(a)(c)	823		85		—		908		85		(157)		2		838
Six Months Ended June 30, 2023
Operating revenues	$	8,472	$	1,033	$	(258)	$	9,247	$	2,728	$	346	$	(93)	$	12,228
Segment net income (loss)(a)(c)(d)	1,433		187		—		1,620		393		(311)		(2)		1,700
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 the traditional electric operating companies, includes a pre-tax credit to income at Georgia Power related to the estimated probable loss associated with the completion of Plant Vogtle Units 3 and 4 of $21 million ($16 million after tax), as well as a pre-tax gain at Georgia Power of approximately $114 million ($84 million after tax) related to the sale of transmission line assets under the integrated transmission system agreement. See Note (B) under "Georgia Power" for additional information.

(c)For Southern Company Gas, includes a pre-tax charge of approximately $38 million ($28 million after tax) associated with the disallowance of certain capital expenditures at Nicor Gas. See Note 2 to the financial statements under "Southern Company Gas" in Item 8 of the Form 10-K for additional information.

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

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(UNAUDITED)

Products and Services


	Electric Utilities' Revenues
	Retail		Wholesale		Other		Total
	(in millions)
Three Months Ended June 30, 2024	$	4,486	$	627	$	343	$	5,456
Three Months Ended June 30, 2023	3,859		605		300		4,764
Six Months Ended June 30, 2024	$	8,427	$	1,198	$	646	$	10,271
Six Months Ended June 30, 2023	7,458		1,203		586		9,247


	Southern Company Gas' Revenues
	Gas Distribution Operations		Gas Marketing Services		Other		Total
	(in millions)
Three Months Ended June 30, 2024	$	747	$	70	$	14	$	831
Three Months Ended June 30, 2023	761		75		16		852
Six Months Ended June 30, 2024	$	2,206	$	305	$	27	$	2,538
Six Months Ended June 30, 2023	2,372		320		36		2,728

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.

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(UNAUDITED)

Business segment financial data for the three and six months ended June 30, 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 June 30, 2024
Operating revenues	$	749	$	8	$	70	$	827	$	7	$	(3)	$	831
Segment net income	80		22		9		111		(3)		—		108
Six Months Ended June 30, 2024
Operating revenues	$	2,212	$	16	$	305	$	2,533	$	13	$	(8)	$	2,538
Segment net income	382		52		74		508		9		—		517
Total assets at June 30, 2024	23,025		1,542		1,632		26,199		9,795		(10,939)		25,055
Three Months Ended June 30, 2023
Operating revenues	$	764	$	8	$	75	$	847	$	9	$	(4)	$	852
Segment net income (loss)(*)	60		19		7		86		(1)		—		85
Six Months Ended June 30, 2023
Operating revenues	$	2,383	$	16	$	320	$	2,719	$	22	$	(13)	$	2,728
Segment net income(*)	281		50		56		387		6		—		393
Total assets at December 31, 2023	22,906		1,534		1,615		26,055		9,675		(10,647)		25,083

(*)For gas distribution operations, includes a pre-tax charge of approximately $38 million ($28 million after tax) associated with the disallowance of certain capital expenditures at Nicor Gas. See Note 2 to the financial statements under "Southern Company Gas" in Item 8 of the Form 10-K for additional information.

Table of Contents Index to Financial Statements

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