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			17
Condensed Statements of Comprehensive Income			17
Condensed Statements of Cash Flows			18
Condensed Balance Sheets			19
Condensed Statements of Common Stockholder's Equity			21

Georgia Power Company:
Condensed Statements of Income			22
Condensed Statements of Comprehensive Income			22
Condensed Statements of Cash Flows			23
Condensed Balance Sheets			24
Condensed Statements of Common Stockholder's Equity			26

Mississippi Power Company:
Condensed Statements of Income			27
Condensed Statements of Comprehensive Income			27
Condensed Statements of Cash Flows			28
Condensed Balance Sheets			29
Condensed Statements of Common Stockholder's Equity			31

Southern Power Company and Subsidiary Companies:
Condensed Consolidated Statements of Income			32
Condensed Consolidated Statements of Comprehensive Income			32
Condensed Consolidated Statements of Cash Flows			33
Condensed Consolidated Balance Sheets			34
Condensed Consolidated Statements of Stockholders' Equity			36

Southern Company Gas and Subsidiary Companies:
Condensed Consolidated Statements of Income			37
Condensed Consolidated Statements of Comprehensive Income			37
Condensed Consolidated Statements of Cash Flows			38
Condensed Consolidated Balance Sheets			39
Condensed Consolidated Statements of Stockholder's Equity			41

Combined Notes to the Condensed Financial Statements			42

Table of Contents Index to Financial Statements

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Operating Revenues:
Retail electric revenues	$	5,366	$	5,139	$	13,793	$	12,597
Wholesale electric revenues	721		727		1,919		1,930
Other electric revenues	222		203		631		602
Natural gas revenues (includes alternative revenue programs of $1, $—, $46, and $11, respectively)	682		689		3,220		3,417
Other revenues	283		222		820		662
Total operating revenues	7,274		6,980		20,383		19,208
Operating Expenses:
Fuel	1,146		1,367		3,174		3,376
Purchased power	249		207		669		680
Cost of natural gas	98		102		852		1,199
Cost of other sales	166		126		464		381
Other operations and maintenance	1,662		1,424		4,543		4,352
Depreciation and amortization	1,210		1,143		3,537		3,365
Taxes other than income taxes	375		341		1,155		1,076
Estimated loss on Plant Vogtle Units 3 and 4	—		160		(21)		160



Total operating expenses	4,906		4,870		14,373		14,589
Operating Income	2,368		2,110		6,010		4,619
Other Income and (Expense):
Allowance for equity funds used during construction	58		66		167		200
Earnings from equity method investments	31		32		107		110
Interest expense, net of amounts capitalized	(692)		(620)		(2,050)		(1,812)

Other income (expense), net	147		141		450		428
Total other income and (expense)	(456)		(381)		(1,326)		(1,074)
Earnings Before Income Taxes	1,912		1,729		4,684		3,545
Income taxes	377		297		890		492
Consolidated Net Income	1,535		1,432		3,794		3,053


Net income (loss) attributable to noncontrolling interests	—		10		(73)		(68)
Consolidated Net Income Attributable to Southern Company	$	1,535	$	1,422	$	3,867	$	3,121
Common Stock Data:
Earnings per share -
Basic	$	1.40	$	1.30	$	3.53	$	2.86
Diluted	$	1.39	$	1.29	$	3.51	$	2.84
Average number of shares of common stock outstanding (in millions)
Basic	1,097		1,092		1,096		1,092
Diluted	1,103		1,099		1,102		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 September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Consolidated Net Income	$	1,535	$	1,432	$	3,794	$	3,053
Other comprehensive income (loss):
Qualifying hedges:
Changes in fair value, net of tax of $(1), $3, $(2), and $(11), respectively	(2)		2		(5)		(34)
Reclassification adjustment for amounts included in net income, net of tax of $(2), $12, $14, and $25, respectively	(8)		36		39		70
Pension and other postretirement benefit plans:
Benefit plan net gain (loss), net of tax of $—, $—, $1, and $—, respectively	—		—		3		—
Reclassification adjustment for amounts included in net income, net of tax of $—, $—, $—, and $—, respectively	1		—		1		1
Total other comprehensive income (loss)	(9)		38		38		37
Comprehensive Income	1,526		1,470		3,832		3,090


Comprehensive income (loss) attributable to noncontrolling interests	—		10		(73)		(68)
Consolidated Comprehensive Income Attributable to Southern Company	$	1,526	$	1,460	$	3,905	$	3,158

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 Nine Months Ended September 30,
	2024		2023
	(in millions)
Operating Activities:
Consolidated net income	$	3,794	$	3,053
Adjustments to reconcile consolidated net income to net cash provided from operating activities —
Depreciation and amortization, total	3,916		3,699
Deferred income taxes	520		(52)
Utilization of federal tax credit carryforward	87		195
Allowance for equity funds used during construction	(167)		(200)

Pension, postretirement, and other employee benefits	(391)		(397)
Settlement of asset retirement obligations	(405)		(444)
Stock based compensation expense	120		119

Estimated loss on Plant Vogtle Units 3 and 4	(21)		160







Retail fuel cost under recovery – long-term	—		(157)
Other, net	(100)		(26)
Changes in certain current assets and liabilities —
-Receivables	(233)		524
-Retail fuel cost under recovery	843		513

-Fossil fuel for generation	143		(254)
-Materials and supplies	(195)		(271)

-Natural gas cost under recovery	—		108
-Other current assets	(181)		(32)
-Accounts payable	(161)		(1,031)
-Accrued taxes	179		376
-Accrued compensation	(90)		(197)



-Customer refunds	(28)		(177)
-Natural gas cost over recovery	12		165
-Other current liabilities	(27)		66
Net cash provided from operating activities	7,615		5,740
Investing Activities:


Property additions	(6,206)		(6,561)


Nuclear decommissioning trust fund purchases	(1,070)		(885)
Nuclear decommissioning trust fund sales	1,070		879
Proceeds from dispositions	370		165
Cost of removal, net of salvage	(444)		(421)
Change in construction payables, net	(119)		241


Other investing activities	(279)		(139)
Net cash used for investing activities	(6,678)		(6,721)
Financing Activities:
Decrease in notes payable, net	(1,264)		(298)
Proceeds —
Long-term debt	5,321		7,812

Short-term borrowings	700		250
Common stock	112		26

Redemptions and repurchases —
Long-term debt	(2,167)		(3,567)



Short-term borrowings	(1,020)		(850)

Distributions to noncontrolling interests	(108)		(148)

Payment of common stock dividends	(2,220)		(2,271)

Other financing activities	(157)		(120)
Net cash provided from (used for) financing activities	(803)		834
Net Change in Cash, Cash Equivalents, and Restricted Cash	134		(147)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	921		2,037
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	1,055	$	1,890
Supplemental Cash Flow Information:
Cash paid during the period for —
Interest (net of $76 and $97 capitalized for 2024 and 2023, respectively)	$	2,015	$	1,694
Income taxes, net	131		11
Noncash transactions —
Accrued property additions at end of period	937		1,224




Right-of-use assets obtained under operating leases	126		76
Right-of-use assets obtained under finance leases	1		3
Reassessment of right-of-use assets under operating leases	(7)		—

Issuance of common stock under dividend reinvestment plan	123		—

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 September 30, 2024		At December 31, 2023
	(in millions)
Current Assets:
Cash and cash equivalents	$	1,018	$	748

Receivables —
Customer accounts	2,327		2,030

Unbilled revenues	556		786
Under recovered fuel clause revenues	689		696

Other accounts and notes	909		519
Accumulated provision for uncollectible accounts	(64)		(68)
Materials and supplies	2,169		1,989
Fossil fuel for generation	799		943
Natural gas for sale	417		420

Prepaid expenses	391		406


Regulatory assets – asset retirement obligations	390		274


Other regulatory assets	877		1,120
Other current assets	562		569
Total current assets	11,040		10,432
Property, Plant, and Equipment:
In service	134,889		128,428
Less: Accumulated depreciation	39,536		37,725
Plant in service, net of depreciation	95,353		90,703
Other utility plant, net	426		499
Nuclear fuel, at amortized cost	886		858
Construction work in progress	6,232		7,784
Total property, plant, and equipment	102,897		99,844
Other Property and Investments:
Goodwill	5,161		5,161
Nuclear decommissioning trusts, at fair value	2,650		2,424
Equity investments in unconsolidated subsidiaries	1,414		1,368
Other intangible assets, net of amortization of $403 and $376, respectively	341		368

Miscellaneous property and investments	657		665
Total other property and investments	10,223		9,986
Deferred Charges and Other Assets:
Operating lease right-of-use assets, net of amortization	1,415		1,432
Deferred charges related to income taxes	874		886
Prepaid pension costs	2,375		2,079

Unamortized loss on reacquired debt	208		220
Deferred under recovered fuel clause revenues	632		1,261
Regulatory assets – asset retirement obligations, deferred	5,277		5,459
Other regulatory assets, deferred	7,531		6,264


Other deferred charges and assets	1,484		1,468
Total deferred charges and other assets	19,796		19,069
Total Assets	$	143,956	$	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 September 30, 2024		At December 31, 2023
	(in millions)
Current Liabilities:
Securities due within one year	$	1,642	$	2,476

Notes payable	722		2,314

Accounts payable	3,950		2,898
Customer deposits	491		503
Accrued taxes —
Accrued income taxes	37		8

Other accrued taxes	985		860
Accrued interest	570		652

Accrued compensation	1,065		1,151
Asset retirement obligations	763		744
Liabilities from risk management activities, net of collateral	199		294




Operating lease obligations	197		183
Natural gas cost over recovery	226		214
Other regulatory liabilities	214		141
Other current liabilities	1,104		1,029
Total current liabilities	12,165		13,467
Long-term Debt	61,254		57,210
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	11,727		10,990
Deferred credits related to income taxes	4,587		4,674
Accumulated deferred ITCs	2,003		2,067
Employee benefit obligations	1,064		1,115
Operating lease obligations, deferred	1,267		1,307
Asset retirement obligations, deferred	9,178		9,573


Other cost of removal obligations	2,006		1,957
Other regulatory liabilities, deferred	725		715

Other deferred credits and liabilities	1,075		1,031
Total deferred credits and other liabilities	33,632		33,429
Total Liabilities	107,051		104,106



















Total Stockholders' Equity (See accompanying statements)	36,905		35,225
Total Liabilities and Stockholders' Equity	$	143,956	$	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
Consolidated net income	—	—	—		—		—		1,422		—			10		1,432
Other comprehensive income	—	—	—		—		—		—		38			—		38

Stock issued	—	—	—		4		—		—		—			—		4
Stock-based compensation	—	—	—		7		—		—		—			—		7

Cash dividends of $0.70 per share	—	—	—		—		—		(765)		—			—		(765)


Distributions to noncontrolling interests	—	—	—		—		—		—		—			(59)		(59)




Other	—	—	—		(2)		(1)		2		—			—		(1)
Balance at September 30, 2023	1,092	(1)	$	5,422	$	13,751	$	(57)	$	12,391	$	(130)		$	3,927	$	35,304

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, 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
Consolidated net income	—	—	—		—		—		1,535		—			—		1,535
Other comprehensive income (loss)	—	—	—		—		—		—		(9)			—		(9)

Stock issued	1	—	5		79		—		—		—			—		84
Stock-based compensation	—	—	—		24		—		—		—			—		24

Dividends of $0.72 per share	—	—	—		—		—		(789)		—			—		(789)


Distributions to noncontrolling interests	—	—	—		—		—		—		—			(55)		(55)



Other	—	—	—		(2)		6		—		—			—		4
Balance at September 30, 2024	1,097	(1)	$	5,441	$	14,048	$	(57)	$	14,005	$	(139)		$	3,607	$	36,905

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 September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Operating Revenues:
Retail revenues	$	1,904	$	1,860	$	5,117	$	4,708
Wholesale revenues, non-affiliates	89		106		259		358
Wholesale revenues, affiliates	34		14		103		43
Other revenues	111		103		324		311
Total operating revenues	2,138		2,083		5,803		5,420
Operating Expenses:
Fuel	384		402		1,050		1,013
Purchased power, non-affiliates	49		42		148		197
Purchased power, affiliates	48		80		134		193
Other operations and maintenance	493		411		1,335		1,275
Depreciation and amortization	366		351		1,091		1,045
Taxes other than income taxes	108		110		347		333
Total operating expenses	1,448		1,396		4,105		4,056
Operating Income	690		687		1,698		1,364
Other Income and (Expense):
Allowance for equity funds used during construction	15		23		40		65
Interest expense, net of amounts capitalized	(113)		(104)		(337)		(311)
Other income (expense), net	36		38		116		117
Total other income and (expense)	(62)		(43)		(181)		(129)
Earnings Before Income Taxes	628		644		1,517		1,235
Income taxes	135		79		322		103
Net Income	$	493	$	565	$	1,195	$	1,132

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Net Income	$	493	$	565	$	1,195	$	1,132
Other comprehensive income:
Qualifying hedges:
Changes in fair value, net of tax of $—, $—, $—, and $—, respectively	—		—		—		1
Reclassification adjustment for amounts included in net income, net of tax of $—, $—, $1, and $—, respectively	—		1		1		1
Total other comprehensive income	—		1		1		2
Comprehensive Income	$	493	$	566	$	1,196	$	1,134

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 Nine Months Ended September 30,
	2024		2023
	(in millions)
Operating Activities:
Net income	$	1,195	$	1,132
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total	1,201		1,158
Deferred income taxes	(79)		(210)

Pension, postretirement, and other employee benefits	(151)		(148)
Settlement of asset retirement obligations	(184)		(188)



Other, net	24		(22)
Changes in certain current assets and liabilities —
-Receivables	(115)		(108)
-Fossil fuel stock	46		(113)
-Prepayments	(44)		(30)

-Retail fuel cost under recovery	236		334
-Other current assets	(32)		(93)
-Accounts payable	(304)		(358)
-Accrued taxes	235		271
-Accrued compensation	(26)		(46)


-Other current liabilities	(19)		(57)
Net cash provided from operating activities	1,983		1,522
Investing Activities:
Property additions	(1,279)		(1,377)
Nuclear decommissioning trust fund purchases	(448)		(226)
Nuclear decommissioning trust fund sales	448		226
Cost of removal, net of salvage	(123)		(128)
Change in construction payables, net of joint owner portion	(32)		(68)
Other investing activities	(26)		27
Net cash used for investing activities	(1,460)		(1,546)
Financing Activities:
Increase in notes payable, net	(40)		—
Proceeds —
Senior notes	—		200

Revenue bonds	—		326
Short-term borrowings	50		—
Other long-term debt	6		28
Redemptions —




Revenue bonds	(21)		—
Short-term borrowings	(50)		—

Capital contributions from parent company	488		380
Payment of common stock dividends	(886)		(856)
Other financing activities	(3)		(12)
Net cash provided from (used for) financing activities	(456)		66
Net Change in Cash, Cash Equivalents, and Restricted Cash	67		42
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	409		687
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	476	$	729
Supplemental Cash Flow Information:
Cash paid during the period for —
Interest (net of $13 and $21 capitalized for 2024 and 2023, respectively)	$	356	$	329
Income taxes, net	288		152
Noncash transactions —
Accrued property additions at end of period	106		114

Right-of-use assets obtained under operating leases	11		28
Right-of-use assets obtained under finance leases	—		3

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 September 30, 2024		At December 31, 2023
	(in millions)
Current Assets:
Cash and cash equivalents	$	476	$	324
Receivables —
Customer accounts	627		513
Unbilled revenues	184		191


Affiliated	85		72
Other accounts and notes	207		109
Accumulated provision for uncollectible accounts	(22)		(16)
Fossil fuel stock	348		394
Materials and supplies	699		655

Prepaid expenses	100		62
Regulatory assets – under recovered retail fuel clause revenues	10		246
Other regulatory assets	351		385
Other current assets	77		142
Total current assets	3,142		3,077
Property, Plant, and Equipment:
In service	36,112		35,429
Less: Accumulated provision for depreciation	11,522		11,131
Plant in service, net of depreciation	24,590		24,298
Other utility plant, net	426		499
Nuclear fuel, at amortized cost	250		253
Construction work in progress	1,210		1,095
Total property, plant, and equipment	26,476		26,145
Other Property and Investments:
Nuclear decommissioning trusts, at fair value	1,399		1,261
Equity investments in unconsolidated subsidiaries	49		52
Miscellaneous property and investments	127		155
Total other property and investments	1,575		1,468
Deferred Charges and Other Assets:
Operating lease right-of-use assets, net of amortization	87		87
Deferred charges related to income taxes	261		262
Prepaid pension and other postretirement benefit costs	757		659

Regulatory assets – asset retirement obligations	1,742		1,810
Other regulatory assets, deferred	1,834		1,858
Other deferred charges and assets	466		414
Total deferred charges and other assets	5,147		5,090
Total Assets	$	36,340	$	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 September 30, 2024		At December 31, 2023
	(in millions)
Current Liabilities:
Securities due within one year	$	655	$	223
Notes payable	—		40
Accounts payable —
Affiliated	267		330
Other	373		630
Customer deposits	111		105


Accrued taxes	279		51
Accrued interest	88		122

Accrued compensation	210		222

Asset retirement obligations	360		346
Other regulatory liabilities	131		44
Other current liabilities	192		191
Total current liabilities	2,666		2,304
Long-term Debt	10,517		10,960
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	4,183		4,170
Deferred credits related to income taxes	1,413		1,506
Accumulated deferred ITCs	70		74
Employee benefit obligations	152		155
Operating lease obligations	79		81
Asset retirement obligations, deferred	3,730		3,812

Other regulatory liabilities, deferred	267		291

Other deferred credits and liabilities	128		94
Total deferred credits and other liabilities	10,022		10,183
Total Liabilities	23,205		23,447









Common Stockholder's Equity (See accompanying statements)	13,135		12,333
Total Liabilities and Stockholder's Equity	$	36,340	$	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
Net income	—	—		—		565		—		565


Capital contributions from parent company	—	—		28		—		—		28
Other comprehensive income	—	—		—		—		1		1
Cash dividends on common stock	—	—		—		(285)		—		(285)

Balance at September 30, 2023	31	$	1,222	$	7,097	$	4,040	$	(8)	$	12,351

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
Net income	—	—		—		493		—		493


Capital contributions from parent company	—	—		16		—		—		16

Cash dividends on common stock	—	—		—		(295)		—		(295)

Balance at September 30, 2024	31	$	1,222	$	7,618	$	4,301	$	(6)	$	13,135

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 September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Operating Revenues:
Retail revenues	$	3,185	$	2,996	$	7,937	$	7,142
Wholesale revenues	78		69		198		147

Other revenues	209		172		610		516
Total operating revenues	3,472		3,237		8,745		7,805
Operating Expenses:
Fuel	451		576		1,281		1,392
Purchased power, non-affiliates	174		131		466		397
Purchased power, affiliates	204		221		567		579
Other operations and maintenance	613		512		1,586		1,505
Depreciation and amortization	462		429		1,334		1,248
Taxes other than income taxes	177		144		488		406
Estimated loss on Plant Vogtle Units 3 and 4	—		160		(21)		160
Total operating expenses	2,081		2,173		5,701		5,687
Operating Income	1,391		1,064		3,044		2,118
Other Income and (Expense):
Allowance for equity funds used during construction	37		37		108		121
Interest expense, net of amounts capitalized	(184)		(166)		(543)		(472)
Other income (expense), net	52		45		156		125
Total other income and (expense)	(95)		(84)		(279)		(226)
Earnings Before Income Taxes	1,296		980		2,765		1,892
Income taxes	246		200		516		345
Net Income	$	1,050	$	780	$	2,249	$	1,547

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Net Income	$	1,050	$	780	$	2,249	$	1,547
Other comprehensive income:
Qualifying hedges:
Changes in fair value, net of tax of $—, $—, $4, and $(1), respectively	—		—		13		(1)
Reclassification adjustment for amounts included in net income, net of tax of $—, $—, $1, and $1, respectively	1		1		3		3
Total other comprehensive income	1		1		16		2
Comprehensive Income	$	1,051	$	781	$	2,265	$	1,549

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 Nine Months Ended September 30,
	2024		2023
	(in millions)
Operating Activities:
Net income	$	2,249	$	1,547
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total	1,566		1,411
Deferred income taxes	396		102

Allowance for equity funds used during construction	(108)		(121)


Pension, postretirement, and other employee benefits	(197)		(207)

Settlement of asset retirement obligations	(191)		(228)

Retail fuel cost under recovery – long-term	—		(157)


Estimated loss on Plant Vogtle Units 3 and 4	(21)		160
Other, net	(141)		12
Changes in certain current assets and liabilities —
-Receivables	(499)		(311)
-Retail fuel cost under recovery	590		204
-Fossil fuel stock	110		(138)

-Materials and supplies	(83)		(135)

-Other current assets	(163)		(41)
-Accounts payable	113		(142)
-Accrued taxes	24		118


-Customer refunds	(5)		(121)

-Other current liabilities	41		16
Net cash provided from operating activities	3,681		1,969
Investing Activities:
Property additions	(3,403)		(3,501)
Nuclear decommissioning trust fund purchases	(623)		(659)
Nuclear decommissioning trust fund sales	622		654
Cost of removal, net of salvage	(225)		(191)
Change in construction payables, net of joint owner portion	(92)		338


Proceeds from dispositions	356		59

Other investing activities	(122)		(76)
Net cash used for investing activities	(3,487)		(3,376)
Financing Activities:
Increase (decrease) in notes payable, net	(776)		50
Proceeds —
Senior notes	1,400		1,750
Short-term borrowings	350		250
Revenue bonds	—		229


Redemptions and repurchases —

Senior notes	(400)		(800)
Short-term borrowings	(670)		(650)
FFB loan	(64)		(64)



Capital contributions from parent company	1,560		1,837
Payment of common stock dividends	(1,538)		(1,392)


Other financing activities	(67)		(27)
Net cash provided from (used for) financing activities	(205)		1,183
Net Change in Cash, Cash Equivalents, and Restricted Cash	(11)		(224)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	75		480
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	64	$	256
Supplemental Cash Flow Information:
Cash paid during the period for —
Interest (net of $43 and $63 capitalized for 2024 and 2023, respectively)	$	530	$	439
Income taxes, net	80		74
Noncash transactions —
Accrued property additions at end of period	590		942
Right-of-use assets obtained under operating leases	121		17
Right-of-use assets obtained under finance leases	44		18

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 September 30, 2024		At December 31, 2023
	(in millions)
Current Assets:
Cash and cash equivalents	$	43	$	9

Receivables —
Customer accounts, net	1,187		843
Unbilled revenues	251		275
Under recovered retail fuel clause revenues	683		694
Joint owner accounts	116		119

Affiliated	74		51
Other accounts and notes	362		81

Fossil fuel stock	370		480
Materials and supplies	955		883




Regulatory assets – asset retirement obligations	215		98

Other regulatory assets	377		423

Other current assets	420		305
Total current assets	5,053		4,261
Property, Plant, and Equipment:
In service	53,861		49,370
Less: Accumulated provision for depreciation	14,635		13,955
Plant in service, net of depreciation	39,226		35,415

Nuclear fuel, at amortized cost	636		605
Construction work in progress	3,188		4,975
Total property, plant, and equipment	43,050		40,995
Other Property and Investments:
Nuclear decommissioning trusts, at fair value	1,251		1,163
Equity investments in unconsolidated subsidiaries	44		47
Miscellaneous property and investments	181		151
Total other property and investments	1,476		1,361
Deferred Charges and Other Assets:
Operating lease right-of-use assets, net of amortization	879		884
Deferred charges related to income taxes	584		594
Prepaid pension costs	795		706
Deferred under recovered retail fuel clause revenues	632		1,211
Regulatory assets – asset retirement obligations, deferred	3,292		3,407
Other regulatory assets, deferred	4,217		2,890
Other deferred charges and assets	520		508
Total deferred charges and other assets	10,919		10,200
Total Assets	$	60,498	$	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 September 30, 2024		At December 31, 2023
	(in millions)
Current Liabilities:
Securities due within one year	$	850	$	502
Notes payable	235		1,329
Accounts payable —
Affiliated	802		840
Other	2,529		1,147
Customer deposits	254		250


Accrued taxes	606		582
Accrued interest	174		175

Accrued compensation	229		250
Operating lease obligations	131		135
Asset retirement obligations	345		338


Other regulatory liabilities	34		22


Other current liabilities	404		365
Total current liabilities	6,593		5,935
Long-term Debt	16,813		16,198
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	4,414		4,018
Deferred credits related to income taxes	2,172		2,161
Accumulated deferred ITCs	317		326
Employee benefit obligations	236		248
Operating lease obligations, deferred	725		740
Asset retirement obligations, deferred	5,036		5,327

Other deferred credits and liabilities	521		481
Total deferred credits and other liabilities	13,421		13,301
Total Liabilities	36,827		35,434









Common Stockholder's Equity (See accompanying statements)	23,671		21,383
Total Liabilities and Stockholder's Equity	$	60,498	$	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
Net income	—	—		—		780		—		780

Capital contributions from parent company	—	—		1,056		—		—		1,056
Other comprehensive income	—	—		—		—		1		1
Cash dividends on common stock	—	—		—		(464)		—		(464)

Balance at September 30, 2023	9	$	398	$	17,467	$	3,002	$	(10)	$	20,857

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
Net income	—	—		—		1,050		—		1,050

Capital contributions from parent company	—	—		700		—		—		700
Other comprehensive income	—	—		—		—		1		1
Cash dividends on common stock	—	—		—		(512)		—		(512)
Other	—	—		—		(1)		—		(1)
Balance at September 30, 2024	9	$	398	$	19,486	$	3,781	$	6	$	23,671

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 September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Operating Revenues:
Retail revenues	$	276	$	284	$	739	$	747
Wholesale revenues, non-affiliates	66		77		179		201
Wholesale revenues, affiliates	57		65		166		158
Other revenues	13		10		34		31
Total operating revenues	412		436		1,118		1,137
Operating Expenses:
Fuel and purchased power	134		169		363		416


Other operations and maintenance	90		84		261		258
Depreciation and amortization	48		48		141		139
Taxes other than income taxes	33		32		95		92

Total operating expenses	305		333		860		905
Operating Income	107		103		258		232
Other Income and (Expense):

Interest expense, net of amounts capitalized	(19)		(19)		(58)		(53)
Other income (expense), net	9		9		33		29
Total other income and (expense)	(10)		(10)		(25)		(24)
Earnings Before Income Taxes	97		93		233		208
Income taxes	22		18		47		35
Net Income	$	75	$	75	$	186	$	173

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Net Income	$	75	$	75	$	186	$	173
Other comprehensive income:
Qualifying hedges:
Changes in fair value, net of tax of $—, $—, $2, and $—, respectively	—		—		5		—

Total other comprehensive income	—		—		5		—
Comprehensive Income	$	75	$	75	$	191	$	173

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 Nine Months Ended September 30,
	2024		2023
	(in millions)
Operating Activities:
Net income	$	186	$	173
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total	153		171
Deferred income taxes	4		(10)



Pension, postretirement, and other employee benefits	(13)		(15)
Settlement of asset retirement obligations	(13)		(12)



Other, net	21		12
Changes in certain current assets and liabilities —
-Receivables	(22)		55
-Retail fuel cost under recovery	17		(24)
-Fossil fuel stock	(10)		7

-Other current assets	(13)		7
-Accounts payable	(29)		(83)
-Accrued taxes	(11)		(16)

-Accrued compensation	(4)		(5)




-Other current liabilities	(1)		—
Net cash provided from operating activities	265		260
Investing Activities:
Property additions	(220)		(231)
Cost of removal, net of salvage	(32)		(21)
Change in construction payables, net of joint owner portion	(3)		(5)



Payments pursuant to LTSAs	(15)		(21)
Other investing activities	(2)		(2)
Net cash used for investing activities	(272)		(280)
Financing Activities:
Increase in notes payable, net	50		20

Proceeds — Senior notes	250		100







Redemptions — Senior notes	(200)		—







Capital contributions from parent company	60		8

Payment of common stock dividends	(141)		(139)
Other financing activities	(2)		(1)
Net cash provided from (used for) financing activities	17		(12)
Net Change in Cash, Cash Equivalents, and Restricted Cash	10		(32)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	38		59
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	48	$	27
Supplemental Cash Flow Information:
Cash paid during the period for —
Interest	$	67	$	53
Income taxes, net	35		33
Noncash transactions —
Accrued property additions at end of period	33		20
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 September 30, 2024		At December 31, 2023
	(in millions)
Current Assets:
Cash and cash equivalents	$	48	$	38
Receivables —
Customer accounts, net	64		36
Unbilled revenues	43		40

Affiliated	26		29
Other accounts and notes	21		20

Fossil fuel stock	57		47
Materials and supplies	98		89

Other regulatory assets	49		56

Other current assets	15		10
Total current assets	421		365
Property, Plant, and Equipment:
In service	5,627		5,523
Less: Accumulated provision for depreciation	1,856		1,792
Plant in service, net of depreciation	3,771		3,731

Construction work in progress	291		203
Total property, plant, and equipment	4,062		3,934
Other Property and Investments	153		158
Deferred Charges and Other Assets:

Deferred charges related to income taxes	27		28
Prepaid pension costs	111		99
Deferred under recovered retail fuel clause revenues	—		50
Regulatory assets – asset retirement obligations	247		244
Other regulatory assets, deferred	279		285
Accumulated deferred income taxes	83		96

Other deferred charges and assets	64		85
Total deferred charges and other assets	811		887
Total Assets	$	5,447	$	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 September 30, 2024		At December 31, 2023
	(in millions)
Current Liabilities:
Securities due within one year	$	12	$	201


Notes payable	50		—

Accounts payable —
Affiliated	53		82
Other	70		73



Accrued taxes	105		117


Accrued compensation	39		43

Asset retirement obligations	32		29
Over recovered retail fuel clause revenues	—		27

Other regulatory liabilities	3		17


Other current liabilities	89		90
Total current liabilities	453		679



Long-term Debt	1,681		1,443
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	476		469
Deferred credits related to income taxes	224		229

Employee benefit obligations	67		67

Asset retirement obligations, deferred	121		139

Other cost of removal obligations	173		186
Other regulatory liabilities, deferred	97		92
Other deferred credits and liabilities	40		37
Total deferred credits and other liabilities	1,198		1,219
Total Liabilities	3,332		3,341








Common Stockholder's Equity (See accompanying statements)	2,115		2,003
Total Liabilities and Stockholder's Equity	$	5,447	$	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
Net income	—	—		—		75		—		75

Return of capital to parent company	—	—		(3)		—		—		(3)


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

Balance at September 30, 2023	1	$	38	$	4,661	$	(2,725)	$	—	$	1,974

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
Net income	—	—		—		75		—		75


Capital contributions from parent company	—	—		3		—		—		3

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

Balance at September 30, 2024	1	$	38	$	4,783	$	(2,711)	$	5	$	2,115

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 September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Operating Revenues:
Wholesale revenues, non-affiliates	$	489	$	479	$	1,286	$	1,234
Wholesale revenues, affiliates	102		156		280		406
Other revenues	9		18		31		46
Total operating revenues	600		653		1,597		1,686
Operating Expenses:
Fuel	166		196		454		526
Purchased power	20		33		60		87

Other operations and maintenance	126		104		367		327
Depreciation and amortization	133		130		378		380
Taxes other than income taxes	12		13		34		38


Gain on dispositions, net	—		—		—		(20)
Total operating expenses	457		476		1,293		1,338
Operating Income	143		177		304		348
Other Income and (Expense):
Interest expense, net of amounts capitalized	(30)		(32)		(89)		(98)
Other income (expense), net	2		4		8		8
Total other income and (expense)	(28)		(28)		(81)		(90)
Earnings Before Income Taxes	115		149		223		258
Income taxes	33		39		32		38
Net Income	82		110		191		220
Net income (loss) attributable to noncontrolling interests	—		10		(73)		(68)
Net Income Attributable to Southern Power	$	82	$	100	$	264	$	288

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Net Income	$	82	$	110	$	191	$	220
Other comprehensive income (loss):
Qualifying hedges:
Changes in fair value, net of tax of $3, $(2), $(2), and $(3), respectively	10		(13)		(5)		(17)
Reclassification adjustment for amounts included in net income, net of tax of $(4), $4, $2, and $6, respectively	(14)		17		5		24
Pension and other postretirement benefit plans:
Benefit plan net gain (loss), net of tax of $—, $—, $—, and $—, respectively	—		—		1		—


Total other comprehensive income (loss)	(4)		4		1		7
Comprehensive Income	78		114		192		227
Comprehensive income (loss) attributable to noncontrolling interests	—		10		(73)		(68)
Comprehensive Income Attributable to Southern Power	$	78	$	104	$	265	$	295

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 Nine Months Ended September 30,
	2024		2023
	(in millions)
Operating Activities:
Net income	$	191	$	220
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total	388		395

Utilization of federal tax credit carryforward	63		179
Amortization of ITCs	(44)		(44)







Gain on dispositions, net	—		(20)
Other, net	18		5
Changes in certain current assets and liabilities —
-Receivables	(24)		100

-Prepaid income taxes	—		31
-Other current assets	(9)		(14)
-Accounts payable	(19)		(70)
-Accrued taxes	56		9

-Accrued compensation	(4)		(7)
-Other current liabilities	(9)		15
Net cash provided from operating activities	607		799
Investing Activities:
Acquisitions, net of cash acquired	—		(181)
Property additions	(179)		(40)
Proceeds from dispositions	—		59

Change in construction payables	1		(18)

Payments pursuant to LTSAs	(34)		(49)


Other investing activities	13		5
Net cash used for investing activities	(199)		(224)
Financing Activities:
Increase (decrease) in notes payable, net	(68)		136







Redemptions — Senior notes	—		(290)

Capital contributions from parent company	8		16

Capital contributions from noncontrolling interests	11		21
Distributions to noncontrolling interests	(108)		(148)

Payment of common stock dividends	(196)		(189)
Other financing activities	(4)		3
Net cash used for financing activities	(357)		(451)
Net Change in Cash, Cash Equivalents, and Restricted Cash	51		124
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	144		133
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	195	$	257
Supplemental Cash Flow Information:
Cash paid (received) during the period for —
Interest (net of $5 and $1 capitalized for 2024 and 2023, respectively)	$	88	$	103
Income taxes, net	(30)		(124)
Noncash transactions —


Accrued property additions at end of period	52		23

Right-of-use assets obtained under operating leases	10		7
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 September 30, 2024		At December 31, 2023
	(in millions)
Current Assets:
Cash and cash equivalents	$	179	$	124
Receivables —
Customer accounts, net	164		136
Affiliated	43		37
Other	39		54

Materials and supplies	96		80






Other current assets	86		92
Total current assets	607		523
Property, Plant, and Equipment:
In service	14,946		14,690
Less: Accumulated provision for depreciation	4,444		4,119
Plant in service, net of depreciation	10,502		10,571
Construction work in progress	187		278

Total property, plant, and equipment	10,689		10,849
Other Property and Investments:

Intangible assets, net of amortization of $163 and $148, respectively	228		243

Net investment in sales-type leases	144		148
Total other property and investments	372		391
Deferred Charges and Other Assets:
Operating lease right-of-use assets, net of amortization	486		488
Prepaid LTSAs	247		248




Other deferred charges and assets	245		262
Total deferred charges and other assets	978		998
Total Assets	$	12,646	$	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 September 30, 2024		At December 31, 2023
	(in millions)
Current Liabilities:

Notes payable	$	62	$	138
Accounts payable —
Affiliated	70		82
Other	73		91

Accrued taxes	45		26

Accrued interest	22		27
Operating lease obligations	28		29



Other current liabilities	90		97
Total current liabilities	390		490
Long-term Debt	2,720		2,711
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	719		614
Accumulated deferred ITCs	1,454		1,498





Operating lease obligations, deferred	510		517
Other deferred credits and liabilities	251		233
Total deferred credits and other liabilities	2,934		2,862
Total Liabilities	6,044		6,063










Total Stockholders' Equity (See accompanying statements)	6,602		6,698
Total Liabilities and Stockholders' Equity	$	12,646	$	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
Net income	—		100		—		100		10		110

Capital contributions from parent company	3		—		—		3		—		3
Other comprehensive income	—		—		4		4		—		4
Cash dividends on common stock	—		(63)		—		(63)		—		(63)


Distributions to noncontrolling interests	—		—		—		—		(59)		(59)




Other	1		—		—		1		—		1
Balance at September 30, 2023	$	1,087	$	1,839	$	(10)	$	2,916	$	3,927	$	6,843




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
Net income	—		82		—		82		—		82

Capital contributions from parent company	1		—		—		1		—		1
Other comprehensive income (loss)	—		—		(4)		(4)		—		(4)
Cash dividends on common stock	—		(65)		—		(65)		—		(65)


Distributions to noncontrolling interests	—		—		—		—		(55)		(55)




Balance at September 30, 2024	$	1,098	$	1,913	$	(16)	$	2,995	$	3,607	$	6,602

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 September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Operating Revenues:
Natural gas revenues (includes revenue taxes of $11, $11, $87, and $103, respectively)	$	682	$	689	$	3,220	$	3,417


Total operating revenues	682		689		3,220		3,417
Operating Expenses:
Cost of natural gas	98		102		852		1,199

Other operations and maintenance	295		264		877		879
Depreciation and amortization	162		145		475		429
Taxes other than income taxes	44		42		186		203




Total operating expenses	599		553		2,390		2,710
Operating Income	83		136		830		707
Other Income and (Expense):
Earnings from equity method investments	34		32		110		104
Interest expense, net of amounts capitalized	(84)		(77)		(250)		(226)
Other income (expense), net	16		19		49		50
Total other income and (expense)	(34)		(26)		(91)		(72)
Earnings Before Income Taxes	49		110		739		635
Income taxes	11		28		184		160
Net Income	$	38	$	82	$	555	$	475

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)				(in millions)
Net Income	$	38	$	82	$	555	$	475
Other comprehensive income (loss):
Qualifying hedges:
Changes in fair value, net of tax of $(3), $(2), $(4), and $(11), respectively	(7)		(6)		(10)		(30)
Reclassification adjustment for amounts included in net income, net of tax of $1, $7, $10, and $15, respectively	3		16		25		37



Total other comprehensive income (loss)	(4)		10		15		7
Comprehensive Income	$	34	$	92	$	570	$	482

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 Nine Months Ended September 30,
	2024		2023
	(in millions)
Operating Activities:
Net income	$	555	$	475
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total	466		429
Deferred income taxes	206		75









Other, net	7		(15)
Changes in certain current assets and liabilities —
-Receivables	386		776
-Natural gas for sale, net of temporary LIFO liquidation	3		31

-Natural gas cost under recovery	—		108
-Other current assets	(57)		(20)
-Accounts payable	(105)		(346)


-Natural gas cost over recovery	12		165
-Other current liabilities	(66)		(34)
Net cash provided from operating activities	1,407		1,644
Investing Activities:
Property additions	(1,064)		(1,151)
Cost of removal, net of salvage	(63)		(82)
Change in construction payables, net	(13)		(38)



Other investing activities	(56)		45
Net cash used for investing activities	(1,196)		(1,226)
Financing Activities:
Decrease in notes payable, net	(352)		(493)
Proceeds —
Senior notes	450		500
First mortgage bonds	156		125

Other long-term debt	9		29



Redemptions — Short-term borrowings	—		(200)




Capital contributions from parent company	—		377
Payment of common stock dividends	(454)		(439)
Other financing activities	(10)		(1)
Net cash used for financing activities	(201)		(102)
Net Change in Cash, Cash Equivalents, and Restricted Cash	10		316
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	35		83
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	45	$	399
Supplemental Cash Flow Information:
Cash paid (received) during the period for —
Interest (net of $16 and $12 capitalized for 2024 and 2023, respectively)	$	258	$	214
Income taxes, net	(54)		70
Noncash transactions —
Accrued property additions at end of period	126		139
Right-of-use assets obtained under operating leases	1		3

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 September 30, 2024		At December 31, 2023
	(in millions)
Current Assets:
Cash and cash equivalents	$	44	$	33
Receivables —

Customer accounts	215		405
Unbilled revenues	63		261



Other accounts and notes	54		47
Accumulated provision for uncollectible accounts	(31)		(44)
Materials and supplies	68		66
Natural gas for sale	417		420


Prepaid expenses	74		107




Other regulatory assets	220		141
Other current assets	43		50
Total current assets	1,167		1,486
Property, Plant, and Equipment:
In service	21,753		20,840
Less: Accumulated depreciation	5,790		5,534
Plant in service, net of depreciation	15,963		15,306
Construction work in progress	1,194		1,110
Total property, plant, and equipment	17,157		16,416
Other Property and Investments:
Goodwill	5,015		5,015
Equity investments in unconsolidated subsidiaries	1,279		1,235
Other intangible assets, net of amortization of $171 and $166, respectively	11		16
Miscellaneous property and investments	25		25
Total other property and investments	6,330		6,291
Deferred Charges and Other Assets:
Operating lease right-of-use assets, net of amortization	41		47
Prepaid pension costs	175		158


Other regulatory assets, deferred	486		504


Other deferred charges and assets	189		181
Total deferred charges and other assets	891		890
Total Assets	$	25,545	$	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 September 30, 2024		At December 31, 2023
	(in millions)
Current Liabilities:
Securities due within one year	$	50	$	—
Notes payable	63		415

Accounts payable —
Affiliated	48		89
Other	367		424
Customer deposits	105		126


Accrued taxes	68		77
Accrued interest	72		77

Accrued compensation	106		112






Natural gas cost over recovery	226		214
Other regulatory liabilities	6		19
Other current liabilities	136		155
Total current liabilities	1,247		1,708
Long-term Debt	8,387		7,833
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	1,861		1,671
Deferred credits related to income taxes	764		759

Employee benefit obligations	106		110


Operating lease obligations	33		40
Other cost of removal obligations	1,833		1,771
Accrued environmental remediation	204		192



Other deferred credits and liabilities	182		196
Total deferred credits and other liabilities	4,983		4,739
Total Liabilities	14,617		14,280







Common Stockholder's Equity (See accompanying statements)	10,928		10,803
Total Liabilities and Stockholder's Equity	$	25,545	$	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
Net income	—		82		—		82


Capital contributions from parent company	149		—		—		149
Other comprehensive income	—		—		10		10
Cash dividends on common stock	—		(146)		—		(146)

Balance at September 30, 2023	$	10,838	$	(43)	$	38	$	10,833

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
Net income	—		38		—		38

Capital contributions from parent company	1		—		—		1
Other comprehensive income (loss)	—		—		(4)		(4)
Cash dividends on common stock	—		(152)		—		(152)
Other	—		1		—		1
Balance at September 30, 2024	$	10,845	$	52	$	31	$	10,928

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	43
B	Regulatory Matters	48
C	Contingencies	53
D	Revenue from Contracts with Customers and Lease Income	57
E	Consolidated Entities and Equity Method Investments	64
F	Financing and Leases	65
G	Income Taxes	68
H	Retirement Benefits	69
I	Fair Value Measurements	72
J	Derivatives	76
K	Acquisitions and Dispositions	87
L	Segment and Related Information	88

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, K
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

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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 September 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.

Impairment of Long-Lived Assets

See Note 1 to the financial statements under "Impairment of Long-Lived Assets" in Item 8 of the Form 10-K for additional information.

In the third quarter 2024, Alabama Power discontinued the development of a multi-use commercial facility. Given the decision to discontinue commercial development, Alabama Power performed an impairment test using a comparative market analysis and determined the carrying amount of the asset exceeded its fair value, net of selling costs. This resulted in a pre-tax impairment loss of $36 million ($27 million after tax) reflected in other operations and maintenance on the statements of income.

Goodwill and Other Intangible Assets

Goodwill at both September 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.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Other intangible assets were as follows:


	At September 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	$	(179)	$	33	$	212	$	(172)	$	40
Trade names	64		(58)		6		64		(53)		11
PPA fair value adjustments	390		(163)		227		390		(148)		242
Other	3		(3)		—		3		(3)		—
Total subject to amortization	$	669	$	(403)	$	266	$	669	$	(376)	$	293
Not subject to amortization:
FCC licenses	75		—		75		75		—		75
Total other intangible assets	$	744	$	(403)	$	341	$	744	$	(376)	$	368

Southern Power*()**
PPA fair value adjustments	$	390	$	(163)	$	227	$	390	$	(148)	$	242

Southern Company Gas*()**

Gas marketing services
Customer relationships	$	156	$	(149)	$	7	$	156	$	(145)	$	11
Trade names	26		(22)		4		26		(21)		5
Total other intangible assets	$	182	$	(171)	$	11	$	182	$	(166)	$	16

(*) All subject to amortization.

Amortization associated with other intangible assets was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Southern Company(a)	$	9	$	10	$	27	$	27
Southern Power(b)	5		5		15		14
Southern Company Gas	2		3		5		7

(a)Includes $5 million for the three months ended September 30, 2024 and 2023 and $15 million and $14 million for the nine months ended September 30, 2024 and 2023, respectively, recorded as a reduction to operating revenues.

(b)Recorded as a reduction to operating revenues.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Cash, Cash Equivalents, and Restricted Cash

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


	Southern Company		Alabama Power		Georgia Power		Southern Power		Southern Company Gas
	(in millions)
At September 30, 2024
Cash and cash equivalents	$	1,018	$	476	$	43	$	179	$	44
Restricted cash(a):
Other current assets	31		—		14		16		1
Other deferred charges and assets	7		—		7		—		—
Total cash, cash equivalents, and restricted cash(b)	$	1,055	$	476	$	64	$	195	$	45

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 $16 million and $17 million at September 30, 2024 and December 31, 2023, respectively, 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 September 30, 2024 is expected to be restored prior to year-end.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Storm Damage Reserves

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

Storm damage reserve activity for the traditional electric operating companies during the nine months ended September 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	45		10		24		11
Weather-related damages	(1,239)		(33)		(1,201)		(5)
Balance at September 30, 2024	$	(1,128)	$	53	$	(1,231)	$	50

(*)See Note (B) under "Georgia Power – Storm Damage Recovery" for additional information.

Depreciation and Amortization

See Note 5 to the financial statements under "Depreciation and Amortization" in Item 8 of the Form 10-K for additional information.

On October 25, 2024, Mississippi Power filed an updated depreciation study with the Mississippi PSC requesting an $11 million increase in total annual depreciation. The ultimate outcome of this matter cannot be determined at this time.

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.

In September 2024, Georgia Power completed updated decommissioning cost site studies for Plants Hatch and Vogtle Units 1 through 4. The estimated cost of decommissioning based on the studies resulted in a decrease in Georgia Power's ARO liability of $389 million. See "Nuclear Decommissioning" herein for additional information.

Nuclear Decommissioning

See Note 6 to the financial statements in Item 8 of the Form 10-K under "Nuclear Decommissioning" for additional information. Site study cost is the estimate to decommission a specific facility as of the site study year. The decommissioning cost estimates are based on removal of the plant from service and prompt dismantlement. The actual decommissioning costs may vary from these estimates because of changes in the assumed date of decommissioning, changes in NRC requirements, or changes in the assumptions used in making these estimates.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

The estimated costs of decommissioning Plant Hatch and Plant Vogtle based on Georgia Power's September 2024 site studies are as follows:


	Plant Hatch*()**		Plant Vogtle Units 1 and 2*()**		Plant Vogtle Unit 3 and 4*()**
Decommissioning periods:
Beginning year	2034		2047		2062
Completion year	2088		2092		2074
	(in millions)
Site study costs:
Radiated structures	$	696	$	545	$	542
Spent fuel management	306		255		88
Non-radiated structures	77		107		89
Total site study costs	$	1,079	$	907	$	719

(*)Based on Georgia Power's ownership interests.

For ratemaking purposes, Georgia Power's decommissioning costs are based on the NRC generic estimate to decommission the radioactive portion of the facilities and the site study estimate for spent fuel management. Significant assumptions used to determine these costs for ratemaking were an estimated inflation rate of 2.5% for Plants Hatch and Vogtle Units 1 and 2 and 2.3% for Plant Vogtle Units 3 and 4 and an estimated trust earnings rate of 4.5% for Plants Hatch and Vogtle Units 1 and 2 and 4.3% for Plant Vogtle Units 3 and 4. Effective May 1, 2024, as approved under the Prudency Stipulation, Georgia Power's annual decommissioning cost for ratemaking is $8 million for Plant Vogtle Unit 4.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

(B) REGULATORY MATTERS

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

The recovery balances for certain retail regulatory clauses of the traditional electric operating companies and Southern Company Gas at September 30, 2024 and December 31, 2023 were as follows:


Regulatory Clause	Balance Sheet Line Item	September 30, 2024		December 31, 2023
		(in millions)
Alabama Power
Rate CNP Compliance	Other regulatory assets, current	$	—	$	8
	Other regulatory assets, deferred	—		25
	Other regulatory liabilities, current	4		—
	Other regulatory liabilities, deferred	2		—
Rate CNP PPA	Other regulatory assets, current	18		18
	Other regulatory assets, deferred	70		85
Rate ECR	Regulatory assets – under recovered retail fuel clause revenues	10		246



Georgia Power
Fuel Cost Recovery	Receivables – under recovered retail fuel clause revenues	$	683	$	694
	Deferred under recovered retail fuel clause revenues	632		1,211

Mississippi Power
Fuel Cost Recovery(*)	Receivables – customer accounts, net	$	6	$	—
	Deferred under recovered retail fuel clause revenues	—		50
	Over recovered retail fuel clause revenues	—		27

Ad Valorem Tax	Other regulatory assets, deferred	14		12

Southern Company Gas

Natural Gas Cost Recovery	Natural gas cost over recovery	$	226	$	214

(*)Mississippi Power also has wholesale MRA and Market Based (MB) fuel cost recovery factors. At September 30, 2024 and December 31, 2023, wholesale MRA fuel costs were over recovered $16 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. The rate will adjust to 5.910 cents per KWH in January 2026 absent a further order from the Alabama PSC.

Reliability Reserve Accounting Order

On September 18, 2024, Alabama Power notified the Alabama PSC of its intent to use a portion of its $143 million reliability reserve balance during 2024. The ultimate outcome of this matter cannot be determined at this time.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Petition for Certificate of Convenience and Necessity

On October 24, 2024, Alabama Power entered into an agreement to acquire all of the equity interests in Tenaska Alabama Partners, L.P. for a total purchase price of approximately $622 million, subject to working capital adjustments. Tenaska Alabama Partners, L.P. owns and operates Lindsay Hill Generating Station, an approximately 855-MW combined cycle generation facility in Autauga County, Alabama. On October 30, 2024, Alabama Power filed a petition for a CCN with the Alabama PSC for authorization to procure additional generating capacity through the acquisition of the Lindsay Hill Generating Station.

As part of the acquisition, Alabama Power will assume an existing power sales agreement under which the full output of the generating facility remains committed to a third party through April 2027. Upon expiration of the power sales agreement, Alabama Power expects to recover costs associated with the Lindsay Hill Generating Station acquisition through Rate CNP New Plant, Rate CNP Compliance, Rate ECR, and Rate RSE.

The completion of the acquisition is subject to the satisfaction or waiver of certain conditions, including, among other customary conditions, approval by the Alabama PSC and the FERC, as well as the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Alabama Power expects to complete the acquisition by the end of the third quarter 2025.

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

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.

Mississippi Power's 2024 IRP includes a schedule to retire Mississippi Power's 40% ownership interest in Plant Greene County Units 1 and 2 by the end of 2028.

Alabama Power currently expects to retire Plant Greene County Units 1 and 2 (300 MWs based on 60% ownership) by the end of 2028. Alabama Power and Mississippi Power continue to evaluate operating conditions and business needs relevant to the anticipated retirement of Plant Greene County Units 1 and 2.

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

Georgia Power

Rate Plans

In accordance with the terms of the 2022 ARP, on October 1, 2024, Georgia Power filed the following tariff adjustments to become effective January 1, 2025 pending approval by the Georgia PSC:

increase traditional base tariffs by approximately $194 million, which is net of $122 million related to the Georgia state tax rate reduction;
increase the Environmental Compliance Cost Recovery tariff by approximately $126 million;
decrease the Demand-Side Management tariffs by approximately $22 million; and
increase the Municipal Franchise Fee tariffs by approximately $9 million.

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

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.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

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, which was approved by the Georgia PSC 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, on which the Georgia PSC is expected to render a decision establishing certified amounts in the fourth quarter 2024, 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.

In the third quarter 2024, Georgia Power entered into agreements for engineering, procurement, and construction of four battery energy storage facilities totaling 500 MWs and a 265-MW battery energy storage facility, which are projected to be placed in service in 2026, as authorized in the 2023 IRP Update and 2022 IRP, respectively.

The ultimate outcome of these matters 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.

Storm Damage Recovery

Georgia Power is recovering $31 million annually under the 2022 ARP for incremental operating and maintenance costs of damage from major storms to its transmission and distribution facilities. During September 2024, Hurricane Helene caused significant damage to Georgia Power's transmission and distribution facilities. The initial estimated incremental restoration costs related to this hurricane deferred in the regulatory asset for storm damage totaled approximately $1.1 billion. A portion of the amounts included in the storm damage reserve will be capitalized to property, plant, and equipment once the nature of storm restoration costs is fully assessed. At September 30, 2024, Georgia Power's regulatory asset balance related to storm damage was $1.2 billion. The rate of storm damage cost recovery is expected to be adjusted as part of the next base rate case and in future regulatory proceedings as necessary. As a result of this regulatory treatment, costs related to storms are not expected to have a material impact on Southern Company's or Georgia Power's net income but do impact the related operating cash flows.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Nuclear Construction

Cost and Schedule

Georgia Power placed Unit 3 and Unit 4 in service on July 31, 2023 and April 29, 2024, respectively. During the second quarter 2024, following Unit 4's in-service date, Southern Nuclear evaluated the remaining expected site demobilization costs and other contractor obligations and reduced the remaining estimate to complete forecast by approximately $21 million. 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 September 30, 2024 in connection with Plant Vogtle Units 3 and 4, and its approximate proportionate share of additional capital costs to be incurred after September 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 September 30, 2024(b)	(10,649)
Remaining estimate to complete	$	83

(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 10 years beginning May 2024, as approved by the Georgia PSC, with a remaining balance of $24 million and $30 million, respectively, at September 30, 2024. The equity component of financing costs ($40 million at September 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 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

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

recovered through the NCCR tariff will be addressed in Georgia Power's next retail rate case proceeding. The ultimate outcome of this matter cannot be determined at this time.

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 Mississippi PSC did not note any deficiencies within the review period; therefore, the filing is concluded. The 2024 IRP included a schedule to retire Plant Watson Unit 4 (268 MWs) and Plant Greene County Units 1 and 2 (206 MWs based on 40% ownership) and to retire early Plant Daniel Units 1 and 2 (502 MWs based on 50% ownership), all by the end of 2028, which is consistent with the completion of Mississippi Power's affiliate PPA with Georgia Power.

The remaining net book value of Plant Daniel Units 1 and 2 was approximately $476 million at September 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 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.

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

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

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 portions of the System Reinforcement Rider and municipal, county, and GDOT projects. 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 August 1, 2024, Virginia Natural Gas filed a base rate case with the Virginia Commission seeking an increase in annual base revenues of $63 million, including $17 million related to the recovery of investments under the SAVE program, primarily to recover investments and increased costs associated with infrastructure and technology. The requested increase is based on a projected 12-month period beginning January 1, 2025, an ROE of 10.45%, and an equity ratio of 54.92%. Rate adjustments will be effective January 1, 2025, subject to refund. The Virginia Commission is expected to issue an order on the requested increase in the third quarter 2025. 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. On August 28, 2024, the court granted the defendants' motion in part and denied it in part, dismissing the plaintiff's False Claims Act count along with its accompanying treble damages and attorneys' fees but allowing the employment retaliation claim to proceed. The plaintiff requested interlocutory appeal of the court's decision on October 4, 2024. On October 14, 2024, the defendants asserted counterclaims for conversion and misappropriation of trade secrets. 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 surface impoundment 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. On August 20, 2024, the plaintiff filed a notice of appeal in the U.S. Court of Appeals for the Eleventh Circuit challenging the denial of the motion to reconsider the order of dismissal.

In January 2023, the EPA issued a Notice of Potential Violations (NOPV) associated with Alabama Power's plan to close the Plant Barry surface impoundment. On September 26, 2024, Alabama Power reached a settlement with the EPA resolving two of the three allegations in the NOPV related to the groundwater monitoring system and the emergency action plan at the Plant Barry surface impoundment. 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

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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 May 2024, Georgia Power filed additional motions for summary judgment. In August 2024, the court denied certain motions for summary judgment, while granting other motions for summary judgment, eliminating some claims from the first one-plaintiff trial.

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

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

Mississippi Power

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

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the complaint with prejudice, which was granted on March 15, 2023. On March 28, 2023, the plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the Fifth Circuit. In December 2023, the U.S Court of Appeals for the Fifth Circuit affirmed the district court's order dismissing the plaintiffs' complaint against Mississippi Power, and the plaintiffs filed a petition for panel rehearing, which was denied on January 10, 2024. The plaintiffs did not file a petition for writ of certiorari with the U.S. Supreme Court. This matter is now concluded.

Southern Power

In 2021, Southern Power and certain of its subsidiaries filed an arbitration demand with the American Arbitration Association against First Solar for defective design of actuators on trackers and inverters installed by First Solar under the engineering, procurement, and construction agreements associated with five solar projects owned by Southern Power and partners and managed by Southern Power. In 2023, Southern Power received an award of approximately $36 million and filed for confirmation in the Delaware Court of Chancery. Subsequently in 2023, First Solar filed a motion to dismiss the confirmation and, in February 2024, filed a petition to vacate the arbitration award in the Supreme Court of New York County, New York. In March 2024, Southern Power dismissed the proceeding in Delaware without prejudice and filed an opposition to First Solar's petition in the New York matter. 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 September 30, 2024, $16 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 $13 million and $14 million at September 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 $230 million and $222 million at September 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 and August 15, 2024, the Court of Federal Claims entered final judgments on damages in the third and fourth round of lawsuits, respectively, against the U.S. government awarding Alabama Power a total of $100 million and Georgia Power a total of $121 million (based on its ownership interests), which represent claims for the period from January 1, 2011 through December 31, 2019. This represents all outstanding claims.

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At September 30, 2024, Alabama Power recognized both a receivable and a regulatory liability of $100 million. Alabama Power expects to credit recovery for the benefit of customers in accordance with direction from the Alabama PSC. At September 30, 2024, Georgia Power recognized a receivable of $259 million and a payable to the joint owners of Plants Hatch and Vogtle of $138 million (based on their ownership interests) and credited the award to accounts where the original costs were charged, which reduced rate base, fuel, and cost of service for the benefit of customers, as previously authorized by the Georgia PSC. As a result of this regulatory treatment, there will be no material impact on Southern Company's, Alabama Power's, or Georgia Power's net income.

Other Matters

Traditional Electric Operating Companies

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

(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.

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The following table disaggregates revenue from contracts with customers for the three and nine months ended September 30, 2024 and 2023:


	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Three Months Ended September 30, 2024
Operating revenues
Retail electric revenues
Residential	$	2,651	$	975	$	1,580	$	96	$	—	$	—
Commercial	1,991		607		1,288		96		—		—
Industrial	1,184		483		606		95		—		—
Other	33		3		28		2		—		—
Total retail electric revenues	5,859		2,068		3,502		289		—		—
Natural gas distribution revenues
Residential	212		—		—		—		—		212
Commercial	55		—		—		—		—		55
Transportation	294		—		—		—		—		294
Industrial	4		—		—		—		—		4
Other	45		—		—		—		—		45
Total natural gas distribution revenues	610		—		—		—		—		610
Wholesale electric revenues
PPA energy revenues	300		58		26		1		222		—
PPA capacity revenues	190		24		42		15		125		—
Non-PPA revenues	67		34		—		106		67		—
Total wholesale electric revenues	557		116		68		122		414		—
Other natural gas revenues
Gas marketing services	51		—		—		—		—		51
Other	6		—		—		—		—		6
Total other natural gas revenues	57		—		—		—		—		57
Other revenues	398		60		170		13		9		—
Total revenue from contracts with customers	7,481		2,244		3,740		424		423		667
Other revenue sources(*)	(207)		(106)		(268)		(12)		177		15
Total operating revenues	$	7,274	$	2,138	$	3,472	$	412	$	600	$	682

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	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Nine Months Ended September 30, 2024
Operating revenues
Retail electric revenues
Residential	$	6,551	$	2,477	$	3,832	$	242	$	—	$	—
Commercial	5,075		1,583		3,243		249		—		—
Industrial	3,019		1,338		1,424		257		—		—
Other	94		9		78		7		—		—
Total retail electric revenues	14,739		5,407		8,577		755		—		—
Natural gas distribution revenues
Residential	1,244		—		—		—		—		1,244
Commercial	300		—		—		—		—		300
Transportation	959		—		—		—		—		959
Industrial	25		—		—		—		—		25
Other	221		—		—		—		—		221
Total natural gas distribution revenues	2,749		—		—		—		—		2,749
Wholesale electric revenues
PPA energy revenues	838		171		66		3		616		—
PPA capacity revenues	495		71		106		47		320		—
Non-PPA revenues	179		103		3		292		176		—
Total wholesale electric revenues	1,512		345		175		342		1,112		—
Other natural gas revenues
Gas marketing services	352		—		—		—		—		352
Other	16		—		—		—		—		16
Total other natural gas revenues	368		—		—		—		—		368
Other revenues	1,145		174		507		34		31		—
Total revenue from contracts with customers	20,513		5,926		9,259		1,131		1,143		3,117
Other revenue sources(*)	(130)		(123)		(514)		(13)		454		103
Total operating revenues	$	20,383	$	5,803	$	8,745	$	1,118	$	1,597	$	3,220

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	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Three Months Ended September 30, 2023
Operating revenues
Retail electric revenues
Residential	$	2,543	$	969	$	1,473	$	101	$	—	$	—
Commercial	1,845		599		1,151		95		—		—
Industrial	1,116		498		528		90		—		—
Other	30		3		25		2		—		—
Total retail electric revenues	5,534		2,069		3,177		288		—		—
Natural gas distribution revenues
Residential	217		—		—		—		—		217
Commercial	56		—		—		—		—		56
Transportation	275		—		—		—		—		275
Industrial	4		—		—		—		—		4
Other	60		—		—		—		—		60
Total natural gas distribution revenues	612		—		—		—		—		612
Wholesale electric revenues
PPA energy revenues	317		66		31		2		226		—
PPA capacity revenues	151		26		13		3		110		—
Non-PPA revenues	101		15		21		137		126		—
Total wholesale electric revenues	569		107		65		142		462		—
Other natural gas revenues
Gas marketing services	54		—		—		—		—		54
Other	8		—		—		—		—		8
Total other natural gas revenues	62		—		—		—		—		62
Other revenues	330		54		146		10		18		—
Total revenue from contracts with customers	7,107		2,230		3,388		440		480		674
Other revenue sources(*)	(127)		(147)		(151)		(4)		173		15
Total operating revenues	$	6,980	$	2,083	$	3,237	$	436	$	653	$	689

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	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Nine Months Ended September 30, 2023
Operating revenues
Retail electric revenues
Residential	$	5,717	$	2,277	$	3,202	$	238	$	—	$	—
Commercial	4,464		1,493		2,733		238		—		—
Industrial	2,770		1,324		1,195		251		—		—
Other	84		10		68		6		—		—
Total retail electric revenues	13,035		5,104		7,198		733		—		—
Natural gas distribution revenues
Residential	1,443		—		—		—		—		1,443
Commercial	370		—		—		—		—		370
Transportation	878		—		—		—		—		878
Industrial	33		—		—		—		—		33
Other	228		—		—		—		—		228
Total natural gas distribution revenues	2,952		—		—		—		—		2,952
Wholesale electric revenues
PPA energy revenues	853		196		66		8		601		—
PPA capacity revenues	490		130		38		36		289		—
Non-PPA revenues	199		49		30		315		312		—
Total wholesale electric revenues	1,542		375		134		359		1,202		—
Other natural gas revenues
Gas marketing services	358		—		—		—		—		358
Other	28		—		—		—		—		28
Total other natural gas revenues	386		—		—		—		—		386
Other revenues	971		159		422		31		46		—
Total revenue from contracts with customers	18,886		5,638		7,754		1,123		1,248		3,338
Other revenue sources(*)	322		(218)		51		14		438		79
Total operating revenues	$	19,208	$	5,420	$	7,805	$	1,137	$	1,686	$	3,417

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


	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Accounts Receivable
At September 30, 2024	$	2,946	$	978	$	1,347	$	111	$	125	$	306
At December 31, 2023	2,820		821		1,011		90		122		684
Contract Assets
At September 30, 2024	$	379	$	7	$	202	$	—	$	—	$	71
At December 31, 2023	271		2		121		—		—		56
Contract Liabilities
At September 30, 2024	$	181	$	—	$	49	$	—	$	2	$	3
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 September 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 September 30, 2024 and December 31, 2023, Southern Company's unregulated distributed generation business had contract assets of $102 million and $91 million, respectively, and contract liabilities of $132 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 nine months ended September 30, 2024, which were included in contract liabilities at December 31, 2023, were $20 million and $97 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 September 30, 2024 are expected to be recognized as follows:


	2024 (remaining)		2025		2026		2027		2028		Thereafter
	(in millions)
Southern Company	$	303	$	884	$	375	$	336	$	325	$	2,180
Alabama Power	11		11		—		—		—		—
Georgia Power	21		64		26		17		17		17
Mississippi Power(*)	15		63		66		69		73		—
Southern Power(*)	73		312		299		306		297		2,169
Southern Company Gas	3		2		—		—		—		—

(*)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 nine months ended September 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 September 30, 2024
Lease income - interest income on sales-type leases	$	5	$	—	$	—	$	3	$	2	$	—
Lease income - operating leases	38		2		13		—		20		9
Variable lease income	142		—		—		—		152		—
Total lease income	$	185	$	2	$	13	$	3	$	174	$	9

For the Nine Months Ended September 30, 2024
Lease income - interest income on sales-type leases	$	18	$	—	$	—	$	11	$	7	$	—
Lease income - operating leases	108		6		28		2		63		27
Variable lease income	343		—		—		—		370		—
Total lease income	$	469	$	6	$	28	$	13	$	440	$	27

For the Three Months Ended September 30, 2023
Lease income - interest income on sales-type leases	$	6	$	—	$	—	$	4	$	2	$	—
Lease income - operating leases	36		3		7		—		21		9
Variable lease income	134		—		—		—		144		—
Total lease income	$	176	$	3	$	7	$	4	$	167	$	9

For the Nine Months Ended September 30, 2023
Lease income - interest income on sales-type leases	$	18	$	—	$	—	$	11	$	7	$	—
Lease income - operating leases	129		32		22		2		64		27
Variable lease income	327		1		—		—		351		—
Total lease income	$	474	$	33	$	22	$	13	$	422	$	27

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 September 30, 2024 and December 31, 2023, Southern Holdings had equity method investments totaling $127 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 September 30, 2024 and December 31, 2023, SP Solar had total assets of $5.6 billion, total liabilities of $378 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 September 30, 2024 and December 31, 2023, SP Wind had total assets of $2.1 billion, total liabilities of $184 million and $187 million, respectively, and noncontrolling interests of $36 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 September 30, 2024 and December 31, 2023, the other VIEs had total assets of $1.7 billion, total liabilities of $240 million and $230 million, respectively, and noncontrolling interests of $710 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 September 30, 2024 and December 31, 2023 were as follows:


Investment Balance	September 30, 2024		December 31, 2023
	(in millions)
SNG	$	1,246	$	1,202
Other	33		33
Total	$	1,279	$	1,235

The earnings from Southern Company Gas' equity method investment related to SNG were $34 million and $32 million for the three months ended September 30, 2024 and 2023, respectively, and $110 million and $104 million for the nine months ended September 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 September 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 September 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 September 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 September 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 September 30, 2024, Alabama Power and Georgia Power had approximately $207 million and $157 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 September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
	(in millions)
As reported shares	1,097	1,092	1,096	1,092
Effect of stock-based compensation	6	7	6	6
Diluted shares	1,103	1,099	1,102	1,098

For all periods presented, an immaterial number of stock-based compensation awards was excluded from the diluted EPS calculation because the awards were anti-dilutive.

For the three and nine months ended September 30, 2024, there was no dilution resulting from the Series 2024A Convertible Senior Notes, and the dilution resulting from the Series 2023A convertible senior notes was immaterial.

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For the three and nine months ended September 30, 2023, there was no dilution resulting from the Series 2023A convertible senior notes or Series 2024A Convertible Senior Notes.

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 19.0% for the nine months ended September 30, 2024 compared to 13.9% 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 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 21.2% for the nine months ended September 30, 2024 compared to 8.3% 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 18.7% for the nine months ended September 30, 2024 compared to 18.2% 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 20.0% for the nine months ended September 30, 2024 compared to 16.9% 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.

Unrecognized Tax Benefits

Southern Company's and Georgia Power's unrecognized tax position balances at September 30, 2024 were $73 million and $34 million, respectively, compared to $116 million and $77 million, respectively, at December 31,

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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.

(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 nine months ended September 30, 2024 and 2023 are presented in the following tables.

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	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Three Months Ended September 30, 2024
Pension Plans
Service cost	$	73	$	17	$	18	$	3	$	2	$	7
Interest cost	159		37		47		7		2		11
Expected return on plan assets	(316)		(77)		(99)		(14)		(4)		(21)
Amortization:
Prior service costs	—		—		—		—		—		(1)
Regulatory asset	—		—		—		—		—		4
Net (gain) loss	14		4		6		—		(1)		—
Net periodic pension income	$	(70)	$	(19)	$	(28)	$	(4)	$	(1)	$	—

Postretirement Benefits
Service cost	$	4	$	1	$	1	$	—	$	—	$	—
Interest cost	16		4		6		1		—		2
Expected return on plan assets	(22)		(9)		(8)		(1)		—		(2)
Amortization:
Prior service costs	1		—		1		—		—		—
Regulatory asset	—		—		—		—		—		2
Net (gain) loss	(4)		—		(3)		1		—		(1)
Net periodic postretirement benefit cost (income)	$	(5)	$	(4)	$	(3)	$	1	$	—	$	1

Nine Months Ended September 30, 2024
Pension Plans
Service cost	$	219	$	51	$	53	$	9	$	5	$	21
Interest cost	476		111		143		21		6		32
Expected return on plan assets	(947)		(230)		(296)		(43)		(12)		(64)
Amortization:
Prior service costs	—		—		1		—		—		(2)
Regulatory asset	—		—		—		—		—		11
Net loss	41		12		15		2		—		—
Net periodic pension income	$	(211)	$	(56)	$	(84)	$	(11)	$	(1)	$	(2)

Postretirement Benefits
Service cost	$	11	$	3	$	3	$	—	$	—	$	1
Interest cost	49		12		17		2		—		6
Expected return on plan assets	(66)		(26)		(24)		(1)		—		(6)
Amortization:
Prior service costs	2		—		1		—		—		—
Regulatory asset	—		—		—		—		—		5
Net gain	(12)		(2)		(4)		—		—		(4)
Net periodic postretirement benefit cost (income)	$	(16)	$	(13)	$	(7)	$	1	$	—	$	2

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	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Three Months Ended September 30, 2023
Pension Plans
Service cost	$	69	$	16	$	17	$	2	$	2	$	6
Interest cost	156		37		48		7		2		11
Expected return on plan assets	(307)		(75)		(97)		(13)		(4)		(22)
Amortization:
Prior service costs	—		—		—		—		—		(1)
Regulatory asset	—		—		—		—		—		4
Net (gain) loss	8		2		4		1		—		(1)
Net periodic pension income	$	(74)	$	(20)	$	(28)	$	(3)	$	—	$	(3)

Postretirement Benefits
Service cost	$	4	$	1	$	1	$	—	$	—	$	—
Interest cost	18		5		6		1		—		2
Expected return on plan assets	(21)		(9)		(7)		(1)		—		(2)
Amortization:
Prior service costs	—		—		1		—		—		—
Regulatory asset	—		—		—		—		—		2
Net gain	(4)		(1)		(1)		—		—		(1)
Net periodic postretirement benefit cost (income)	$	(3)	$	(4)	$	—	$	—	$	—	$	1

Nine Months Ended September 30, 2023
Pension Plans
Service cost	$	207	$	48	$	51	$	8	$	5	$	18
Interest cost	469		109		143		21		6		32
Expected return on plan assets	(922)		(223)		(289)		(41)		(12)		(65)
Amortization:
Prior service costs	—		—		1		—		—		(2)
Regulatory asset	—		—		—		—		—		11
Net (gain) loss	24		7		10		1		—		(3)
Net periodic pension income	$	(222)	$	(59)	$	(84)	$	(11)	$	(1)	$	(9)

Postretirement Benefits
Service cost	$	11	$	3	$	3	$	—	$	—	$	1
Interest cost	53		13		19		2		—		6
Expected return on plan assets	(62)		(26)		(22)		(1)		—		(5)
Amortization:
Prior service costs	1		—		1		—		—		—
Regulatory asset	—		—		—		—		—		5
Net gain	(10)		(2)		(3)		—		—		(3)
Net periodic postretirement benefit cost (income)	$	(7)	$	(12)	$	(2)	$	1	$	—	$	4

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(I) FAIR VALUE MEASUREMENTS

At September 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 September 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)	$	8	$	59	$	—	$	—	$	67
Interest rate derivatives	—		1		—		—		1

Investments in trusts:(b)
Domestic equity	843		255		—		—		1,098
Foreign equity	163		189		—		—		352
U.S. Treasury and government agency securities	—		368		—		—		368
Municipal bonds	—		50		—		—		50
Pooled funds – fixed income	—		7		—		—		7
Corporate bonds	—		464		—		—		464
Mortgage and asset backed securities	—		106		—		—		106
Private equity	—		—		—		179		179
Cash and cash equivalents	1		—		—		—		1
Other	28		3		—		9		40
Cash equivalents and restricted cash	336		16		—		—		352
Other investments	9		28		8		—		45
Total	$	1,388	$	1,546	$	8	$	188	$	3,130
Liabilities:
Energy-related derivatives(a)	$	13	$	189	$	—	$	—	$	202
Interest rate derivatives	—		218		—		—		218
Foreign currency derivatives	—		105		—		—		105
Contingent consideration	3		—		17		—		20
Other	—		13		9		—		22
Total	$	16	$	525	$	26	$	—	$	567

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	Fair Value Measurements Using:
At September 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	$	—	$	21	$	—	$	—	$	21

Nuclear decommissioning trusts:(b)
Domestic equity	460		246		—		—		706
Foreign equity	163		—		—		—		163
U.S. Treasury and government agency securities	—		18		—		—		18
Municipal bonds	—		1		—		—		1
Corporate bonds	—		286		—		—		286
Mortgage and asset backed securities	—		29		—		—		29
Private equity	—		—		—		179		179
Other	5		1		—		9		15
Cash equivalents and restricted cash	197		16		—		—		213
Other investments	—		28		—		—		28
Total	$	825	$	646	$	—	$	188	$	1,659
Liabilities:
Energy-related derivatives	$	—	$	65	$	—	$	—	$	65



Georgia Power
Assets:
Energy-related derivatives	$	—	$	13	$	—	$	—	$	13
Interest rate derivatives	—		1		—		—		1
Nuclear decommissioning trusts:(b)
Domestic equity	383		1		—		—		384
Foreign equity	—		188		—		—		188
U.S. Treasury and government agency securities	—		350		—		—		350
Municipal bonds	—		49		—		—		49
Corporate bonds	—		178		—		—		178
Mortgage and asset backed securities	—		77		—		—		77
Other	23		2		—		—		25

Total	$	406	$	859	$	—	$	—	$	1,265
Liabilities:
Energy-related derivatives	$	—	$	65	$	—	$	—	$	65

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(UNAUDITED)


	Fair Value Measurements Using:
At September 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	$	—	$	14	$	—	$	—	$	14



Liabilities:
Energy-related derivatives	$	—	$	51	$	—	$	—	$	51



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



Liabilities:
Energy-related derivatives	$	—	$	2	$	—	$	—	$	2
Foreign currency derivatives	—		15		—		—		15
Contingent consideration	3		—		17		—		20
Other	—		13		9		—		22
Total	$	3	$	30	$	26	$	—	$	59

Southern Company Gas
Assets:
Energy-related derivatives(a)	$	8	$	7	$	—	$	—	$	15

Non-qualified deferred compensation trusts:
Domestic equity	—		8		—		—		8
Foreign equity	—		1		—		—		1
Pooled funds – fixed income	—		7		—		—		7
Cash and cash equivalents	1		—		—		—		1
Cash equivalents	10		—		—		—		10

Total	$	19	$	23	$	—	$	—	$	42
Liabilities:
Energy-related derivatives(a)	$	13	$	6	$	—	$	—	$	19
Interest rate derivatives	—		62		—		—		62

Total	$	13	$	68	$	—	$	—	$	81

(a)Excludes cash collateral of $22 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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the three and nine months ended September 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 September 30,				Nine Months Ended September 30,
Fair value increases (decreases)	2024		2023		2024		2023
	(in millions)
Southern Company	$	97	$	(4)	$	230	$	211
Alabama Power	67		(36)		153		54
Georgia Power	30		32		77		157

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.

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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 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 September 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 $188 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 September 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	$	62.6	$	11.2	$	17.4	$	1.7	$	2.7	$	8.4
Fair value	59.8		10.3		16.3		1.5		2.7		7.7

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

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

(J) DERIVATIVES

The Registrants are exposed to market risks, including commodity price risk, interest rate risk, weather risk, and occasionally foreign currency exchange rate risk. To manage the volatility attributable to these exposures, each company nets its exposures, where possible, to take advantage of natural offsets and enters into various derivative transactions for the remaining exposures pursuant to each company's policies in areas such as counterparty exposure and risk management practices. 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

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volatility in energy-related commodity prices. Each of the traditional electric operating companies and certain of the 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 September 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(*)	479	2030	2028
Alabama Power	130	2027	—
Georgia Power	127	2027	—
Mississippi Power	109	2028	—
Southern Power	6	2030	2024
Southern Company Gas(*)	107	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 118 million mmBtu long natural gas positions and 11 million mmBtu short natural gas positions at September 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 13 million mmBtu for Southern Company, which includes 3 million mmBtu for Alabama Power, 5 million mmBtu for Georgia Power, 2 million mmBtu for Mississippi Power, and 3 million mmBtu for Southern Power.

For cash flow hedges of energy-related derivatives, the estimated pre-tax losses expected to be reclassified from accumulated OCI to earnings for the 12-month period ending September 30, 2025 are immaterial for Southern Company, 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 September 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 September 30, 2024
	(in millions)					(in millions)
Cash Flow Hedges of Forecasted Debt
Georgia Power	$	350	3.53%	N/A	December 2024	$	1
Fair Value Hedges of Existing Debt
Southern Company parent	400		1-month SOFR + 0.80%	1.75%	March 2028	(32)
Southern Company parent	1,000		1-month SOFR + 2.48%	3.70%	April 2030	(124)
Southern Company Gas	500		1-month SOFR + 0.49%	1.75%	January 2031	(62)
Southern Company	$	2,250				$	(217)

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 September 30, 2025 are $(14) 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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(UNAUDITED)

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 September 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 September 30, 2024
	(in millions)			(in millions)				(in millions)
Cash Flow Hedges of Existing Debt
Southern Power	$	564	3.78%	€	500	1.85%	June 2026	$	(15)
Fair Value Hedges of Existing Debt
Southern Company parent	1,476		3.39%	1,250		1.88%	September 2027	(90)
Southern Company	$	2,040		€	1,750			$	(105)

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 September 30, 2025 are immaterial for Southern Power.

Derivative Financial Statement Presentation and Amounts

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

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(UNAUDITED)

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


	At September 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	$	114	$	12	$	198
Other current assets/Other deferred credits and liabilities	33		73		31		117


Total derivatives designated as hedging instruments for regulatory purposes	59		187		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		10		—		29
Other deferred charges and assets/Other deferred credits and liabilities	3		1		3		4
Interest rate derivatives:
Other current assets/Liabilities from risk management activities, net of collateral	1		63		—		74
Other deferred charges and assets/Other deferred credits and liabilities	—		155		—		190
Foreign currency derivatives:
Other current assets/Liabilities from risk management activities, net of collateral	—		34		—		34
Other deferred charges and assets/Other deferred credits and liabilities	—		71		—		88
Total derivatives designated as hedging instruments in cash flow and fair value hedges	5		334		3		419
Energy-related derivatives not designated as hedging instruments

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

Total derivatives not designated as hedging instruments	4		4		9		10
Gross amounts recognized	68		525		55		744
Gross amounts offset(a)	(34)		(56)		(23)		(85)
Net amounts recognized in the Balance Sheets(b)	$	34	$	469	$	32	$	659

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(UNAUDITED)


	At September 30, 2024				At December 31, 2023
Derivative Category and Balance Sheet Location	Assets		Liabilities		Assets		Liabilities
	(in millions)				(in millions)
Alabama Power
Energy-related derivatives designated as hedging instruments for regulatory purposes

Other current assets/Other current liabilities	$	9	$	40	$	6	$	69
Other deferred charges and assets/Other deferred credits and liabilities	12		25		9		41
Total derivatives designated as hedging instruments for regulatory purposes	21		65		15		110






Gross amounts offset	(13)		(13)		(10)		(10)
Net amounts recognized in the Balance Sheets	$	8	$	52	$	5	$	100

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

Other current assets/Other current liabilities	$	2	$	46	$	2	$	82
Other deferred charges and assets/Other deferred credits and liabilities	10		19		10		42
Total derivatives designated as hedging instruments for regulatory purposes	12		65		12		124
Interest rate derivatives designated as hedging instruments in cash flow and fair value hedges
Interest rate derivatives:
Assets from risk management activities/Other current liabilities	1		—		—		—


Energy-related derivatives not designated as hedging instruments

Other current assets/Other current liabilities	1		—		1		—

Gross amounts recognized	14		65		13		124
Gross amounts offset	(11)		(11)		(11)		(11)
Net amounts recognized in the Balance Sheets	$	3	$	54	$	2	$	113

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

Other current assets/Other current liabilities	$	3	$	22	$	3	$	27
Other deferred charges and assets/Other deferred credits and liabilities	11		29		12		34
Total derivatives designated as hedging instruments for regulatory purposes	14		51		15		61






Gross amounts offset	(13)		(13)		(14)		(14)
Net amounts recognized in the Balance Sheets	$	1	$	38	$	1	$	47

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(UNAUDITED)


	At September 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	$	—	$	1	$	—	$	5
Other deferred charges and assets/Other deferred credits and liabilities	3		—		3		—
Foreign currency derivatives:
Other current assets/Other current liabilities	—		11		—		11
Other deferred charges and assets/Other deferred credits and liabilities	—		4		—		11
Total derivatives designated as hedging instruments in cash flow and fair value hedges	3		16		3		27
Energy-related derivatives not designated as hedging instruments
Energy-related derivatives:
Other current assets/Other current liabilities	—		1		—		—
Other deferred charges and assets/Other deferred credits and liabilities	1		—		—		—
Total derivatives not designated as hedging instruments	1		1		—		—
Gross amounts recognized	4		17		3		27
Gross amounts offset	(1)		(1)		—		—
Net amounts recognized in the Balance Sheets	$	3	$	16	$	3	$	27

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

Other current assets/Other current liabilities	$	12	$	6	$	1	$	20


Derivatives designated as hedging instruments in cash flow and fair value hedges
Energy-related derivatives:
Other current assets/Other current liabilities	1		9		—		24
Other deferred charges and assets/Other deferred credits and liabilities	—		1		—		4
Interest rate derivatives:
Other current assets/Other current liabilities	—		15		—		20
Other deferred charges and assets/Other deferred credits and liabilities	—		47		—		59
Total derivatives designated as hedging instruments in cash flow and fair value hedges	1		72		—		107
Energy-related derivatives not designated as hedging instruments

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

Total derivatives not designated as hedging instruments	2		3		8		10
Gross amounts recognized	15		81		9		137
Gross amounts offset(a)	4		(18)		12		(50)
Net amounts recognized in the Balance Sheets(b)	$	19	$	63	$	21	$	87

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(UNAUDITED)

(a)Gross amounts offset includes cash collateral held on deposit in broker margin accounts of $22 million and $62 million at September 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 September 30, 2024 and December 31, 2023.

At September 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 September 30, 2024:
Energy-related derivatives:
Other regulatory assets, current	$	(102)	$	(37)	$	(44)	$	(19)	$	(2)
Other regulatory assets, deferred	(43)		(14)		(10)		(19)		—


Other regulatory liabilities, current	12		6		—		—		6
Other regulatory liabilities, deferred	3		1		1		1		—
Total energy-related derivative gains (losses)	$	(130)	$	(44)	$	(53)	$	(37)	$	4

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 nine months ended September 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 September 30,				For the Nine Months Ended September 30,
2024	2023		2024		2023
	(in millions)
Southern Company
Cash flow hedges:
Energy-related derivatives	$	(7)	$	(4)	$	(11)	$	(55)
Interest rate derivatives	(8)		(3)		16		(12)
Foreign currency derivatives	15		(15)		(4)		(6)
Fair value hedges(*):
Foreign currency derivatives	(2)		27		(8)		28
Total	$	(2)	$	5	$	(7)	$	(45)


Georgia Power
Cash flow hedges:
Interest rate derivatives	$	1	$	—	$	17	$	(3)

Mississippi Power
Cash flow hedges:
Interest rate derivatives	$	—	$	—	$	7	$	—
Southern Power
Cash flow hedges:
Energy-related derivatives	$	(2)	$	—	$	(2)	$	(14)

Foreign currency derivatives	15		(15)		(4)		(6)
Total	$	13	$	(15)	$	(6)	$	(20)
Southern Company Gas
Cash flow hedges:
Energy-related derivatives	$	(4)	$	(4)	$	(9)	$	(41)
Interest rate derivatives	(6)		(4)		(5)		—
Total	$	(10)	$	(8)	$	(14)	$	(41)

(*)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 nine months ended September 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.

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(UNAUDITED)

For the three and nine months ended September 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 September 30,				For the Nine Months Ended September 30,

2024	2023		2024		2023
	(in millions)				(in millions)
Southern Company
Total cost of natural gas	$	98	$	102	$	852	$	1,199
Gain (loss) on energy-related cash flow hedges(a)	(4)		(4)		(34)		(32)
Total other operations and maintenance	1,662		1,424		4,543		4,352
Gain (loss) on energy-related cash flow hedges(a)	—		(1)		(1)		(2)
Total depreciation and amortization	1,210		1,143		3,537		3,365
Gain (loss) on energy-related cash flow hedges(a)	(3)		(5)		(5)		(18)
Total interest expense, net of amounts capitalized	(692)		(620)		(2,050)		(1,812)
Gain (loss) on interest rate cash flow hedges(a)	(4)		(22)		(12)		(31)
Gain (loss) on foreign currency cash flow hedges(a)	(3)		(3)		(9)		(8)
Gain (loss) on interest rate fair value hedges(b)	78		(47)		47		(50)
Total other income (expense), net	147		141		450		428
Gain (loss) on foreign currency cash flow hedges(a)(c)	24		(14)		7		(4)
Gain (loss) on foreign currency fair value hedges	58		(7)		79		19
Amount excluded from effectiveness testing recognized in earnings	3		(27)		8		(28)










Southern Power
Total depreciation and amortization	$	133	$	130	$	378	$	380
Gain (loss) on energy-related cash flow hedges(a)	(3)		(5)		(5)		(18)
Total interest expense, net of amounts capitalized	(30)		(32)		(89)		(98)
Gain (loss) on foreign currency cash flow hedges(a)	(3)		(3)		(9)		(8)
Total other income (expense), net	2		4		8		8
Gain (loss) on foreign currency cash flow hedges(a)(c)	24		(14)		7		(4)
Southern Company Gas
Total cost of natural gas	$	98	$	102	$	852	$	1,199
Gain (loss) on energy-related cash flow hedges(a)	(4)		(4)		(34)		(32)
Total other operations and maintenance	295		264		877		879
Gain (loss) on energy-related cash flow hedges(a)	—		(1)		(1)		(2)
Total interest expense, net of amounts capitalized	(84)		(77)		(250)		(226)
Gain (loss) on interest rate cash flow hedges(a)	—		(18)		—		(18)
Gain (loss) on interest rate fair value hedges(b)	28		(11)		18		(14)

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

Long-term debt	$	(3,085)	$	(3,024)	$	193	$	235

Southern Company Gas

Long-term debt	$	(440)	$	(427)	$	57	$	70

Pre-tax gains on energy-related derivatives not designated as hedging instruments were $6 million and $69 million for the three and nine months ended September 30, 2024, respectively, and $7 million and $36 million for the three and nine months ended September 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 September 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 $61 million at September 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 immaterial at September 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 September 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 September 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 September 30, 2024, cash collateral held on deposit in broker margin accounts was $22 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.

Alabama Power

On October 24, 2024, Alabama Power entered into an agreement to acquire all of the equity interests in Tenaska Alabama Partners, L.P., which owns and operates the Lindsay Hill Generating Station. See Note (B) under "Alabama Power – Petition for Certificate of Convenience and Necessity" for additional information.

Southern Power

Construction Projects

During the nine months ended September 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, the 180-MW second phase, and the 90-MW third phase of the Millers Branch solar facility. At

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(UNAUDITED)

September 30, 2024, the total cost of construction incurred for the Millers Branch project was $159 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 Nine Months Ended September 30, 2024
South Cheyenne	Solar	150	Laramie County, WY	Second quarter 2024	20 years
Projects Under Construction at September 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

(*)Subsequent to September 30, 2024, Southern Power committed to expand construction of Phase III by 42 MWs of capacity, substantially all of which is contracted under a 15-year PPA, with commercial operation projected to occur in the fourth quarter 2026. With the addition of the 42 MWs of capacity for Phase III, the Millers Branch project has a total of 512 MWs under construction.

(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 $102 million and $280 million for the three and nine months ended September 30, 2024, respectively and $156 million and $406 million for the three and nine months ended September 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 nine months ended September 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 September 30, 2024
Operating revenues	$	5,927	$	600	$	(105)	$	6,422	$	682	$	215	$	(45)	$	7,274
Segment net income (loss)(a)(b)	1,618		82		—		1,700		38		(201)		(2)		1,535
Nine Months Ended September 30, 2024
Operating revenues	$	15,389	$	1,597	$	(293)	$	16,693	$	3,220	$	598	$	(128)	$	20,383
Segment net income (loss)(a)(b)(c)	3,630		264		—		3,894		555		(569)		(13)		3,867
At September 30, 2024
Goodwill	$	—	$	2	$	—	$	2	$	5,015	$	144	$	—	$	5,161
Total assets	104,565		12,646		(547)		116,664		25,545		2,347		(600)		143,956
Three Months Ended September 30, 2023
Operating revenues	$	5,674	$	653	$	(160)	$	6,167	$	689	$	154	$	(30)	$	6,980
Segment net income (loss)(a)(c)(d)	1,419		100		—		1,519		82		(179)		—		1,422
Nine Months Ended September 30, 2023
Operating revenues	$	14,145	$	1,686	$	(417)	$	15,414	$	3,417	$	499	$	(122)	$	19,208
Segment net income (loss)(a)(c)(d)(e)	2,852		288		—		3,140		475		(490)		(4)		3,121
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 impairment loss at Alabama Power of $36 million ($27 million after tax) related to Alabama Power discontinuing the development of a multi-use commercial facility. See Note (A) under "Impairment of Long-Lived Assets" for additional information.

(c)For the traditional electric operating companies, includes pre-tax charges (credits) to income at Georgia Power related to the estimated probable loss associated with the construction and completion of Plant Vogtle Units 3 and 4 of $(21) million ($(16) million after tax) for the nine months ended September 30, 2024 and $160 million ($120 million after tax) for the three and nine months ended September 30, 2023. Also includes a pre-tax gain at Georgia Power of approximately $114 million ($84 million after tax) for the nine months ended September 30, 2024 related to the sale of transmission line assets under the integrated transmission system agreement. See Note (B) under "Georgia Power" and Note 2 to the financial statements under "Georgia Power – Nuclear Construction" in Item 8 of the Form 10-K for additional information.

(d)For Southern Power, includes an $18 million pre-tax loss recovery ($9 million after tax and partnership allocations) for the three and nine months ended September 30, 2023 related to an arbitration award and a $16 million pre-tax gain ($12 million after tax) on the sale of spare parts for the nine months ended September 30, 2023. See Note (C) under "General Litigation Matters – Southern Power" for additional information related to the arbitration award.

(e)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.

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(UNAUDITED)

Products and Services


	Electric Utilities' Revenues
	Retail		Wholesale		Other		Total
	(in millions)
Three Months Ended September 30, 2024	$	5,366	$	721	$	335	$	6,422
Three Months Ended September 30, 2023	5,139		727		301		6,167
Nine Months Ended September 30, 2024	$	13,793	$	1,919	$	981	$	16,693
Nine Months Ended September 30, 2023	12,597		1,930		887		15,414


	Southern Company Gas' Revenues
	Gas Distribution Operations		Gas Marketing Services		Other		Total
	(in millions)
Three Months Ended September 30, 2024	$	616	$	53	$	13	$	682
Three Months Ended September 30, 2023	617		56		16		689
Nine Months Ended September 30, 2024	$	2,828	$	358	$	34	$	3,220
Nine Months Ended September 30, 2023	2,989		376		52		3,417

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 consist 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 nine months ended September 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 September 30, 2024
Operating revenues	$	616	$	8	$	53	$	677	$	6	$	(1)	$	682
Segment net income	21		24		(2)		43		(5)		—		38
Nine Months Ended September 30, 2024
Operating revenues	$	2,828	$	24	$	358	$	3,210	$	19	$	(9)	$	3,220
Segment net income	403		77		72		552		3		—		555
Total assets at September 30, 2024	23,543		1,573		1,619		26,735		9,910		(11,100)		25,545
Three Months Ended September 30, 2023
Operating revenues	$	619	$	8	$	56	$	683	$	8	$	(2)	$	689
Segment net income (loss)	70		24		2		96		(14)		—		82
Nine Months Ended September 30, 2023
Operating revenues	$	3,002	$	24	$	376	$	3,402	$	30	$	(15)	$	3,417
Segment net income(*)	352		73		59		484		(9)		—		475
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.

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