~~0000092122us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FixedIncomeFundsMemberso:SouthernCompanyGasMember2021-03-31~~0000092122so:OtherNaturalGasMember2020-04-012020-06-300000092122us-gaap:IntersegmentEliminationMember2021-01-012021-06-30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission
File Number

Registrant,
State of Incorporation,
Address and Telephone Number

I.R.S. Employer
Identification No.

1-3526

The Southern Company

58-0690070

(A Delaware Corporation)

30 Ivan Allen Jr. Boulevard, N.W.

Atlanta, Georgia 30308

(404) 506-5000

1-3164

Alabama Power Company

63-0004250

(An Alabama Corporation)

600 North 18th Street

Birmingham, Alabama 35203

(205) 257-1000

1-6468

Georgia Power Company

58-0257110

(A Georgia Corporation)

241 Ralph McGill Boulevard, N.E.

Atlanta, Georgia 30308

(404) 506-6526

001-11229

Mississippi Power Company

64-0205820

(A Mississippi Corporation)

2992 West Beach Boulevard

Gulfport, Mississippi 39501

(228) 864-1211

001-37803

Southern Power Company

58-2598670

(A Delaware Corporation)

30 Ivan Allen Jr. Boulevard, N.W.

Atlanta, Georgia 30308

(404) 506-5000

1-14174

Southern Company Gas

58-2210952

(A Georgia Corporation)

Ten Peachtree Place, N.E.

Atlanta, Georgia 30309

(404) 584-4000

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Securities registered pursuant to Section 12(b) of the Act:


Registrant	Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
The Southern Company	Common Stock, par value $5 per share	SO	New York Stock Exchange
			(NYSE)
The Southern Company	Series 2016A 5.25% Junior Subordinated Notes due 2076	SOJB	NYSE
The Southern Company	Series 2017B 5.25% Junior Subordinated Notes due 2077	SOJC	NYSE
The Southern Company	2019 Series A Corporate Units	SOLN	NYSE
The Southern Company	Series 2020A 4.95% Junior Subordinated Notes due 2080	SOJD	NYSE
The Southern Company	Series 2020C 4.20% Junior Subordinated Notes due 2060	SOJE	NYSE
Alabama Power Company	5.00% Series Class A Preferred Stock	ALP PR Q	NYSE
Georgia Power Company	Series 2017A 5.00% Junior Subordinated Notes due 2077	GPJA	NYSE
Southern Power Company	Series 2016A 1.000% Senior Notes due 2022	SO/22B	NYSE
Southern Power Company	Series 2016B 1.850% Senior Notes due 2026	SO/26A	NYSE

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrants were required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Registrant

Large Accelerated Filer

Accelerated
Filer

Non-accelerated Filer

Smaller
Reporting
Company

Emerging
Growth
Company

The Southern Company

Alabama Power Company

Georgia Power Company

Mississippi Power Company

Southern Power Company

Southern Company Gas

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ (Response applicable to all registrants.)


Registrant	Description of Common Stock	Shares Outstanding at ~~March 31,~~June 30, 2021
The Southern Company	Par Value $5 Per Share	~~1,058,630,385~~1,058,825,814
Alabama Power Company	Par Value $40 Per Share	30,537,500
Georgia Power Company	Without Par Value	9,261,500
Mississippi Power Company	Without Par Value	1,121,000
Southern Power Company	Par Value $0.01 Per Share	1,000
Southern Company Gas	Par Value $0.01 Per Share	100

This combined Form 10-Q is separately filed by The Southern Company, Alabama Power Company, Georgia Power Company, Mississippi Power Company, Southern Power Company, and Southern Company Gas. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrants.

Table of Contents Index to Financial Statements

TABLE OF CONTENTS


		Page

	Definitions	4
	Cautionary Statement Regarding Forward-Looking Information	8

	PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	8597
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	~~132~~156
Item 4.	Controls and Procedures	~~132~~156

	PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	~~133~~157
Item 1A.	Risk Factors	~~133~~157
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	Inapplicable
Item 3.	Defaults Upon Senior Securities	Inapplicable
Item 4.	Mine Safety Disclosures	Inapplicable
Item 5.	Other Information	Inapplicable
Item 6.	Exhibits	~~133~~157

	Signatures	~~136~~161

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DEFINITIONS


Term			Meaning
2019 ARP			Alternate Rate Plan approved by the Georgia PSC in 2019 for Georgia Power for the years 2020 through 2022
AFUDC			Allowance for funds used during construction
Alabama Power			Alabama Power Company
Amended and Restated Loan Guarantee Agreement			Loan guarantee agreement entered into by Georgia Power with the DOE in 2014, as amended and restated in March 2019, under which the proceeds of borrowings may be used to reimburse Georgia Power for Eligible Project Costs incurred in connection with its construction of Plant Vogtle Units 3 and 4
ARO			Asset retirement obligation
Atlanta Gas Light			Atlanta Gas Light Company, a wholly-owned subsidiary of Southern Company Gas
Atlantic Coast Pipeline			Atlantic Coast Pipeline, LLC, a joint venture to construct and operate a natural gas pipeline in which Southern Company Gas held a 5% interest through March 24, 2020
Bechtel			Bechtel Power Corporation, the primary contractor for the remaining construction activities for Plant Vogtle Units 3 and 4
Bechtel Agreement			The 2017 construction completion agreement between the Vogtle Owners and Bechtel
CCR			Coal combustion residuals
Chattanooga Gas			Chattanooga Gas Company, a wholly-owned subsidiary of Southern Company Gas
COD			Commercial operation date
Contractor Settlement Agreement			The December 31, 2015 agreement between Westinghouse and the Vogtle Owners resolving disputes between the Vogtle Owners and the EPC Contractor under the Vogtle 3 and 4 Agreement
COVID-19			The novel coronavirus disease declared a pandemic by the World Health Organization and the Centers for Disease Control and Prevention in March 2020
CWIP			Construction work in progress
Dalton			City of Dalton, Georgia, an incorporated municipality in the State of Georgia, acting by and through its Board of Water, Light, and Sinking Fund Commissioners
Dalton Pipeline			A pipeline facility in Georgia in which Southern Company Gas has a 50% undivided ownership interest
DOE			U.S. Department of Energy
ECCR			Georgia Power's Environmental Compliance Cost Recovery tariff
ECO Plan			Mississippi Power's environmental compliance overview plan
ELG Rules			The EPA's steam electric effluent limitations guidelines (ELG) rule (finalized in 2015) and the ELG reconsideration rule (finalized in October 2020)
Eligible Project Costs			Certain costs of construction relating to Plant Vogtle Units 3 and 4 that are eligible for financing under the loan guarantee program established under Title XVII of the Energy Policy Act of 2005
EPA			U.S. Environmental Protection Agency
EPC Contractor			Westinghouse and its affiliate, WECTEC Global Project Services Inc.; the former engineering, procurement, and construction contractor for Plant Vogtle Units 3 and 4
FERC			Federal Energy Regulatory Commission
FFB			Federal Financing Bank
FFB Credit Facilities			Note purchase agreements among the DOE, Georgia Power, and the FFB and related promissory notes which provide for two multi-advance term loan facilities
Fitch			Fitch Ratings, Inc.
Form 10-K			Annual Report on Form 10-K of Southern Company, Alabama Power, Georgia Power, Mississippi Power, Southern Power, and Southern Company Gas for the year ended December 31, 2020, as applicable
GAAP			U.S. generally accepted accounting principles
Georgia Power			Georgia Power Company
GRAM			Atlanta Gas Light's Georgia Rate Adjustment Mechanism
~~Guarantee Settlement Agreement~~			~~The June 9, 2017 settlement agreement between the Vogtle Owners and Toshiba related to certain payment obligations of the EPC Contractor guaranteed by Toshiba~~

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DEFINITIONS

(continued)


Term			Meaning
Guarantee Settlement Agreement			The June 9, 2017 settlement agreement between the Vogtle Owners and Toshiba related to certain payment obligations of the EPC Contractor guaranteed by Toshiba
Gulf Power			Gulf Power Company, until January 1, 2019 a wholly-owned subsidiary of Southern Company; effective January 1, 2021, Gulf Power Company merged with and into Florida Power and Light Company, with Florida Power and Light Company remaining as the surviving company
Heating Degree Days			A measure of weather, calculated when the average daily temperatures are less than 65 degrees Fahrenheit
Heating Season			The period from November through March when Southern Company Gas' natural gas usage and operating revenues are generally higher
HLBV			Hypothetical liquidation at book value
IGCC			Integrated coal gasification combined cycle, the technology originally approved for Mississippi Power's Kemper County energy facility
IIC			Intercompany Interchange Contract
IRP			Integrated resource plan
ITAAC			Inspections, Tests, Analyses, and Acceptance Criteria, standards established by the NRC
ITC			Investment tax credit
JEA			Jacksonville Electric Authority
Jefferson Island			Jefferson Island Storage and Hub, L.L.C, which owns a natural gas storage facility in Louisiana consisting of two salt dome caverns; a subsidiary of Southern Company Gas through December 1, 2020
KWH			Kilowatt-hour
LIBOR			London Interbank Offered Rate
LIFO			Last-in, first-out
LOCOM			Lower of weighted average cost or current market price
LTSA			Long-term service agreement
Marketers			Marketers selling retail natural gas in Georgia and certificated by the Georgia PSC
MEAG Power			Municipal Electric Authority of Georgia
Mississippi Power			Mississippi Power Company
Mississippi Power Rate Case Settlement Agreement			Settlement agreement between Mississippi Power and the Mississippi Public Utilities Staff approved by the Mississippi PSC in March 2020 related to Mississippi Power's base rate case filed in 2019
mmBtu			Million British thermal units
Moody's			Moody's Investors Service, Inc.
MRA			Municipal and Rural Associations
MW			Megawatt
natural gas distribution utilities			Southern Company Gas' natural gas distribution utilities (Nicor Gas, Atlanta Gas Light, Virginia Natural Gas, and Chattanooga Gas)
NCCR			Georgia Power's Nuclear Construction Cost Recovery
NDR			Alabama Power's Natural Disaster Reserve
Nicor Gas			Northern Illinois Gas Company, a wholly-owned subsidiary of Southern Company Gas
NRC			U.S. Nuclear Regulatory Commission
NYMEX			New York Mercantile Exchange, Inc.
OCI			Other comprehensive income
PennEast Pipeline			PennEast Pipeline Company, LLC, a joint venture to construct and operate a natural gas pipeline in which Southern Company Gas has a 20% ownership interest
PEP			Mississippi Power's Performance Evaluation Plan
Pivotal LNG			Pivotal LNG, Inc., through March 24, 2020, a wholly-owned subsidiary of Southern Company Gas
PowerSecure			PowerSecure, Inc., a wholly-owned subsidiary of Southern Company

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DEFINITIONS

(continued)


Term			Meaning
PowerSouth			PowerSouth Energy Cooperative
PPA			Power purchase agreements, as well as, for Southern Power, contracts for differences that provide the owner of a renewable facility a certain fixed price for the electricity sold to the grid

~~Table of ContentsIndex to Financial Statements~~

~~DEFINITIONS~~

~~(continued)~~


~~Term~~			~~Meaning~~
PSC			Public Service Commission
PTC			Production tax credit
Rate CNP			Alabama Power's Rate Certificated New Plant, consisting of Rate CNP New Plant, Rate CNP Compliance, and Rate CNP PPA
Rate ECR			Alabama Power's Rate Energy Cost Recovery

Rate RSE			Alabama Power's Rate Stabilization and Equalization
Registrants			Southern Company, Alabama Power, Georgia Power, Mississippi Power, Southern Power Company, and Southern Company Gas
ROE			Return on equity
S&P			S&P Global Ratings, a division of S&P Global Inc.
SAVE			Steps to Advance Virginia's Energy, an infrastructure replacement program at Virginia Natural Gas
SCS			Southern Company Services, Inc., the Southern Company system service company and a wholly-owned subsidiary of Southern Company
SEC			U.S. Securities and Exchange Commission
SEGCO			Southern Electric Generating Company, 50% owned by each of Alabama Power and Georgia Power
Sequent			Sequent Energy Management, L.P. and Sequent Energy Canada Corp., until July 1, 2021, wholly-owned subsidiaries of Southern Company Gas
SNG			Southern Natural Gas Company, L.L.C., a pipeline system in which Southern Company Gas has a 50% ownership interest
Southern Company			The Southern Company
Southern Company Gas			Southern Company Gas and its subsidiaries
Southern Company Gas Capital			Southern Company Gas Capital Corporation, a 100%-owned subsidiary of Southern Company Gas
Southern Company power pool			The operating arrangement whereby the integrated generating resources of the traditional electric operating companies and Southern Power (excluding subsidiaries) are subject to joint commitment and dispatch in order to serve their combined load obligations
Southern Company system			Southern Company, the traditional electric operating companies, Southern Power, Southern Company Gas, Southern Electric Generating Company, Southern Nuclear, SCS, Southern Communications Services, Inc., PowerSecure, and other subsidiaries
Southern Holdings			Southern Company Holdings, Inc., a wholly-owned subsidiary of Southern Company
Southern Nuclear			Southern Nuclear Operating Company, Inc., a wholly-owned subsidiary of Southern Company
Southern Power			Southern Power Company and its subsidiaries
SouthStar			SouthStar Energy Services, LLC (a Marketer), a wholly-owned subsidiary of Southern Company Gas
SP Solar			SP Solar Holdings I, LP, a limited partnership indirectly owning substantially all of Southern Power's solar facilities, in which Southern Power has a 67% ownership interest
SP Wind			SP Wind Holdings II, LLC, a holding company owning a portfolio of eight operating wind facilities, in which Southern Power is the controlling partner in a tax equity arrangement
Subsidiary Registrants			Alabama Power, Georgia Power, Mississippi Power, Southern Power, and Southern Company Gas
Tax Reform			The impact of the Tax Cuts and Jobs Act, which became effective on January 1, 2018
Toshiba			Toshiba Corporation, the parent company of Westinghouse
traditional electric operating companies			Alabama Power, Georgia Power, and Mississippi Power
VCM			Vogtle Construction Monitoring

Table of ContentsIndex to Financial Statements

DEFINITIONS

(continued)


Term			Meaning
VIE			Variable interest entity
Virginia Commission			Virginia State Corporation Commission
Virginia Natural Gas			Virginia Natural Gas, Inc., a wholly-owned subsidiary of Southern Company Gas
Vogtle 3 and 4 Agreement			Agreement entered into with the EPC Contractor in 2008 by Georgia Power, acting for itself and as agent for the Vogtle Owners, and rejected in bankruptcy in July 2017, pursuant to which the EPC Contractor agreed to design, engineer, procure, construct, and test Plant Vogtle Units 3 and 4

~~Table of ContentsIndex to Financial Statements~~

~~DEFINITIONS~~

~~(continued)~~


~~Term~~			~~Meaning~~
Vogtle Owners			Georgia Power, Oglethorpe Power Corporation, MEAG Power, and Dalton
Vogtle Services Agreement			The June 2017 services agreement between the Vogtle Owners and the EPC Contractor, as amended and restated in July 2017, for the EPC Contractor to transition construction management of Plant Vogtle Units 3 and 4 to Southern Nuclear and to provide ongoing design, engineering, and procurement services to Southern Nuclear
WACOG			Weighted average cost of gas
Westinghouse			Westinghouse Electric Company LLC
Williams Field Services Group			Williams Field Services Group, LLC

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains forward-looking statements. Forward-looking statements include, among other things, statements concerning the potential and expected effects of the COVID-19 pandemic, regulated rates, the strategic goals for the business, customer and sales growth, economic conditions, cost recovery and other rate actions, projected equity ratios, current and proposed environmental regulations and related compliance plans and estimated expenditures, pending or potential litigation matters, access to sources of capital, financing activities, completion dates and costs of construction projects, matters related to the abandonment of the Kemper IGCC, ~~completion of announced dispositions,~~ filings with state and federal regulatory authorities, and estimated construction plans and expenditures. In some cases, forward-looking statements can be identified by terminology such as "may," "will," "could," "would," "should," "expects," "plans," "anticipates," "believes," "estimates," "projects," "predicts," "potential," or "continue" or the negative of these terms or other similar terminology. There are various factors that could cause actual results to differ materially from those suggested by the forward-looking statements; accordingly, there can be no assurance that such indicated results will be realized. These factors include:

•the impact of recent and future federal and state regulatory changes, including tax, environmental, and other laws and regulations to which Southern Company and its subsidiaries are subject, as well as changes in application of existing laws and regulations;

•the potential effects of the continued COVID-19 pandemic, including, but not limited to, those described in Item 1A "Risk Factors" of the Form 10-K;

•the extent and timing of costs and legal requirements related to CCR;

•current and future litigation or regulatory investigations, proceedings, or inquiries, including litigation and other disputes related to the Kemper County energy facility;

•the effects, extent, and timing of the entry of additional competition in the markets in which Southern Company's subsidiaries operate, including from the development and deployment of alternative energy sources;

•variations in demand for electricity and natural gas;

•available sources and costs of natural gas and other fuels;

•the ability to complete necessary or desirable pipeline expansion or infrastructure projects, limits on pipeline capacity, and operational interruptions to natural gas distribution and transmission activities;

•transmission constraints;

•effects of inflation;

•the ability to control costs and avoid cost and schedule overruns during the development, construction, and operation of facilities or other projects, including Plant Vogtle Units 3 and 4 (which includes components based on new technology that only within the last few years began initial operation in the global nuclear industry at this scale) and Plant Barry Unit 8, due to current and future challenges which include, but are not limited to, changes in labor costs, availability, and productivity; challenges with management of contractors or vendors; subcontractor performance; adverse weather conditions; shortages, delays, increased costs, or inconsistent quality of equipment, materials, and labor; contractor or supplier delay; delays due to judicial or regulatory action; nonperformance under construction, operating, or other agreements; operational readiness, including specialized operator training and required site safety programs; engineering or design problems; design and other licensing-based compliance matters, including, for nuclear units, inspections and the timely submittal by Southern Nuclear of the ITAAC documentation for each unit and the related investigations, reviews, and approvals by the NRC necessary to support NRC authorization to load fuel; challenges with start-up activities, including major equipment failure, or system integration; and/or operational performance; and challenges related to the COVID-19 pandemic;

•the ability to overcome or mitigate the current challenges at Plant Vogtle Units 3 and 4, as described in Note (B) to the Condensed Financial Statements under "Georgia Power – Nuclear Construction" in Item 1 herein, that could further impact the cost and schedule for the project;

•legal proceedings and regulatory approvals and actions related to construction projects, such as Plant Vogtle Units 3 and 4, Plant Barry Unit 8, and pipeline projects, including PSC approvals and FERC and NRC actions;

•under certain specified circumstances, a decision by holders of more than 10% of the ownership interests of Plant Vogtle Units 3 and 4 not to proceed with construction and the ability of other Vogtle Owners to tender a portion of their ownership interests to Georgia Power following certain construction cost increases;

Table of Contents Index to Financial Statements

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

(continued)

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

•the ability to construct facilities in accordance with the requirements of permits and licenses (including satisfaction of NRC requirements), to satisfy any environmental performance standards and the requirements of tax credits and other incentives, and to integrate facilities into the Southern Company system upon completion of construction;

•investment performance of the employee and retiree benefit plans and nuclear decommissioning trust funds;

•advances in technology, including the pace and extent of development of low- to no-carbon energy technologies and negative carbon concepts;

•performance of counterparties under ongoing renewable energy partnerships and development agreements;

•state and federal rate regulations and the impact of pending and future rate cases and negotiations, including rate actions relating to ROE, equity ratios, additional generating capacity, and fuel and other cost recovery mechanisms;

•the ability to successfully operate the electric utilities' generating, transmission, and distribution facilities and Southern Company Gas' natural gas distribution and storage facilities and the successful performance of necessary corporate functions;

•the inherent risks involved in operating and constructing nuclear generating facilities;

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

•the performance of projects undertaken by the non-utility businesses and the success of efforts to invest in and develop new opportunities;

•internal restructuring or other restructuring options that may be pursued;

•potential business strategies, including acquisitions or dispositions of assets or businesses, which cannot be assured to be completed or beneficial to Southern Company or its subsidiaries;

•the ability of counterparties of Southern Company and its subsidiaries to make payments as and when due and to perform as required;

•the ability to obtain new short- and long-term contracts with wholesale customers;

•the direct or indirect effect on the Southern Company system's business resulting from cyber intrusion or physical attack and the threat of physical attacks;

•interest rate fluctuations and financial market conditions and the results of financing efforts;

•access to capital markets and other financing sources;

•changes in Southern Company's and any of its subsidiaries' credit ratings;

•changes in the method of determining LIBOR or the replacement of LIBOR with an alternative reference rate;

•the ability of Southern Company's electric utilities to obtain additional generating capacity (or sell excess generating capacity) at competitive prices;

•catastrophic events such as fires, earthquakes, explosions, floods, tornadoes, hurricanes and other storms, droughts, pandemic health events, political unrest, or other similar occurrences;

•the direct or indirect effects on the Southern Company system's business resulting from incidents affecting the U.S. electric grid, natural gas pipeline infrastructure, or operation of generating or storage resources;

•impairments of goodwill or long-lived assets;

•the effect of accounting pronouncements issued periodically by standard-setting bodies; and

•other factors discussed elsewhere herein and in other reports (including the Form 10-K) filed by the Registrants from time to time with the SEC.

The Registrants expressly disclaim any obligation to update any forward-looking statements.

Table of Contents Index to Financial Statements

PART I

Item 1. Financial Statements (Unaudited).


			Page
The Southern Company and Subsidiary Companies:
Condensed Consolidated Statements of Income			11
Condensed Consolidated Statements of Comprehensive Income			12
Condensed Consolidated Statements of Cash Flows			13
Condensed Consolidated Balance Sheets			14
Condensed Consolidated Statements of Stockholders' Equity			16

Alabama Power Company:
Condensed Statements of Income			1718
Condensed Statements of Comprehensive Income			1718
Condensed Statements of Cash Flows			1819
Condensed Balance Sheets			1920
Condensed Statements of Common Stockholder's Equity			2122

Georgia Power Company:
Condensed Statements of Income			2223
Condensed Statements of Comprehensive Income			2223
Condensed Statements of Cash Flows			2324
Condensed Balance Sheets			2425
Condensed Statements of Common Stockholder's Equity			2627

Mississippi Power Company:
Condensed Statements of Income ~~and~~			28
Condensed Statements of Comprehensive Income			2728

Condensed Statements of Cash Flows			2829
Condensed Balance Sheets			2930
Condensed Statements of Common Stockholder's Equity			3132

Southern Power Company and Subsidiary Companies:
Condensed Consolidated Statements of Income			3233
Condensed Consolidated Statements of Comprehensive Income			3233
Condensed Consolidated Statements of Cash Flows			3334
Condensed Consolidated Balance Sheets			3435
Condensed Consolidated Statements of Stockholders' Equity			3637

Southern Company Gas and Subsidiary Companies:
Condensed Consolidated Statements of Income			3739
Condensed Consolidated Statements of Comprehensive Income			3739
Condensed Consolidated Statements of Cash Flows			3840
Condensed Consolidated Balance Sheets			3941
Condensed Consolidated Statements of Stockholder's Equity			4143

Combined Notes to the Condensed Financial Statements			4244

Table of Contents Index to Financial Statements

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


		For the Three Months Ended March 31,			For the Three Months Ended June 30,						For the Six Months Ended June 30,
			2021			2020			2021		2020		2021		2020
		(in millions)			(in millions)						(in millions)
Operating Revenues:	Operating Revenues:							Operating Revenues:
Retail electric revenues	Retail electric revenues		$	3,342		$	3,078	Retail electric revenues	$	3,599	$	3,182	$	6,941	$	6,260
Wholesale electric revenues	Wholesale electric revenues		545			418		Wholesale electric revenues	546		472		1,091		889
Other electric revenues	Other electric revenues		170			151		Other electric revenues	175		168		346		320
Natural gas revenues (includes alternative revenue programs of $2 and $9, respectively)			1,694			1,249
Natural gas revenues (includes alternative revenue programs of $2, $(2), $4, and $7, respectively)								Natural gas revenues (includes alternative revenue programs of $2, $(2), $4, and $7, respectively)	677		636		2,371		1,885
Other revenues	Other revenues		159			122		Other revenues	201		162		359		284
Total operating revenues	Total operating revenues		5,910			5,018		Total operating revenues	5,198		4,620		11,108		9,638
Operating Expenses:	Operating Expenses:							Operating Expenses:
Fuel	Fuel		848			636		Fuel	848		621		1,696		1,257
Purchased power	Purchased power		207			181		Purchased power	217		200		424		381
Cost of natural gas	Cost of natural gas		583			439		Cost of natural gas	231		144		814		583
Cost of other sales	Cost of other sales		82			55		Cost of other sales	103		74		185		129
Other operations and maintenance	Other operations and maintenance		1,372			1,296		Other operations and maintenance	1,438		1,203		2,810		2,498
Depreciation and amortization	Depreciation and amortization		871			857		Depreciation and amortization	891		873		1,762		1,730
Taxes other than income taxes	Taxes other than income taxes		345			330		Taxes other than income taxes	313		298		657		629
Estimated loss on Plant Vogtle Units 3 and 4	Estimated loss on Plant Vogtle Units 3 and 4		48			0		Estimated loss on Plant Vogtle Units 3 and 4	460		149		508		149

(Gain) loss on dispositions, net	(Gain) loss on dispositions, net		(44)			(39)		(Gain) loss on dispositions, net	(11)		0		(54)		(39)
Total operating expenses	Total operating expenses		4,312			3,755		Total operating expenses	4,490		3,562		8,802		7,317
Operating Income	Operating Income		1,598			1,263		Operating Income	708		1,058		2,306		2,321
Other Income and (Expense):	Other Income and (Expense):							Other Income and (Expense):
Allowance for equity funds used during construction	Allowance for equity funds used during construction		46			34		Allowance for equity funds used during construction	45		35		90		68
Earnings from equity method investments			45			42
Earnings (loss) from equity method investments								Earnings (loss) from equity method investments	(40)		30		5		72
Interest expense, net of amounts capitalized	Interest expense, net of amounts capitalized		(450)			(456)		Interest expense, net of amounts capitalized	(450)		(444)		(901)		(900)

Impairment of leveraged leases								Impairment of leveraged leases	(7)		(154)		(7)		(154)
Other income (expense), net	Other income (expense), net		58			103		Other income (expense), net	108		101		167		204
Total other income and (expense)	Total other income and (expense)		(301)			(277)		Total other income and (expense)	(344)		(432)		(646)		(710)
Earnings Before Income Taxes	Earnings Before Income Taxes		1,297			986		Earnings Before Income Taxes	364		626		1,660		1,611
Income taxes			190			145
Income taxes (benefit)								Income taxes (benefit)	(12)		5		178		150
Consolidated Net Income	Consolidated Net Income		1,107			841		Consolidated Net Income	376		621		1,482		1,461

Dividends on preferred stock of subsidiaries	Dividends on preferred stock of subsidiaries		4			4		Dividends on preferred stock of subsidiaries	4		4		7		7
Net loss attributable to noncontrolling interests			(32)			(31)
Net income (loss) attributable to noncontrolling interests								Net income (loss) attributable to noncontrolling interests	0		5		(33)		(26)
Consolidated Net Income Attributable to Southern Company	Consolidated Net Income Attributable to Southern Company		$	1,135		$	868	Consolidated Net Income Attributable to Southern Company	$	372	$	612	$	1,508	$	1,480
Common Stock Data:	Common Stock Data:							Common Stock Data:
Earnings per share -	Earnings per share -							Earnings per share -
Basic	Basic		$	1.07		$	0.82	Basic	$	0.35	$	0.58	$	1.42	$	1.40
Diluted	Diluted		$	1.06		$	0.81	Diluted	$	0.35	$	0.58	$	1.41	$	1.39
Average number of shares of common stock outstanding (in millions)	Average number of shares of common stock outstanding (in millions)							Average number of shares of common stock outstanding (in millions)
Basic	Basic		1,060			1,057		Basic	1,061		1,058		1,060		1,057
Diluted	Diluted		1,066			1,067		Diluted	1,067		1,063		1,066		1,065

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

Table of Contents Index to Financial Statements

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


		For the Three Months Ended March 31,			For the Three Months Ended June 30,						For the Six Months Ended June 30,
			2021			2020			2021		2020		2021		2020
		(in millions)			(in millions)						(in millions)
Consolidated Net Income	Consolidated Net Income		$	1,107		$	841	Consolidated Net Income	$	376	$	621	$	1,482	$	1,461
Other comprehensive income (loss):	Other comprehensive income (loss):							Other comprehensive income (loss):
Qualifying hedges:	Qualifying hedges:							Qualifying hedges:
Changes in fair value, net of tax of $(10) and $(30), respectively			(30)			(86)
Reclassification adjustment for amounts included in net income, net of tax of $18 and $13, respectively			55			38
Changes in fair value, net of tax of $5, $4, $(5), and $(26), respectively								Changes in fair value, net of tax of $5, $4, $(5), and $(26), respectively	14		10		(16)		(75)
Reclassification adjustment for amounts included in net income, net of tax of $(1), $(3), $17, and $10, respectively								Reclassification adjustment for amounts included in net income, net of tax of $(1), $(3), $17, and $10, respectively	(5)		(9)		50		29
Pension and other postretirement benefit plans:	Pension and other postretirement benefit plans:							Pension and other postretirement benefit plans:

Reclassification adjustment for amounts included in net income, net of tax of $1 and $2, respectively			3			1
Reclassification adjustment for amounts included in net income, net of tax of $2, $1, $3, and $2, respectively								Reclassification adjustment for amounts included in net income, net of tax of $2, $1, $3, and $2, respectively	3		3		6		3
Total other comprehensive income (loss)	Total other comprehensive income (loss)		28			(47)		Total other comprehensive income (loss)	12		4		40		(43)
Comprehensive Income	Comprehensive Income		1,135			794		Comprehensive Income	388		625		1,522		1,418

Dividends on preferred stock of subsidiaries	Dividends on preferred stock of subsidiaries		4			4		Dividends on preferred stock of subsidiaries	4		4		7		7
Comprehensive loss attributable to noncontrolling interests			(32)			(31)
Comprehensive income (loss) attributable to noncontrolling interests								Comprehensive income (loss) attributable to noncontrolling interests	0		5		(33)		(26)
Consolidated Comprehensive Income Attributable to Southern Company	Consolidated Comprehensive Income Attributable to Southern Company		$	1,163		$	821	Consolidated Comprehensive Income Attributable to Southern Company	$	384	$	616	$	1,548	$	1,437

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

Table of Contents Index to Financial Statements

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


		For the Three Months Ended March 31,					For the Six Months Ended June 30,
		2021		2020			2021		2020
		(in millions)					(in millions)
Operating Activities:	Operating Activities:					Operating Activities:
Consolidated net income	Consolidated net income	$	1,107	$	841	Consolidated net income	$	1,482	$	1,461
Adjustments to reconcile consolidated net income to net cash provided from operating activities —	Adjustments to reconcile consolidated net income to net cash provided from operating activities —					Adjustments to reconcile consolidated net income to net cash provided from operating activities —
Depreciation and amortization, total	Depreciation and amortization, total	964		949		Depreciation and amortization, total	1,949		1,916
Deferred income taxes	Deferred income taxes	140		(58)		Deferred income taxes	(101)		(218)
Utilization of federal investment tax credits						Utilization of federal investment tax credits	224		0

Allowance for equity funds used during construction		(46)		(34)

Mark-to-market adjustments						Mark-to-market adjustments	136		36
Pension, postretirement, and other employee benefits	Pension, postretirement, and other employee benefits	(78)		(67)		Pension, postretirement, and other employee benefits	(115)		(119)
Settlement of asset retirement obligations	Settlement of asset retirement obligations	(109)		(86)		Settlement of asset retirement obligations	(228)		(193)
Stock based compensation expense	Stock based compensation expense	83		72		Stock based compensation expense	105		84

Estimated loss on Plant Vogtle Units 3 and 4	Estimated loss on Plant Vogtle Units 3 and 4	48		0		Estimated loss on Plant Vogtle Units 3 and 4	508		149

Storm damage accruals	Storm damage accruals	54		56		Storm damage accruals	112		117
Impairment charges						Impairment charges	89		154

(Gain) loss on dispositions, net		(41)		(38)
Natural gas cost under recovery – long-term	Natural gas cost under recovery – long-term	(185)		0		Natural gas cost under recovery – long-term	(119)		0
Other, net	Other, net	114		55		Other, net	(60)		(96)
Changes in certain current assets and liabilities —	Changes in certain current assets and liabilities —					Changes in certain current assets and liabilities —
-Receivables	-Receivables	308		317		-Receivables	29		292
-Prepayments	-Prepayments	(98)		(110)		-Prepayments	(79)		(102)

-Natural gas for sale, net of temporary LIFO liquidation	-Natural gas for sale, net of temporary LIFO liquidation	456		246		-Natural gas for sale, net of temporary LIFO liquidation	375		182
-Natural gas cost under recovery	-Natural gas cost under recovery	(487)		0		-Natural gas cost under recovery	(485)		0
-Other current assets	-Other current assets	63		(67)		-Other current assets	36		(253)
-Accounts payable	-Accounts payable	(216)		(504)		-Accounts payable	(177)		(467)
-Accrued taxes	-Accrued taxes	(212)		(102)		-Accrued taxes	(157)		258
-Accrued compensation	-Accrued compensation	(417)		(473)		-Accrued compensation	(238)		(347)
-Accrued interest		(90)		(60)

-Retail fuel cost over recovery						-Retail fuel cost over recovery	(146)		174

-Customer refunds	-Customer refunds	0		(103)		-Customer refunds	(59)		(223)
-Other current liabilities	-Other current liabilities	(116)		60		-Other current liabilities	(177)		42
Net cash provided from operating activities	Net cash provided from operating activities	1,242		894		Net cash provided from operating activities	2,904		2,847
Investing Activities:	Investing Activities:					Investing Activities:
Business acquisitions, net of cash acquired	Business acquisitions, net of cash acquired	(345)		0		Business acquisitions, net of cash acquired	(345)		(81)

Property additions	Property additions	(1,678)		(1,560)		Property additions	(3,384)		(3,202)

Nuclear decommissioning trust fund purchases	Nuclear decommissioning trust fund purchases	(550)		(254)		Nuclear decommissioning trust fund purchases	(930)		(524)
Nuclear decommissioning trust fund sales	Nuclear decommissioning trust fund sales	546		249		Nuclear decommissioning trust fund sales	926		519
Proceeds from dispositions	Proceeds from dispositions	20		982		Proceeds from dispositions	25		983
Cost of removal, net of salvage	Cost of removal, net of salvage	(85)		(69)		Cost of removal, net of salvage	(184)		(130)
Change in construction payables, net	Change in construction payables, net	(116)		(141)		Change in construction payables, net	(55)		(103)

Payments pursuant to LTSAs	Payments pursuant to LTSAs	(60)		(26)		Payments pursuant to LTSAs	(114)		(91)
Other investing activities	Other investing activities	25		(70)		Other investing activities	35		(26)
Net cash used for investing activities	Net cash used for investing activities	(2,243)		(889)		Net cash used for investing activities	(4,026)		(2,655)
Financing Activities:	Financing Activities:					Financing Activities:
Increase (decrease) in notes payable, net	Increase (decrease) in notes payable, net	182		(685)		Increase (decrease) in notes payable, net	492		(1,170)
Proceeds —	Proceeds —					Proceeds —
Long-term debt	Long-term debt	2,150		2,653		Long-term debt	4,646		4,293

Common stock	Common stock	14		52		Common stock	24		59

Short-term borrowings	Short-term borrowings	325		565		Short-term borrowings	325		615
Redemptions and repurchases —	Redemptions and repurchases —					Redemptions and repurchases —
Long-term debt	Long-term debt	(384)		(1,481)		Long-term debt	(2,477)		(2,444)

Short-term borrowings	Short-term borrowings	(25)		(100)		Short-term borrowings	(25)		(190)
Capital contributions from noncontrolling interests	Capital contributions from noncontrolling interests	313		16		Capital contributions from noncontrolling interests	343		172
Distributions to noncontrolling interests	Distributions to noncontrolling interests	(46)		(48)		Distributions to noncontrolling interests	(113)		(118)

Payment of common stock dividends	Payment of common stock dividends	(678)		(655)		Payment of common stock dividends	(1,377)		(1,332)

Other financing activities	Other financing activities	(117)		(132)		Other financing activities	(167)		(170)
Net cash provided from financing activities		1,734		185
Net cash provided from (used for) financing activities						Net cash provided from (used for) financing activities	1,671		(285)
Net Change in Cash, Cash Equivalents, and Restricted Cash	Net Change in Cash, Cash Equivalents, and Restricted Cash	733		190		Net Change in Cash, Cash Equivalents, and Restricted Cash	549		(93)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	1,068		1,978		Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	1,068		1,978
Cash, Cash Equivalents, and Restricted Cash at End of Period	Cash, Cash Equivalents, and Restricted Cash at End of Period	$	1,801	$	2,168	Cash, Cash Equivalents, and Restricted Cash at End of Period	$	1,617	$	1,885
Supplemental Cash Flow Information:	Supplemental Cash Flow Information:					Supplemental Cash Flow Information:
Cash paid (received) during the period for —	Cash paid (received) during the period for —					Cash paid (received) during the period for —
Interest (net of $21 and $20 capitalized for 2021 and 2020, respectively)		$	519	$	490
Interest (net of $43 and $41 capitalized for 2021 and 2020, respectively)						Interest (net of $43 and $41 capitalized for 2021 and 2020, respectively)	$	884	$	852
Income taxes, net	Income taxes, net	(51)		(16)		Income taxes, net	88		(8)
Noncash transactions —	Noncash transactions —					Noncash transactions —
Accrued property additions at end of period	Accrued property additions at end of period	872		733		Accrued property additions at end of period	943		828
Contributions from noncontrolling interests	Contributions from noncontrolling interests	89		0		Contributions from noncontrolling interests	89		9
Contributions of wind turbine equipment	Contributions of wind turbine equipment	82		17		Contributions of wind turbine equipment	82		17
Right-of-use assets obtained under leases	Right-of-use assets obtained under leases	76		28		Right-of-use assets obtained under leases	90		94

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	Assets	At March 31, 2021		At December 31, 2020		Assets	At June 30, 2021		At December 31, 2020
		(in millions)					(in millions)
Current Assets:	Current Assets:					Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,770	$	1,065	Cash and cash equivalents	$	1,582	$	1,065

Receivables —	Receivables —					Receivables —
Customer accounts	Customer accounts	1,716		1,753		Customer accounts	1,683		1,753
Energy marketing	Energy marketing	412		516		Energy marketing	0		516
Unbilled revenues	Unbilled revenues	544		672		Unbilled revenues	643		672

Other accounts and notes	Other accounts and notes	478		512		Other accounts and notes	488		512
Accumulated provision for uncollectible accounts	Accumulated provision for uncollectible accounts	(124)		(118)		Accumulated provision for uncollectible accounts	(88)		(118)
Materials and supplies	Materials and supplies	1,504		1,478		Materials and supplies	1,469		1,478
Fossil fuel for generation	Fossil fuel for generation	494		550		Fossil fuel for generation	475		550
Natural gas for sale	Natural gas for sale	197		460		Natural gas for sale	178		460

Prepaid expenses	Prepaid expenses	657		276		Prepaid expenses	538		276

Assets from risk management activities, net of collateral	Assets from risk management activities, net of collateral	100		147		Assets from risk management activities, net of collateral	175		147
Regulatory assets – asset retirement obligations	Regulatory assets – asset retirement obligations	214		214		Regulatory assets – asset retirement obligations	224		214
Natural gas cost under recovery	Natural gas cost under recovery	487		0		Natural gas cost under recovery	485		0
Assets held for sale						Assets held for sale	787		60
Other regulatory assets	Other regulatory assets	788		810		Other regulatory assets	728		810

Other current assets	Other current assets	232		282		Other current assets	184		222
Total current assets	Total current assets	9,469		8,617		Total current assets	9,551		8,617
Property, Plant, and Equipment:	Property, Plant, and Equipment:					Property, Plant, and Equipment:
In service	In service	111,579		110,516		In service	112,783		110,516
Less: Accumulated depreciation	Less: Accumulated depreciation	32,887		32,397		Less: Accumulated depreciation	33,240		32,397
Plant in service, net of depreciation	Plant in service, net of depreciation	78,692		78,119		Plant in service, net of depreciation	79,543		78,119

Nuclear fuel, at amortized cost	Nuclear fuel, at amortized cost	820		818		Nuclear fuel, at amortized cost	816		818
Construction work in progress	Construction work in progress	9,525		8,697		Construction work in progress	9,264		8,697
Total property, plant, and equipment	Total property, plant, and equipment	89,037		87,634		Total property, plant, and equipment	89,623		87,634
Other Property and Investments:	Other Property and Investments:					Other Property and Investments:
Goodwill	Goodwill	5,280		5,280		Goodwill	5,280		5,280
Nuclear decommissioning trusts, at fair value	Nuclear decommissioning trusts, at fair value	2,346		2,303		Nuclear decommissioning trusts, at fair value	2,457		2,303
Equity investments in unconsolidated subsidiaries	Equity investments in unconsolidated subsidiaries	1,368		1,362		Equity investments in unconsolidated subsidiaries	1,287		1,362
Other intangible assets, net of amortization of $339 and $328, respectively		477		487
Other intangible assets, net of amortization of $286 and $328, respectively						Other intangible assets, net of amortization of $286 and $328, respectively	466		487
Leveraged leases	Leveraged leases	562		556		Leveraged leases	569		556
Miscellaneous property and investments	Miscellaneous property and investments	463		398		Miscellaneous property and investments	494		398
Total other property and investments	Total other property and investments	10,496		10,386		Total other property and investments	10,553		10,386
Deferred Charges and Other Assets:	Deferred Charges and Other Assets:					Deferred Charges and Other Assets:
Operating lease right-of-use assets, net of amortization	Operating lease right-of-use assets, net of amortization	1,821		1,802		Operating lease right-of-use assets, net of amortization	1,775		1,802
Deferred charges related to income taxes	Deferred charges related to income taxes	803		796		Deferred charges related to income taxes	806		796

Unamortized loss on reacquired debt	Unamortized loss on reacquired debt	274		280		Unamortized loss on reacquired debt	269		280
Regulatory assets – asset retirement obligations, deferred	Regulatory assets – asset retirement obligations, deferred	4,966		4,934		Regulatory assets – asset retirement obligations, deferred	4,931		4,934
Other regulatory assets, deferred	Other regulatory assets, deferred	7,263		7,198		Other regulatory assets, deferred	7,092		7,198

Other deferred charges and assets	Other deferred charges and assets	1,264		1,288		Other deferred charges and assets	1,307		1,288
Total deferred charges and other assets	Total deferred charges and other assets	16,391		16,298		Total deferred charges and other assets	16,180		16,298
Total Assets	Total Assets	$	125,393	$	122,935	Total Assets	$	125,907	$	122,935

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	Liabilities and Stockholders' Equity	At March 31, 2021		At December 31, 2020		Liabilities and Stockholders' Equity	At June 30, 2021		At December 31, 2020
		(in millions)					(in millions)
Current Liabilities:	Current Liabilities:					Current Liabilities:
Securities due within one year	Securities due within one year	$	3,535	$	3,507	Securities due within one year	$	2,829	$	3,507

Notes payable	Notes payable	1,092		609		Notes payable	1,402		609
Energy marketing trade payables	Energy marketing trade payables	475		494		Energy marketing trade payables	0		494
Accounts payable	Accounts payable	2,058		2,312		Accounts payable	2,075		2,312
Customer deposits	Customer deposits	470		487		Customer deposits	467		487
Accrued taxes —	Accrued taxes —					Accrued taxes —
Accrued income taxes	Accrued income taxes	71		130		Accrued income taxes	40		130

Other accrued taxes	Other accrued taxes	412		699		Other accrued taxes	589		699
Accrued interest	Accrued interest	423		513		Accrued interest	510		513

Accrued compensation	Accrued compensation	584		1,025		Accrued compensation	770		1,025
Asset retirement obligations	Asset retirement obligations	642		585		Asset retirement obligations	684		585

Liabilities held for sale						Liabilities held for sale	677		0
Operating lease obligations	Operating lease obligations	244		241		Operating lease obligations	245		241
Other regulatory liabilities	Other regulatory liabilities	462		509		Other regulatory liabilities	416		509
Other current liabilities	Other current liabilities	1,118		968		Other current liabilities	956		968
Total current liabilities	Total current liabilities	11,586		12,079		Total current liabilities	11,660		12,079
Long-term Debt	Long-term Debt	46,727		45,073		Long-term Debt	47,828		45,073
Deferred Credits and Other Liabilities:	Deferred Credits and Other Liabilities:					Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	Accumulated deferred income taxes	8,839		8,175		Accumulated deferred income taxes	8,710		8,175
Deferred credits related to income taxes	Deferred credits related to income taxes	5,676		5,767		Deferred credits related to income taxes	5,593		5,767
Accumulated deferred ITCs	Accumulated deferred ITCs	2,214		2,235		Accumulated deferred ITCs	2,247		2,235
Employee benefit obligations	Employee benefit obligations	2,091		2,213		Employee benefit obligations	2,004		2,213
Operating lease obligations, deferred	Operating lease obligations, deferred	1,652		1,611		Operating lease obligations, deferred	1,604		1,611
Asset retirement obligations, deferred	Asset retirement obligations, deferred	10,043		10,099		Asset retirement obligations, deferred	9,983		10,099

Accrued environmental remediation	Accrued environmental remediation	208		216		Accrued environmental remediation	208		216
Other cost of removal obligations	Other cost of removal obligations	2,215		2,211		Other cost of removal obligations	2,190		2,211
Other regulatory liabilities, deferred	Other regulatory liabilities, deferred	226		251		Other regulatory liabilities, deferred	256		251

Other deferred credits and liabilities	Other deferred credits and liabilities	557		480		Other deferred credits and liabilities	587		480
Total deferred credits and other liabilities	Total deferred credits and other liabilities	33,721		33,258		Total deferred credits and other liabilities	33,382		33,258
Total Liabilities	Total Liabilities	92,034		90,410		Total Liabilities	92,870		90,410
Redeemable Preferred Stock of Subsidiaries	Redeemable Preferred Stock of Subsidiaries	291		291		Redeemable Preferred Stock of Subsidiaries	291		291

Total Stockholders' Equity (See accompanying statements)	Total Stockholders' Equity (See accompanying statements)	33,068		32,234		Total Stockholders' Equity (See accompanying statements)	32,746		32,234
Total Liabilities and Stockholders' Equity	Total Liabilities and Stockholders' Equity	$	125,393	$	122,935	Total Liabilities and Stockholders' Equity	$	125,907	$	122,935

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																								Southern Company Common Stockholders' Equity
		Number of Common Shares		Common Stock								Accumulated Other Comprehensive Income (Loss)														Number of Common Shares					Common Stock															Accumulated Other Comprehensive Income (Loss)
		Issued	Treasury	Par Value		Paid-In Capital		Treasury		Retained Earnings				Noncontrolling Interests		Total				Issued						Treasury			Par Value		Paid-In Capital				Treasury				Retained Earnings				Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests			Total
		(in millions)																					(in millions)
Balance at December 31, 2019	Balance at December 31, 2019	1,054	(1)	$	5,257	$	11,734	$	(42)	$	10,877			$	(321)			$	4,254					$	31,759		Balance at December 31, 2019	1,054		(1)			$	5,257			$	11,734			$	(42)				$	10,877	$	(321)			$	4,254	$	31,759
Consolidated net income (loss)	Consolidated net income (loss)	—	—	—		—		—		868		—				(31)					837			Consolidated net income (loss)		—			—		—				—				—				868			—				(31)		837
Other comprehensive income (loss)	Other comprehensive income (loss)	—	—	—		—		—		—		(47)				—					(47)			Other comprehensive income (loss)		—			—		—				—				—				—			(47)				—		(47)
Stock issued	Stock issued	3	—	9		43		—		—		—				—					52			Stock issued		3			—		9				43				—				—			—				—		52
Stock-based compensation	Stock-based compensation	—	—	—		5		—		—		—				—					5			Stock-based compensation		—			—		—				5				—				—			—				—		5

Cash dividends of $0.62 per share	Cash dividends of $0.62 per share	—	—	—		—		—		(655)		—				—					(655)			Cash dividends of $0.62 per share		—			—		—				—				—				(655)			—				—		(655)

Capital contributions from noncontrolling interests	Capital contributions from noncontrolling interests	—	—	—		—		—		—		—				16					16			Capital contributions from noncontrolling interests		—			—		—				—				—				—			—				16		16
Distributions to noncontrolling interests	Distributions to noncontrolling interests	—	—	—		—		—		—		—				(48)					(48)			Distributions to noncontrolling interests		—			—		—				—				—				—			—				(48)		(48)

Other	Other	—	—	—		—		(2)		(2)		1				—					(3)			Other		—			—		—				—				(2)				(2)			1				—		(3)
Balance at March 31, 2020	Balance at March 31, 2020	1,057	(1)	$	5,266	$	11,782	$	(44)	$	11,088	$	(367)			$	4,191				$	31,916		Balance at March 31, 2020		1,057			(1)		5,266				11,782				(44)				11,088			(367)				4,191		31,916
Consolidated net income																								Consolidated net income		—			—		—				—				—				612			—				5		617
Other comprehensive income																								Other comprehensive income		—			—		—				—				—				—			4				—		4
Stock issued																								Stock issued		—			—		—				7				—				—			—				—		7
Stock-based compensation																								Stock-based compensation		—			—		—				11				—				—			—				—		11

Cash dividends of $0.64 per share																								Cash dividends of $0.64 per share		—			—		—				—				—				(677)			—				—		(677)

Capital contributions from noncontrolling interests																								Capital contributions from noncontrolling interests		—			—		—				—				—				—			—				165		165
Distributions to noncontrolling interests																								Distributions to noncontrolling interests		—			—		—				—				—				—			—				(70)		(70)

Other																								Other		—			—		—				(13)				—				1			—				—		(12)
Balance at June 30, 2020																								Balance at June 30, 2020		1,057			(1)		$	5,266			$	11,787			$	(44)			$	11,024		$	(363)			$	4,291	$	31,961

Balance at December 31, 2020 1,058 (1) $ 5,268 $ 11,834 $ (46) $ 11,311 $ (395) $ 4,262 $ 32,234
Consolidated net income (loss) — — — — — 1,135 — (32) 1,103
Other comprehensive income — — — — — — 28 — 28
Stock issued 2 — 5 9 — — — — 14
Stock-based compensation — — — 9 — — — — 9
Cash dividends of $0.64 per share — — — — — (678) — — (678)
Capital contributions from
noncontrolling interests — — — — — — — 403 403
Distributions to noncontrolling interests — — — — — — — (46) (46)
Other — — — 2 — — — (1) 1
Balance at March 31, 2021 1,060 (1) $ 5,273 $ 11,854 $ (46) $ 11,768 $ (367) $ 4,586 $ 33,068

Table of ContentsIndex 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, 2020	1,058	(1)	$	5,268	$	11,834	$	(46)	$	11,311	$	(395)		$	4,262		$	32,234
Consolidated net income (loss)	—	—	—		—		—		1,135		—			(32)			1,103
Other comprehensive income	—	—	—		—		—		—		28			—			28
Stock issued	2	—	5		9		—		—		—			—			14
Stock-based compensation	—	—	—		9		—		—		—			—			9

Cash dividends of $0.64 per share	—	—	—		—		—		(678)		—			—			(678)

Capital contributions from noncontrolling interests	—	—	—		—		—		—		—			403			403
Distributions to noncontrolling interests	—	—	—		—		—		—		—			(46)			(46)



Other	—	—	—		2		—		—		—			(1)			1
Balance at March 31, 2021	1,060	(1)	5,273		11,854		(46)		11,768		(367)			4,586			33,068
Consolidated net income	—	—	—		—		—		372		—			—			372
Other comprehensive income	—	—	—		—		—		—		12			—			12
Stock issued	—	—	1		9		—		—		—			—			10
Stock-based compensation	—	—	—		22		—		—		—			—			22

Cash dividends of $0.66 per share	—	—	—		—		—		(699)		—			—			(699)

Capital contributions from noncontrolling interests	—	—	—		—		—		—		—			29			29
Distributions to noncontrolling interests	—	—	—		—		—		—		—			(68)			(68)




Other	—	—	—		1		(2)		1		—			—			0
Balance at June 30, 2021	1,060	(1)	$	5,274	$	11,886	$	(48)	$	11,442	$	(355)		$	4,547		$	32,746

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

1617

Table of Contents Index to Financial Statements

ALABAMA POWER COMPANY

CONDENSED STATEMENTS OF INCOME (UNAUDITED)


		For the Three Months Ended March 31,			For the Three Months Ended June 30,						For the Six Months Ended June 30,
			2021			2020			2021		2020		2021		2020
		(in millions)			(in millions)						(in millions)
Operating Revenues:	Operating Revenues:							Operating Revenues:
Retail revenues	Retail revenues		$	1,352		$	1,205	Retail revenues	$	1,354	$	1,223	$	2,706	$	2,427
Wholesale revenues, non-affiliates	Wholesale revenues, non-affiliates		92			56		Wholesale revenues, non-affiliates	85		54		178		111
Wholesale revenues, affiliates	Wholesale revenues, affiliates		32			19		Wholesale revenues, affiliates	24		7		55		26
Other revenues	Other revenues		83			71		Other revenues	93		81		176		152
Total operating revenues	Total operating revenues		1,559			1,351		Total operating revenues	1,556		1,365		3,115		2,716
Operating Expenses:	Operating Expenses:							Operating Expenses:
Fuel	Fuel		291			215		Fuel	263		199		554		415
Purchased power, non-affiliates	Purchased power, non-affiliates		50			40		Purchased power, non-affiliates	48		49		97		89
Purchased power, affiliates	Purchased power, affiliates		30			18		Purchased power, affiliates	39		30		69		49
Other operations and maintenance	Other operations and maintenance		361			350		Other operations and maintenance	413		342		775		690
Depreciation and amortization	Depreciation and amortization		211			200		Depreciation and amortization	214		202		425		402
Taxes other than income taxes	Taxes other than income taxes		103			106		Taxes other than income taxes	101		102		203		208
Total operating expenses	Total operating expenses		1,046			929		Total operating expenses	1,078		924		2,123		1,853
Operating Income	Operating Income		513			422		Operating Income	478		441		992		863
Other Income and (Expense):	Other Income and (Expense):							Other Income and (Expense):
Allowance for equity funds used during construction	Allowance for equity funds used during construction		12			10		Allowance for equity funds used during construction	12		11		24		22
Interest expense, net of amounts capitalized	Interest expense, net of amounts capitalized		(84)			(88)		Interest expense, net of amounts capitalized	(84)		(83)		(168)		(171)
Other income (expense), net	Other income (expense), net		32			24		Other income (expense), net	33		26		62		48
Total other income and (expense)	Total other income and (expense)		(40)			(54)		Total other income and (expense)	(39)		(46)		(82)		(101)
Earnings Before Income Taxes	Earnings Before Income Taxes		473			368		Earnings Before Income Taxes	439		395		910		762
Income taxes	Income taxes		110			84		Income taxes	104		93		213		177
Net Income	Net Income		363			284		Net Income	335		302		697		585
Dividends on Preferred Stock	Dividends on Preferred Stock		4			4		Dividends on Preferred Stock	4		4		7		7
Net Income After Dividends on Preferred Stock	Net Income After Dividends on Preferred Stock		$	359		$	280	Net Income After Dividends on Preferred Stock	$	331	$	298	$	690	$	578

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

For the Three Months Ended March 31,
2021 2020
(in millions)
Net Income $ 363 $ 284
Other comprehensive income (loss):
Qualifying hedges:
Reclassification adjustment for amounts included in net income,
net of tax of $0 and $0, respectively
1 1
Total other comprehensive income (loss) 1 1
Comprehensive Income $ 364 $ 285

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

~~Table of ContentsIndex to Financial Statements~~

~~ALABAMA POWER COMPANY~~

~~CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)~~

For the Three Months Ended March 31,
2021 2020
(in millions)
Operating Activities:
Net income $ 363 $ 284
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total 248 241
Deferred income taxes 33 10
Pension, postretirement, and other employee benefits (29) (25)
Settlement of asset retirement obligations (49) (46)
Other, net (15) 10
Changes in certain current assets and liabilities —
-Receivables 40 93
-Fossil fuel stock 38 (15)
-Prepayments (73) (80)
-Materials and supplies (4) (22)
-Other current assets (11) (14)
-Accounts payable (299) (305)
-Accrued taxes 104 100
-Accrued compensation (105) (111)
-Retail fuel cost over recovery (18) 47
-Other current liabilities (9) (12)
Net cash provided from operating activities 214 155
Investing Activities:
Property additions (466) (340)
Nuclear decommissioning trust fund purchases (310) (81)
Nuclear decommissioning trust fund sales 310 81
Cost of removal, net of salvage (23) (15)
Change in construction payables 32 (65)
Other investing activities (9) (4)
Net cash used for investing activities (466) (424)
Financing Activities:
Redemptions — Pollution control revenue bonds 0 (87)
Capital contributions from parent company 600 610
Payment of common stock dividends (246) (239)
Other financing activities (13) (11)
Net cash provided from financing activities 341 273
Net Change in Cash, Cash Equivalents, and Restricted Cash 89 4
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period 530 894
Cash, Cash Equivalents, and Restricted Cash at End of Period $ 619 $ 898
Supplemental Cash Flow Information:
Cash paid during the period for —
Interest (net of $3 capitalized for both 2021 and 2020) $ 93 $ 92
Noncash transactions —
Accrued property additions at end of period 198 135
Right-of-use assets obtained under leases 1 3


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
	(in millions)				(in millions)
Net Income	$	335	$	302	$	697	$	585
Other comprehensive income (loss):
Qualifying hedges:

Reclassification adjustment for amounts included in net income, net of tax of $0, $0, $1, and $1, respectively	1		1		2		2
Total other comprehensive income (loss)	1		1		2		2
Comprehensive Income	$	336	$	303	$	699	$	587

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

Table of Contents Index to Financial Statements

ALABAMA POWER COMPANY

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


	For the Six Months Ended June 30,
	2021		2020
	(in millions)
Operating Activities:
Net income	$	697	$	585
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total	496		484
Deferred income taxes	87		38

Pension, postretirement, and other employee benefits	(39)		(50)
Settlement of asset retirement obligations	(104)		(100)


Other, net	(35)		24
Changes in certain current assets and liabilities —
-Receivables	(85)		6
-Fossil fuel stock	21		(38)
-Prepayments	(53)		(62)
-Materials and supplies	(7)		(38)
-Other current assets	(37)		(34)
-Accounts payable	(236)		(232)
-Accrued taxes	20		197
-Accrued compensation	(60)		(75)
-Retail fuel cost over recovery	(18)		66

-Other current liabilities	(63)		(97)
Net cash provided from operating activities	584		674
Investing Activities:
Property additions	(844)		(686)
Nuclear decommissioning trust fund purchases	(473)		(160)
Nuclear decommissioning trust fund sales	473		160
Cost of removal, net of salvage	(56)		(29)
Change in construction payables	25		(53)
Other investing activities	(18)		(15)
Net cash used for investing activities	(893)		(783)
Financing Activities:

Proceeds —
Senior notes	600		0

Pollution control revenue bonds	0		87

Redemptions —

Senior notes	(200)		0
Pollution control revenue bonds	0		(87)

Capital contributions from parent company	624		610
Payment of common stock dividends	(492)		(479)
Other financing activities	(26)		(15)
Net cash provided from financing activities	506		116
Net Change in Cash, Cash Equivalents, and Restricted Cash	197		7
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	530		894
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	727	$	901
Supplemental Cash Flow Information:
Cash paid during the period for —
Interest (net of $7 capitalized for both 2021 and 2020)	$	154	$	161
Income taxes, net	171		0
Noncash transactions —
Accrued property additions at end of period	191		147
Right-of-use assets obtained under leases	2		3

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

Table of ContentsIndex to Financial Statements

ALABAMA POWER COMPANY

CONDENSED BALANCE SHEETS (UNAUDITED)


Assets	Assets	At March 31, 2021		At December 31, 2020		Assets	At June 30, 2021		At December 31, 2020
		(in millions)					(in millions)
Current Assets:	Current Assets:					Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	619	$	530	Cash and cash equivalents	$	727	$	530
Receivables —	Receivables —					Receivables —
Customer accounts	Customer accounts	394		429		Customer accounts	402		429
Unbilled revenues	Unbilled revenues	124		152		Unbilled revenues	180		152

Affiliated	Affiliated	35		31		Affiliated	40		31
Other accounts and notes	Other accounts and notes	71		66		Other accounts and notes	80		66
Accumulated provision for uncollectible accounts	Accumulated provision for uncollectible accounts	(33)		(43)		Accumulated provision for uncollectible accounts	(25)		(43)
Fossil fuel stock	Fossil fuel stock	197		235		Fossil fuel stock	214		235
Materials and supplies	Materials and supplies	550		546		Materials and supplies	550		546

Prepaid expenses	Prepaid expenses	114		42		Prepaid expenses	94		42
Other regulatory assets	Other regulatory assets	224		226		Other regulatory assets	221		226
Other current assets	Other current assets	43		33		Other current assets	88		33
Total current assets	Total current assets	2,338		2,247		Total current assets	2,571		2,247
Property, Plant, and Equipment:	Property, Plant, and Equipment:					Property, Plant, and Equipment:
In service	In service	32,015		31,816		In service	32,390		31,816
Less: Accumulated provision for depreciation	Less: Accumulated provision for depreciation	10,123		10,009		Less: Accumulated provision for depreciation	10,229		10,009
Plant in service, net of depreciation	Plant in service, net of depreciation	21,892		21,807		Plant in service, net of depreciation	22,161		21,807

Nuclear fuel, at amortized cost	Nuclear fuel, at amortized cost	268		270		Nuclear fuel, at amortized cost	254		270
Construction work in progress	Construction work in progress	1,052		866		Construction work in progress	978		866
Total property, plant, and equipment	Total property, plant, and equipment	23,212		22,943		Total property, plant, and equipment	23,393		22,943
Other Property and Investments:	Other Property and Investments:					Other Property and Investments:
Nuclear decommissioning trusts, at fair value	Nuclear decommissioning trusts, at fair value	1,198		1,157		Nuclear decommissioning trusts, at fair value	1,251		1,157
Equity investments in unconsolidated subsidiaries	Equity investments in unconsolidated subsidiaries	63		63		Equity investments in unconsolidated subsidiaries	64		63
Miscellaneous property and investments	Miscellaneous property and investments	128		131		Miscellaneous property and investments	127		131
Total other property and investments	Total other property and investments	1,389		1,351		Total other property and investments	1,442		1,351
Deferred Charges and Other Assets:	Deferred Charges and Other Assets:					Deferred Charges and Other Assets:
Operating lease right-of-use assets, net of amortization	Operating lease right-of-use assets, net of amortization	140		151		Operating lease right-of-use assets, net of amortization	130		151
Deferred charges related to income taxes	Deferred charges related to income taxes	237		235		Deferred charges related to income taxes	237		235

Regulatory assets – asset retirement obligations	Regulatory assets – asset retirement obligations	1,446		1,441		Regulatory assets – asset retirement obligations	1,437		1,441
Other regulatory assets, deferred	Other regulatory assets, deferred	2,161		2,162		Other regulatory assets, deferred	2,168		2,162
Other deferred charges and assets	Other deferred charges and assets	282		273		Other deferred charges and assets	313		273
Total deferred charges and other assets	Total deferred charges and other assets	4,266		4,262		Total deferred charges and other assets	4,285		4,262
Total Assets	Total Assets	$	31,205	$	30,803	Total Assets	$	31,691	$	30,803

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

1920

Table of Contents Index to Financial Statements

ALABAMA POWER COMPANY

CONDENSED BALANCE SHEETS (UNAUDITED)


Liabilities and Stockholder's Equity	Liabilities and Stockholder's Equity	At March 31, 2021		At December 31, 2020		Liabilities and Stockholder's Equity	At June 30, 2021		At December 31, 2020
		(in millions)					(in millions)
Current Liabilities:	Current Liabilities:					Current Liabilities:
Securities due within one year	Securities due within one year	$	815	$	311	Securities due within one year	$	616	$	311

Accounts payable —	Accounts payable —					Accounts payable —
Affiliated	Affiliated	220		316		Affiliated	290		316
Other	Other	392		545		Other	378		545
Customer deposits	Customer deposits	105		104		Customer deposits	106		104

Accrued taxes	Accrued taxes	257		152		Accrued taxes	173		152
Accrued interest	Accrued interest	75		90		Accrued interest	93		90

Accrued compensation	Accrued compensation	113		212		Accrued compensation	176		212

Asset retirement obligations	Asset retirement obligations	275		254		Asset retirement obligations	296		254
Other regulatory liabilities	Other regulatory liabilities	98		108		Other regulatory liabilities	37		108
Other current liabilities	Other current liabilities	108		107		Other current liabilities	119		107
Total current liabilities	Total current liabilities	2,458		2,199		Total current liabilities	2,284		2,199
Long-term Debt	Long-term Debt	8,055		8,558		Long-term Debt	8,649		8,558
Deferred Credits and Other Liabilities:	Deferred Credits and Other Liabilities:					Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	Accumulated deferred income taxes	3,318		3,273		Accumulated deferred income taxes	3,390		3,273
Deferred credits related to income taxes	Deferred credits related to income taxes	2,006		2,016		Deferred credits related to income taxes	1,988		2,016
Accumulated deferred ITCs	Accumulated deferred ITCs	92		94		Accumulated deferred ITCs	91		94
Employee benefit obligations	Employee benefit obligations	187		214		Employee benefit obligations	173		214
Operating lease obligations	Operating lease obligations	112		119		Operating lease obligations	100		119
Asset retirement obligations, deferred	Asset retirement obligations, deferred	3,688		3,720		Asset retirement obligations, deferred	3,651		3,720
Other cost of removal obligations	Other cost of removal obligations	320		335		Other cost of removal obligations	291		335
Other regulatory liabilities, deferred	Other regulatory liabilities, deferred	98		124		Other regulatory liabilities, deferred	93		124

Other deferred credits and liabilities	Other deferred credits and liabilities	54		50		Other deferred credits and liabilities	53		50
Total deferred credits and other liabilities	Total deferred credits and other liabilities	9,875		9,945		Total deferred credits and other liabilities	9,830		9,945
Total Liabilities	Total Liabilities	20,388		20,702		Total Liabilities	20,763		20,702
Redeemable Preferred Stock	Redeemable Preferred Stock	291		291		Redeemable Preferred Stock	291		291

Common Stockholder's Equity (See accompanying statements)	Common Stockholder's Equity (See accompanying statements)	10,526		9,810		Common Stockholder's Equity (See accompanying statements)	10,637		9,810
Total Liabilities and Stockholder's Equity	Total Liabilities and Stockholder's Equity	$	31,205	$	30,803	Total Liabilities and Stockholder's Equity	$	31,691	$	30,803

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

2021

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			Number of Common Shares Issued	Common Stock		Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
		(in millions)												(in millions)
Balance at December 31, 2019	Balance at December 31, 2019	31	$	1,222	$	4,755	$	3,001	$	(23)	$	8,955	Balance at December 31, 2019	31	$	1,222	$	4,755	$	3,001	$	(23)	$	8,955
Net income after dividends on preferred stock	Net income after dividends on preferred stock	—	—		—		280		—		280		Net income after dividends on preferred stock	—	—		—		280		—		280

Capital contributions from parent company	Capital contributions from parent company	—	—		612		—		—		612		Capital contributions from parent company	—	—		612		—		—		612
Other comprehensive income	Other comprehensive income	—	—		—		—		1		1		Other comprehensive income	—	—		—		—		1		1
Cash dividends on common stock	Cash dividends on common stock	—	—		—		(239)		—		(239)		Cash dividends on common stock	—	—		—		(239)		—		(239)

Balance at March 31, 2020	Balance at March 31, 2020	31	$	1,222	$	5,367	$	3,042	$	(22)	$	9,609	Balance at March 31, 2020	31	1,222		5,367		3,042		(22)		9,609
Net income after dividends on preferred stock													Net income after dividends on preferred stock	—	—		—		298		—		298

Capital contributions from parent company													Capital contributions from parent company	—	—		1		—		—		1
Other comprehensive income													Other comprehensive income	—	—		—		—		1		1
Cash dividends on common stock													Cash dividends on common stock	—	—		—		(239)		—		(239)

Balance at June 30, 2020													Balance at June 30, 2020	31	$	1,222	$	5,368	$	3,101	$	(21)	$	9,670

Balance at December 31, 2020	Balance at December 31, 2020	31	$	1,222	$	5,413	$	3,194	$	(19)	$	9,810	Balance at December 31, 2020	31	$	1,222	$	5,413	$	3,194	$	(19)	$	9,810
Net income after dividends on preferred stock	Net income after dividends on preferred stock	—	—		—		359		—		359		Net income after dividends on preferred stock	—	—		—		359		—		359

Capital contributions from parent company	Capital contributions from parent company	—	—		602		—		—		602		Capital contributions from parent company	—	—		602		—		—		602
Other comprehensive income	Other comprehensive income	—	—		—		—		1		1		Other comprehensive income	—	—		—		—		1		1
Cash dividends on common stock	Cash dividends on common stock	—	—		—		(246)		—		(246)		Cash dividends on common stock	—	—		—		(246)		—		(246)

Balance at March 31, 2021	Balance at March 31, 2021	31	$	1,222	$	6,015	$	3,307	$	(18)	$	10,526	Balance at March 31, 2021	31	1,222		6,015		3,307		(18)		10,526
Net income after dividends on preferred stock													Net income after dividends on preferred stock	—	—		—		331		—		331

Capital contributions from parent company													Capital contributions from parent company	—	—		26		—		—		26
Other comprehensive income													Other comprehensive income	—	—		—		—		1		1
Cash dividends on common stock													Cash dividends on common stock	—	—		—		(246)		—		(246)
Other													Other	—	—		—		(1)		—		(1)
Balance at June 30, 2021													Balance at June 30, 2021	31	$	1,222	$	6,041	$	3,391	$	(17)	$	10,637

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

2122

Table of Contents Index to Financial Statements

GEORGIA POWER COMPANY

CONDENSED STATEMENTS OF INCOME (UNAUDITED)


		For the Three Months Ended March 31,			For the Three Months Ended June 30,						For the Six Months Ended June 30,
			2021			2020			2021		2020		2021		2020
		(in millions)			(in millions)						(in millions)
Operating Revenues:	Operating Revenues:							Operating Revenues:
Retail revenues	Retail revenues		$	1,787		$	1,675	Retail revenues	$	2,026	$	1,760	$	3,813	$	3,435
Wholesale revenues	Wholesale revenues		43			26		Wholesale revenues	36		25		80		51

Other revenues	Other revenues		140			124		Other revenues	163		143		302		268
Total operating revenues	Total operating revenues		1,970			1,825		Total operating revenues	2,225		1,928		4,195		3,754
Operating Expenses:	Operating Expenses:							Operating Expenses:
Fuel	Fuel		313			231		Fuel	343		226		656		458
Purchased power, non-affiliates	Purchased power, non-affiliates		144			129		Purchased power, non-affiliates	144		133		288		262
Purchased power, affiliates	Purchased power, affiliates		136			129		Purchased power, affiliates	149		122		285		251
Other operations and maintenance	Other operations and maintenance		474			465		Other operations and maintenance	542		463		1,015		928
Depreciation and amortization	Depreciation and amortization		338			352		Depreciation and amortization	342		354		680		707
Taxes other than income taxes	Taxes other than income taxes		116			113		Taxes other than income taxes	118		108		235		221
Estimated loss on Plant Vogtle Units 3 and 4	Estimated loss on Plant Vogtle Units 3 and 4		48			0		Estimated loss on Plant Vogtle Units 3 and 4	460		149		508		149
Total operating expenses	Total operating expenses		1,569			1,419		Total operating expenses	2,098		1,555		3,667		2,976
Operating Income	Operating Income		401			406		Operating Income	127		373		528		778
Other Income and (Expense):	Other Income and (Expense):							Other Income and (Expense):

Allowance for equity funds used during construction								Allowance for equity funds used during construction	30		20		61		40
Interest expense, net of amounts capitalized	Interest expense, net of amounts capitalized		(104)			(111)		Interest expense, net of amounts capitalized	(106)		(105)		(210)		(216)
Other income (expense), net	Other income (expense), net		72			52		Other income (expense), net	42		31		83		63
Total other income and (expense)	Total other income and (expense)		(32)			(59)		Total other income and (expense)	(34)		(54)		(66)		(113)
Earnings Before Income Taxes	Earnings Before Income Taxes		369			347		Earnings Before Income Taxes	93		319		462		665
Income taxes			18			16
Income taxes (benefit)								Income taxes (benefit)	(50)		11		(32)		27
Net Income	Net Income		$	351		$	331	Net Income	$	143	$	308	$	494	$	638

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

For the Three Months Ended March 31,
2021 2020
(in millions)
Net Income $ 351 $ 331
Other comprehensive income (loss):
Qualifying hedges:
Changes in fair value, net of tax of $0 and $(1), respectively 0 (2)
Reclassification adjustment for amounts included in net income,
net of tax of $0 and $1, respectively
2 1
Total other comprehensive income (loss) 2 (1)
Comprehensive Income $ 353 $ 330

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

~~Table of ContentsIndex to Financial Statements~~

~~GEORGIA POWER COMPANY~~

~~CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)~~

For the Three Months Ended March 31,
2021 2020
(in millions)
Operating Activities:
Net income $ 351 $ 331
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total 384 396
Deferred income taxes (86) (73)
Pension, postretirement, and other employee benefits (43) (40)
Settlement of asset retirement obligations (49) (33)
Storm damage accruals 53 53
Retail fuel cost over recovery – long-term 0 90
Estimated loss on Plant Vogtle Units 3 and 4 48 0
Other, net (19) (52)
Changes in certain current assets and liabilities —
-Receivables 176 22
-Fossil fuel stock 10 (42)
-Other current assets (7) (15)
-Accounts payable (74) (69)
-Accrued taxes (110) (156)
-Accrued compensation (68) (87)
-Customer refunds 0 (107)
-Other current liabilities (77) (5)
Net cash provided from operating activities 489 213
Investing Activities:
Property additions (775) (849)
Nuclear decommissioning trust fund purchases (241) (173)
Nuclear decommissioning trust fund sales 236 167
Cost of removal, net of salvage (40) (34)
Change in construction payables, net of joint owner portion (103) (46)
Proceeds from dispositions 1 142
Other investing activities 9 (2)
Net cash used for investing activities (913) (795)
Financing Activities:
Increase in notes payable, net 145 11
Proceeds —
Senior notes 750 1,500
Pollution control revenue bonds 0 53
Short-term borrowings 0 200
Redemptions and repurchases —
Senior notes (325) (950)
Pollution control revenue bonds 0 (148)
FFB loan (25) (16)
Capital contributions from parent company 330 500
Payment of common stock dividends (412) (385)
Other financing activities (19) (23)
Net cash provided from financing activities 444 742
Net Change in Cash, Cash Equivalents, and Restricted Cash 20 160
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period 9 52
Cash, Cash Equivalents, and Restricted Cash at End of Period $ 29 $ 212
Supplemental Cash Flow Information:
Cash paid during the period for —
Interest (net of $15 and $11 capitalized for 2021 and 2020, respectively) $ 128 $ 122
Noncash transactions —
Accrued property additions at end of period 445 472
Right-of-use assets obtained under operating leases 3 10


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
	(in millions)				(in millions)
Net Income	$	143	$	308	$	494	$	638
Other comprehensive income (loss):
Qualifying hedges:
Changes in fair value, net of tax of $0, $0, $0, and $(1), respectively	0		0		0		(2)
Reclassification adjustment for amounts included in net income, net of tax of $1, $1, $1, and $1, respectively	1		2		3		3
Total other comprehensive income (loss)	1		2		3		1
Comprehensive Income	$	144	$	310	$	497	$	639

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

Table of Contents Index to Financial Statements

GEORGIA POWER COMPANY

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


	For the Six Months Ended June 30,
	2021		2020
	(in millions)
Operating Activities:
Net income	$	494	$	638
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total	772		800
Deferred income taxes	(309)		(202)
Allowance for equity funds used during construction	(61)		(40)


Pension, postretirement, and other employee benefits	(59)		(55)

Settlement of asset retirement obligations	(100)		(78)
Storm damage accruals	107		107


Estimated loss on Plant Vogtle Units 3 and 4	508		149
Other, net	90		19
Changes in certain current assets and liabilities —
-Receivables	(73)		(73)
-Fossil fuel stock	55		(52)

-Materials and supplies	(46)		(61)

-Other current assets	15		(26)
-Accounts payable	83		0
-Accrued taxes	14		87
-Accrued compensation	(39)		(69)
-Retail fuel cost over recovery	(113)		109
-Customer refunds	(6)		(159)
-Other current liabilities	(19)		30
Net cash provided from operating activities	1,313		1,124
Investing Activities:
Property additions	(1,575)		(1,650)
Nuclear decommissioning trust fund purchases	(458)		(365)
Nuclear decommissioning trust fund sales	453		359
Cost of removal, net of salvage	(73)		(62)
Change in construction payables, net of joint owner portion	(72)		(48)

Proceeds from dispositions	3		143

Other investing activities	(8)		(36)
Net cash used for investing activities	(1,730)		(1,659)
Financing Activities:
Increase (decrease) in notes payable, net	250		(25)
Proceeds —
Senior notes	750		1,500
Pollution control revenue bonds	0		53
FFB loan	371		519
Short-term borrowings	0		250

Redemptions and repurchases —

Senior notes	(325)		(950)
Pollution control revenue bonds	(69)		(148)

FFB loan	(45)		(32)


Capital contributions from parent company	368		500
Payment of common stock dividends	(824)		(771)


Other financing activities	(19)		(27)
Net cash provided from financing activities	457		869
Net Change in Cash, Cash Equivalents, and Restricted Cash	40		334
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	9		52
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	49	$	386
Supplemental Cash Flow Information:
Cash paid during the period for —
Interest (net of $30 and $22 capitalized for 2021 and 2020, respectively)	$	182	$	180
Income taxes, net	139		0
Noncash transactions —
Accrued property additions at end of period	476		478
Right-of-use assets obtained under operating leases	3		29

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

Table of ContentsIndex to Financial Statements

GEORGIA POWER COMPANY

CONDENSED BALANCE SHEETS (UNAUDITED)


Assets	Assets	At March 31, 2021		At December 31, 2020		Assets	At June 30, 2021		At December 31, 2020
		(in millions)					(in millions)
Current Assets:	Current Assets:					Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	29	$	9	Cash and cash equivalents	$	49	$	9

Receivables —	Receivables —					Receivables —
Customer accounts	Customer accounts	532		621		Customer accounts	601		621
Unbilled revenues	Unbilled revenues	196		233		Unbilled revenues	334		233

Joint owner accounts	Joint owner accounts	124		123		Joint owner accounts	98		123

Affiliated	Affiliated	22		21		Affiliated	27		21
Other accounts and notes	Other accounts and notes	35		67		Other accounts and notes	40		67
Accumulated provision for uncollectible accounts	Accumulated provision for uncollectible accounts	(26)		(26)		Accumulated provision for uncollectible accounts	(3)		(26)
Fossil fuel stock	Fossil fuel stock	268		278		Fossil fuel stock	223		278
Materials and supplies	Materials and supplies	610		592		Materials and supplies	631		592

Regulatory assets – storm damage	Regulatory assets – storm damage	213		213		Regulatory assets – storm damage	150		213
Regulatory assets – asset retirement obligations	Regulatory assets – asset retirement obligations	175		166		Regulatory assets – asset retirement obligations	183		166
Other regulatory assets	Other regulatory assets	250		248		Other regulatory assets	240		248
Other current assets	Other current assets	114		143		Other current assets	140		143
Total current assets	Total current assets	2,542		2,688		Total current assets	2,713		2,688
Property, Plant, and Equipment:	Property, Plant, and Equipment:					Property, Plant, and Equipment:
In service	In service	39,857		39,682		In service	40,408		39,682
Less: Accumulated provision for depreciation	Less: Accumulated provision for depreciation	12,421		12,251		Less: Accumulated provision for depreciation	12,540		12,251
Plant in service, net of depreciation	Plant in service, net of depreciation	27,436		27,431		Plant in service, net of depreciation	27,868		27,431

Nuclear fuel, at amortized cost	Nuclear fuel, at amortized cost	553		548		Nuclear fuel, at amortized cost	562		548
Construction work in progress	Construction work in progress	7,394		6,857		Construction work in progress	7,062		6,857
Total property, plant, and equipment	Total property, plant, and equipment	35,383		34,836		Total property, plant, and equipment	35,492		34,836
Other Property and Investments:	Other Property and Investments:					Other Property and Investments:
Nuclear decommissioning trusts, at fair value	Nuclear decommissioning trusts, at fair value	1,149		1,145		Nuclear decommissioning trusts, at fair value	1,207		1,145
Equity investments in unconsolidated subsidiaries	Equity investments in unconsolidated subsidiaries	51		51		Equity investments in unconsolidated subsidiaries	51		51
Miscellaneous property and investments	Miscellaneous property and investments	66		63		Miscellaneous property and investments	66		63
Total other property and investments	Total other property and investments	1,266		1,259		Total other property and investments	1,324		1,259
Deferred Charges and Other Assets:	Deferred Charges and Other Assets:					Deferred Charges and Other Assets:
Operating lease right-of-use assets, net of amortization	Operating lease right-of-use assets, net of amortization	1,273		1,308		Operating lease right-of-use assets, net of amortization	1,236		1,308
Deferred charges related to income taxes	Deferred charges related to income taxes	532		527		Deferred charges related to income taxes	535		527

Regulatory assets – asset retirement obligations, deferred	Regulatory assets – asset retirement obligations, deferred	3,310		3,291		Regulatory assets – asset retirement obligations, deferred	3,281		3,291
Other regulatory assets, deferred	Other regulatory assets, deferred	2,609		2,692		Other regulatory assets, deferred	2,550		2,692
Other deferred charges and assets	Other deferred charges and assets	434		479		Other deferred charges and assets	494		479
Total deferred charges and other assets	Total deferred charges and other assets	8,158		8,297		Total deferred charges and other assets	8,096		8,297
Total Assets	Total Assets	$	47,349	$	47,080	Total Assets	$	47,625	$	47,080

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

2425

Table of Contents Index to Financial Statements

GEORGIA POWER COMPANY

CONDENSED BALANCE SHEETS (UNAUDITED)


Liabilities and Stockholder's Equity	Liabilities and Stockholder's Equity	At March 31, 2021		At December 31, 2020		Liabilities and Stockholder's Equity	At June 30, 2021		At December 31, 2020
		(in millions)					(in millions)
Current Liabilities:	Current Liabilities:					Current Liabilities:
Securities due within one year	Securities due within one year	$	87	$	542	Securities due within one year	$	627	$	542
Notes payable	Notes payable	205		60		Notes payable	310		60
Accounts payable —	Accounts payable —					Accounts payable —
Affiliated	Affiliated	472		597		Affiliated	587		597
Other	Other	732		753		Other	755		753
Customer deposits	Customer deposits	272		276		Customer deposits	268		276

Accrued taxes	Accrued taxes	239		407		Accrued taxes	322		407
Accrued interest	Accrued interest	96		130		Accrued interest	138		130

Accrued compensation	Accrued compensation	123		233		Accrued compensation	164		233
Operating lease obligations	Operating lease obligations	151		151		Operating lease obligations	152		151
Asset retirement obligations	Asset retirement obligations	304		287		Asset retirement obligations	321		287

Over recovered fuel clause revenues	Over recovered fuel clause revenues	83		113		Over recovered fuel clause revenues	0		113
Other regulatory liabilities	Other regulatory liabilities	235		228		Other regulatory liabilities	277		228

Other current liabilities	Other current liabilities	242		254		Other current liabilities	230		254
Total current liabilities	Total current liabilities	3,241		4,031		Total current liabilities	4,151		4,031
Long-term Debt	Long-term Debt	13,278		12,428		Long-term Debt	13,023		12,428
Deferred Credits and Other Liabilities:	Deferred Credits and Other Liabilities:					Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	Accumulated deferred income taxes	3,303		3,272		Accumulated deferred income taxes	3,138		3,272
Deferred credits related to income taxes	Deferred credits related to income taxes	2,517		2,588		Deferred credits related to income taxes	2,463		2,588
Accumulated deferred ITCs	Accumulated deferred ITCs	271		273		Accumulated deferred ITCs	322		273
Employee benefit obligations	Employee benefit obligations	539		586		Employee benefit obligations	518		586
Operating lease obligations, deferred	Operating lease obligations, deferred	1,149		1,156		Operating lease obligations, deferred	1,111		1,156
Asset retirement obligations, deferred	Asset retirement obligations, deferred	5,971		5,978		Asset retirement obligations, deferred	5,962		5,978

Other deferred credits and liabilities	Other deferred credits and liabilities	306		267		Other deferred credits and liabilities	391		267
Total deferred credits and other liabilities	Total deferred credits and other liabilities	14,056		14,120		Total deferred credits and other liabilities	13,905		14,120
Total Liabilities	Total Liabilities	30,575		30,579		Total Liabilities	31,079		30,579

Common Stockholder's Equity (See accompanying statements)	Common Stockholder's Equity (See accompanying statements)	16,774		16,501		Common Stockholder's Equity (See accompanying statements)	16,546		16,501
Total Liabilities and Stockholder's Equity	Total Liabilities and Stockholder's Equity	$	47,349	$	47,080	Total Liabilities and Stockholder's Equity	$	47,625	$	47,080

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

2526

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			Number of Common Shares Issued	Common Stock		Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
		(in millions)												(in millions)
Balance at December 31, 2019	Balance at December 31, 2019	9	$	398	$	10,962	$	3,756	$	(51)	$	15,065	Balance at December 31, 2019	9	$	398	$	10,962	$	3,756	$	(51)	$	15,065
Net income	Net income	—	—		—		331		—		331		Net income	—	—		—		331		—		331

Capital contributions from parent company	Capital contributions from parent company	—	—		502		—		—		502		Capital contributions from parent company	—	—		502		—		—		502
Other comprehensive income (loss)	Other comprehensive income (loss)	—	—		—		—		(1)		(1)		Other comprehensive income (loss)	—	—		—		—		(1)		(1)
Cash dividends on common stock	Cash dividends on common stock	—	—		—		(385)		—		(385)		Cash dividends on common stock	—	—		—		(385)		—		(385)

Balance at March 31, 2020	Balance at March 31, 2020	9	$	398	$	11,464	$	3,702	$	(52)	$	15,512	Balance at March 31, 2020	9	398		11,464		3,702		(52)		15,512
Net income													Net income	—	—		—		308		—		308

Capital contributions from parent company													Capital contributions from parent company	—	—		1		—		—		1
Other comprehensive income													Other comprehensive income	—	—		—		—		2		2
Cash dividends on common stock													Cash dividends on common stock	—	—		—		(386)		—		(386)

Balance at June 30, 2020													Balance at June 30, 2020	9	$	398	$	11,465	$	3,624	$	(50)	$	15,437

Balance at December 31, 2020	Balance at December 31, 2020	9	$	398	$	12,361	$	3,789	$	(47)	$	16,501	Balance at December 31, 2020	9	$	398	$	12,361	$	3,789	$	(47)	$	16,501
Net income	Net income	—	—		—		351		—		351		Net income	—	—		—		351		—		351

Capital contributions from parent company	Capital contributions from parent company	—	—		332		—		—		332		Capital contributions from parent company	—	—		332		—		—		332
Other comprehensive income	Other comprehensive income	—	—		—		—		2		2		Other comprehensive income	—	—		—		—		2		2
Cash dividends on common stock	Cash dividends on common stock	—	—		—		(412)		—		(412)		Cash dividends on common stock	—	—		—		(412)		—		(412)

Balance at March 31, 2021	Balance at March 31, 2021	9	$	398	$	12,693	$	3,728	$	(45)	$	16,774	Balance at March 31, 2021	9	398		12,693		3,728		(45)		16,774
Net income													Net income	—	—		—		143		—		143

Capital contributions from parent company													Capital contributions from parent company	—	—		40		—		—		40
Other comprehensive income													Other comprehensive income	—	—		—		—		1		1
Cash dividends on common stock													Cash dividends on common stock	—	—		—		(412)		—		(412)

Balance at June 30, 2021													Balance at June 30, 2021	9	$	398	$	12,733	$	3,459	$	(44)	$	16,546

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

2627

Table of Contents Index to Financial Statements

MISSISSIPPI POWER COMPANY

CONDENSED STATEMENTS OF INCOME ~~AND~~(UNAUDITED)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
	(in millions)				(in millions)
Operating Revenues:
Retail revenues	$	219	$	199	$	422	$	398
Wholesale revenues, non-affiliates	54		52		117		103
Wholesale revenues, affiliates	25		25		57		47
Other revenues	5		7		14		11
Total operating revenues	303		283		610		559
Operating Expenses:
Fuel	91		83		192		162
Purchased power	11		7		16		12

Other operations and maintenance	76		67		144		142
Depreciation and amortization	44		46		91		88
Taxes other than income taxes	32		30		63		59

Total operating expenses	254		233		506		463
Operating Income	49		50		104		96
Other Income and (Expense):

Interest expense, net of amounts capitalized	(14)		(15)		(29)		(31)
Other income (expense), net	11		6		20		14
Total other income and (expense)	(3)		(9)		(9)		(17)
Earnings Before Income Taxes	46		41		95		79
Income taxes	8		2		12		8
Net Income	$	38	$	39	$	83	$	71

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

For the Three Months Ended March 31,
2021 2020
(in millions)
Operating Revenues:
Retail revenues $ 204 $ 199
Wholesale revenues, non-affiliates 63 51
Wholesale revenues, affiliates 33 21
Other revenues 7 6
Total operating revenues 307 277
Operating Expenses:
Fuel 101 79
Purchased power 5 5
Other operations and maintenance 68 76
Depreciation and amortization 47 42
Taxes other than income taxes 31 29
Total operating expenses 252 231
Operating Income 55 46
Other Income and (Expense):
Interest expense, net of amounts capitalized (14) (16)
Other income (expense), net 8 8
Total other income and (expense) (6) (8)
Earnings Before Income Taxes 49 38
Income taxes 4 6
Net Income and Comprehensive Income $ 45 $ 32

~~Table of ContentsIndex to Financial Statements~~

~~MISSISSIPPI POWER COMPANY~~

~~CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)~~

For the Three Months Ended March 31,
2021 2020
(in millions)
Operating Activities:
Net income $ 45 $ 32
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total 53 44
Other, net (10) (3)
Changes in certain current assets and liabilities —
-Receivables 7 14
-Other current assets 1 (10)
-Accounts payable (30) (24)
-Accrued taxes (75) (54)
-Accrued compensation (16) (19)
-Other current liabilities (13) 3
Net cash used for operating activities (38) (17)
Investing Activities:
Property additions (45) (50)
Construction payables (8) (10)
Payments pursuant to LTSAs (7) (5)
Other investing activities (7) (6)
Net cash used for investing activities (67) (71)
Financing Activities:
Increase in notes payable, net 29 0
Proceeds —
Short-term borrowings 0 40
Other long-term debt 0 100
Redemptions — Senior notes 0 (275)
Capital contributions from parent company 100 75
Return of capital to parent company 0 (37)
Payment of common stock dividends (39) 0
Other financing activities 0 (1)
Net cash provided from (used for) financing activities 90 (98)
Net Change in Cash, Cash Equivalents, and Restricted Cash (15) (186)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period 39 286
Cash, Cash Equivalents, and Restricted Cash at End of Period $ 24 $ 100
Supplemental Cash Flow Information:
Cash paid during the period for —
Interest (net of $0 and $0 capitalized for 2021 and 2020, respectively) $ 16 $ 18
Noncash transactions — Accrued property additions at end of period 26 25


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
	(in millions)				(in millions)
Net Income	$	38	$	39	$	83	$	71
Other comprehensive income (loss):
Qualifying hedges:
Changes in fair value, net of tax of $0, $0, $0, and $0, respectively	0		0		0		(1)
Reclassification adjustment for amounts included in net income, net of tax of $0, $0, $0, and $0, respectively	0		0		1		1
Total other comprehensive income (loss)	0		0		1		0
Comprehensive Income	$	38	$	39	$	84	$	71

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

Table of Contents Index to Financial Statements

MISSISSIPPI POWER COMPANY

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


	For the Six Months Ended June 30,
	2021		2020
	(in millions)
Operating Activities:
Net income	$	83	$	71
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total	106		92




Settlement of asset retirement obligations	(12)		(9)


Other, net	(16)		(4)
Changes in certain current assets and liabilities —



-Other current assets	(3)		(13)
-Accounts payable	(33)		(19)
-Accrued taxes	(51)		(21)

-Accrued compensation	(10)		(15)
-Retail fuel cost over recovery	(15)		(1)



-Other current liabilities	(8)		(10)
Net cash provided from operating activities	41		71
Investing Activities:
Property additions	(90)		(111)
Construction payables	(3)		(14)



Payments pursuant to LTSAs	(14)		(10)
Other investing activities	(10)		(10)
Net cash used for investing activities	(117)		(145)
Financing Activities:
Increase (decrease) in notes payable, net	(25)		4
Proceeds —
Senior notes	525		0
Short-term borrowings	0		40
Pollution control revenue bonds	0		34



Other long-term debt	0		100
Redemptions —
Senior notes	0		(275)

Short-term borrowings	0		(40)
Pollution control revenue bonds	0		(41)



Capital contributions from parent company	101		75
Return of capital to parent company	0		(74)
Payment of common stock dividends	(79)		0
Other financing activities	(7)		(1)
Net cash provided from (used for) financing activities	515		(178)
Net Change in Cash, Cash Equivalents, and Restricted Cash	439		(252)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	39		286
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	478	$	34
Supplemental Cash Flow Information:
Cash paid during the period for —
Interest (net of $0 capitalized for both 2021 and 2020)	$	31	$	33
Income taxes, net	7		0

Noncash transactions — Accrued property additions at end of period	31		21

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

Table of ContentsIndex to Financial Statements

MISSISSIPPI POWER COMPANY

CONDENSED BALANCE SHEETS (UNAUDITED)


Assets	Assets	At March 31, 2021		At December 31, 2020		Assets	At June 30, 2021		At December 31, 2020
		(in millions)					(in millions)
Current Assets:	Current Assets:					Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	24	$	39	Cash and cash equivalents	$	478	$	39
Receivables —	Receivables —					Receivables —
Customer accounts, net	Customer accounts, net	50		34		Customer accounts, net	38		34
Unbilled revenues	Unbilled revenues	33		38		Unbilled revenues	42		38

Affiliated	Affiliated	17		32		Affiliated	26		32
Other accounts and notes	Other accounts and notes	29		32		Other accounts and notes	30		32

Fossil fuel stock	Fossil fuel stock	17		24		Fossil fuel stock	25		24
Materials and supplies	Materials and supplies	67		65		Materials and supplies	68		65
Other regulatory assets	Other regulatory assets	49		60		Other regulatory assets	53		60

Other current assets	Other current assets	20		20		Other current assets	41		20
Total current assets	Total current assets	306		344		Total current assets	801		344
Property, Plant, and Equipment:	Property, Plant, and Equipment:					Property, Plant, and Equipment:
In service	In service	5,037		5,011		In service	5,053		5,011
Less: Accumulated provision for depreciation	Less: Accumulated provision for depreciation	1,579		1,545		Less: Accumulated provision for depreciation	1,556		1,545
Plant in service, net of depreciation	Plant in service, net of depreciation	3,458		3,466		Plant in service, net of depreciation	3,497		3,466
Construction work in progress	Construction work in progress	163		146		Construction work in progress	126		146
Total property, plant, and equipment	Total property, plant, and equipment	3,621		3,612		Total property, plant, and equipment	3,623		3,612
Other Property and Investments	Other Property and Investments	149		151		Other Property and Investments	180		151
Deferred Charges and Other Assets:	Deferred Charges and Other Assets:					Deferred Charges and Other Assets:

Deferred charges related to income taxes	Deferred charges related to income taxes	32		32		Deferred charges related to income taxes	31		32
Regulatory assets – asset retirement obligations	Regulatory assets – asset retirement obligations	211		201		Regulatory assets – asset retirement obligations	213		201
Other regulatory assets, deferred	Other regulatory assets, deferred	386		388		Other regulatory assets, deferred	375		388
Accumulated deferred income taxes	Accumulated deferred income taxes	126		129		Accumulated deferred income taxes	123		129

Other deferred charges and assets	Other deferred charges and assets	64		55		Other deferred charges and assets	66		55
Total deferred charges and other assets	Total deferred charges and other assets	819		805		Total deferred charges and other assets	808		805
Total Assets	Total Assets	$	4,895	$	4,912	Total Assets	$	5,412	$	4,912

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

2930

Table of Contents Index to Financial Statements

MISSISSIPPI POWER COMPANY

CONDENSED BALANCE SHEETS (UNAUDITED)


Liabilities and Stockholder's Equity	Liabilities and Stockholder's Equity	At March 31, 2021		At December 31, 2020		Liabilities and Stockholder's Equity	At June 30, 2021		At December 31, 2020
		(in millions)					(in millions)
Current Liabilities:	Current Liabilities:					Current Liabilities:
Securities due within one year	Securities due within one year	$	421	$	406	Securities due within one year	$	421	$	406

Notes payable	Notes payable	54		25		Notes payable	0		25

Accounts payable —	Accounts payable —					Accounts payable —
Affiliated	Affiliated	50		63		Affiliated	71		63
Other	Other	84		109		Other	66		109

Accrued taxes	Accrued taxes	39		114		Accrued taxes	63		114

Accrued interest	Accrued interest	14		15		Accrued interest	15		15
Accrued compensation	Accrued compensation	18		34		Accrued compensation	24		34

Asset retirement obligations	Asset retirement obligations	40		27		Asset retirement obligations	36		27
Over recovered regulatory clause liabilities	Over recovered regulatory clause liabilities	26		34		Over recovered regulatory clause liabilities	12		34
Other regulatory liabilities	Other regulatory liabilities	36		49		Other regulatory liabilities	62		49

Other current liabilities	Other current liabilities	38		40		Other current liabilities	51		40
Total current liabilities	Total current liabilities	820		916		Total current liabilities	821		916

Long-term Debt	Long-term Debt	996		1,013		Long-term Debt	1,512		1,013
Deferred Credits and Other Liabilities:	Deferred Credits and Other Liabilities:					Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	Accumulated deferred income taxes	463		447		Accumulated deferred income taxes	460		447
Deferred credits related to income taxes	Deferred credits related to income taxes	285		287		Deferred credits related to income taxes	283		287

Employee benefit obligations	Employee benefit obligations	107		113		Employee benefit obligations	102		113

Asset retirement obligations, deferred	Asset retirement obligations, deferred	134		150		Asset retirement obligations, deferred	135		150

Other cost of removal obligations	Other cost of removal obligations	194		194		Other cost of removal obligations	193		194
Other regulatory liabilities, deferred	Other regulatory liabilities, deferred	14		15		Other regulatory liabilities, deferred	26		15
Other deferred credits and liabilities	Other deferred credits and liabilities	34		35		Other deferred credits and liabilities	31		35
Total deferred credits and other liabilities	Total deferred credits and other liabilities	1,231		1,241		Total deferred credits and other liabilities	1,230		1,241
Total Liabilities	Total Liabilities	3,047		3,170		Total Liabilities	3,563		3,170

Common Stockholder's Equity (See accompanying statements)	Common Stockholder's Equity (See accompanying statements)	1,848		1,742		Common Stockholder's Equity (See accompanying statements)	1,849		1,742
Total Liabilities and Stockholder's Equity	Total Liabilities and Stockholder's Equity	$	4,895	$	4,912	Total Liabilities and Stockholder's Equity	$	5,412	$	4,912

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

3031

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			Number of Common Shares Issued	Common Stock		Paid-In Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Total
		(in millions)												(in millions)
Balance at December 31, 2019	Balance at December 31, 2019	1	$	38	$	4,449	$	(2,832)	$	(3)	$	1,652	Balance at December 31, 2019	1	$	38	$	4,449	$	(2,832)	$	(3)	$	1,652
Net income	Net income	—	—		—		32		—		32		Net income	—	—		—		32		—		32

Capital contributions from parent company	Capital contributions from parent company	—	—		76		—		—		76		Capital contributions from parent company	—	—		76		—		—		76
Return of capital to parent company	Return of capital to parent company	—	—		(37)		—		—		(37)		Return of capital to parent company	—	—		(37)		—		—		(37)

Other	Other	—	—		(1)		—		—		(1)		Other	—	—		(1)		—		—		(1)
Balance at March 31, 2020	Balance at March 31, 2020	1	$	38	$	4,487	$	(2,800)	$	(3)	$	1,722	Balance at March 31, 2020	1	38		4,487		(2,800)		(3)		1,722
Net income													Net income	—	—		—		39		—		39

Return of capital to parent company													Return of capital to parent company	—	—		(37)		—		—		(37)

Balance at June 30, 2020													Balance at June 30, 2020	1	$	38	$	4,450	$	(2,761)	$	(3)	$	1,724

Balance at December 31, 2020	Balance at December 31, 2020	1	$	38	$	4,460	$	(2,754)	$	(2)	$	1,742	Balance at December 31, 2020	1	$	38	$	4,460	$	(2,754)	$	(2)	$	1,742
Net income	Net income	—	—		—		45		—		45		Net income	—	—		—		45		—		45

Capital contributions from parent company	Capital contributions from parent company	—	—		100		—		—		100		Capital contributions from parent company	—	—		100		—		—		100

Cash dividends on common stock	Cash dividends on common stock	—	—		—		(39)		—		(39)		Cash dividends on common stock	—	—		—		(39)		—		(39)

Balance at March 31, 2021	Balance at March 31, 2021	1	$	38	$	4,560	$	(2,748)	$	(2)	$	1,848	Balance at March 31, 2021	1	38		4,560		(2,748)		(2)		1,848
Net income													Net income	—	—		—		38		—		38

Capital contributions from parent company													Capital contributions from parent company	—	—		2		—		—		2

Cash dividends on common stock													Cash dividends on common stock	—	—		—		(39)		—		(39)
Other													Other	—	—		—		(1)		1		0
Balance at June 30, 2021													Balance at June 30, 2021	1	$	38	$	4,562	$	(2,750)	$	(1)	$	1,849

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

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SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


		For the Three Months Ended March 31,			For the Three Months Ended June 30,						For the Six Months Ended June 30,
			2021			2020			2021		2020		2021		2020
		(in millions)			(in millions)						(in millions)
Operating Revenues:	Operating Revenues:							Operating Revenues:
Wholesale revenues, non-affiliates	Wholesale revenues, non-affiliates		$	355		$	286	Wholesale revenues, non-affiliates	$	373	$	343	$	728	$	629
Wholesale revenues, affiliates	Wholesale revenues, affiliates		81			86		Wholesale revenues, affiliates	112		92		193		178
Other revenues	Other revenues		4			3		Other revenues	5		4		9		7
Total operating revenues	Total operating revenues		440			375		Total operating revenues	490		439		930		814
Operating Expenses:	Operating Expenses:							Operating Expenses:
Fuel	Fuel		141			107		Fuel	140		102		281		209
Purchased power	Purchased power		20			14		Purchased power	25		18		46		32

Other operations and maintenance	Other operations and maintenance		101			79		Other operations and maintenance	111		77		211		156
Depreciation and amortization	Depreciation and amortization		119			117		Depreciation and amortization	132		121		251		239
Taxes other than income taxes	Taxes other than income taxes		12			9		Taxes other than income taxes	12		10		24		19

(Gain) loss on dispositions, net	(Gain) loss on dispositions, net		(39)			(39)		(Gain) loss on dispositions, net	0		0		(39)		(39)
Total operating expenses	Total operating expenses		354			287		Total operating expenses	420		328		774		616
Operating Income	Operating Income		86			88		Operating Income	70		111		156		198
Other Income and (Expense):	Other Income and (Expense):							Other Income and (Expense):
Interest expense, net of amounts capitalized	Interest expense, net of amounts capitalized		(38)			(39)		Interest expense, net of amounts capitalized	(37)		(38)		(75)		(77)
Other income (expense), net	Other income (expense), net		7			2		Other income (expense), net	1		1		8		4
Total other income and (expense)	Total other income and (expense)		(31)			(37)		Total other income and (expense)	(36)		(37)		(67)		(73)
Earnings Before Income Taxes	Earnings Before Income Taxes		55			51		Earnings Before Income Taxes	34		74		89		125
Income taxes (benefit)	Income taxes (benefit)		(10)			7		Income taxes (benefit)	(2)		6		(11)		13
Net Income	Net Income		65			44		Net Income	36		68		100		112
Net loss attributable to noncontrolling interests			(32)			(31)
Net income (loss) attributable to noncontrolling interests								Net income (loss) attributable to noncontrolling interests	0		5		(33)		(26)
Net Income Attributable to Southern Power	Net Income Attributable to Southern Power		$	97		$	75	Net Income Attributable to Southern Power	$	36	$	63	$	133	$	138

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

For the Three Months Ended March 31,
2021 2020
(in millions)
Net Income $ 65 $ 44
Other comprehensive income (loss):
Qualifying hedges:
Changes in fair value, net of tax of $(11) and $(21), respectively (33) (62)
Reclassification adjustment for amounts included in net income,
net of tax of $15 and $10, respectively
48 28
Pension and other postretirement benefit plans:
Reclassification adjustment for amounts included in net income,
net of tax of $0 and $0, respectively
1 1
Total other comprehensive income (loss) 16 (33)
Comprehensive Income 81 11
Comprehensive loss attributable to noncontrolling interests (32) (31)
Comprehensive Income Attributable to Southern Power $ 113 $ 42

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

~~Table of ContentsIndex to Financial Statements~~

~~SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)~~

For the Three Months Ended March 31,
2021 2020
(in millions)
Operating Activities:
Net income $ 65 $ 44
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total 125 123
Deferred income taxes (8) (36)
Amortization of investment tax credits (15) (14)
(Gain) loss on dispositions, net (39) (39)
Other, net (4) (10)
Changes in certain current assets and liabilities —
-Receivables 23 5
-Prepaid income taxes 16 51
-Other current assets 3 (2)
-Accounts payable 19 (34)
-Accrued taxes 5 8
-Other current liabilities (3) (13)
Net cash provided from operating activities 187 83
Investing Activities:
Business acquisitions, net of cash acquired (345) 0
Property additions (147) (47)
Proceeds from dispositions 17 660
Change in construction payables (7) (15)
Payments pursuant to LTSAs (27) (15)
Other investing activities 5 17
Net cash provided from (used for) investing activities (504) 600
Financing Activities:
Increase (decrease) in notes payable, net 140 (449)
Proceeds — Senior notes 400 0
Redemptions — Short-term borrowings 0 (100)
Return of capital to parent company (271) 0
Capital contributions from noncontrolling interests 313 16
Distributions to noncontrolling interests (46) (48)
Payment of common stock dividends (51) (50)
Other financing activities (7) (1)
Net cash provided from (used for) financing activities 478 (632)
Net Change in Cash, Cash Equivalents, and Restricted Cash 161 51
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period 182 279
Cash, Cash Equivalents, and Restricted Cash at End of Period $ 343 $ 330
Supplemental Cash Flow Information:
Cash paid (received) during the period for —
Interest (net of $1 and $4 capitalized for 2021 and 2020, respectively) $ 26 $ 28
Income taxes, net (2) (5)
Noncash transactions —
Contributions from noncontrolling interests 89 0
Contributions of wind turbine equipment 82 17
Accrued property additions at end of period 60 27
Right-of-use assets obtained under operating leases 65 0


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
	(in millions)				(in millions)
Net Income	$	36	$	68	$	100	$	112
Other comprehensive income (loss):
Qualifying hedges:
Changes in fair value, net of tax of $2, $4, $(8), and $(17), respectively	6		11		(26)		(50)
Reclassification adjustment for amounts included in net income, net of tax of $(3), $(5), $13, and $5, respectively	(9)		(15)		38		13
Pension and other postretirement benefit plans:


Reclassification adjustment for amounts included in net income, net of tax of $1, $0, $1, and $0, respectively	0		1		1		1
Total other comprehensive income (loss)	(3)		(3)		13		(36)
Comprehensive Income	33		65		113		76
Comprehensive income (loss) attributable to noncontrolling interests	0		5		(33)		(26)
Comprehensive Income Attributable to Southern Power	$	33	$	60	$	146	$	102

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~~STATEMENTS OF CASH FLOWS (UNAUDITED)

Assets At March 31, 2021 At December 31, 2020
(in millions)
Current Assets:
Cash and cash equivalents $ 314 $ 182
Receivables —
Customer accounts, net 123 125
Affiliated 17 37
Other 18 27
Materials and supplies 157 157
Prepaid income taxes 368 11
Other current assets 31 36
Total current assets 1,028 575
Property, Plant, and Equipment:
In service 14,313 13,904
Less: Accumulated provision for depreciation 2,916 2,842
Plant in service, net of depreciation 11,397 11,062
Construction work in progress 219 127
Total property, plant, and equipment 11,616 11,189
Other Property and Investments:
Intangible assets, net of amortization of $94 and $89, respectively 297 302
Equity investments in unconsolidated subsidiaries 84 19
Total other property and investments 381 321
Deferred Charges and Other Assets:
Operating lease right-of-use assets, net of amortization 478 415
Prepaid LTSAs 178 155
Accumulated deferred income taxes 0 262
Income taxes receivable, non-current 28 25
Other deferred charges and assets 286 293
Total deferred charges and other assets 970 1,150
Total Assets $ 13,995 $ 13,235


	For the Six Months Ended June 30,
	2021		2020
	(in millions)
Operating Activities:
Net income	$	100	$	112
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total	264		251
Deferred income taxes	(20)		(34)
Utilization of federal investment tax credits	205		0
Amortization of investment tax credits	(29)		(30)






(Gain) loss on dispositions, net	(39)		(39)
Other, net	(18)		(31)
Changes in certain current assets and liabilities —
-Receivables	(91)		(67)

-Prepaid income taxes	28		73
-Other current assets	2		(8)
-Accounts payable	14		(29)
-Accrued taxes	8		16


-Other current liabilities	(13)		(19)
Net cash provided from operating activities	411		195
Investing Activities:
Business acquisitions, net of cash acquired	(345)		(81)
Property additions	(224)		(101)
Proceeds from dispositions	17		660

Change in construction payables	(14)		(4)

Payments pursuant to LTSAs	(47)		(31)


Other investing activities	12		47
Net cash provided from (used for) investing activities	(601)		490
Financing Activities:
Decrease in notes payable, net	(56)		(357)

Proceeds — Senior notes	400		0



Redemptions —
Short-term borrowings	0		(100)
Senior notes	0		(300)

Return of capital to parent company	(271)		0
Capital contributions from noncontrolling interests	343		172
Distributions to noncontrolling interests	(113)		(118)

Payment of common stock dividends	(102)		(100)
Other financing activities	(5)		(5)
Net cash provided from (used for) financing activities	196		(808)
Net Change in Cash, Cash Equivalents, and Restricted Cash	6		(123)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	183		279
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	189	$	156
Supplemental Cash Flow Information:
Cash paid (received) during the period for —
Interest (net of $2 and $7 capitalized for 2021 and 2020, respectively)	$	91	$	96
Income taxes, net	(189)		(5)
Noncash transactions —
Contributions from noncontrolling interests	89		9
Contributions of wind turbine equipment	82		17
Accrued property additions at end of period	59		38
Right-of-use assets obtained under operating leases	65		30

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

Table of ContentsIndex to Financial Statements

SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


Assets	At June 30, 2021		At December 31, 2020
	(in millions)
Current Assets:
Cash and cash equivalents	$	165	$	182
Receivables —
Customer accounts, net	168		125
Affiliated	52		37
Other	48		27

Materials and supplies	101		157

Prepaid income taxes	153		11




Other current assets	56		36
Total current assets	743		575
Property, Plant, and Equipment:
In service	14,372		13,904
Less: Accumulated provision for depreciation	2,991		2,842
Plant in service, net of depreciation	11,381		11,062
Construction work in progress	250		127

Total property, plant, and equipment	11,631		11,189
Other Property and Investments:

Intangible assets, net of amortization of $99 and $89, respectively	292		302
Equity investments in unconsolidated subsidiaries	84		19
Total other property and investments	376		321
Deferred Charges and Other Assets:
Operating lease right-of-use assets, net of amortization	476		415
Prepaid LTSAs	179		155
Accumulated deferred income taxes	0		262
Income taxes receivable, non-current	31		25


Other deferred charges and assets	272		293
Total deferred charges and other assets	958		1,150
Total Assets	$	13,708	$	13,235

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

Table of Contents Index to Financial Statements

SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

Liabilities and Stockholders' Equity At March 31, 2021 At December 31, 2020
(in millions)
Current Liabilities:
Securities due within one year $ 300 $ 299
Notes payable 315 175
Accounts payable —
Affiliated 44 65
Other 127 92
Accrued taxes —
Accrued income taxes 10 8
Other accrued taxes 15 22
Accrued interest 35 32
Other current liabilities 132 132
Total current liabilities 978 825
Long-term Debt 3,730 3,393
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 230 123
Accumulated deferred ITCs 1,658 1,672
Operating lease obligations 487 426
Other deferred credits and liabilities 168 165
Total deferred credits and other liabilities 2,543 2,386
Total Liabilities 7,251 6,604
Total Stockholders' Equity (See accompanying statements)
6,744 6,631
Total Liabilities and Stockholders' Equity $ 13,995 $ 13,235

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

~~Table of ContentsIndex 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, 2019 $ 909 $ 1,485 $ (26) $ 2,368 $ 4,254 $ 6,622
Net income (loss) — 75 — 75 (31) 44
Other comprehensive income (loss) — — (33) (33) — (33)
Cash dividends on common stock — (50) — (50) — (50)
Capital contributions from
noncontrolling interests — — — — 16 16
Distributions to noncontrolling interests — — — — (48) (48)
Balance at March 31, 2020 $ 909 $ 1,510 $ (59) $ 2,360 $ 4,191 $ 6,551

Balance at December 31, 2020 $ 914 $ 1,522 $ (67) $ 2,369 $ 4,262 $ 6,631
Net income (loss) — 97 — 97 (32) 65
Return of capital to parent company (271) — — (271) — (271)
Other comprehensive income — — 16 16 — 16
Cash dividends on common stock — (51) — (51) — (51)
Capital contributions from
noncontrolling interests — — — — 403 403
Distributions to noncontrolling interests — — — — (46) (46)
Other (2) 1 (1) (2) (1) (3)
Balance at March 31, 2021 $ 641 $ 1,569 $ (52) $ 2,158 $ 4,586 $ 6,744


Liabilities and Stockholders' Equity	At June 30, 2021		At December 31, 2020
	(in millions)
Current Liabilities:
Securities due within one year	$	1,012	$	299
Notes payable	119		175
Accounts payable —
Affiliated	75		65
Other	90		92
Accrued taxes —
Accrued income taxes	7		8
Other accrued taxes	20		22
Accrued interest	24		32



Other current liabilities	116		132
Total current liabilities	1,463		825
Long-term Debt	3,036		3,393
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	221		123
Accumulated deferred ITCs	1,643		1,672





Operating lease obligations	488		426
Other deferred credits and liabilities	167		165
Total deferred credits and other liabilities	2,519		2,386
Total Liabilities	7,018		6,604










Total Stockholders' Equity (See accompanying statements)	6,690		6,631
Total Liabilities and Stockholders' Equity	$	13,708	$	13,235

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, 2019	$	909	$	1,485	$	(26)	$	2,368	$	4,254	$	6,622
Net income (loss)	—		75		—		75		(31)		44

Other comprehensive income (loss)	—		—		(33)		(33)		—		(33)
Cash dividends on common stock	—		(50)		—		(50)		—		(50)

Capital contributions from noncontrolling interests	—		—		—		—		16		16
Distributions to noncontrolling interests	—		—		—		—		(48)		(48)




Balance at March 31, 2020	909		1,510		(59)		2,360		4,191		6,551
Net income	—		63		—		63		5		68


Other comprehensive income (loss)	—		—		(3)		(3)		—		(3)
Cash dividends on common stock	—		(50)		—		(50)		—		(50)

Capital contributions from noncontrolling interests	—		—		—		—		165		165
Distributions to noncontrolling interests	—		—		—		—		(70)		(70)




Other	(2)		—		—		(2)		—		(2)
Balance at June 30, 2020	$	907	$	1,523	$	(62)	$	2,368	$	4,291	$	6,659

Table of ContentsIndex 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, 2020	$	914	$	1,522	$	(67)	$	2,369	$	4,262	$	6,631
Net income (loss)	—		97		—		97		(32)		65
Return of capital to parent company	(271)		—		—		(271)		—		(271)

Other comprehensive income	—		—		16		16		—		16
Cash dividends on common stock	—		(51)		—		(51)		—		(51)

Capital contributions from noncontrolling interests	—		—		—		—		403		403
Distributions to noncontrolling interests	—		—		—		—		(46)		(46)



Other	(2)		1		(1)		(2)		(1)		(3)
Balance at March 31, 2021	641		1,569		(52)		2,158		4,586		6,744
Net income	—		36		—		36		—		36


Other comprehensive income (loss)	—		—		(3)		(3)		—		(3)
Cash dividends on common stock	—		(51)		—		(51)		—		(51)

Capital contributions from noncontrolling interests	—		—		—		—		29		29
Distributions to noncontrolling interests	—		—		—		—		(68)		(68)




Other	2		—		1		3		—		3
Balance at June 30, 2021	$	643	$	1,554	$	(54)	$	2,143	$	4,547	$	6,690

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

Table of ContentsIndex to Financial Statements

SOUTHERN COMPANY GAS AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


		For the Three Months Ended March 31,			For the Three Months Ended June 30,						For the Six Months Ended June 30,
			2021			2020			2021		2020		2021		2020
		(in millions)			(in millions)						(in millions)
Operating Revenues:	Operating Revenues:							Operating Revenues:
Natural gas revenues (includes revenue taxes of $54 and $47, respectively)			$	1,692		$	1,240
Natural gas revenues (includes revenue taxes of $23, $22, $77, and $69, respectively)								Natural gas revenues (includes revenue taxes of $23, $22, $77, and $69, respectively)	$	675	$	638	$	2,367	$	1,878
Alternative revenue programs	Alternative revenue programs		2			9		Alternative revenue programs	2		(2)		4		7

Total operating revenues	Total operating revenues		1,694			1,249		Total operating revenues	677		636		2,371		1,885
Operating Expenses:	Operating Expenses:							Operating Expenses:
Cost of natural gas	Cost of natural gas		583			439		Cost of natural gas	231		144		814		583

Other operations and maintenance	Other operations and maintenance		299			258		Other operations and maintenance	233		220		532		479
Depreciation and amortization	Depreciation and amortization		130			120		Depreciation and amortization	133		123		263		243
Taxes other than income taxes	Taxes other than income taxes		81			72		Taxes other than income taxes	49		47		130		118

Total operating expenses	Total operating expenses		1,093			889		Total operating expenses	646		534		1,739		1,423
Operating Income	Operating Income		601			360		Operating Income	31		102		632		462
Other Income and (Expense):	Other Income and (Expense):							Other Income and (Expense):
Earnings from equity method investments			41			43
Earnings (loss) from equity method investments								Earnings (loss) from equity method investments	(52)		30		(11)		72
Interest expense, net of amounts capitalized	Interest expense, net of amounts capitalized		(60)			(58)		Interest expense, net of amounts capitalized	(59)		(57)		(118)		(114)
Other income (expense), net	Other income (expense), net		(63)			9		Other income (expense), net	(14)		12		(78)		21
Total other income and (expense)	Total other income and (expense)		(82)			(6)		Total other income and (expense)	(125)		(15)		(207)		(21)
Earnings Before Income Taxes			519			354
Income taxes			121			79
Net Income			$	398		$	275
Earnings (Loss) Before Income Taxes								Earnings (Loss) Before Income Taxes	(94)		87		425		441
Income taxes (benefit)								Income taxes (benefit)	(29)		16		92		95
Net Income (Loss)								Net Income (Loss)	$	(65)	$	71	$	333	$	346

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

For the Three Months Ended March 31,
2021 2020
(in millions)
Net Income $ 398 $ 275
Other comprehensive income (loss):
Qualifying hedges:
Changes in fair value, net of tax of $0 and $(7), respectively 1 (20)
Reclassification adjustment for amounts included in net income,
net of tax of $1 and $2, respectively
3 5
Total other comprehensive income (loss) 4 (15)
Comprehensive Income $ 402 $ 260


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
	(in millions)				(in millions)
Net Income (Loss)	$	(65)	$	71	$	333	$	346
Other comprehensive income (loss):
Qualifying hedges:
Changes in fair value, net of tax of $3, $(1), $3, and $(8), respectively	8		(1)		9		(21)
Reclassification adjustment for amounts included in net income, net of tax of $0, $0, $1, and $2, respectively	0		1		3		6



Total other comprehensive income (loss)	8		0		12		(15)
Comprehensive Income (Loss)	$	(57)	$	71	$	345	$	331

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

3739

Table of Contents Index to Financial Statements

SOUTHERN COMPANY GAS AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


		For the Three Months Ended March 31,					For the Six Months Ended June 30,
		2021		2020			2021		2020
		(in millions)					(in millions)
Operating Activities:	Operating Activities:					Operating Activities:
Net income	Net income	$	398	$	275	Net income	$	333	$	346
Adjustments to reconcile net income to net cash provided from operating activities —	Adjustments to reconcile net income to net cash provided from operating activities —					Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization, total	Depreciation and amortization, total	130		120		Depreciation and amortization, total	263		243
Deferred income taxes	Deferred income taxes	160		22		Deferred income taxes	110		40

Mark-to-market adjustments	Mark-to-market adjustments	64		13		Mark-to-market adjustments	137		34

Impairment of PennEast Pipeline investment						Impairment of PennEast Pipeline investment	82		0

Natural gas cost under recovery – long-term	Natural gas cost under recovery – long-term	(185)		0		Natural gas cost under recovery – long-term	(119)		0
Other, net	Other, net	5		(19)		Other, net	15		11
Changes in certain current assets and liabilities —	Changes in certain current assets and liabilities —					Changes in certain current assets and liabilities —
-Receivables	-Receivables	74		112		-Receivables	262		344
-Natural gas for sale, net of temporary LIFO liquidation	-Natural gas for sale, net of temporary LIFO liquidation	456		246		-Natural gas for sale, net of temporary LIFO liquidation	375		182

-Prepaid income taxes						-Prepaid income taxes	(129)		14
-Natural gas cost under recovery	-Natural gas cost under recovery	(487)		0		-Natural gas cost under recovery	(485)		0
-Other current assets	-Other current assets	(34)		33		-Other current assets	7		(8)
-Accounts payable	-Accounts payable	(7)		(185)		-Accounts payable	(42)		(176)
-Accrued taxes		10		27

-Accrued compensation	-Accrued compensation	0		(42)		-Accrued compensation	17		(31)
-Other current liabilities	-Other current liabilities	(34)		41		-Other current liabilities	(104)		47
Net cash provided from operating activities	Net cash provided from operating activities	550		643		Net cash provided from operating activities	722		1,046
Investing Activities:	Investing Activities:					Investing Activities:
Property additions	Property additions	(251)		(261)		Property additions	(635)		(647)
Cost of removal, net of salvage	Cost of removal, net of salvage	(16)		(15)		Cost of removal, net of salvage	(44)		(31)
Change in construction payables, net		(47)		(18)

Investment in unconsolidated subsidiaries	Investment in unconsolidated subsidiaries	(1)		(77)		Investment in unconsolidated subsidiaries	(3)		(78)

Proceeds from dispositions	Proceeds from dispositions	0		178		Proceeds from dispositions	0		178
Other investing activities	Other investing activities	7		0		Other investing activities	14		8
Net cash used for investing activities	Net cash used for investing activities	(308)		(193)		Net cash used for investing activities	(668)		(570)
Financing Activities:	Financing Activities:					Financing Activities:
Decrease in notes payable, net		(127)		(39)
Increase (decrease) in notes payable, net						Increase (decrease) in notes payable, net	210		(321)

Proceeds — Short-term borrowings	Proceeds — Short-term borrowings	300		0		Proceeds — Short-term borrowings	300		0

Redemptions —						Redemptions —

Senior notes						Senior notes	(300)		0

Redemptions — Medium-term notes		(30)		0
Medium-term notes						Medium-term notes	(30)		0
Capital contributions from parent company	Capital contributions from parent company	39		0		Capital contributions from parent company	60		186
Payment of common stock dividends	Payment of common stock dividends	(132)		(133)		Payment of common stock dividends	(265)		(266)
Other financing activities		0		(13)
Net cash provided from (used for) financing activities		50		(185)

Net cash used for financing activities						Net cash used for financing activities	(25)		(401)
Net Change in Cash, Cash Equivalents, and Restricted Cash	Net Change in Cash, Cash Equivalents, and Restricted Cash	292		265		Net Change in Cash, Cash Equivalents, and Restricted Cash	29		75
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	19		49		Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	19		49
Cash, Cash Equivalents, and Restricted Cash at End of Period	Cash, Cash Equivalents, and Restricted Cash at End of Period	$	311	$	314	Cash, Cash Equivalents, and Restricted Cash at End of Period	$	48	$	124
Supplemental Cash Flow Information:	Supplemental Cash Flow Information:					Supplemental Cash Flow Information:
Cash paid (received) during the period for —	Cash paid (received) during the period for —					Cash paid (received) during the period for —
Interest (net of $2 capitalized for both 2021 and 2020)		$	52	$	49
Interest (net of $3 and $4 capitalized for 2021 and 2020, respectively)						Interest (net of $3 and $4 capitalized for 2021 and 2020, respectively)	$	127	$	119
Income taxes, net	Income taxes, net	(1)		(12)		Income taxes, net	100		(4)
Noncash transactions — Accrued property additions at end of period	Noncash transactions — Accrued property additions at end of period	95		104		Noncash transactions — Accrued property additions at end of period	137		123

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

3840

Table of Contents Index to Financial Statements

SOUTHERN COMPANY GAS AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


Assets	Assets	At March 31, 2021		At December 31, 2020		Assets	At June 30, 2021		At December 31, 2020
		(in millions)					(in millions)
Current Assets:	Current Assets:					Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	309	$	17	Cash and cash equivalents	$	37	$	17
Receivables —	Receivables —					Receivables —
Energy marketing	Energy marketing	412		516		Energy marketing	0		516
Customer accounts	Customer accounts	452		353		Customer accounts	283		353
Unbilled revenues	Unbilled revenues	161		219		Unbilled revenues	74		219

Affiliated	Affiliated	2		4		Affiliated	3		4
Other accounts and notes	Other accounts and notes	43		51		Other accounts and notes	31		51
Accumulated provision for uncollectible accounts	Accumulated provision for uncollectible accounts	(51)		(40)		Accumulated provision for uncollectible accounts	(45)		(40)

Natural gas for sale	Natural gas for sale	197		460		Natural gas for sale	178		460

Prepaid expenses	Prepaid expenses	97		48		Prepaid expenses	162		48
Assets from risk management activities, net of collateral	Assets from risk management activities, net of collateral	68		118		Assets from risk management activities, net of collateral	22		118
Natural gas cost under recovery	Natural gas cost under recovery	487		0		Natural gas cost under recovery	485		0

Assets held for sale						Assets held for sale	736		0
Other regulatory assets	Other regulatory assets	84		102		Other regulatory assets	97		102

Other current assets	Other current assets	39		38		Other current assets	40		38
Total current assets	Total current assets	2,300		1,886		Total current assets	2,103		1,886
Property, Plant, and Equipment:	Property, Plant, and Equipment:					Property, Plant, and Equipment:
In service	In service	17,866		17,611		In service	18,051		17,611
Less: Accumulated depreciation	Less: Accumulated depreciation	4,893		4,821		Less: Accumulated depreciation	4,942		4,821
Plant in service, net of depreciation	Plant in service, net of depreciation	12,973		12,790		Plant in service, net of depreciation	13,109		12,790
Construction work in progress	Construction work in progress	636		648		Construction work in progress	790		648
Total property, plant, and equipment	Total property, plant, and equipment	13,609		13,438		Total property, plant, and equipment	13,899		13,438
Other Property and Investments:	Other Property and Investments:					Other Property and Investments:
Goodwill	Goodwill	5,015		5,015		Goodwill	5,015		5,015
Equity investments in unconsolidated subsidiaries	Equity investments in unconsolidated subsidiaries	1,290		1,290		Equity investments in unconsolidated subsidiaries	1,189		1,290
Other intangible assets, net of amortization of $199 and $195, respectively		47		51
Other intangible assets, net of amortization of $138 and $195, respectively						Other intangible assets, net of amortization of $138 and $195, respectively	44		51
Miscellaneous property and investments	Miscellaneous property and investments	20		19		Miscellaneous property and investments	19		19
Total other property and investments	Total other property and investments	6,372		6,375		Total other property and investments	6,267		6,375
Deferred Charges and Other Assets:	Deferred Charges and Other Assets:					Deferred Charges and Other Assets:
Operating lease right-of-use assets, net of amortization	Operating lease right-of-use assets, net of amortization	80		81		Operating lease right-of-use assets, net of amortization	72		81

Other regulatory assets, deferred	Other regulatory assets, deferred	786		615		Other regulatory assets, deferred	697		615

Other deferred charges and assets	Other deferred charges and assets	230		235		Other deferred charges and assets	197		235
Total deferred charges and other assets	Total deferred charges and other assets	1,096		931		Total deferred charges and other assets	966		931
Total Assets	Total Assets	$	23,377	$	22,630	Total Assets	$	23,235	$	22,630

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

3941

Table of Contents Index to Financial Statements

SOUTHERN COMPANY GAS AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

Liabilities and Stockholder's Equity At March 31, 2021 At December 31, 2020
(in millions)
Current Liabilities:
Securities due within one year $ 302 $ 333
Notes payable 497 324
Energy marketing trade payables 475 494
Accounts payable —
Affiliated 49 56
Other 346 373
Customer deposits 76 90
Accrued taxes 94 83
Accrued interest 68 58
Accrued compensation 107 106
Other regulatory liabilities 92 122
Temporary LIFO liquidation 194 0
Other current liabilities 166 150
Total current liabilities 2,466 2,189
Long-term Debt 6,286 6,293
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 1,427 1,265
Deferred credits related to income taxes 839 847
Employee benefit obligations 273 283
Operating lease obligations 65 67
Other cost of removal obligations 1,668 1,649
Accrued environmental remediation 208 216
Other deferred credits and liabilities 51 54
Total deferred credits and other liabilities 4,531 4,381
Total Liabilities 13,283 12,863
Common Stockholder's Equity (See accompanying statements)
10,094 9,767
Total Liabilities and Stockholder's Equity $ 23,377 $ 22,630


Liabilities and Stockholder's Equity	At June 30, 2021		At December 31, 2020
	(in millions)
Current Liabilities:
Securities due within one year	$	48	$	333
Notes payable	834		324
Energy marketing trade payables	0		494
Accounts payable —
Affiliated	50		56
Other	311		373
Customer deposits	75		90


Accrued taxes	79		83
Accrued interest	55		58

Accrued compensation	105		106




Temporary LIFO liquidation	182		0
Liabilities held for sale	677		0
Other regulatory liabilities	39		122
Other current liabilities	125		150
Total current liabilities	2,580		2,189
Long-term Debt	6,234		6,293
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	1,413		1,265
Deferred credits related to income taxes	831		847

Employee benefit obligations	267		283


Operating lease obligations	59		67
Other cost of removal obligations	1,673		1,649
Accrued environmental remediation	208		216



Other deferred credits and liabilities	41		54
Total deferred credits and other liabilities	4,492		4,381
Total Liabilities	13,306		12,863







Common Stockholder's Equity (See accompanying statements)	9,929		9,767
Total Liabilities and Stockholder's Equity	$	23,235	$	22,630

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

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SOUTHERN COMPANY GAS AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (UNAUDITED)


		Paid-In Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Total			Paid-In Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Total
		(in millions)									(in millions)
Balance at December 31, 2019	Balance at December 31, 2019	$	9,697	$	(198)	$	7	$	9,506	Balance at December 31, 2019	$	9,697	$	(198)	$	7	$	9,506
Net income	Net income	—		275		—		275		Net income	—		275		—		275

Return of capital to parent company	Return of capital to parent company	(2)		—		—		(2)		Return of capital to parent company	(2)		—		—		(2)

Other comprehensive income (loss)	Other comprehensive income (loss)	—		—		(15)		(15)		Other comprehensive income (loss)	—		—		(15)		(15)
Cash dividends on common stock	Cash dividends on common stock	—		(133)		—		(133)		Cash dividends on common stock	—		(133)		—		(133)

Balance at March 31, 2020	Balance at March 31, 2020	$	9,695	$	(56)	$	(8)	$	9,631	Balance at March 31, 2020	9,695		(56)		(8)		9,631
Net income										Net income	—		71		—		71

Capital contributions from parent company										Capital contributions from parent company	200		—		—		200

Cash dividends on common stock										Cash dividends on common stock	—		(133)		—		(133)

Balance at June 30, 2020										Balance at June 30, 2020	$	9,895	$	(118)	$	(8)	$	9,769

Balance at December 31, 2020	Balance at December 31, 2020	$	9,930	$	(141)	$	(22)	$	9,767	Balance at December 31, 2020	$	9,930	$	(141)	$	(22)	$	9,767
Net income	Net income	—		398		—		398		Net income	—		398		—		398

Capital contributions from parent company	Capital contributions from parent company	57		—		—		57		Capital contributions from parent company	57		��		—		57
Other comprehensive income	Other comprehensive income	—		—		4		4		Other comprehensive income	—		—		4		4
Cash dividends on common stock	Cash dividends on common stock	—		(132)		—		(132)		Cash dividends on common stock	—		(132)		—		(132)

Balance at March 31, 2021	Balance at March 31, 2021	$	9,987	$	125	$	(18)	$	10,094	Balance at March 31, 2021	9,987		125		(18)		10,094
Net loss										Net loss	—		(65)		—		(65)

Capital contributions from parent company										Capital contributions from parent company	25		—		—		25
Other comprehensive income										Other comprehensive income	—		—		8		8
Cash dividends on common stock										Cash dividends on common stock	—		(133)		—		(133)

Balance at June 30, 2021										Balance at June 30, 2021	$	10,012	$	(73)	$	(10)	$	9,929

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

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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

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 footnote applies.


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

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(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 ~~as of~~at December 31, 2020 have been derived from the audited financial statements of each Registrant. In the opinion of each Registrant's management, the information regarding such Registrant furnished herein reflects all adjustments, which, except as otherwise disclosed, are of a normal recurring nature, necessary to present fairly the results of operations for the periods ended ~~March 31,~~June 30, 2021 and 2020. Certain information and footnote 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, including the impacts of the COVID-19 pandemic, operating results for the periods presented are not necessarily indicative of the operating results to be expected for the full year.

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

Goodwill and Other Intangible Assets

Goodwill at ~~March 31,~~June 30, 2021 and December 31, 2020 was as follows:


	Goodwill
	(in millions)
Southern Company	$	5,280
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 in the fourth quarter of the year and on an interim basis as events and changes in circumstances occur.

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(UNAUDITED)

Other intangible assets were as follows:


		At March 31, 2021						At December 31, 2020							At June 30, 2021						At December 31, 2020
		Gross Carrying Amount		Accumulated Amortization		Other Intangible Assets, Net		Gross Carrying Amount		Accumulated Amortization		Other Intangible Assets, Net			Gross Carrying Amount		Accumulated Amortization		Other Intangible Assets, Net		Gross Carrying Amount		Accumulated Amortization		Other Intangible Assets, Net
		(in millions)						(in millions)							(in millions)						(in millions)
Southern Company	Southern Company													Southern Company
Other intangible assets subject to amortization:	Other intangible assets subject to amortization:													Other intangible assets subject to amortization:
Customer relationships	Customer relationships	$	212	$	(139)	$	73	$	212	$	(135)	$	77	Customer relationships	$	212	$	(142)	$	70	$	212	$	(135)	$	77
Trade names	Trade names	64		(33)		31		64		(31)		33		Trade names	64		(35)		29		64		(31)		33
Storage and transportation contracts		64		(64)		0		64		(64)		0
Storage and transportation contracts(*)														Storage and transportation contracts(*)	0		0		0		64		(64)		0
PPA fair value adjustments	PPA fair value adjustments	390		(94)		296		390		(89)		301		PPA fair value adjustments	390		(99)		291		390		(89)		301
Other	Other	11		(9)		2		10		(9)		1		Other	11		(10)		1		10		(9)		1
Total other intangible assets subject to amortization	Total other intangible assets subject to amortization	$	741	$	(339)	$	402	$	740	$	(328)	$	412	Total other intangible assets subject to amortization	$	677	$	(286)	$	391	$	740	$	(328)	$	412
Other intangible assets not subject to amortization:	Other intangible assets not subject to amortization:													Other intangible assets not subject to amortization:
Federal Communications Commission licenses	Federal Communications Commission licenses	75		—		75		75		—		75		Federal Communications Commission licenses	75		—		75		75		—		75
Total other intangible assets	Total other intangible assets	$	816	$	(339)	$	477	$	815	$	(328)	$	487	Total other intangible assets	$	752	$	(286)	$	466	$	815	$	(328)	$	487

Southern Power	Southern Power													Southern Power
Other intangible assets subject to amortization:	Other intangible assets subject to amortization:													Other intangible assets subject to amortization:
PPA fair value adjustments	PPA fair value adjustments	$	390	$	(94)	$	296	$	390	$	(89)	$	301	PPA fair value adjustments	$	390	$	(99)	$	291	$	390	$	(89)	$	301

Southern Company Gas	Southern Company Gas													Southern Company Gas
Other intangible assets subject to amortization:	Other intangible assets subject to amortization:													Other intangible assets subject to amortization:
Gas marketing services	Gas marketing services													Gas marketing services
Customer relationships	Customer relationships	$	156	$	(122)	$	34	$	156	$	(119)	$	37	Customer relationships	$	156	$	(124)	$	32	$	156	$	(119)	$	37
Trade names	Trade names	26		(13)		13		26		(12)		14		Trade names	26		(14)		12		26		(12)		14
Wholesale gas services	Wholesale gas services													Wholesale gas services
Storage and transportation contracts		64		(64)		0		64		(64)		0
Storage and transportation contracts(*)														Storage and transportation contracts(*)	0		0		0		64		(64)		0
Total other intangible assets subject to amortization	Total other intangible assets subject to amortization	$	246	$	(199)	$	47	$	246	$	(195)	$	51	Total other intangible assets subject to amortization	$	182	$	(138)	$	44	$	246	$	(195)	$	51

(*)See Note (K) under "Southern Company Gas" for information regarding the sale of Sequent.

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(UNAUDITED)

Amortization associated with other intangible assets was as follows:


	~~Three Months Ended~~
	~~March 31, 2021~~
	~~(in millions)~~
~~Southern Company(a)~~	$	11
~~Southern Power(b)~~	5
~~Southern Company Gas(c)~~	4


	Three Months Ended		Six Months Ended
	June 30, 2021
	(in millions)
Southern Company(a)	$	10	$	21
Southern Power(b)	5		10
Southern Company Gas(c)	3		7

(a)Includes $5 million and $10 million for the three and six months ended June 30, 2021, respectively, recorded as a reduction to operating revenues.

(b)Recorded as a reduction to operating revenues.

(c)Relates to gas marketing services.

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 ~~Registrants that had restricted cash at March 31, 2021 and/or December 31, 2020:~~applicable Registrants:


		Southern Company					Southern Power		Southern Company Gas					Southern Company				Southern Power		Southern Company Gas
		March 31, 2021		December 31, 2020			March 31, 2021		March 31, 2021		December 31, 2020			June 30, 2021		December 31, 2020		June 30, 2021		June 30, 2021		December 31, 2020
		(in millions)					(in millions)		(in millions)					(in millions)				(in millions)		(in millions)
Cash and cash equivalents	Cash and cash equivalents	$	1,770	$	1,065		$	314	$	309	$	17	Cash and cash equivalents	$	1,582	$	1,065	$	165	$	37	$	17
Cash and cash equivalents classified as held for sale													Cash and cash equivalents classified as held for sale	8		0		0		8		0
Restricted cash(a):	Restricted cash(a):												Restricted cash(a):
Other current assets	Other current assets	2		2			0		2		2		Other current assets	2		2		0		2		2
Other deferred charges and assets	Other deferred charges and assets	29		0			29		0		0		Other deferred charges and assets	24		0		24		0		0
Total cash, cash equivalents, and restricted cash		$	1,801	$	1,068	(b)	$	343	$	311	$	19
Total cash, cash equivalents, and restricted cash(b)													Total cash, cash equivalents, and restricted cash(b)	$	1,617	$	1,068	$	189	$	48	$	19

(a)For Southern Company Gas, reflects restricted cash held as collateral for workers' compensation, life insurance, and long-term disability insurance. For Southern Power, reflects restricted cash held for construction payables.

(b)Total ~~does~~may not add due to rounding.

Natural Gas for Sale

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

Southern Company Gas recorded no material adjustments to natural gas inventories for either period presented. Nicor Gas' inventory decrement at ~~March 31,~~June 30, 2021 is expected to be restored prior to year end.

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(UNAUDITED)

(B) REGULATORY MATTERS

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

The recovery balances for certain retail regulatory clauses of the traditional electric operating companies and Southern Company Gas at ~~March 31,~~June 30, 2021 and December 31, 2020 were as follows:


Regulatory Clause	Regulatory Clause	Balance Sheet Line Item	March 31, 2021		December 31, 2020		Regulatory Clause	Balance Sheet Line Item	June 30, 2021		December 31, 2020
			(in millions)						(in millions)
Alabama Power	Alabama Power						Alabama Power
Rate CNP Compliance	Rate CNP Compliance	Other regulatory liabilities, current	$	33	$	28	Rate CNP Compliance	Other regulatory liabilities, current	$	1	$	28

Rate CNP PPA	Rate CNP PPA	Other regulatory assets, deferred	58		58		Rate CNP PPA	Other regulatory assets, deferred	64		58
Retail Energy Cost Recovery	Retail Energy Cost Recovery	Other regulatory liabilities, current	0		18		Retail Energy Cost Recovery	Other regulatory liabilities, current	0		18

		Other regulatory assets, deferred	15		0			Other regulatory assets, deferred	54		0

Natural Disaster Reserve	Natural Disaster Reserve	Other regulatory liabilities, deferred	52		77		Natural Disaster Reserve	Other regulatory liabilities, deferred	36		77
Georgia Power	Georgia Power						Georgia Power
Fuel Cost Recovery	Fuel Cost Recovery	Over recovered fuel clause revenues	$	83	$	113	Fuel Cost Recovery	Over recovered fuel clause revenues	$	0	$	113
								Other deferred charges and assets	21		0

Mississippi Power	Mississippi Power						Mississippi Power
Fuel Cost Recovery	Fuel Cost Recovery	Over recovered regulatory clause liabilities	$	18	$	24	Fuel Cost Recovery	Over recovered regulatory clause liabilities	$	9	$	24
Ad Valorem Tax	Ad Valorem Tax	Other regulatory assets, current	12		11		Ad Valorem Tax	Other regulatory assets, current	12		11
		Other regulatory assets, deferred	45		41			Other regulatory assets, deferred	45		41
Property Damage Reserve	Property Damage Reserve	Other regulatory liabilities, deferred	0		4		Property Damage Reserve	Other regulatory liabilities, deferred	0		4
		Other regulatory assets, deferred	1		0			Other regulatory assets, deferred	5		0
Southern Company Gas	Southern Company Gas						Southern Company Gas
Natural Gas Cost Recovery(*)	Natural Gas Cost Recovery(*)	Other regulatory liabilities	$	12	$	88	Natural Gas Cost Recovery(*)	Other regulatory liabilities	$	5	$	88
		Natural gas cost under recovery	487		0			Natural gas cost under recovery	485		0
		Other regulatory assets, deferred	185		0			Other regulatory assets, deferred	119		0

(*)The significant change during the ~~three~~six months ended ~~March 31,~~June 30, 2021 was primarily driven by an increase in the cost of gas purchased in February 2021 resulting from Winter Storm Uri.

Alabama Power

Certificate of Convenience and Necessity

Energy Alabama, Gasp, Inc., and the Sierra Club filed requests for reconsideration and rehearing with the Alabama PSC regarding the certificate of convenience and necessity (CCN) issued to Alabama Power in August 2020, which authorized, among other things, the construction of Plant Barry Unit 8 and the acquisition of the Central Alabama Generating Station. In December 2020, the Alabama PSC issued an order denying the requests. On January 7, 2021, Energy Alabama and Gasp, Inc. filed a judicial ~~appeals~~appeal regarding both the Alabama PSC's August 2020 CCN order and the December 2020 order denying reconsideration and rehearing. On ~~February 23, 2021, Alabama Power filed a motion to intervene in the appeal and, on~~ March 9, 2021, the Circuit Court of Montgomery County, Alabama granted a motion by Alabama Power to intervene in the ~~motion.~~appeal. At ~~March 31,~~June 30, 2021, expenditures associated with the construction of Plant Barry Unit 8 included in CWIP totaled approximately ~~$161~~$188 million. The ultimate outcome of this matter cannot be determined at this time.

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(UNAUDITED)

Plant Greene County

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

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~~(UNAUDITED)~~

On April 15, 2021, Mississippi Power filed its 2021 IRP with the Mississippi PSC, which includes a schedule to retire its 40% ownership interest in Plant Greene County Units 1 and 2 in December 2025 and 2026, respectively, consistent with each unit's remaining useful life. Mississippi Power's IRP is subject to a review period during which the Mississippi PSC may note any deficiencies which could require re-evaluation or resubmission of the IRP. If no deficiencies are noted, the Mississippi PSC's review will conclude on August 13, 2021.

The Plant Greene County unit retirements identified by Mississippi Power require the completion of transmission and system reliability improvements, as well as agreement by Alabama Power. Alabama Power will continue to monitor the status of Mississippi Power's IRP and associated regulatory processes, as well as the transmission and system reliability improvements. Currently, Alabama Power plans to retire Plant Greene County Units 1 and 2 at the dates indicated. The ultimate outcome of this matter cannot be determined at this time.

Rate NDR

Based on an order from the Alabama PSC, when Alabama Power's NDR balance falls below $50 million, a reserve establishment charge will be activated and the ongoing reserve maintenance charge will be concurrently suspended until the NDR balance reaches $75 million. At June 30, 2021, Alabama Power's NDR balance was $36 million. As a result, effective with October 2021 billings, the reserve maintenance charge component of Rate NDR will be suspended and the reserve establishment charge will be activated. Alabama Power expects to collect approximately $4 million in the fourth quarter 2021 and $16 million annually under Rate NDR until the NDR balance is restored to $75 million.

Georgia Power

Rate Plan

Effective January 1, 2021, Georgia Power reduced its amortization of costs associated with CCR AROs by approximately $90 million as approved by the Georgia PSC in conjunction with Georgia Power's annual compliance filings.

In February 2020, the Georgia PSC denied a motion for reconsideration filed by the Sierra Club regarding the Georgia PSC's decision in the 2019 ARP allowing Georgia Power to recover compliance costs for CCR AROs, and, in December 2020, the Superior Court of Fulton County affirmed the decision of the Georgia PSC. On January 5, 2021, the Sierra Club filed a notice of appeal with the Georgia Court of Appeals. The ultimate outcome of this matter cannot be determined at this time.

See Note 6 to the financial statements in Item 8 of the Form 10-K for additional information regarding Georgia Power's AROs.

Plant Vogtle Unit 3 and Common Facilities Rate Proceeding

On June 15, 2021, Georgia Power filed an application with the Georgia PSC to adjust retail base rates to include the portion of costs related to its investment in Plant Vogtle Unit 3 and common facilities shared between Plant Vogtle Units 3 and 4 (Common Facilities) previously deemed prudent by the Georgia PSC ($2.38 billion), as well as the related costs of operation.

The request includes an annual rate increase totaling approximately $370 million to be effective the month after Unit 3 is placed in service. Unit 3 is projected to be placed in service in the second quarter 2022. This increase will be partially offset by a decrease in the NCCR tariff of approximately $116 million expected to be effective January 1, 2022. In addition, an estimated $45 million of fuel cost savings related to Unit 3 is already incorporated in Georgia Power's current fuel cost recovery rates.

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(UNAUDITED)

Georgia Power also is requesting to defer some of its 2022 financing costs (approximately $42 million) relating to the remaining portion of the total Unit 3 and Common Facilities construction costs not being recovered through the NCCR tariff until Unit 4 costs are placed in retail base rates.

The Georgia PSC is scheduled to issue a final order in this proceeding on November 2, 2021. The ultimate outcome of this matter cannot be determined at this time. See "Nuclear Construction" herein for additional information on Plant Vogtle Units 3 and 4.

Deferral of Incremental COVID-19 Costs

In June 2021, Georgia Power performed a review of bad debt amounts deferred under the Georgia PSC-approved methodology, including consideration of actual amounts repaid by customers from arrears and installment plans after the disconnection moratorium period ended in July 2020. As a result of the review, Georgia Power reduced the balance of deferred incremental costs by approximately $20 million. At June 30, 2021, the incremental costs deferred totaled approximately $20 million, including approximately $2 million of incremental bad debt costs and $18 million of other incremental costs. The period over which these costs will be recovered is expected to be determined in Georgia Power's next base rate case. The ultimate outcome of this matter cannot be determined at this time.

Nuclear Construction

In 2009, the Georgia PSC certified construction of Plant Vogtle Units 3 and 4, in which Georgia Power holds a 45.7% ownership interest. In 2012, the NRC issued the related combined construction and operating licenses, which allowed full construction of the 2 AP1000 nuclear units (with electric generating capacity of approximately 1,100 MWs each) and related facilities to begin. Until March 2017, construction on Plant Vogtle Units 3 and 4 continued under the Vogtle 3 and 4 Agreement, which was a substantially fixed price agreement.

In connection with the EPC Contractor's bankruptcy filing in March 2017, Georgia Power, acting for itself and as agent for the other Vogtle Owners, entered into several transitional arrangements to allow construction to continue. In July 2017, Georgia Power, acting for itself and as agent for the other Vogtle Owners, entered into the Vogtle Services Agreement, whereby Westinghouse provides facility design and engineering services, procurement and technical support, and staff augmentation on a time and materials cost basis. The Vogtle Services Agreement provides that it will continue until the start-up and testing of Plant Vogtle Units 3 and 4 are complete and electricity is generated and sold from both units. The Vogtle Services Agreement is terminable by the Vogtle Owners upon 30 days' written notice.

In October 2017, Georgia Power, acting for itself and as agent for the other Vogtle Owners, executed the Bechtel Agreement, a cost reimbursable plus fee arrangement, whereby Bechtel is reimbursed for actual costs plus a base fee and an at-risk fee, which is subject to adjustment based on Bechtel's performance against cost and schedule targets. Each Vogtle Owner is severally (not jointly) liable for its proportionate share, based on its ownership interest, of all amounts owed to Bechtel under the Bechtel Agreement. The Vogtle Owners may terminate the Bechtel Agreement at any time for their convenience, provided that the Vogtle Owners will be required to pay amounts related to work performed prior to the termination (including the applicable portion of the base fee), certain termination-related costs, and, at certain stages of the work, the applicable portion of the at-risk fee. Bechtel may terminate the Bechtel Agreement under certain circumstances, including certain Vogtle Owner suspensions of work,

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~~NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)~~

~~(UNAUDITED)~~

certain breaches of the Bechtel Agreement by the Vogtle Owners, Vogtle Owner insolvency, and certain other events.

See Note 8 to the financial statements under "Long-term Debt – DOE Loan Guarantee Borrowings" in Item 8 of the Form 10-K for information on the Amended and Restated Loan Guarantee Agreement, including applicable covenants, events of default, mandatory prepayment events, and conditions to borrowing.

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(UNAUDITED)

Cost and Schedule

Georgia Power's approximate proportionate share of the remaining estimated capital cost to complete Plant Vogtle Units 3 and 4, ~~by December 2021~~including contingency, through June 2022 and ~~November 2022,~~March 2023, respectively, is as follows:


	(in millions)
Base project capital cost forecast(a)(b)	$	~~8,619~~9,096
Construction contingency estimate	~~136~~119

Total project capital cost forecast(a)(b)	~~8,755~~9,215
Net investment ~~as of March 31,~~at June 30, 2021(b)	~~(7,560)~~(7,856)
Remaining estimate to complete~~(a)~~	$	~~1,195~~1,359

(a) Includes approximately $570 million of costs that are not shared with the other Vogtle Owners. Excludes financing costs expected to be capitalized through AFUDC of approximately ~~$250~~$290 million, of which ~~$118~~$143 million had been accrued through ~~March 31,~~June 30, 2021.

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

Georgia Power estimates that its financing costs for construction of Plant Vogtle Units 3 and 4 will total approximately ~~$3.0~~$3.2 billion, of which $2.7 billion had been incurred through ~~March 31,~~June 30, 2021.

As part of its ongoing processes, Southern Nuclear continues to evaluate cost and schedule forecasts on a regular basis to incorporate current information available, particularly in the areas of engineering support, commodity installation, system turnovers and related test results, and workforce statistics. Southern Nuclear establishes aggressive target values for monthly construction production and system turnover ~~activities as part~~activities. Southern Nuclear's site work plans continue to reflect this approach in support of ~~a strategy that was designed to maintain margin to the regulatory-approved in-service dates of November 2021 for Unit~~safely completing Units 3 and ~~November 2022 for Unit 4.~~4, while achieving the required construction quality.

In mid-March 2020, Southern Nuclear began implementing policies and procedures designed to mitigate the risk of transmission of COVID-19 at the construction site, including worker distancing ~~measures,~~measures; isolating individuals who ~~have~~ tested positive for COVID-19, ~~are showing~~showed symptoms consistent with COVID-19, ~~are~~were being tested for COVID-19, or ~~have been~~were in close contact with such ~~persons,~~persons; requiring ~~self-quarantine,~~self-quarantine; and adopting additional precautionary measures. Since March 2020, the number of active cases at the site has fluctuated and impacted productivity levels and pace of activity completion. The site has experienced an overall decline in the number of active cases since a peak in January 2021. The lower productivity levels and slower pace of activity completion experienced since March 2020 contributed to a backlog to the aggressive site work plan established at the beginning of 2020. Georgia Power estimates the productivity impacts of the COVID-19 pandemic have consumed approximately three to four months of schedule margin previously embedded in the site work plan for Unit 3 and Unit 4. In addition, the project continued to face challenges including, but not limited to, higher than expected absenteeism; overall construction and subcontractor labor productivity; system turnover and testing activities; and electrical equipment and commodity installation. As a result of these factors, in January 2021, Southern Nuclear further extended certain milestone dates, including the start of hot functional testing and fuel load for Unit 3, from those established in October 2020.

Following the January 2021 milestone extensions, Southern Nuclear has been performing additional construction remediation work ~~primarily related to electrical commodity installations,~~ necessary to ensure quality and design standards are met as system turnovers are completed to support hot functional testing and fuel load for Unit 3. Hot functional testing ~~commenced~~for Unit 3 was completed in ~~late April~~July 2021. As a result of challenges including, but not limited to, construction productivity, construction remediation work, the pace of system turnovers, spent fuel pool repairs, and the timeframe and duration for hot functional and other testing, at the end of the second quarter 2021, ~~and~~Southern Nuclear further extended certain milestone dates, including the fuel load for Unit 3, from those established in January 2021. The site work plan currently targets fuel load for Unit 3 in the ~~third~~fourth quarter 2021 and an in-service date of ~~December 2021.~~March 2022. As the site work plan includes minimal margin to these milestone dates, ~~any delay could result in~~ an in-service date in the ~~first~~second quarter 2022 for Unit ~~3. Achievement of the~~3 is projected, although any further delays could result in a later in-service date.

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(UNAUDITED)

As the result of productivity challenges, at the end of the second quarter 2021, Southern Nuclear also further extended milestone dates for Unit 4 from those established in January ~~2021 for Unit 4, which are expected to support a regulatory-approved~~2021. The site work plan targets an in-service date of November 2022 and primarily depends on overall construction productivity and production levels significantly improving as well as appropriate levels of craft laborers, particularly ~~electrical~~electricians and ~~pipefitter craft labor,~~pipefitters, being added and maintained.

~~Considering~~ As the ~~factors above, during~~site work plan includes minimal margin to the milestone dates, an in-service date in the first quarter 2023 for Unit 4 is projected, although any further delays could result in a later in-service date.

As of March 31, 2021, approximately $84 million of the construction contingency established in the fourth quarter 2020 was assigned to the base capital cost forecast for costs primarily associated with the schedule extension for Unit 3 to December 2021, construction productivity, support resources, and construction remediation work. Georgia Power increased its total capital cost forecast as of March 31, 2021 by adding $48 million to the remaining construction contingency. Considering the factors above, during the second quarter 2021, all of the remaining construction contingency previously established and an additional $341 million was assigned to the base capital cost forecast for costs primarily associated with the schedule extensions for Units 3 and 4 described above, construction remediation work for Unit 3, and construction productivity and support resources for Units 3 and 4. Georgia Power also increased its total capital cost forecast as of June 30, 2021 by adding $119 million to replenish construction contingency.

After considering the significant level of uncertainty that exists regarding the future recoverability of these costs since the ultimate outcome of these matters is subject to the outcome of future assessments by management, as well as Georgia PSC decisions in future regulatory proceedings, Georgia Power recorded a pre-tax ~~charge~~charges to income in the first quarter 2021 and the second quarter 2021 of $48 million ($36 million after tax) and $460 million ($343 million after tax), respectively, for the ~~increase~~increases in the total project capital cost ~~forecast as of March 31, 2021.~~forecast. As and when these amounts are spent, Georgia Power may request the Georgia PSC to evaluate those expenditures for rate recovery.

In addition, the continuing effects of the COVID-19 pandemic could further disrupt or delay construction and testing activities at Plant Vogtle Units 3 and 4. Georgia Power's proportionate share of the estimated incremental cost associated with COVID-19 mitigation actions and impacts on construction productivity is currently estimated to be between ~~$150~~$160 million and ~~$190~~$200 million and is included in the total project capital cost forecast. ~~Estimated costs associated with near-term COVID-19 mitigation actions and related impacts on construction productivity are also included in the total project capital cost forecast described above.~~

As construction, including subcontract work, continues and testing and system turnover activities increase, ongoing or future challenges with management of contractors and vendors; subcontractor performance; supervision of craft labor and related productivity, particularly in the installation of electrical, mechanical, and instrumentation and controls commodities, ability to attract and retain craft labor, and/or related cost escalation; procurement, fabrication, delivery, assembly, installation, system turnover, and the initial testing and start-up, including any required engineering changes or any remediation related thereto, of plant systems, structures, or components (some of which are based on new technology that only within the last few years began initial operation in the global nuclear industry at this scale), including the spent fuel pools, any of which may require additional labor and/or materials; or other issues could continue or arise and change the projected schedule and estimated cost.

There have been technical and procedural challenges to the construction and licensing of Plant Vogtle Units 3 and 4 at the federal and state level and additional challenges may arise. Processes are in place that are designed to ~~assure~~ensure compliance with the requirements specified in the Westinghouse Design Control Document and the combined construction and operating licenses, including inspections by Southern Nuclear and the NRC that occur throughout construction. In connection with the additional construction remediation work described above, Southern Nuclear reviewed the project's construction quality programs and, where needed, is implementing improvement plans consistent with these processes. In June 2021, the NRC began a special inspection to review the root cause of this additional construction remediation work and the corresponding corrective action plans. Findings resulting from ~~such~~this or other inspections could require additional remediation and/or further NRC oversight. In addition, certain license amendment requests have been filed and approved or are pending before the NRC. On March 15, 2021, the NRC ~~issued an appealable order denying~~denied the Blue Ridge Environmental Defense League's (BREDL) December 2020 motion to reopen proceedings on BREDL's petition challenging a requested license amendment, ~~request. The staff of~~which has been issued by the NRC ~~has issued the requested amendment.~~staff.

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In September 2020, Southern Nuclear notified the NRC of its intent to load fuel for Unit 3 in 2021. Various design and other licensing-based compliance matters, including the timely submittal by Southern Nuclear of the ITAAC documentation for each unit and the related reviews and approvals by the NRC necessary to support NRC authorization to load fuel, have arisen or may arise, which may result in additional license amendments or require other resolution. If any license amendment requests or other licensing-based compliance issues, including inspections and ITAACs, are not resolved in a timely manner, there may be delays in the project schedule that could result in increased costs.

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The ultimate outcome of these matters cannot be determined at this time. However, any extension of the in-service date beyond ~~December 2021~~the second quarter 2022 for Unit 3 or ~~November 2022~~the first quarter 2023 for Unit 4 is currently estimated to result in additional base capital costs for Georgia Power of approximately $25 million per month for Unit 3 and approximately $15 million per month for Unit 4, as well as the related AFUDC. While Georgia Power is not precluded from seeking recovery of any future capital cost forecast increase, management will ultimately determine whether or not to seek recovery. Any further changes to the capital cost forecast that are not expected to be recoverable through regulated rates will be required to be charged to income and such charges could be material.

Joint Owner Contracts

In November 2017, the Vogtle Owners entered into an amendment to their joint ownership agreements for Plant Vogtle Units 3 and 4 to provide for, among other conditions, additional Vogtle Owner approval requirements. Effective in August 2018, the Vogtle Owners further amended the joint ownership agreements to clarify and provide procedures for certain provisions of the joint ownership agreements related to adverse events that require the vote of the holders of at least 90% of the ownership interests in Plant Vogtle Units 3 and 4 to continue construction (as amended, and together with the November 2017 amendment, the Vogtle Joint Ownership Agreements). The Vogtle Joint Ownership Agreements also confirm that the Vogtle Owners' sole recourse against Georgia Power or Southern Nuclear for any action or inaction in connection with their performance as agent for the Vogtle Owners is limited to removal of Georgia Power and/or Southern Nuclear as agent, except in cases of willful misconduct.

As a result of an increase in the total project capital cost forecast and Georgia Power's decision not to seek rate recovery of the increase in the base capital costs in conjunction with the nineteenth VCM report in 2018, the holders of at least 90% of the ownership interests in Plant Vogtle Units 3 and 4 were required to vote to continue construction. In September 2018, the Vogtle Owners unanimously voted to continue construction of Plant Vogtle Units 3 and 4.

Amendments to the Vogtle Joint Ownership Agreements

In connection with the vote to continue construction, Georgia Power entered into (i) a binding term sheet (Vogtle Owner Term Sheet) with the other Vogtle Owners and MEAG Power's wholly-owned subsidiaries MEAG Power SPVJ, LLC (MEAG SPVJ), MEAG Power SPVM, LLC (MEAG SPVM), and MEAG Power SPVP, LLC (MEAG SPVP) to take certain actions which partially mitigate potential financial exposure for the other Vogtle Owners, including additional amendments to the Vogtle Joint Ownership Agreements and the purchase of PTCs from the other Vogtle Owners at pre-established prices, and (ii) a term sheet (MEAG Term Sheet) with MEAG Power and MEAG SPVJ to provide up to $300 million of funding with respect to MEAG SPVJ's ownership interest in Plant Vogtle Units 3 and 4 under certain circumstances. In January 2019, Georgia Power, MEAG Power, and MEAG SPVJ entered into an agreement to implement the provisions of the MEAG Term Sheet. In February 2019, Georgia Power, the other Vogtle Owners, and MEAG Power's wholly-owned subsidiaries MEAG SPVJ, MEAG SPVM, and MEAG SPVP entered into certain amendments to the Vogtle Joint Ownership Agreements to implement the provisions of the Vogtle Owner Term Sheet (Global Amendments).

As previously disclosed, pursuant to the Global Amendments: (i) each Vogtle Owner must pay its proportionate share of qualifying construction costs for Plant Vogtle Units 3 and 4 based on its ownership percentage up to the estimated cost at completion (EAC) for Plant Vogtle Units 3 and 4 which formed the basis of Georgia Power's forecast of $8.4 billion in the nineteenth VCM plus $800 million; (ii) Georgia Power will be responsible for 55.7% of actual qualifying construction costs between $800 million and $1.6 billion over the EAC in the nineteenth VCM ~~(resulting~~

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(resulting in $80 million of potential additional costs to Georgia Power), with the remaining Vogtle Owners responsible for 44.3% of such costs pro rata in accordance with their respective ownership interests; and (iii) Georgia Power will be responsible for 65.7% of qualifying construction costs between $1.6 billion and $2.1 billion over the EAC in the nineteenth VCM (resulting in a further $100 million of potential additional costs to Georgia Power), with the remaining Vogtle Owners responsible for 34.3% of such costs pro rata in accordance with their respective ownership interests. If the EAC is revised and exceeds the EAC in the nineteenth VCM by more than $2.1 billion, each of the other Vogtle Owners will have a one-time option at the time the project budget forecast is

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so revised to tender a portion of its ownership interest to Georgia Power in exchange for Georgia Power's agreement to pay 100% of such Vogtle Owner's remaining share of total construction costs in excess of the EAC in the nineteenth VCM plus $2.1 billion.

In addition, pursuant to the Global Amendments, the holders of at least 90% of the ownership interests in Plant Vogtle Units 3 and 4 must vote to continue construction if certain adverse events occur, including, among other events: (i) the bankruptcy of Toshiba; (ii) the termination or rejection in bankruptcy of certain agreements, including the Vogtle Services Agreement, the Bechtel Agreement, or the agency agreement with Southern Nuclear; (iii) Georgia Power's public announcement of its intention not to submit for rate recovery any portion of its investment in Plant Vogtle Units 3 and 4 or the Georgia PSC determines that any of Georgia Power's costs relating to the construction of Plant Vogtle Units 3 and 4 will not be recovered in retail rates, excluding any additional amounts paid by Georgia Power on behalf of the other Vogtle Owners pursuant to the Global Amendments described above and the first 6% of costs during any six-month VCM reporting period that are disallowed by the Georgia PSC for recovery, or for which Georgia Power elects not to seek cost recovery, through retail rates; and (iv) an incremental extension of one year or more over the most recently approved schedule.

The ultimate outcome of these matters cannot be determined at this time.

Regulatory Matters

In 2009, the Georgia PSC voted to certify construction of Plant Vogtle Units 3 and 4 with a certified capital cost of $4.418 billion. In addition, in 2009 the Georgia PSC approved inclusion of the Plant Vogtle Units 3 and 4 related CWIP accounts in rate base, and the State of Georgia enacted the Georgia Nuclear Energy Financing Act, which allows Georgia Power to recover financing costs for Plant Vogtle Units 3 and 4. Financing costs are recovered on all applicable certified costs through annual adjustments to the NCCR tariff up to the certified capital cost of $4.418 billion. At ~~March 31,~~June 30, 2021, Georgia Power had recovered approximately $2.6 billion of financing costs. Financing costs related to capital costs above $4.418 billion are being recognized through AFUDC and are expected to be recovered through retail rates over the life of Plant Vogtle Units 3 and 4; however, Georgia Power will not record AFUDC related to any capital costs in excess of the total deemed reasonable by the Georgia PSC (currently $7.3 billion) and not requested for rate recovery. In November 2020, the Georgia PSC approved Georgia Power's request to decrease the NCCR tariff by $142 million annually, effective January 1, 2021.

Georgia Power is required to file semi-annual VCM reports with the Georgia PSC by February 28 and August 31 of each year. In 2013, in connection with the eighth VCM report, the Georgia PSC approved a stipulation between Georgia Power and the staff of the Georgia PSC to waive the requirement to amend the Plant Vogtle Units 3 and 4 certificate in accordance with the 2009 certification order until the completion of Plant Vogtle Unit 3, or earlier if deemed appropriate by the Georgia PSC and Georgia Power.

In 2016, the Georgia PSC voted to approve a settlement agreement (Vogtle Cost Settlement Agreement) resolving certain prudency matters in connection with the fifteenth VCM report. In December 2017, the Georgia PSC voted to approve (and issued its related order on January 11, 2018) Georgia Power's seventeenth VCM report and modified the Vogtle Cost Settlement Agreement. The Vogtle Cost Settlement Agreement, as modified by the January 11, 2018 order, resolved the following regulatory matters related to Plant Vogtle Units 3 and 4: (i) none of the $3.3 billion of costs incurred through December 31, 2015 and reflected in the fourteenth VCM report should be disallowed from rate base on the basis of imprudence; (ii) the Contractor Settlement Agreement was reasonable and prudent and none of the $0.3 billion paid pursuant to the Contractor Settlement Agreement should be disallowed from rate base on the basis of imprudence; (iii) (a) capital costs incurred up to $5.68 billion would be presumed to

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be reasonable and prudent with the burden of proof on any party challenging such costs, (b) Georgia Power would have the burden to show that any capital costs above $5.68 billion were prudent, and (c) a revised capital cost forecast of $7.3 billion (after reflecting the impact of payments received under the Guarantee Settlement Agreement and related customer refunds) was found reasonable; (iv) construction of Plant Vogtle Units 3 and 4 should be completed, with Southern Nuclear serving as project manager and Bechtel as primary contractor; (v) approved and deemed reasonable Georgia Power's revised schedule placing Plant Vogtle Units 3 and 4 in service in November 2021 and November 2022, respectively; (vi) confirmed that the revised cost forecast does not represent a cost cap

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and that a prudence ~~decisions~~proceeding on cost recovery will ~~be made at a later date,~~occur following Unit 4 fuel load, consistent with applicable Georgia law; (vii) reduced the ROE used to calculate the NCCR tariff (a) from 10.95% (the ROE rate setting point authorized by the Georgia PSC in the 2013 alternate rate plan) to 10.00% effective January 1, 2016, (b) from 10.00% to 8.30%, effective January 1, 2020, and (c) from 8.30% to 5.30%, effective January 1, 2021 (provided that the ROE in no case will be less than Georgia Power's average cost of long-term debt); (viii) reduced the ROE used for AFUDC equity for Plant Vogtle Units 3 and 4 from 10.00% to Georgia Power's average cost of long-term debt, effective January 1, 2018; and (ix) agreed that upon Unit 3 reaching commercial operation, retail base rates would be adjusted to include the costs related to Unit 3 and common facilities deemed prudent in the Vogtle Cost Settlement Agreement. The January 11, 2018 order also stated that if Plant Vogtle Units 3 and 4 are not commercially operational by June 1, 2021 and June 1, 2022, respectively, the ROE used to calculate the NCCR tariff will be further reduced by 10 basis points each month (but not lower than Georgia Power's average cost of long-term debt) until the respective Unit is commercially operational. The ROE reductions negatively impacted earnings by approximately $150 million in 2020 and are estimated to have negative earnings impacts of approximately ~~$265~~$270 million, $270 million, and ~~$200~~$90 million in 2021, 2022, and ~~2022,~~2023, respectively. In its January 11, 2018 order, the Georgia PSC also stated if other conditions change and assumptions upon which Georgia Power's seventeenth VCM report are based do not materialize, the Georgia PSC reserved the right to reconsider the decision to continue construction.

The Georgia PSC has approved 23 VCM reports covering periods through June 30, 2020 and is scheduled to vote on the twenty-fourth VCM report in August 2021, including total construction capital costs incurred through ~~that date~~December 31, 2020 of ~~$8.1~~$8.7 billion (before $1.7 billion of payments received under the Guarantee Settlement Agreement and approximately $188 million in related customer refunds). ~~The Georgia PSC's order approving the twenty-third VCM report also instructed~~On July 28, 2021, Georgia Power and the staff of the Georgia PSC reached a stipulated agreement providing for approval of the twenty-fourth VCM report as well as a change to ~~develop a mutually-agreeable recommendation~~future VCM proceedings. Beginning with its twenty-fifth VCM report, which Georgia Power expects to file with the Georgia PSC by August 31, 2021, Georgia Power will continue to report to the Georgia PSC all costs incurred during the period for review and will include a request for approval of costs up to the $7.3 billion determined to be reasonable in the Georgia PSC's seventeenth VCM order. Under the stipulation, Georgia Power will not seek verification or approval of costs above $7.3 billion prior to the Georgia PSC's prudence review contemplated by the ~~end of March 2021 regarding~~seventeenth VCM order. The twenty-fifth VCM report will reflect the ~~procedure for and the timing, form, and substance of the rate adjustment filing related to the~~revised capital cost forecast discussed above. See "Plant Vogtle Unit 3 and ~~common facility costs. On March 31, 2021, the staff~~Common Facilities Rate Proceeding" herein for information on Georgia Power's request to adjust retail base rates to include a portion of ~~the Georgia PSC, on behalf of itself~~costs related to its investment in Plant Vogtle Unit 3 and Georgia Power, requested an extension through April 30, 2021. Georgia Power filed its twenty-fourth VCM report with the Georgia PSC on February 18, 2021, covering the period from July 1, 2020 through December 31, 2020, requesting approval of $670 million of construction capital costs incurred during that period.Common Facilities.

The ultimate outcome of these matters cannot be determined at this time.

Mississippi Power

Performance Evaluation Plan

On ~~March 15,~~June 8, 2021, the Mississippi ~~Power submitted its~~PSC approved Mississippi Power's annual retail PEP filing for 2021, ~~to the Mississippi PSC, which requested a 1.8%, or approximately $16 million,~~resulting in an annual increase in revenues ~~primarily due to increased investment and amortization and lower sales. In accordance with the PEP rate schedule, the rate increase~~of approximately $16 million, or 1.8%, which became effective with the first billing cycle of April 2021 ~~subject to refund. The ultimate outcome of this matter cannot be determined at this time.~~in accordance with the PEP rate schedule.

Integrated Resource Plan

In December 2020, the Mississippi PSC issued an order in the Reserve Margin Plan docket requiring Mississippi Power to incorporate into its 2021 IRP a schedule reflecting the retirement of 950 MWs of fossil-steam generation

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by year-end 2027 to reduce Mississippi Power's excess reserve margin. On April 15, 2021, Mississippi Power filed its 2021 IRP with the Mississippi PSC. The filing includes a schedule to retire Plant Watson Unit 4 (268 MWs) and Mississippi Power's 40% ownership interest in Plant Greene County Units 1 and 2 (103 MWs each) in December 2023, 2025, and 2026, respectively, consistent with each unit's remaining useful life in the most recent approved depreciation studies. In addition, the schedule reflects the early retirement of Mississippi Power's 50% undivided ownership interest in Plant Daniel Units 1 and 2 (502 MWs) by the end of 2027. The Plant Greene County unit retirements require the completion by Alabama Power of transmission and system reliability improvements, as well as agreement by Alabama Power.

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The remaining net book value of Plant Daniel Units 1 and 2 was ~~approximately $531~~approximately $522 million at ~~March 31,~~June 30, 2021. 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 the December 2020 order. The Plant Watson and Greene County units are expected to be fully depreciated upon retirement.

The 2021 IRP is subject to a review period during which the Mississippi PSC may note any deficiencies which could require re-evaluation or resubmission of the IRP. If no deficiencies are noted, the Mississippi PSC's review will conclude on August 13, 2021.

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

Environmental Compliance Overview Plan

On June 8, 2021, the Mississippi PSC approved Mississippi Power's ECO Plan filing for 2021, resulting in an annual decrease in revenues of approximately $9 million, primarily due to a change in the amortization periods of certain regulatory assets and liabilities. The rate decrease became effective with the first billing cycle of July 2021.

Ad Valorem Tax Adjustment

On April 6, 2021, the Mississippi PSC approved Mississippi Power's annual ad valorem tax adjustment filing for 2021, which requested an annual increase in revenues of approximately $28 million, including approximately $19 million of ad valorem taxes previously recovered through PEP in accordance with the Mississippi Power Rate Case Settlement Agreement. The rate increase became effective with the first billing cycle of May 2021.

Southern Company Gas

Infrastructure Replacement Programs and Capital Projects

Capital expenditures incurred under specific infrastructure replacement programs during the first ~~three~~six months of 2021 were as follows:


Utility	Program	~~Three~~Six Months Ended ~~March 31,~~ June 30, 2021
		(in millions)
Nicor Gas	Investing in Illinois	$	45179
Virginia Natural Gas	Steps to Advance Virginia's Energy	922
Total		$	54201

Atlanta Gas Light

On April 28, 2021, Atlanta Gas Light filed its first Integrated Capacity and Delivery Plan (i-CDP) with the Georgia PSC, which includes a series of ongoing and proposed pipeline safety, reliability, and growth programs for the next 10 years (2022 through 2031), as well as the required capital investments and related costs to implement the programs. The i-CDP reflects capital investments totaling approximately $0.5 billion to $0.6 billion annually.

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Recovery of the related revenue requirements will be included in either subsequent annual GRAM filings or the new System Reinforcement Rider for authorized large pressure improvement and system reliability projects. The ~~i-CDP~~Georgia PSC is ~~subject~~scheduled to ~~a five-month review period, which may be extended.~~vote on this matter in November 2021. The ultimate outcome of this matter cannot be determined at this time.

Virginia Natural Gas

On April 6, 2021, the Virginia ~~State Corporation~~ Commission approved a motion filed by Virginia Natural Gas to withdraw the application for its 9.5-mile interconnect project due to a change in the capacity needs of one of the project's customers. No further action is necessary and this matter is now concluded.

Rate Proceedings

Virginia Natural Gas

~~Table~~On May 10, 2021, Virginia Natural Gas, the Virginia Commission staff, and other intervenors entered into a stipulation agreement related to Virginia Natural Gas' June 2020 general rate case filing, which allows for a $43 million increase in annual base rate revenues, including $14 million related to the recovery of ~~ContentsIndex~~investments under the SAVE program, based on a ROE of 9.5% and an equity ratio of 51.9%. On July 8, 2021, the hearing examiner issued a report recommending adoption of the stipulation agreement. The Virginia Commission is expected to ~~Financial Statements~~rule on this matter by September 2021. Interim rate adjustments became effective as of November 1, 2020, subject to refund, based on Virginia Natural Gas' original request for an increase of approximately $50 million. The ultimate outcome of this matter cannot be determined at this time.

Atlanta Gas Light

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On July 21, 2021, Atlanta Gas Light filed its annual GRAM filing with the Georgia PSC. The filing requests an annual base rate increase of $49 million based on the projected 12-month period beginning January 1, 2022. The proposed rate increase may be updated pending the resolution of Atlanta Gas Light's i-CDP filing. Resolution of the GRAM filing is expected by December 31, 2021, with the new rates to become effective January 1, 2022. The ultimate outcome of this matter cannot be determined at this time. See "Infrastructure Replacement Programs and Capital Projects – Atlanta Gas Light" herein for additional information.

Deferral of Incremental COVID-19 Costs

Nicor Gas

On March 18, 2021, the Illinois Commission approved a phased-in schedule for disconnections related to non-payment. Nicor Gas began certain disconnections in late April 2021 and ~~will resume~~resumed normal disconnections in June 2021. Nicor Gas will continue certain flexible credit and collection ~~procedures until mid-2021.~~procedures through the third quarter 2021.

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 believe the pending legal challenges discussed below have no merit; however, the ultimate outcome of these matters cannot be determined at this time.

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Southern Company

In February 2017, Jean Vineyard and Judy Mesirov each filed a shareholder derivative lawsuit in the U.S. District Court for the Northern District of Georgia. Each of these lawsuits names as defendants Southern Company, certain of its directors, certain of its current and former officers, and certain former Mississippi Power officers. In 2017, these 2 shareholder derivative lawsuits were consolidated in the U.S. District Court for the Northern District of Georgia. The complaints allege that the defendants caused Southern Company to make false or misleading statements regarding the Kemper County energy facility cost and schedule. Further, the complaints allege that the defendants were unjustly enriched and caused the waste of corporate assets and also allege that the individual defendants violated their fiduciary duties.

In May 2017, Helen E. Piper Survivor's Trust filed a shareholder derivative lawsuit in the Superior Court of Gwinnett County, Georgia that names as defendants Southern Company, certain of its directors, certain of its current and former officers, and certain former Mississippi Power officers. The complaint alleges that the individual defendants, among other things, breached their fiduciary duties in connection with schedule delays and cost overruns associated with the construction of the Kemper County energy facility. The complaint further alleges that the individual defendants authorized or failed to correct false and misleading statements regarding the Kemper County energy facility schedule and cost and failed to implement necessary internal controls to prevent harm to Southern Company. In August 2019, the court granted a motion filed by the plaintiff in July 2019 to substitute a new named plaintiff, Martin J. Kobuck, in place of Helen E. Piper Survivor's Trust.

The plaintiffs in each of these cases seek to recover, on behalf of Southern Company, unspecified actual damages and, on each plaintiff's own behalf, attorneys' fees and costs in bringing the lawsuit. The plaintiffs also seek certain changes to Southern Company's corporate governance and internal processes. In 2018, the court in each case entered an order staying each lawsuit until 30 days after the settlement of a securities class action filed in January 2017 against Southern Company, certain of its current and former officers, and certain former Mississippi Power officers. In September 2020, the plaintiffs in each case filed a status report noting the settlement of the securities class action and informing the court that the parties had scheduled mediation, which occurred in November 2020. The parties in each case did not reach settlement but continue to explore possible resolution. Each case is stayed while the parties discuss potential resolution.

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Georgia Power

In 2011, plaintiffs filed a putative class action against Georgia Power in the Superior Court of Fulton County, Georgia alleging that Georgia Power's collection in rates of amounts for municipal franchise fees (which fees are paid to municipalities) exceeded the amounts allowed in orders of the Georgia PSC and alleging certain state law claims. This case has been ruled upon and appealed numerous times over the last several years. In one recent appeal, the Georgia Supreme Court remanded the case and noted that the trial court could refer the matter to the Georgia PSC to interpret its tariffs. Following a motion by Georgia Power, in February 2019, the Superior Court of Fulton County ordered the parties to submit petitions to the Georgia PSC for a declaratory ruling and also conditionally certified the proposed class. In March 2019, Georgia Power and the plaintiffs filed petitions with the Georgia PSC seeking confirmation of the proper application of the municipal franchise fee schedule pursuant to the Georgia PSC's orders. Also in March 2019, Georgia Power appealed the class certification decision to the Georgia Court of Appeals. In October 2019, the Georgia PSC issued an order that found Georgia Power has appropriately implemented the municipal franchise fee schedule. In March 2020, the Georgia Court of Appeals vacated the Superior Court of Fulton County's February 2019 order granting conditional class certification and remanded the case to the Superior Court of Fulton County for further proceedings. In September 2020, the plaintiffs and Georgia Power each filed motions for summary judgment and the plaintiffs renewed their motion for class certification. On March 16, 2021, the Superior Court of Fulton County granted class certification and Georgia Power's motion for summary judgment. On March 22, 2021, the plaintiffs filed a notice of appeal, and, on April 2, 2021, Georgia Power filed a notice of cross appeal on the issue of class certification. The amount of any possible losses cannot be estimated at this time because, among other factors, it is unknown whether any losses would be subject to recovery from any municipalities.

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In July 2020, a group of individual plaintiffs filed a complaint in the Superior Court of Fulton County, Georgia against Georgia Power alleging that releases from Plant Scherer have impacted groundwater, surface water, 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 September 2020, Georgia Power filed a motion to dismiss. The amount of any possible losses 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 3 then-serving members of the Mississippi PSC in the U.S. District Court for the Southern District of Mississippi. 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 IGCC prior to placing the Kemper IGCC 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. 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. In response to Mississippi Power and the Mississippi PSC each filing a motion to dismiss, the plaintiffs filed an amended complaint in March 2019. The amended complaint included 4 additional plaintiffs and additional claims for gross negligence, reckless conduct, and intentional wrongdoing. Mississippi Power and the Mississippi PSC each filed a motion to dismiss the amended complaint, which occurred in May 2020 and March 2020, respectively. Also 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 court denied each of the plaintiffs' pending motions and entered final judgment in favor of Mississippi Power. On January 22, 2021, the court denied further motions by the plaintiffs to vacate the judgment and to file a revised second

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amended complaint. On February 19, 2021, the plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the Fifth Circuit. An adverse outcome in this proceeding could have a material impact on Mississippi Power's financial statements.

See Note 3 to the financial statements under "Other Matters – Mississippi Power – Kemper County Energy Facility" in Item 8 of the Form 10-K 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 ~~$16 million and~~ $15 million at ~~March 31,~~both June 30, 2021 and December 31, ~~2020, respectively.~~2020. 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.

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Southern Company Gas' environmental remediation liability was ~~$240~~$247 million and $245 million ~~as of March 31,~~at June 30, 2021 and December 31, 2020, respectively, based on the estimated cost of environmental investigation and remediation associated with known former manufactured gas plant operating sites.

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

Other Matters

Southern Company Gas

PennEast Pipeline Project

Work continues with state and federal agencies to obtain the required permits to begin construction of the PennEast Pipeline. ~~Expected project costs for~~ On June 29, 2021, the U.S. Supreme Court ruled in favor of PennEast Pipeline regarding its federal eminent domain authority over lands in which a state has property rights interests.

Southern Company Gas ~~total approximately $300~~tests its equity method investments for impairment whenever events or changes in circumstances indicate that the investment may be impaired. Following the U.S. Supreme Court ruling, during the second quarter 2021, Southern Company Gas management reassessed the project construction timing, including the anticipated timing for receipt of the FERC certificate and all remaining state and local permits for both Phase 1 (the construction of 68 miles of pipe entirely within Pennsylvania) and Phase 2 (the construction of the remaining 50 miles in Pennsylvania and New Jersey), as well as potential challenges thereto, and performed an impairment analysis. The outcome of the analysis resulted in a pre-tax impairment charge of $82 million ~~excluding financing costs.~~($58 million after tax). The ultimate outcome of the PennEast Pipeline construction project cannot be determined at this time; however, any work delays, whether caused by judicial or regulatory action, abnormal weather, or other conditions, may result in additional cost or schedule modifications or, ultimately, in project cancellation, any of which could result in impairment of Southern Company Gas' investment ($93 million at March 31, 2021) and could have a significant impact on Southern Company's financial statements and a material impact on Southern Company Gas' financial statements.time. See Note (E) under "Southern Company Gas" for additional information.

SNG

As a 50% equity investor in SNG, Southern Company Gas is required to make additional capital contributions as necessary pursuant to the terms of its operating agreement with SNG. ~~SNG has $300 million of debt maturing in June 2021 that it anticipates refinancing prior to its maturity. If SNG is unable to refinance or otherwise satisfy this debt obligation,~~ Southern Company Gas ~~has~~previously committed to fund up to $150 million as a contingent capital ~~contribution.~~contribution if SNG was unable to refinance or otherwise satisfy $300 million of debt maturing in June 2021. On April 29, 2021, SNG successfully refinanced the debt obligation. See Note (E) under "Southern Company Gas" for additional information.

~~Table of ContentsIndex to Financial Statements~~

~~NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)~~

~~(UNAUDITED)~~

(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. See Note 1 to the financial statements under "Revenues" in Item 8 of the Form 10-K for additional information on the revenue policies of the Registrants. See "Lease Income" herein and Note (J) for additional information on revenue accounted for under lease and derivative accounting guidance, respectively.

~~The following table disaggregates revenue from contracts with customers for the three months ended March 31, 2021 and 2020:~~

Southern Company Alabama Power Georgia Power Mississippi Power Southern Power Southern Company Gas
(in millions)
Three Months Ended March 31, 2021
Operating revenues
Retail electric revenues
Residential $ 1,468 $ 628 $ 776 $ 64 $ 0 $ 0
Commercial 1,117 372 686 59 0 0
Industrial 668 320 284 64 0 0
Other 24 5 17 2 0 0
Total retail electric revenues 3,277 1,325 1,763 189 0 0
Natural gas distribution revenues
Residential 614 0 0 0 0 614
Commercial 170 0 0 0 0 170
Transportation 288 0 0 0 0 288
Industrial 16 0 0 0 0 16
Other 97 0 0 0 0 97
Total natural gas distribution revenues 1,185 0 0 0 0 1,185
Wholesale electric revenues
PPA energy revenues 212 43 13 4 156 0
PPA capacity revenues 119 29 13 3 75 —
Non-PPA revenues 67 32 9 88 61 0
Total wholesale electric revenues 398 104 35 95 292 0
Other natural gas revenues
Wholesale gas services 1,590 0 0 0 0 1,590
Gas marketing services 194 0 0 0 0 194
Other natural gas revenues 7 0 0 0 0 7
Total natural gas revenues 1,791 0 0 0 0 1,791
Other revenues 249 46 113 8 4 0
Total revenue from contracts with customers 6,900 1,475 1,911 292 296 2,976
Other revenue sources(a)
1,306 84 59 15 144 1,014
Other adjustments(b)
(2,296) 0 0 0 0 (2,296)
Total operating revenues $ 5,910 $ 1,559 $ 1,970 $ 307 $ 440 $ 1,694

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Southern Company Alabama Power Georgia Power Mississippi Power Southern Power Southern Company Gas
(in millions)
Three Months Ended March 31, 2020
Operating revenues
Retail electric revenues
Residential $ 1,370 $ 553 $ 760 $ 57 $ 0 $ 0
Commercial 1,146 364 720 62 0 0
Industrial 680 321 281 78 0 0
Other 23 5 16 2 0 0
Total retail electric revenues 3,219 1,243 1,777 199 0 0
Natural gas distribution revenues
Residential 496 0 0 0 0 496
Commercial 130 0 0 0 0 130
Transportation 264 0 0 0 0 264
Industrial 12 0 0 0 0 12
Other 97 0 0 0 0 97
Total natural gas distribution revenues 999 0 0 0 0 999
Wholesale electric revenues
PPA energy revenues 159 27 9 2 125 0
PPA capacity revenues 105 27 12 1 66 0
Non-PPA revenues 51 19 2 69 58 0
Total wholesale electric revenues 315 73 23 72 249 0
Other natural gas revenues
Wholesale gas services 396 0 0 0 0 396
Gas marketing services 163 0 0 0 0 163
Other natural gas revenues 7 0 0 0 0 7
Total natural gas revenues 566 0 0 0 0 566
Other revenues 192 37 95 5 3 0
Total revenue from contracts with customers 5,291 1,353 1,895 276 252 1,565
Other revenue sources(a)
868 (2) (70) 1 123 825
Other adjustments(b)
(1,141) 0 0 0 0 (1,141)
Total operating revenues $ 5,018 $ 1,351 $ 1,825 $ 277 $ 375 $ 1,249
The following table disaggregates revenue from contracts with customers for the three and six months ended June 30, 2021 and 2020:


	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Three Months Ended June 30, 2021
Operating revenues
Retail electric revenues
Residential	$	1,469	$	553	$	852	$	64	$	0	$	0
Commercial	1,176		386		724		66		0		0
Industrial	728		334		321		73		0		0
Other	23		4		17		2		0		0
Total retail electric revenues	3,396		1,277		1,914		205		0		0
Natural gas distribution revenues
Residential	311		0		0		0		0		311
Commercial	73		0		0		0		0		73
Transportation	247		0		0		0		0		247
Industrial	8		0		0		0		0		8
Other	59		0		0		0		0		59
Total natural gas distribution revenues	698		0		0		0		0		698
Wholesale electric revenues
PPA energy revenues	209		38		16		2		158		0
PPA capacity revenues	118		29		14		1		75		0
Non-PPA revenues	55		25		3		75		78		0
Total wholesale electric revenues	382		92		33		78		311		0
Other natural gas revenues

Wholesale gas services	578		0		0		0		0		578
Gas marketing services	63		0		0		0		0		63
Other natural gas revenues	10		0		0		0		0		10
Total natural gas revenues	651		0		0		0		0		651
Other revenues	295		52		137		7		5		0
Total revenue from contracts with customers	5,422		1,421		2,084		290		316		1,349
Other revenue sources(a)	1,179		135		141		13		174		731
Other adjustments(b)	(1,403)		0		0		0		0		(1,403)
Total operating revenues	$	5,198	$	1,556	$	2,225	$	303	$	490	$	677

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)


	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Six Months Ended June 30, 2021
Operating revenues
Retail electric revenues
Residential	$	2,936	$	1,181	$	1,627	$	128	$	0	$	0
Commercial	2,294		758		1,410		126		0		0
Industrial	1,397		654		606		137		0		0
Other	47		9		34		4		0		0
Total retail electric revenues	6,674		2,602		3,677		395		0		0
Natural gas distribution revenues
Residential	925		0		0		0		0		925
Commercial	243		0		0		0		0		243
Transportation	536		0		0		0		0		536
Industrial	24		0		0		0		0		24
Other	155		0		0		0		0		155
Total natural gas distribution revenues	1,883		0		0		0		0		1,883
Wholesale electric revenues
PPA energy revenues	422		81		30		7		313		0
PPA capacity revenues	237		58		27		4		150		0
Non-PPA revenues	119		57		12		162		139		0
Total wholesale electric revenues	778		196		69		173		602		0
Other natural gas revenues

Wholesale gas services	2,168		0		0		0		0		2,168
Gas marketing services	257		0		0		0		0		257
Other natural gas revenues	17		0		0		0		0		17
Total natural gas revenues	2,442		0		0		0		0		2,442
Other revenues	542		97		249		14		9		0
Total revenue from contracts with customers	12,319		2,895		3,995		582		611		4,325
Other revenue sources(a)	2,488		220		200		28		319		1,745
Other adjustments(b)	(3,699)		0		0		0		0		(3,699)
Total operating revenues	$	11,108	$	3,115	$	4,195	$	610	$	930	$	2,371

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)


	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Three Months Ended June 30, 2020
Operating revenues
Retail electric revenues
Residential	$	1,430	$	549	$	817	$	64	$	0	$	0
Commercial	1,103		353		689		61		0		0
Industrial	642		302		273		67		0		0
Other	23		6		15		2		0		0
Total retail electric revenues	3,198		1,210		1,794		194		0		0
Natural gas distribution revenues
Residential	239		0		0		0		0		239
Commercial	58		0		0		0		0		58
Transportation	234		0		0		0		0		234
Industrial	5		0		0		0		0		5
Other	49		0		0		0		0		49
Total natural gas distribution revenues	585		0		0		0		0		585
Wholesale electric revenues
PPA energy revenues	167		28		7		2		134		0
PPA capacity revenues	108		25		13		1		71		0
Non-PPA revenues	50		5		2		73		59		0
Total wholesale electric revenues	325		58		22		76		264		0
Other natural gas revenues

Wholesale gas services	341		0		0		0		0		341
Gas marketing services	57		0		0		0		0		57
Other natural gas revenues	8		0		0		0		0		8
Total natural gas revenues	406		0		0		0		0		406
Other revenues	251		44		119		6		4		0
Total revenue from contracts with customers	4,765		1,312		1,935		276		268		991
Other revenue sources(a)	728		53		(7)		7		171		518
Other adjustments(b)	(873)		0		0		0		0		(873)
Total operating revenues	$	4,620	$	1,365	$	1,928	$	283	$	439	$	636

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)


	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Six Months Ended June 30, 2020
Operating revenues
Retail electric revenues
Residential	$	2,801	$	1,103	$	1,577	$	121	$	0	$	0
Commercial	2,247		717		1,409		121		0		0
Industrial	1,323		623		555		145		0		0
Other	46		11		31		4		0		0
Total retail electric revenues	6,417		2,454		3,572		391		0		0
Natural gas distribution revenues
Residential	736		0		0		0		0		736
Commercial	188		0		0		0		0		188
Transportation	499		0		0		0		0		499
Industrial	17		0		0		0		0		17
Other	144		0		0		0		0		144
Total natural gas distribution revenues	1,584		0		0		0		0		1,584
Wholesale electric revenues
PPA energy revenues	326		55		15		4		259		0
PPA capacity revenues	213		52		25		2		136		0
Non-PPA revenues	100		24		4		142		117		0
Total wholesale electric revenues	639		131		44		148		512		0
Other natural gas revenues

Wholesale gas services	737		0		0		0		0		737
Gas marketing services	220		0		0		0		0		220
Other natural gas revenues	15		0		0		0		0		15
Total natural gas revenues	972		0		0		0		0		972
Other revenues	441		78		214		13		7		0
Total revenue from contracts with customers	10,053		2,663		3,830		552		519		2,556
Other revenue sources(a)	1,599		53		(76)		7		295		1,343
Other adjustments(b)	(2,014)		0		0		0		0		(2,014)
Total operating revenues	$	9,638	$	2,716	$	3,754	$	559	$	814	$	1,885

(a)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 that meet other scope exceptions for revenues from contracts with customers at the traditional electric operating companies.

(b)Other adjustments relate to the cost of Southern Company Gas' energy and risk management activities. Wholesale gas services revenues are presented net of the related costs of those activities on the statement of income. See ~~Note~~Notes (K) and (L) under "Southern Company Gas" for ~~additional~~ information on the sale of Sequent and components of wholesale gas services' operating ~~revenues.~~revenues, respectively.

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(UNAUDITED)

Contract Balances

The following table reflects the closing balances of receivables, contract assets, and contract liabilities related to revenues from contracts with customers at ~~March 31,~~June 30, 2021 and December 31, 2020:

Southern Company Alabama Power Georgia Power Mississippi Power Southern Power Southern Company Gas
(in millions)
Accounts Receivable
As of March 31, 2021 $ 2,375 $ 567 $ 679 $ 87 $ 85 $ 778
As of December 31, 2020 2,614 632 806 77 112 788
Contract Assets
As of March 31, 2021 $ 106 $ 1 $ 47 $ 0 $ 0 $ 0
As of December 31, 2020 158 2 71 0 0 0
Contract Liabilities
As of March 31, 2021 $ 75 $ 4 $ 34 $ 1 $ 1 $ 1
As of December 31, 2020 61 6 27 1 1 1


	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Accounts Receivable
At June 30, 2021	$	2,271	$	633	$	887	$	85	$	129	$	368
At December 31, 2020	2,614		632		806		77		112		788
Contract Assets
At June 30, 2021	$	98	$	0	$	36	$	0	$	1	$	0
At December 31, 2020	158		2		71		0		0		0
Contract Liabilities
At June 30, 2021	$	67	$	5	$	37	$	1	$	1	$	0
At December 31, 2020	61		6		27		1		1		1

~~As of March 31,~~At June 30, 2021 and December 31, 2020, Georgia Power had contract assets primarily related to unregulated service agreements, where payment is contingent on project completion, ~~and~~as well as, at December 31, 2020, contract assets related to fixed retail customer 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. Contract liabilities for Georgia Power relate to cash collections recognized in advance of revenue for ~~certain~~ unregulated ~~service agreements. Alabama Power had contract liabilities for outstanding performance obligations primarily related to pole attachment and extended~~ service agreements. Southern Company's unregulated distributed generation business had ~~$55~~$60 million and $81 million of contract assets and ~~$34~~$24 million and $27 million of contract liabilities at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively, for outstanding performance obligations.

Revenues recognized by Southern Company in the three and six months ended ~~March 31,~~June 30, 2021, which were included in contract liabilities at December 31, 2020, were $12 million and $21 million, respectively, and immaterial for all other Registrants.

Remaining Performance Obligations

The traditional electric operating companies and Southern Power have long-term contracts with customers in which revenues are recognized as performance obligations are satisfied over the contract term. These contracts primarily relate to PPAs whereby the traditional electric operating companies and Southern Power provide electricity and generation capacity 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. Southern Company's unregulated distributed generation business also has partially satisfied performance obligations related to certain fixed price contracts. Revenues from contracts with customers related to these performance obligations remaining at ~~March 31,~~June 30, 2021 are expected to be recognized as follows:

2021 (remaining) 2022 2023 2024 2025 Thereafter
(in millions)
Southern Company $ 485 $ 408 $ 340 $ 327 $ 307 $ 2,666
Alabama Power 24 31 24 7 5 0
Georgia Power 57 51 36 24 21 41
Southern Power 213 287 280 296 280 2,644

~~Revenue expected to be recognized for performance obligations remaining at March 31, 2021 w~~as ~~immaterial~~ ~~for Mississippi Power and Southern Company Gas.~~


	2021 (remaining)		2022		2023		2024		2025		Thereafter
	(in millions)
Southern Company	$	354	$	464	$	343	$	327	$	307	$	2,667
Alabama Power	23		31		24		7		5		0
Georgia Power	41		58		39		23		21		41

Southern Power	165		323		281		297		281		2,644

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(UNAUDITED)

Revenue expected to be recognized for performance obligations remaining at June 30, 2021 was immaterial for Mississippi Power and Southern Company Gas.

Lease Income

Lease income for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 is as follows:


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

For the Three Months Ended March 31, 2021
For the Three Months Ended June 30, 2021														For the Three Months Ended June 30, 2021
Lease income - interest income on sales-type leases	Lease income - interest income on sales-type leases	$	3	$	0	$	0	$	3	$	0	$	0	Lease income - interest income on sales-type leases	$	4	$	0	$	0	$	4	$	0	$	0
Lease income - operating leases	Lease income - operating leases	55		21		10		0		21		9		Lease income - operating leases	56		21		10		0		21		9
Variable lease income	Variable lease income	84		0		0		0		90		0		Variable lease income	128		(1)		0		0		138		0
Total lease income	Total lease income	$	142	$	21	$	10	$	3	$	111	$	9	Total lease income	$	188	$	20	$	10	$	4	$	159	$	9

For the Three Months Ended March 31, 2020
For the Six Months Ended June 30, 2021														For the Six Months Ended June 30, 2021
Lease income - interest income on sales-type leases	Lease income - interest income on sales-type leases	$	3	$	0	$	0	$	3	$	0	$	0	Lease income - interest income on sales-type leases	$	7	$	0	$	0	$	7	$	0	$	0
Lease income - operating leases	Lease income - operating leases	51		6		16		0		24		9		Lease income - operating leases	112		41		21		1		42		17
Variable lease income	Variable lease income	74		0		0		0		80		0		Variable lease income	212		0		0		0		228		0
Total lease income	Total lease income	$	128	$	6	$	16	$	3	$	104	$	9	Total lease income	$	331	$	41	$	21	$	8	$	270	$	17

For the Three Months Ended June 30, 2020														For the Three Months Ended June 30, 2020
Lease income - interest income on sales-type leases														Lease income - interest income on sales-type leases	$	3	$	0	$	0	$	3	$	0	$	0
Lease income - operating leases														Lease income - operating leases	47		6		15		0		21		9
Variable lease income														Variable lease income	126		0		0		0		136		0
Total lease income														Total lease income	$	176	$	6	$	15	$	3	$	157	$	9

For the Six Months Ended June 30, 2020														For the Six Months Ended June 30, 2020
Lease income - interest income on sales-type leases														Lease income - interest income on sales-type leases	$	6	$	0	$	0	$	5	$	0	$	0
Lease income - operating leases														Lease income - operating leases	97		13		30		0		45		17
Variable lease income														Variable lease income	200		0		0		0		215		0
Total lease income														Total lease income	$	303	$	13	$	30	$	5	$	260	$	17

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

Lease Receivables

Mississippi Power completed construction of additional leased assets under an existing sales-type lease during the second quarter 2021. Upon completion of construction, the book value of $35 million was transferred from CWIP to lease receivables and is primarily included in other property and investments at June 30, 2021. The transfer represents a noncash investing transaction for purposes of the statements of cash flows.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

(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 Power

Variable Interest Entities

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

SP Solar and SP Wind

At ~~March 31,~~June 30, 2021 and December 31, 2020, SP Solar had total assets of $6.2 billion and $6.1 billion, respectively, total liabilities of ~~$377~~$382 million and $387 million, respectively, and noncontrolling interests of $1.1 billion. Cash distributions from SP Solar are allocated 67% to Southern Power and 33% to Global Atlantic in accordance with their partnership interest percentage. Under the terms of the limited partnership agreement, distributions without limited partner consent are limited to available cash and SP Solar is obligated to distribute all such available cash to its partners each quarter. Available cash includes all cash generated in the quarter subject to the maintenance of appropriate operating reserves.

At ~~March 31,~~June 30, 2021 and December 31, 2020, SP Wind had total assets of $2.3 billion and $2.4 billion, respectively, total liabilities of ~~$171~~$140 million and $138 million, respectively, and noncontrolling interests of $42 million and $43 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 3 financial investors in accordance with the limited liability agreement.

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~~NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)~~

~~(UNAUDITED)~~

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

Other Variable Interest Entities

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

At ~~March 31,~~June 30, 2021 and December 31, 2020, the other VIEs had total assets of $1.9 billion and $1.1 billion, respectively, total liabilities of ~~$260~~$249 million and $110 million, respectively, and noncontrolling interests of ~~$926~~$913 million and $454 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.

Equity Method Investments

At ~~March 31,~~June 30, 2021 and December 31, 2020, Southern Power had equity method investments in wind and battery storage projects totaling $84 million and $19 million, respectively.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Southern Company Gas

Equity Method Investments

The carrying amounts of Southern Company Gas' equity method investments ~~as of March 31,~~at June 30, 2021 and December 31, 2020 and related ~~income~~earnings (loss) from those investments for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 were as follows:


Investment Balance	Investment Balance	March 31, 2021		December 31, 2020		Investment Balance	June 30, 2021		December 31, 2020
		(in millions)					(in millions)
SNG	SNG	$	1,164	$	1,167	SNG	$	1,143	$	1,167
PennEast Pipeline(*)	PennEast Pipeline(*)	93		91		PennEast Pipeline(*)	13		91
Other	Other	33		32		Other	33		32
Total	Total	$	1,290	$	1,290	Total	$	1,189	$	1,290

(*)Investment balance at June 30, 2021 reflects a pre-tax impairment charge of $82 million ($58 million after tax) recorded in the second quarter 2021. See Note (C) under "Other Matters – Southern Company Gas" for additional information.


Earnings from Equity Method Investments		Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
							Three Months Ended June 30,				Six Months Ended June 30,
Earnings (Loss) from Equity Method Investments						Earnings (Loss) from Equity Method Investments	2021		2020		2021		2020
		(in millions)					(in millions)
SNG	SNG	$	38	$	37	SNG	$	28	$	28	$	66	$	65

PennEast Pipeline~~(a)~~(b)	PennEast Pipeline~~(a)~~(b)	2		2		PennEast Pipeline~~(a)~~(b)	(81)		1		(79)		3
Other~~(b)~~(c)	Other~~(b)~~(c)	1		4		Other~~(b)~~(c)	1		1		2		4
Total	Total	$	41	$	43	Total	$	(52)	$	30	$	(11)	$	72

(a)Earnings primarily result from AFUDC equity recorded by the project entity.

(b)Includes a pre-tax impairment charge of $82 million ($58 million after tax) for the three and six months ended June 30, 2021. See Note (C) under "Other Matters – Southern Company Gas" for additional information.

(c)On March 24, 2020, Southern Company Gas completed the sale of its interests in Atlantic Coast Pipeline and Pivotal LNG. See Note 15 to the financial statements under "Southern Company Gas" in Item 8 of the Form 10-K for additional information.

6168

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(UNAUDITED)

(F) FINANCING

Bank Credit Arrangements

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

At ~~March 31,~~June 30, 2021, committed credit arrangements with banks were as follows:


		Expires													Expires
Company	Company	2021		2022		2023		2024		Total		Unused				Due within One Year		Company	2021		2022		2023		2024		2026		Total		Unused		Due within One Year
		(in millions)												(in millions)
Southern Company parent	Southern Company parent	$	0	$	0	$	0	$	2,000	$	2,000	$	1,999			$	0	Southern Company parent	$	0	$	0	$	0	$	0	$	2,000	$	2,000	$	1,999	$	0
Alabama Power	Alabama Power	3		525		0		800		1,328		1,328				3		Alabama Power	3		525		0		0		700		1,228		1,228		3
Georgia Power	Georgia Power	0		0		0		1,750		1,750		1,728				0		Georgia Power	0		0		0		0		1,750		1,750		1,728		0
Mississippi Power	Mississippi Power	0		150		125		0		275		250				0		Mississippi Power	0		0		125		150		0		275		250		0
Southern Power(a)	Southern Power(a)	0		0		0		600		600		568				0		Southern Power(a)	0		0		0		0		600		600		568		0
Southern Company Gas(b)	Southern Company Gas(b)	0		0		0		1,750		1,750		1,745				0		Southern Company Gas(b)	0		250		0		0		1,500		1,750		1,747		250
SEGCO	SEGCO	30		0		0		0		30		30				30		SEGCO	0		30		0		0		0		30		30		30
Southern Company	Southern Company	$	33	$	675	$	125	$	6,900	$	7,733	$	7,648			$	33	Southern Company	$	3	$	805	$	125	$	150	$	6,550	$	7,633	$	7,550	$	283

(a)Does not include Southern Power Company's $75 million and $60 million continuing letter of credit facilities for standby letters of credit expiring in 2023, of which ~~$12~~$23 million and $1 million, respectively, was unused at ~~March 31,~~June 30, 2021. Southern Power's subsidiaries are not parties to its bank credit arrangements or letter of credit facilities.

(b)Southern Company Gas, as the parent entity, guarantees the obligations of Southern Company Gas Capital, which is the borrower of ~~$1.05 billion~~$800 million of ~~this arrangement.~~the arrangement expiring in 2026 and all $250 million of the arrangement expiring in 2022. Southern Company Gas' committed credit arrangement expiring in 2026 also includes $700 million for which Nicor Gas is the borrower and which is restricted for working capital needs of Nicor Gas. Pursuant to ~~this~~the multi-year credit arrangement expiring in 2026, the allocations between Southern Company Gas Capital and Nicor Gas may be adjusted.

As reflected in the table above, in May 2021, Southern Company, Alabama Power, Georgia Power, and Southern Power each amended and restated certain of its multi-year credit arrangements, which, among other things, extended the maturity dates from 2024 to 2026. Alabama Power also decreased the borrowing capacity under its credit arrangement now maturing in 2026 from $800 million to $700 million. Also in May 2021, Southern Company Gas Capital, along with Nicor Gas, amended and restated their multi-year credit arrangement to extend the maturity date from 2024 to 2026 and decrease the aggregate borrowing capacity from $1.75 billion to $1.5 billion. In addition, Southern Company Gas Capital entered into a new $250 million credit arrangement, which is guaranteed by Southern Company Gas, that matures in 2022. In June 2021, Mississippi Power amended and restated certain of its multi-year credit arrangements aggregating $150 million, which, among other things, extended the maturity dates from 2022 to 2024.

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 or, in the case of Southern Power, cross-default provisions to other indebtedness (including guarantee obligations) that are restricted only to the indebtedness of the individual company. Such cross-default provisions to other indebtedness would trigger an event of default if Southern Power defaulted on indebtedness or guarantee obligations over a specified threshold. Such cross-acceleration provisions to other indebtedness would trigger an event of default if the applicable borrower defaulted on indebtedness, the payment of which was then accelerated. At ~~March 31,~~June 30, 2021, the Registrants, Nicor Gas, and

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

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 the revenue bonds of the traditional electric operating companies and the commercial paper programs of the Registrants, Nicor Gas, and ~~Nicor Gas.~~SEGCO. The amount of variable rate revenue bonds of the traditional electric operating companies outstanding requiring liquidity support at ~~March 31,~~June 30, 2021 was approximately $1.4 billion (comprised of approximately $854 million at Alabama Power, $550 million at Georgia Power, and $34 million at Mississippi Power). In addition, at ~~March 31,~~June 30, 2021, Georgia Power and Mississippi Power had approximately ~~$174~~$105 million and $50 million, respectively, of fixed rate revenue bonds outstanding that are required to be remarketed within the next 12 months.

~~Table of ContentsIndex to Financial Statements~~

~~NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)~~

~~(UNAUDITED)~~

Earnings per Share

For Southern Company, the only differences in computing basic and diluted earnings per share are attributable to awards outstanding under stock-based compensation plans and the equity units issued in 2019. Earnings per share dilution resulting from stock-based compensation plans and the equity units issuance is determined using the treasury stock method. See Note 8 to the financial statements under "Equity Units" in Item 8 of the Form 10-K for information on the equity units and Note 12 to the financial statements in Item 8 of the Form 10-K for information on stock-based compensation plans. Shares used to compute diluted earnings per share were as follows:


					Three Months Ended June 30,		Six Months Ended June 30,
		Three Months Ended March 31, 2021	Three Months Ended March 31, 2020		2021	2020	2021	2020
		(in millions)			(in millions)
As reported shares	As reported shares	1,060	1,057	As reported shares	1,061	1,058	1,060	1,057
Effect of stock-based compensation	Effect of stock-based compensation	6	7	Effect of stock-based compensation	6	5	6	7
Effect of equity units	Effect of equity units	0	3	Effect of equity units	0	0	0	1
Diluted shares	Diluted shares	1,066	1,067	Diluted shares	1,067	1,063	1,066	1,065

AnFor all periods presented, an immaterial number of stock-based compensation awards was not included in the diluted earnings per share calculation because the awards were anti-dilutive ~~for the three months ended March 31, 2021 and 2020.~~

(G) INCOME TAXES

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

Current and Deferred Income Taxes

Tax Credit and Net Operating Loss Carryforwards

Southern Company had federal ITC and PTC carryforwards (primarily related to Southern Power) totaling $1.3 billion at June 30, 2021 compared to $1.4 billion at December 31, 2020.

The federal ITC and PTC carryforwards begin expiring in 2034 and 2032, respectively, but are expected to be fully utilized by 2024. The utilization of each Registrant's estimated tax credit and state net operating loss carryforwards and related valuation allowances could be impacted by numerous factors, including the acquisition of additional renewable projects, the purchase of rights to additional PTCs of Plant Vogtle Units 3 and 4 pursuant to certain joint ownership agreements, ~~potential impacts of the COVID-19 pandemic,~~ changes in taxable income projections, and potential income tax rate changes. See Note (B) and Note 2 to the financial statements in Item 8 of the Form 10-K under "Georgia Power – Nuclear Construction" for additional information on Plant Vogtle Units 3 and 4.

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(UNAUDITED)

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 primarily at Southern Power.

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

~~Mississippi~~Georgia Power

~~Mississippi~~Georgia Power's effective tax benefit rate was ~~8.4%~~(6.9)% for the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to ~~16.2%~~an effective tax rate of 4.0% for the corresponding period in 2020. The effective tax rate decrease was primarily due to ~~an increase~~higher charges to earnings in 2021 associated with the ~~flowback~~construction of ~~excess deferred income taxes beginning in April 2020 as authorized in the Mississippi Power Rate Case Settlement Agreement.~~Plant Vogtle Units 3 and 4. See Note ~~2 to the financial statements~~(B) under ~~"Mississippi~~"Georgia Power – ~~2019 Base Rate Case" in Item 8 of the Form 10-K~~Nuclear Construction" for additional information.

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~~NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)~~

~~(UNAUDITED)~~

Southern Power

Southern Power's effective tax benefit rate was ~~(17.3)~~(12.8)% for the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to an effective tax rate of ~~13.5%~~10.5% for the corresponding period in 2020. The effective tax rate decrease was primarily due to changes in state apportionment methodology resulting from tax legislation enacted by the State of Alabama in February 2021, as well as the tax impact from the sale of Plant Mankato in January 2020. See Note 15 to the financial statements under "Southern Power" in Item 8 of the Form 10-K for additional information.

(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). NaN mandatory contributions to the qualified pension plan are anticipated for the year ending December 31, 2021. The Southern Company system also provides certain non-qualified defined benefits for a select group of management and highly compensated employees, which are funded on a cash basis. In addition, the Southern Company system provides certain medical care and life insurance benefits for retired employees through other postretirement benefit plans. The traditional electric operating companies fund other postretirement trusts to the extent required by their respective regulatory commissions. Southern Company Gas has a separate unfunded supplemental retirement health care plan that provides medical care and life insurance benefits to employees of discontinued businesses.

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

On each Registrant's condensed statements of income, the service cost component of net periodic benefit costs is included in other operations and maintenance expenses and all other components of net periodic benefit costs are included in other income (expense), net. Components of the net periodic benefit costs for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 are presented in the following tables.

Three Months Ended
March 31, 2021 Southern
Company Alabama
Power Georgia
Power Mississippi
Power Southern Power Southern Company Gas
(in millions)
Pension Plans
Service cost $ 109 $ 26 $ 28 $ 4 $ 2 $ 9
Interest cost 87 20 26 4 1 6
Expected return on plan assets (298) (72) (94) (14) (3) (21)
Amortization:
Prior service costs 0 0 0 0 0 (1)
Regulatory asset 0 0 0 0 0 4
Net (gain)/loss 78 21 25 4 1 3
Net periodic pension cost (income) $ (24) $ (5) $ (15) $ (2) $ 1 $ 0
Postretirement Benefits
Service cost $ 6 $ 1 $ 2 $ 0 $ 0 $ 0
Interest cost 8 2 3 0 0 1
Expected return on plan assets (19) (7) (7) 0 0 (2)
Amortization:
Regulatory asset 0 0 0 0 0 2
Net (gain)/loss 1 0 1 0 0 (1)
Net periodic postretirement benefit cost (income) $ (4) $ (4) $ (1) $ 0 $ 0 $ 0

6471

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(UNAUDITED)


Three Months Ended March 31, 2020		Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
		(in millions)													Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
															(in millions)
Three Months Ended June 30, 2021														Three Months Ended June 30, 2021
Pension Plans	Pension Plans													Pension Plans
Service cost	Service cost	$	94	$	22	$	24	$	4	$	2	$	8	Service cost	$	108	$	25	$	28	$	5	$	3	$	9
Interest cost	Interest cost	108		25		33		5		1		8		Interest cost	86		21		26		4		1		6
Expected return on plan assets	Expected return on plan assets	(275)		(66)		(87)		(13)		(3)		(19)		Expected return on plan assets	(297)		(71)		(94)		(13)		(4)		(22)
Amortization:	Amortization:													Amortization:
Prior service costs	Prior service costs	1		0		0		0		0		(1)		Prior service costs	0		0		1		0		0		0
Regulatory asset	Regulatory asset	0		0		0		0		0		4		Regulatory asset	0		0		0		0		0		4
Net (gain)/loss	Net (gain)/loss	67		18		22		3		1		2		Net (gain)/loss	79		20		25		3		1		3
Net periodic pension cost (income)	Net periodic pension cost (income)	$	(5)	$	(1)	$	(8)	$	(1)	$	1	$	2	Net periodic pension cost (income)	$	(24)	$	(5)	$	(14)	$	(1)	$	1	$	0

Postretirement Benefits	Postretirement Benefits													Postretirement Benefits
Service cost	Service cost	$	5	$	2	$	1	$	0	$	0	$	0	Service cost	$	6	$	2	$	1	$	0	$	0	$	1
Interest cost	Interest cost	13		3		5		0		0		2		Interest cost	9		2		3		1		0		1
Expected return on plan assets	Expected return on plan assets	(18)		(7)		(7)		0		0		(2)		Expected return on plan assets	(19)		(7)		(6)		(1)		0		(2)
Amortization:	Amortization:													Amortization:

Prior service costs														Prior service costs	(1)		0		0		0		0		0
Regulatory asset	Regulatory asset	0		0		0		0		0		2		Regulatory asset	0		0		0		0		0		1
Net (gain)/loss	Net (gain)/loss	1		0		1		0		0		(1)		Net (gain)/loss	1		0		0		0		0		0
Net periodic postretirement benefit cost (income)	Net periodic postretirement benefit cost (income)	$	1	$	(2)	$	0	$	0	$	0	$	1	Net periodic postretirement benefit cost (income)	$	(4)	$	(3)	$	(2)	$	0	$	0	$	1

Six Months Ended June 30, 2021														Six Months Ended June 30, 2021
Pension Plans														Pension Plans
Service cost														Service cost	$	217	$	51	$	56	$	9	$	5	$	18
Interest cost														Interest cost	173		41		52		8		2		12
Expected return on plan assets														Expected return on plan assets	(595)		(143)		(188)		(27)		(7)		(43)
Amortization:														Amortization:
Prior service costs														Prior service costs	0		0		1		0		0		(1)
Regulatory asset														Regulatory asset	0		0		0		0		0		8
Net (gain)/loss														Net (gain)/loss	157		41		50		7		2		6
Net periodic pension cost (income)														Net periodic pension cost (income)	$	(48)	$	(10)	$	(29)	$	(3)	$	2	$	0

Postretirement Benefits														Postretirement Benefits
Service cost														Service cost	$	12	$	3	$	3	$	0	$	0	$	1
Interest cost														Interest cost	17		4		6		1		0		2
Expected return on plan assets														Expected return on plan assets	(38)		(14)		(13)		(1)		0		(4)
Amortization:														Amortization:
Prior service costs														Prior service costs	(1)		0		0		0		0		0
Regulatory asset														Regulatory asset	0		0		0		0		0		3
Net (gain)/loss														Net (gain)/loss	2		0		1		0		0		(1)
Net periodic postretirement benefit cost (income)														Net periodic postretirement benefit cost (income)	$	(8)	$	(7)	$	(3)	$	0	$	0	$	1

6572

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(UNAUDITED)


	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
	(in millions)
Three Months Ended June 30, 2020
Pension Plans
Service cost	$	94	$	22	$	24	$	4	$	2	$	8
Interest cost	108		25		34		5		2		7
Expected return on plan assets	(275)		(66)		(87)		(12)		(3)		(20)
Amortization:
Prior service costs	0		0		1		0		0		0
Regulatory asset	0		0		0		0		0		4
Net (gain)/loss	67		18		21		3		0		3
Net periodic pension cost (income)	$	(6)	$	(1)	$	(7)	$	0	$	1	$	2
Postretirement Benefits
Service cost	$	6	$	1	$	2	$	1	$	0	$	1
Interest cost	14		3		5		1		0		4
Expected return on plan assets	(18)		(7)		(6)		(1)		0		(2)
Amortization:
Prior service costs	(1)		0		0		0		0		0
Regulatory asset	0		0		0		0		0		1
Net (gain)/loss	0		0		0		0		0		(1)
Net periodic postretirement benefit cost (income)	$	1	$	(3)	$	1	$	1	$	0	$	3

Six Months Ended June 30, 2020
Pension Plans
Service cost	$	188	$	44	$	48	$	8	$	4	$	16
Interest cost	216		50		67		10		3		15
Expected return on plan assets	(550)		(132)		(174)		(25)		(6)		(39)
Amortization:
Prior service costs	1		0		1		0		0		(1)
Regulatory asset	0		0		0		0		0		8
Net (gain)/loss	134		36		43		6		1		5
Net periodic pension cost (income)	$	(11)	$	(2)	$	(15)	$	(1)	$	2	$	4
Postretirement Benefits
Service cost	$	11	$	3	$	3	$	1	$	0	$	1
Interest cost	27		6		10		1		0		6
Expected return on plan assets	(36)		(14)		(13)		(1)		0		(4)
Amortization:
Prior service costs	(1)		0		0		0		0		0
Regulatory asset	0		0		0		0		0		3
Net (gain)/loss	1		0		1		0		0		(2)
Net periodic postretirement benefit cost (income)	$	2	$	(5)	$	1	$	1	$	0	$	4

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

(I) FAIR VALUE MEASUREMENTS

~~As of March 31,~~At June 30, 2021, 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:											Fair Value Measurements Using:
As of March 31, 2021:		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
At June 30, 2021												At June 30, 2021	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)											(in millions)
Southern Company	Southern Company											Southern Company
Assets:	Assets:											Assets:
Energy-related derivatives(a)	Energy-related derivatives(a)	$	372	$	179	$	34	$	—	$	585	Energy-related derivatives(a)	$	656	$	436	$	28	$	—	$	1,120
Interest rate derivatives	Interest rate derivatives	0		10		0		—		10		Interest rate derivatives	0		17		0		—		17
Foreign currency derivatives	Foreign currency derivatives	0		41		0		—		41		Foreign currency derivatives	0		55		0		—		55
Investments in trusts:(b)(c)	Investments in trusts:(b)(c)											Investments in trusts:(b)(c)
Domestic equity	Domestic equity	782		214		0		—		996		Domestic equity	812		236		0		—		1,048
Foreign equity	Foreign equity	145		197		0		—		342		Foreign equity	171		191		0		—		362
U.S. Treasury and government agency securities	U.S. Treasury and government agency securities	0		325		0		—		325		U.S. Treasury and government agency securities	0		311		0		—		311
Municipal bonds	Municipal bonds	0		45		0		—		45		Municipal bonds	0		45		0		—		45
Pooled funds – fixed income	Pooled funds – fixed income	0		18		0		—		18		Pooled funds – fixed income	0		18		0		—		18
Corporate bonds	Corporate bonds	5		436		0		—		441		Corporate bonds	4		453		0		—		457
Mortgage and asset backed securities	Mortgage and asset backed securities	0		81		0		—		81		Mortgage and asset backed securities	0		92		0		—		92
Private equity	Private equity	0		0		0		83		83		Private equity	0		0		0		102		102

Other	Other	50		7		0		—		57		Other	29		23		0		—		52
Cash equivalents	Cash equivalents	1,121		11		0		—		1,132		Cash equivalents	1,039		13		0		—		1,052
Other investments	Other investments	9		33		0		—		42		Other investments	9		30		0		—		39
Total	Total	$	2,484	$	1,597	$	34	$	83	$	4,198	Total	$	2,720	$	1,920	$	28	$	102	$	4,770
Liabilities:	Liabilities:											Liabilities:
Energy-related derivatives(a)	Energy-related derivatives(a)	$	359	$	158	$	6	$	—	$	523	Energy-related derivatives(a)	$	664	$	333	$	10	$	—	$	1,007

Interest rate derivatives												Interest rate derivatives	0		9		0		—		9
Foreign currency derivatives	Foreign currency derivatives	0		23		0		—		23		Foreign currency derivatives	0		10		0		—		10
Contingent consideration	Contingent consideration	0		0		16		—		16		Contingent consideration	0		0		16		—		16
Total	Total	$	359	$	181	$	22	$	—	$	562	Total	$	664	$	352	$	26	$	—	$	1,042

6674

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(UNAUDITED)


		Fair Value Measurements Using:											Fair Value Measurements Using:
As of March 31, 2021:		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
At June 30, 2021												At June 30, 2021	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)											(in millions)
Alabama Power	Alabama Power											Alabama Power
Assets:	Assets:											Assets:
Energy-related derivatives	Energy-related derivatives	$	0	$	12	$	0	$	—	$	12	Energy-related derivatives	$	0	$	46	$	0	$	—	$	46
Nuclear decommissioning trusts:(b)	Nuclear decommissioning trusts:(b)											Nuclear decommissioning trusts:(b)
Domestic equity	Domestic equity	448		205		0		—		653		Domestic equity	453		226		0		—		679
Foreign equity	Foreign equity	145		15		0		—		160		Foreign equity	171		0		0		—		171
U.S. Treasury and government agency securities	U.S. Treasury and government agency securities	0		20		0		—		20		U.S. Treasury and government agency securities	0		22		0		—		22
Municipal bonds	Municipal bonds	0		1		0		—		1		Municipal bonds	0		1		0		—		1
Corporate bonds	Corporate bonds	5		235		0		—		240		Corporate bonds	4		241		0		—		245
Mortgage and asset backed securities	Mortgage and asset backed securities	0		26		0		—		26		Mortgage and asset backed securities	0		24		0		—		24
Private equity	Private equity	0		0		0		83		83		Private equity	0		0		0		102		102
Other	Other	27		0		0		—		27		Other	6		0		0		—		6
Cash equivalents	Cash equivalents	401		11		0		—		412		Cash equivalents	507		13		0		—		520
Other investments	Other investments	0		33		0		—		33		Other investments	0		30		0		—		30
Total	Total	$	1,026	$	558	$	0	$	83	$	1,667	Total	$	1,141	$	603	$	0	$	102	$	1,846
Liabilities:	Liabilities:											Liabilities:
Energy-related derivatives	Energy-related derivatives	$	0	$	4	$	0	$	—	$	4	Energy-related derivatives	$	0	$	3	$	0	$	—	$	3

Georgia Power	Georgia Power											Georgia Power
Assets:	Assets:											Assets:
Energy-related derivatives	Energy-related derivatives	$	0	$	17	$	0	$	—	$	17	Energy-related derivatives	$	0	$	73	$	0	$	—	$	73

Nuclear decommissioning trusts:(b)(c)	Nuclear decommissioning trusts:(b)(c)											Nuclear decommissioning trusts:(b)(c)
Domestic equity	Domestic equity	334		1		0		—		335		Domestic equity	359		1		0		—		360
Foreign equity	Foreign equity	0		179		0		—		179		Foreign equity	0		188		0		—		188
U.S. Treasury and government agency securities	U.S. Treasury and government agency securities	0		305		0		—		305		U.S. Treasury and government agency securities	0		289		0		—		289
Municipal bonds	Municipal bonds	0		44		0		—		44		Municipal bonds	0		44		0		—		44
Corporate bonds	Corporate bonds	0		201		0		—		201		Corporate bonds	0		212		0		—		212
Mortgage and asset backed securities	Mortgage and asset backed securities	0		55		0		—		55		Mortgage and asset backed securities	0		68		0		—		68
Other	Other	23		7		0		—		30		Other	23		23		0		—		46

Total	Total	$	357	$	809	$	0	$	—	$	1,166	Total	$	382	$	898	$	0	$	—	$	1,280
Liabilities:	Liabilities:											Liabilities:
Energy-related derivatives	Energy-related derivatives	$	0	$	8	$	0	$	—	$	8	Energy-related derivatives	$	0	$	4	$	0	$	—	$	4

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		Fair Value Measurements Using:											Fair Value Measurements Using:
As of March 31, 2021:		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
At June 30, 2021												At June 30, 2021	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)											(in millions)
Mississippi Power	Mississippi Power											Mississippi Power
Assets:	Assets:											Assets:
Energy-related derivatives	Energy-related derivatives	$	0	$	11	$	0	$	—	$	11	Energy-related derivatives	$	0	$	44	$	0	$	—	$	44

Cash equivalents												Cash equivalents	455		0		0		—		455
Total												Total	$	455	$	44	$	0	$	—	$	499
Liabilities:	Liabilities:											Liabilities:
Energy-related derivatives	Energy-related derivatives	$	0	$	6	$	0	$	—	$	6	Energy-related derivatives	$	0	$	3	$	0	$	—	$	3

Southern Power	Southern Power											Southern Power
Assets:	Assets:											Assets:
Energy-related derivatives	Energy-related derivatives	$	0	$	1	$	0	$	—	$	1	Energy-related derivatives	$	0	$	4	$	0	$	—	$	4
Foreign currency derivatives	Foreign currency derivatives	0		41		0		—		41		Foreign currency derivatives	0		55		0		—		55
Cash equivalents		115		0		0		—		115

Total	Total	$	115	$	42	$	0	$	—	$	157	Total	$	0	$	59	$	0	$	—	$	59
Liabilities:	Liabilities:											Liabilities:
Energy-related derivatives		$	0	$	1	$	0	$	—	$	1

Foreign currency derivatives	Foreign currency derivatives	0		23		0		—		23		Foreign currency derivatives	$	0	$	10	$	0	$	—	$	10
Contingent consideration	Contingent consideration	0		0		16		—		16		Contingent consideration	0		0		16		—		16
Total	Total	$	0	$	24	$	16	$	—	$	40	Total	$	0	$	10	$	16	$	—	$	26

Southern Company Gas	Southern Company Gas											Southern Company Gas
Assets:	Assets:											Assets:
Energy-related derivatives(a)	Energy-related derivatives(a)	$	372	$	138	$	34	$	—	$	544	Energy-related derivatives(a)	$	656	$	269	$	28	$	—	$	953

Interest rate derivatives												Interest rate derivatives	0		4		0		—		4
Non-qualified deferred compensation trusts:	Non-qualified deferred compensation trusts:											Non-qualified deferred compensation trusts:
Domestic equity	Domestic equity	0		8		0		—		8		Domestic equity	0		9		0		—		9
Foreign equity	Foreign equity	0		3		0		—		3		Foreign equity	0		3		0		—		3
Pooled funds – fixed income	Pooled funds – fixed income	0		18		0		—		18		Pooled funds – fixed income	0		18		0		—		18

Cash equivalents and restricted cash		284		0		0		—		284

Total	Total	$	656	$	167	$	34	$	—	$	857	Total	$	656	$	303	$	28	$	—	$	987
Liabilities:	Liabilities:											Liabilities:
Energy-related derivatives(a)	Energy-related derivatives(a)	$	359	$	139	$	6	$	—	$	504	Energy-related derivatives(a)	$	664	$	323	$	10	$	—	$	997

(a)Includes assets ($626 million, $260 million, and $28 million categorized as Level 1, 2, and 3, respectively) and liabilities ($657 million, $323 million, and $10 million categorized as Level 1, 2, and 3, respectively) related to Sequent, which were classified as held for sale at June 30, 2021. See Note (K) under "Southern Company Gas" and "Assets and Liabilities Held for Sale" for additional information. Excludes cash collateral of ~~$27~~$41 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.

(c)Includes investment securities pledged to creditors and collateral received and excludes payables related to the securities lending program. ~~As of March 31,~~At June 30, 2021, approximately ~~$34~~$48 million of the fair market value of Georgia Power's nuclear decommissioning trust funds' securities were on loan to creditors under the funds' managers' securities lending program. See Note 6 to the financial statements in Item 8 of the Form 10-K for additional information.

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See Note (K) under "Assets and Liabilities Held for Sale" for information regarding assets recorded at fair value on a nonrecurring basis.

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 the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020. The changes were recorded as a change to the regulatory assets and liabilities related to AROs for Georgia Power and Alabama Power, respectively.


Fair value increases (decreases)	Fair value increases (decreases)	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020		Fair value increases (decreases)	Three Months Ended June 30, 2021		Three Months Ended June 30, 2020		Six Months Ended June 30, 2021		Six Months Ended June 30, 2020
		(in millions)					(in millions)
Southern Company	Southern Company	$	39	$	(247)	Southern Company	$	125	$	223	$	164	$	(23)
Alabama Power	Alabama Power	41		(167)		Alabama Power	77		124		118		(42)
Georgia Power	Georgia Power	(2)		(80)		Georgia Power	48		99		46		19

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 certain acquisitions whereby it is primarily obligated to make generation-based payments to the seller, which commenced at the commercial operation of the respective facility and continue through 2026. The obligations are categorized as Level 3 under Fair Value Measurements as

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the fair value is determined using significant unobservable inputs for the forecasted facility 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

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contingent consideration reflects the net present value of expected payments and any periodic change arising from forecasted generation is expected to be immaterial.

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

At ~~March 31,~~June 30, 2021, the fair value measurements of private equity 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 ~~$83~~$102 million and unfunded commitments related to the private equity investments totaled ~~$68~~$67 million. Private equity investments include high-quality private equity funds across several market sectors and funds that invest in real estate assets. Private equity funds do not have redemption rights. Distributions from these funds will be received as the underlying investments in the funds are liquidated.

At ~~March 31,~~June 30, 2021, 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(*)			Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas(*)
		(in millions)													(in billions)
Long-term debt, including securities due within one year:	Long-term debt, including securities due within one year:													Long-term debt, including securities due within one year:
Carrying amount	Carrying amount	$	50,035	$	8,866	$	13,220	$	1,398	$	4,030	$	6,588	Carrying amount	$	50.4	$	9.3	$	13.5	$	1.9	$	4.0	$	6.3
Fair value	Fair value	54,113		9,821		14,291		1,507		4,347		7,264		Fair value	56.2		10.6		15.2		2.1		4.5		7.3

(*)The long-term debt of Southern Company Gas is recorded at amortized cost, including the fair value adjustments at 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.

Commodity Contracts with Level 3 Valuation Inputs

~~As of March 31,~~At June 30, 2021, ~~the fair value of~~ Southern Company ~~Gas'~~Gas had Level 3 physical natural gas forward contracts ~~was $28 million.~~totaling $18 million related to Sequent, which were classified as held for sale. See Note (K) under "Southern Company Gas" and "Assets and Liabilities Held for Sale" for additional information. Since commodity contracts classified as Level 3 typically include a combination of observable and unobservable components, the changes in fair value may include amounts due in part to observable market factors, or changes to assumptions on the unobservable components. The following table includes transfers to Level 3, which represent the fair value of Southern Company Gas' commodity derivative contracts that include a significant unobservable component for the first time during the period.


	~~Three Months Ended~~ ~~March 31, 2021~~
	~~(in millions)~~
~~Beginning balance~~	$	28


~~Instruments realized or otherwise settled during period~~	~~(2)~~
~~Changes in fair value~~	2
~~Ending balance~~	$	28


	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
	(in millions)
Beginning balance	$	28	$	28


Instruments realized or otherwise settled during period	(4)		(6)
Changes in fair value	(6)		(4)
Ending balance	$	18	$	18

Changes in fair value of Level 3 instruments represent changes in gains and losses for the periods that are reported on Southern Company Gas' statements of income in natural gas revenues.

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The valuation of certain commodity contracts requires the use of certain unobservable inputs. All forward pricing used in the valuation of such contracts is directly based on third-party market data, such as broker quotes and exchange settlements, when that data is available. If third-party market data is not available, then industry standard

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methodologies are used to develop inputs that maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Observable inputs, including some forward prices used for determining fair value, reflect the best available market information. Unobservable inputs are updated using industry standard techniques such as extrapolation, combining observable forward inputs supplemented by historical market and other relevant data. Level 3 physical natural gas forward contracts include unobservable forward price inputs (ranging from ~~$(0.07)~~$(0.06) to ~~$0.30~~$0.38 per mmBtu). Forward price increases (decreases) ~~as of March 31,~~at June 30, 2021 would have resulted in higher (lower) values on a net basis.

(J) DERIVATIVES

Southern Company, the traditional electric operating companies, Southern Power, and Southern Company Gas 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. Through the sale of Sequent on July 1, 2021, Southern Company Gas' wholesale gas operations ~~use~~used various contracts in its commercial activities that generally meet the definition of derivatives. For the traditional electric operating companies, Southern Power, and Southern Company Gas' other businesses, each company's policy is that derivatives are to be used primarily for hedging purposes and mandates strict adherence to all applicable risk management policies. Derivative positions are monitored using techniques including, but not limited to, market valuation, value at risk, stress testing, and sensitivity analysis. Derivative instruments are recognized at fair value in the balance sheets as either assets or liabilities and are presented on a net basis. See Note (I) for additional fair value information. In the statements of cash flows, any cash impacts of settled energy-related and interest rate derivatives are recorded as operating activities. Any cash impacts of settled foreign currency derivatives are classified as operating or financing activities to correspond with the classification of the hedged interest or principal, respectively. See Note 1 to the financial statements under "Financial Instruments" in Item 8 of the Form 10-K for additional information. See Note (K) under "Southern Company Gas" for information regarding Southern Company Gas' sale of Sequent.

Energy-Related Derivatives

The traditional electric operating companies, Southern Power, and Southern Company Gas enter into energy-related derivatives to hedge exposures to electricity, natural gas, and other fuel price changes. However, due to cost-based rate regulations and other various cost recovery mechanisms, the traditional electric operating companies and the natural gas distribution utilities have limited exposure to market volatility in energy-related commodity prices. Each of the traditional electric operating companies and certain of the 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 of operating margins in the event of warmer-than-normal weather. Exchange-traded options are carried at fair value, with changes reflected in operating 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 operating revenues.

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

•Regulatory Hedges – Energy-related derivative contracts designated as regulatory hedges relate primarily to the traditional electric operating companies' and the natural gas distribution utilities' fuel-hedging programs, where gains and losses are initially recorded as regulatory liabilities and assets, respectively, and then are included in fuel expense as the underlying fuel is used in operations and ultimately recovered through an approved cost recovery mechanism.

•Cash Flow Hedges – Gains and losses on energy-related derivatives designated as cash flow hedges (which are mainly used to hedge anticipated purchases and sales) are initially deferred in accumulated OCI before being recognized in the statements of income in the same period and in the same income statement line item as the earnings effect of the hedged transactions.

•Not Designated – Gains and losses on energy-related derivative contracts that are not designated or fail to qualify as hedges are recognized in the statements of income as incurred.

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

At ~~March 31,~~June 30, 2021, 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		Net Purchased mmBtu	Longest Hedge Date	Longest Non-Hedge Date
		(in millions)				(in millions)
Southern Company(*)	Southern Company(*)	907	2030	2031	Southern Company(*)	978	2030	2031
Alabama Power	Alabama Power	73	2024	—	Alabama Power	73	2024	—
Georgia Power	Georgia Power	125	2024	—	Georgia Power	125	2024	—
Mississippi Power	Mississippi Power	85	2024	—	Mississippi Power	85	2025	—
Southern Power	Southern Power	9	2030	2021	Southern Power	9	2030	2022
Southern Company Gas(*)	Southern Company Gas(*)	615	2023	2031	Southern Company Gas(*)	686	2024	2031

(*)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 long natural gas positions of ~~4.4~~4.6 billion mmBtu and short natural gas positions of ~~3.8~~3.9 billion mmBtu ~~as of March 31,~~at June 30, 2021, which is also included in Southern Company's total volume. See Note (K) under "Southern Company Gas" for information regarding Southern Company Gas' sale of Sequent.

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 3944 million mmBtu for Southern Company, which includes 1011 million mmBtu for Alabama Power, 1213 million mmBtu for Georgia Power, 56 million mmBtu for Mississippi Power, and 1214 million mmBtu for Southern Power.

For cash flow hedges of energy-related derivatives, the estimated pre-tax gains (losses) expected to be reclassified from accumulated OCI to earnings for the 12-month period ending ~~March 31,~~June 30, 2022 are immaterial for all Registrants.

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Interest Rate Derivatives

Southern Company and certain subsidiaries may enter into interest rate derivatives to hedge exposure to changes in interest rates. The derivatives employed as hedging instruments are structured to minimize ineffectiveness. Derivatives related to existing variable rate securities or forecasted transactions are accounted for as cash flow

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hedges where the derivatives' fair value gains or losses are recorded in OCI and are reclassified into earnings at the same time and presented on the same income statement line item as the earnings effect of the hedged transactions. Derivatives related to existing fixed rate securities are accounted for as fair value hedges, where the derivatives' fair value gains or losses and hedged items' fair value gains or losses are both recorded directly to earnings on the same income statement line item. Fair value gains or losses on derivatives that are not designated or fail to qualify as hedges are recognized in the statements of income as incurred.

At ~~March 31,~~June 30, 2021, the following interest rate derivatives were outstanding:


		Notional Amount		Interest Rate Received	Weighted Average Interest Rate Paid	Hedge Maturity Date	Fair Value Gain (Loss) at March 31, 2021			Notional Amount		Interest Rate Received	Weighted Average Interest Rate Paid	Hedge Maturity Date	Fair Value Gain (Loss) at June 30, 2021
		(in millions)					(in millions)			(in millions)					(in millions)

Cash Flow Hedges of Existing Debt	Cash Flow Hedges of Existing Debt								Cash Flow Hedges of Existing Debt
Mississippi Power	Mississippi Power	$	60	1-month LIBOR	0.58%	December 2021	$	0	Mississippi Power	$	60	1-month LIBOR	0.58%	December 2021	$	0
Fair Value Hedges of Existing Debt	Fair Value Hedges of Existing Debt								Fair Value Hedges of Existing Debt
Southern Company parent	Southern Company parent	1,500		2.35%	1-month LIBOR + 0.87%	July 2021	10		Southern Company parent	400		1.75%	1-month LIBOR + 0.68%	March 2028	0

Southern Company parent									Southern Company parent	1,000		3.70%	1-month LIBOR + 2.36%	April 2030	4
Southern Company Gas									Southern Company Gas	500		1.75%	1-month LIBOR + 0.38%	January 2031	3
Southern Company	Southern Company	$	1,560				$	10	Southern Company	$	1,960				$	7

For cash flow hedge interest rate derivatives, the estimated pre-tax gains (losses) expected to be reclassified from accumulated OCI to interest expense for the 12-month period ending ~~March 31,~~June 30, 2022 total ~~$(25)~~$(23) million for Southern Company and are immaterial for all other Registrants. Deferred gains and losses related to interest rate derivatives are expected to be amortized into earnings through ~~2046~~2051 for the Southern Company parent entity, ~~2035~~2051 for Alabama Power, 2044 for Georgia Power, 2028 for Mississippi Power, and 2046 for Southern Company Gas.

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Foreign Currency Derivatives

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

At ~~March 31,~~June 30, 2021, Southern Power had the following outstanding foreign currency derivatives ~~were outstanding:~~designated as cash flow hedges of existing debt:

Pay Notional Pay Rate Receive Notional Receive Rate Hedge
Maturity Date Fair Value Gain (Loss) at March 31, 2021
(in millions) (in millions) (in millions)
Cash Flow Hedges of Existing Debt
Southern Power $ 677 2.95% € 600 1.00% June 2022 $ 9
Southern Power 564 3.78% 500 1.85% June 2026 9
Total $ 1,241 € 1,100 $ 18


Pay Notional		Pay Rate	Receive Notional		Receive Rate	Hedge Maturity Date	Fair Value Gain (Loss) at June 30, 2021
(in millions)			(in millions)				(in millions)
$	677	2.95%	€	600	1.00%	June 2022	$	27
564		3.78%	500		1.85%	June 2026	18
$	1,241		€	1,100			$	45

The estimated pre-tax gains (losses) related to Southern Power's foreign currency derivatives expected to be reclassified from accumulated OCI to earnings for the 12-month period ending ~~March 31,~~June 30, 2022 are $2$17 million.

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Derivative Financial Statement Presentation and Amounts

Southern Company, the traditional electric operating companies, Southern Power, and Southern Company Gas 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 sheet are presented net to the extent that there are netting arrangements or similar agreements with the counterparties.

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

As of March 31, 2021 As of December 31, 2020
Derivative Category and Balance Sheet Location Assets Liabilities Assets Liabilities
(in millions) (in millions)
Southern Company
Derivatives designated as hedging instruments for regulatory purposes
Energy-related derivatives:
Assets from risk management activities/Other current liabilities $ 30 $ 4 $ 24 $ 11
Other deferred charges and assets/Other deferred credits and liabilities 16 15 18 19
Total derivatives designated as hedging instruments for regulatory purposes $ 46 $ 19 $ 42 $ 30
Derivatives designated as hedging instruments in cash flow and fair value hedges
Energy-related derivatives:
Assets from risk management activities/Other current liabilities $ 2 $ 1 $ 3 $ 5
Interest rate derivatives:
Assets from risk management activities/Other current liabilities 10 0 20 0
Foreign currency derivatives:
Assets from risk management activities/Other current liabilities 0 23 0 23
Other deferred charges and assets/Other deferred credits and liabilities 41 0 87 0
Total derivatives designated as hedging instruments in cash flow and fair value hedges $ 53 $ 24 $ 110 $ 28
Derivatives not designated as hedging instruments
Energy-related derivatives:
Assets from risk management activities/Other current liabilities $ 265 $ 265 $ 388 $ 331
Other deferred charges and assets/Other deferred credits and liabilities 272 237 270 232
Total derivatives not designated as hedging instruments $ 537 $ 502 $ 658 $ 563
Gross amounts recognized $ 636 $ 545 $ 810 $ 621
Gross amounts offset(a)
(450) (477) (529) (557)
Net amounts recognized in the Balance Sheets(b)
$ 186 $ 68 $ 281 $ 64

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As of March 31, 2021 As of December 31, 2020
Derivative Category and Balance Sheet Location Assets Liabilities Assets Liabilities
(in millions) (in millions)
Alabama Power
Derivatives designated as hedging instruments for regulatory purposes
Energy-related derivatives:
Other current assets/Other current liabilities $ 7 $ 0 $ 7 $ 2
Other deferred charges and assets/Other deferred credits and liabilities 5 4 5 5
Total derivatives designated as hedging instruments for regulatory purposes $ 12 $ 4 $ 12 $ 7
Gross amounts recognized $ 12 $ 4 $ 12 $ 7
Gross amounts offset (4) (4) (7) (7)
Net amounts recognized in the Balance Sheets $ 8 $ 0 $ 5 $ 0
Georgia Power
Derivatives designated as hedging instruments for regulatory purposes
Energy-related derivatives:
Other current assets/Other current liabilities $ 11 $ 2 $ 7 $ 5
Other deferred charges and assets/Other deferred credits and liabilities 6 6 8 8
Total derivatives designated as hedging instruments for regulatory purposes $ 17 $ 8 $ 15 $ 13
Gross amounts recognized $ 17 $ 8 $ 15 $ 13
Gross amounts offset (7) (7) (12) (12)
Net amounts recognized in the Balance Sheets $ 10 $ 1 $ 3 $ 1
Mississippi Power
Derivatives designated as hedging instruments for regulatory purposes
Energy-related derivatives:
Other current assets/Other current liabilities $ 6 $ 1 $ 4 $ 3
Other deferred charges and assets/Other deferred credits and liabilities 5 5 5 6
Total derivatives designated as hedging instruments for regulatory purposes $ 11 $ 6 $ 9 $ 9
Gross amounts recognized $ 11 $ 6 $ 9 $ 9
Gross amounts offset (5) (5) (7) (7)
Net amounts recognized in the Balance Sheets $ 6 $ 1 $ 2 $ 2
The fair value of energy-related derivatives, interest rate derivatives, and foreign currency derivatives was reflected in the balance sheets as follows:


	At June 30, 2021				At December 31, 2020
Derivative Category and Balance Sheet Location	Assets		Liabilities		Assets		Liabilities
	(in millions)				(in millions)
Southern Company
Derivatives designated as hedging instruments for regulatory purposes
Energy-related derivatives:
Assets from risk management activities/Other current liabilities	$	130	$	2	$	24	$	11
Other deferred charges and assets/Other deferred credits and liabilities	54		8		18		19


Total derivatives designated as hedging instruments for regulatory purposes	$	184	$	10	$	42	$	30
Derivatives designated as hedging instruments in cash flow and fair value hedges
Energy-related derivatives:
Assets from risk management activities/Other current liabilities	$	13	$	0	$	3	$	5
Other deferred charges and assets/Other deferred credits and liabilities	1		0		0		0
Interest rate derivatives:
Assets from risk management activities/Other current liabilities	17		0		20		0
Other deferred charges and assets/Other deferred credits and liabilities	0		9		0		0
Foreign currency derivatives:
Assets from risk management activities/Other current liabilities	27		10		0		23
Other deferred charges and assets/Other deferred credits and liabilities	28		0		87		0
Total derivatives designated as hedging instruments in cash flow and fair value hedges	$	86	$	19	$	110	$	28
Derivatives not designated as hedging instruments
Energy-related derivatives:
Assets from risk management activities/Other current liabilities	$	8	$	7	$	388	$	331
Other deferred charges and assets/Other deferred credits and liabilities	0		0		270		232
Assets held for sale, current/Liabilities held for sale, current	914		990		0		0
Total derivatives not designated as hedging instruments	$	922	$	997	$	658	$	563
Gross amounts recognized	$	1,192	$	1,026	$	810	$	621
Gross amounts offset(a)	(851)		(892)		(529)		(557)
Net amounts recognized in the Balance Sheets(b)	$	341	$	134	$	281	$	64

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As of March 31, 2021 As of December 31, 2020
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 $ 0 $ 2 $ 2
Foreign currency derivatives:
Other current assets/Other current liabilities 0 23 0 23
Other deferred charges and assets/Other deferred credits and liabilities 41 0 87 0
Total derivatives designated as hedging instruments in cash flow and fair value hedges $ 42 $ 23 $ 89 $ 25
Derivatives not designated as hedging instruments
Energy-related derivatives:
Other current assets/Other current liabilities $ 0 $ 0 $ 0 $ 1
Total derivatives not designated as hedging instruments $ 0 $ 0 $ 0 $ 1
Net amounts recognized in the Balance Sheets $ 42 $ 23 $ 89 $ 26
Southern Company Gas
Derivatives designated as hedging instruments for regulatory purposes
Energy-related derivatives:
Assets from risk management activities/Other current liabilities $ 6 $ 1 $ 6 $ 1
Total derivatives designated as hedging instruments for regulatory purposes $ 6 $ 1 $ 6 $ 1
Derivatives designated as hedging instruments in cash flow and fair value hedges
Energy-related derivatives:
Assets from risk management activities/Other current liabilities $ 1 $ 1 $ 1 $ 3
Total derivatives designated as hedging instruments in cash flow and fair value hedges $ 1 $ 1 $ 1 $ 3
Derivatives not designated as hedging instruments
Energy-related derivatives:
Assets from risk management activities/Other current liabilities $ 265 $ 265 $ 388 $ 330
Other deferred charges and assets/Other deferred credits and liabilities 272 237 270 232
Total derivatives not designated as hedging instruments $ 537 $ 502 $ 658 $ 562
Gross amounts of recognized $ 544 $ 504 $ 665 $ 566
Gross amounts offset(a)
(434) (461) (503) (531)
Net amounts recognized in the Balance Sheets(b)
$ 110 $ 43 $ 162 $ 35


	At June 30, 2021				At December 31, 2020
Derivative Category and Balance Sheet Location	Assets		Liabilities		Assets		Liabilities
	(in millions)				(in millions)
Alabama Power
Derivatives designated as hedging instruments for regulatory purposes
Energy-related derivatives:
Other current assets/Other current liabilities	$	31	$	1	$	7	$	2
Other deferred charges and assets/Other deferred credits and liabilities	15		2		5		5
Total derivatives designated as hedging instruments for regulatory purposes	$	46	$	3	$	12	$	7
Gross amounts recognized	$	46	$	3	$	12	$	7
Gross amounts offset	(3)		(3)		(7)		(7)
Net amounts recognized in the Balance Sheets	$	43	$	0	$	5	$	0

Georgia Power
Derivatives designated as hedging instruments for regulatory purposes
Energy-related derivatives:
Other current assets/Other current liabilities	$	52	$	1	$	7	$	5
Other deferred charges and assets/Other deferred credits and liabilities	21		3		8		8
Total derivatives designated as hedging instruments for regulatory purposes	$	73	$	4	$	15	$	13





Gross amounts recognized	$	73	$	4	$	15	$	13
Gross amounts offset	(4)		(4)		(12)		(12)
Net amounts recognized in the Balance Sheets	$	69	$	0	$	3	$	1

Mississippi Power
Derivatives designated as hedging instruments for regulatory purposes
Energy-related derivatives:
Other current assets/Other current liabilities	$	28	$	0	$	4	$	3
Other deferred charges and assets/Other deferred credits and liabilities	16		3		5		6
Total derivatives designated as hedging instruments for regulatory purposes	$	44	$	3	$	9	$	9





Gross amounts recognized	$	44	$	3	$	9	$	9
Gross amounts offset	(3)		(3)		(7)		(7)
Net amounts recognized in the Balance Sheets	$	41	$	0	$	2	$	2

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	At June 30, 2021				At December 31, 2020
Derivative Category and Balance Sheet Location	Assets		Liabilities		Assets		Liabilities
	(in millions)				(in millions)
Southern Power
Derivatives designated as hedging instruments in cash flow and fair value hedges
Energy-related derivatives:
Other current assets/Other current liabilities	$	4	$	0	$	2	$	2

Foreign currency derivatives:
Other current assets/Other current liabilities	27		10		0		23
Other deferred charges and assets/Other deferred credits and liabilities	28		0		87		0
Total derivatives designated as hedging instruments in cash flow and fair value hedges	$	59	$	10	$	89	$	25
Derivatives not designated as hedging instruments
Energy-related derivatives:
Other current assets/Other current liabilities	$	0	$	0	$	0	$	1



Total derivatives not designated as hedging instruments	$	0	$	0	$	0	$	1


Net amounts recognized in the Balance Sheets	$	59	$	10	$	89	$	26

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	At June 30, 2021				At December 31, 2020
Derivative Category and Balance Sheet Location	Assets		Liabilities		Assets		Liabilities
	(in millions)				(in millions)
Southern Company Gas
Derivatives designated as hedging instruments for regulatory purposes
Energy-related derivatives:
Assets from risk management activities/Other current liabilities	$	19	$	0	$	6	$	1
Other deferred charges and assets/Other deferred credits and liabilities	2		0		0		0
Total derivatives designated as hedging instruments for regulatory purposes	$	21	$	0	$	6	$	1
Derivatives designated as hedging instruments in cash flow and fair value hedges
Energy-related derivatives:
Assets from risk management activities/Other current liabilities	$	9	$	0	$	1	$	3
Other deferred charges and assets/Other deferred credits and liabilities	1		0		0		0
Interest rate derivatives:
Assets from risk management activities/Liabilities from risk management activities-current	4		0		0		0

Total derivatives designated as hedging instruments in cash flow and fair value hedges	$	14	$	0	$	1	$	3
Derivatives not designated as hedging instruments
Energy-related derivatives:
Assets from risk management activities/Other current liabilities	$	8	$	7	$	388	$	330
Other deferred charges and assets/Other deferred credits and liabilities	0		0		270		232
Assets held for sale, current/Liabilities held for sale, current	914		990		0		0
Total derivatives not designated as hedging instruments	$	922	$	997	$	658	$	562
Gross amounts of recognized	$	957	$	997	$	665	$	566
Gross amounts offset(a)	(841)		(882)		(503)		(531)
Net amounts recognized in the Balance Sheets(b)	$	116	$	115	$	162	$	35

(a)Gross amounts offset include cash collateral held on deposit in broker margin accounts of ~~$27~~$41 million and $28 million ~~as of March 31,~~at June 30, 2021 and December 31, 2020, respectively.

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

The traditional electric operating companies had immaterial energy-related derivatives not designated as hedging instruments at June 30, 2021 and no such instruments at December 31, 2020.

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~~The traditional electric operating companies had immaterial energy-related derivatives not designated as hedging instruments at March 31, 2021 and no such instruments at December 31, 2020.~~

At ~~March 31,~~June 30, 2021 and December 31, 2020, 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	Regulatory Hedge Unrealized Gain (Loss) Recognized in the Balance Sheet											Regulatory Hedge Unrealized Gain (Loss) Recognized in the Balance Sheet
Derivative Category and Balance Sheet Location	Derivative Category and Balance Sheet Location	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Company Gas		Derivative Category and Balance Sheet Location	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Company Gas
		(in millions)											(in millions)
At March 31, 2021:
At June 30, 2021:												At June 30, 2021:
Energy-related derivatives:	Energy-related derivatives:											Energy-related derivatives:

Other regulatory assets, deferred		$	(2)	$	0	$	(1)	$	(1)	$	0

Other regulatory liabilities, current	Other regulatory liabilities, current	24		7		9		5		3		Other regulatory liabilities, current	$	120	$	31	$	51	$	28	$	10
Other regulatory liabilities, deferred	Other regulatory liabilities, deferred	3		1		1		1		0		Other regulatory liabilities, deferred	46		13		18		14		1
Total energy-related derivative gains (losses)	Total energy-related derivative gains (losses)	$	25	$	8	$	9	$	5	$	3	Total energy-related derivative gains (losses)	$	166	$	44	$	69	$	42	$	11

At December 31, 2020:	At December 31, 2020:											At December 31, 2020:
Energy-related derivatives:	Energy-related derivatives:											Energy-related derivatives:

Other regulatory assets, deferred	Other regulatory assets, deferred	$	(2)	$	0	$	(1)	$	(1)	$	0	Other regulatory assets, deferred	$	(2)	$	0	$	(1)	$	(1)	$	0
Other regulatory liabilities, current	Other regulatory liabilities, current	12		5		2		1		4		Other regulatory liabilities, current	12		5		2		1		4
Other regulatory liabilities, deferred	Other regulatory liabilities, deferred	2		1		1		0		0		Other regulatory liabilities, deferred	2		1		1		0		0
Total energy-related derivative gains (losses)	Total energy-related derivative gains (losses)	$	12	$	6	$	2	$	0	$	4	Total energy-related derivative gains (losses)	$	12	$	6	$	2	$	0	$	4

For the three and six months ended ~~March 31,~~June 30, 2021 and 2020, the pre-tax effects of cash flow hedge accounting on accumulated OCI were as follows:


Gain (Loss) Recognized in OCI on Derivative	Gain (Loss) Recognized in OCI on Derivative	For the Three Months Ended March 31,				Gain (Loss) Recognized in OCI on Derivative	For the Three Months Ended June 30,						For the Six Months Ended June 30,
		2021		2020			Gain (Loss) Recognized in OCI on Derivative		2021			2020			2021			2020
		(in millions)							(in millions)
Southern Company	Southern Company							Southern Company
Energy-related derivatives	Energy-related derivatives	$	5	$	(4)			Energy-related derivatives		$	16		$	(2)		$	20		$	(6)
Interest rate derivatives	Interest rate derivatives	3		(26)				Interest rate derivatives		(1)			(1)			2			(28)
Foreign currency derivatives	Foreign currency derivatives	(47)		(83)				Foreign currency derivatives		4			17			(43)			(65)
Total	Total	$	(39)	$	(113)			Total		$	19		$	14		$	(21)		$	(99)

Southern Power	Southern Power							Southern Power
Energy-related derivatives	Energy-related derivatives	$	4	$	0			Energy-related derivatives		$	5		$	(2)		$	8		$	(2)

Foreign currency derivatives	Foreign currency derivatives	(47)		(83)				Foreign currency derivatives		4			17			(43)			(65)
Total	Total	$	(43)	$	(83)			Total		$	9		$	15		$	(35)		$	(67)
Southern Company Gas	Southern Company Gas							Southern Company Gas
Energy-related derivatives	Energy-related derivatives	$	1	$	(4)			Energy-related derivatives		$	11		$	0		$	12		$	(4)
Interest rate derivatives	Interest rate derivatives	0		(23)				Interest rate derivatives		0			(1)			0			(25)
Total	Total	$	1	$	(27)			Total		$	11		$	(1)		$	12		$	(29)

For the three and six months ended ~~March 31,~~June 30, 2021 and 2020, the pre-tax effects of energy-related derivatives and interest rate derivatives designated as cash flow hedging instruments on accumulated OCI were immaterial for the other Registrants.

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For the three and six months ended ~~March 31,~~June 30, 2021 and 2020, 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	Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships	For the Three Months Ended March 31,			Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships		For the Three Months Ended June 30,					For the Six Months Ended June 30,
																		For the Three Months Ended June 30,				For the Six Months Ended June 30,
			2021				2020	Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships	2021			2020			2021
		(in millions)					(in millions)
Southern Company	Southern Company
Total cost of natural gas	Total cost of natural gas		$	583	$	439			Total cost of natural gas		$	231		$	144		$	814		$	583
Gain (loss) on energy-related cash flow hedges(a)	Gain (loss) on energy-related cash flow hedges(a)		(3)		(7)			Gain (loss) on energy-related cash flow hedges(a)	1			(1)			(2)			(8)
Total depreciation and amortization	Total depreciation and amortization		871		857			Total depreciation and amortization	891			873			1,762			1,730
Gain (loss) on energy-related cash flow hedges(a)	Gain (loss) on energy-related cash flow hedges(a)		3		(1)			Gain (loss) on energy-related cash flow hedges(a)	1			(1)			4			(2)
Total interest expense, net of amounts capitalized	Total interest expense, net of amounts capitalized		(450)		(456)			Total interest expense, net of amounts capitalized	(450)			(444)			(901)			(900)
Gain (loss) on interest rate cash flow hedges(a)	Gain (loss) on interest rate cash flow hedges(a)		(7)		(6)			Gain (loss) on interest rate cash flow hedges(a)	(7)			(6)			(14)			(13)
Gain (loss) on foreign currency cash flow hedges(a)	Gain (loss) on foreign currency cash flow hedges(a)		(6)		(6)			Gain (loss) on foreign currency cash flow hedges(a)	(6)			(6)			(12)			(12)
Gain (loss) on interest rate fair value hedges(b)	Gain (loss) on interest rate fair value hedges(b)		(10)		29			Gain (loss) on interest rate fair value hedges(b)	(3)			1			(12)			30
Total other income (expense), net	Total other income (expense), net		58		103			Total other income (expense), net	108			101			167			204
Gain (loss) on foreign currency cash flow hedges(a)(c)	Gain (loss) on foreign currency cash flow hedges(a)(c)		(60)		(31)			Gain (loss) on foreign currency cash flow hedges(a)(c)	17			27			(43)			(4)

Southern Power	Southern Power							Southern Power
Total depreciation and amortization	Total depreciation and amortization		$	119	$	117		Total depreciation and amortization	$	132		$	121		$	251		$	239
Gain (loss) on energy-related cash flow hedges(a)	Gain (loss) on energy-related cash flow hedges(a)		3		(1)			Gain (loss) on energy-related cash flow hedges(a)	1			(1)			4			(2)
Total interest expense, net of amounts capitalized	Total interest expense, net of amounts capitalized		(38)		(39)			Total interest expense, net of amounts capitalized	(37)			(38)			(75)			(77)
Gain (loss) on foreign currency cash flow hedges(a)	Gain (loss) on foreign currency cash flow hedges(a)		(6)		(6)			Gain (loss) on foreign currency cash flow hedges(a)	(6)			(6)			(12)			(12)
Total other income (expense), net	Total other income (expense), net		7		2			Total other income (expense), net	1			1			8			4
Gain (loss) on foreign currency cash flow hedges(a)(c)	Gain (loss) on foreign currency cash flow hedges(a)(c)		(60)		(31)			Gain (loss) on foreign currency cash flow hedges(a)(c)	17			27			(43)			(4)

(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.

For the three and six months ended ~~March 31,~~June 30, 2021 and 2020, the pre-tax effects of cash flow and fair value hedge accounting on income for energy-related derivatives and interest rate derivatives were immaterial for the traditional electric operating companies and Southern Company Gas.

~~As of March 31, 2021 and December 31, 2020, 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 As of March 31, 2021 As of December 31, 2020 As of March 31, 2021 As of December 31, 2020
(in millions) (in millions)
Southern Company
Securities due within one year $ (1,505) $ (1,509) $ (5) $ (10)

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At June 30, 2021 and December 31, 2020, the following amounts were recorded on the balance sheets related to cumulative basis adjustments for fair value hedges:


	Carrying Amount of the Hedged Item				Cumulative Amount of Fair Value Hedging Adjustment included in Carrying Amount of the Hedged Item
Balance Sheet Location of Hedged Items	At June 30, 2021		At December 31, 2020		At June 30, 2021		At December 31, 2020
	(in millions)				(in millions)
Southern Company
Securities due within one year	$	0	$	(1,509)	$	0	$	(10)
Long-term debt	(1,883)		0		0		0

Southern Company Gas

Long-term debt	$	(492)	$	0	$	3	$	0

For the three and six months ended ~~March 31,~~June 30, 2021 and 2020, the pre-tax effects of energy-related derivatives not designated as hedging instruments on the statements of income of Southern Company and Southern Company Gas were as follows:


				Gain (Loss)						Gain (Loss)
			Three Months Ended March 31,						Three Months Ended June 30,					Six Months Ended June 30,
Derivatives in Non-Designated Hedging Relationships	Derivatives in Non-Designated Hedging Relationships	Statements of Income Location		2021		2020		Derivatives in Non-Designated Hedging Relationships	Statements of Income Location	2021		2020			2021		2020
			(in millions)						(in millions)					(in millions)

Energy-related derivatives:	Energy-related derivatives:	Natural gas revenues(*)		$	(17)	$	70	Energy-related derivatives:	Natural gas revenues(*)	$	(103)	$	14		$	(120)	$	84

		Cost of natural gas		7		7			Cost of natural gas	9		5			16		13
Total derivatives in non-designated hedging relationships	Total derivatives in non-designated hedging relationships			$	(10)	$	77	Total derivatives in non-designated hedging relationships		$	(94)	$	19		$	(104)	$	97

(*)Excludes immaterial gains (losses) recorded in natural gas revenues associated with weather derivatives for all periods presented.

For the three and six months ended ~~March 31,~~June 30, 2021 and 2020, the pre-tax effects of energy-related derivatives not designated as hedging instruments were immaterial for all other Registrants.

Contingent Features

Southern Company, the traditional electric operating companies, Southern Power, and Southern Company Gas 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. At ~~March 31,~~June 30, 2021, the Registrants had 0 collateral posted with derivative counterparties to satisfy these arrangements.

At ~~March 31,~~June 30, 2021, the Registrants had no interest rate derivative liabilities with contingent features. At ~~March 31,~~June 30, 2021, the fair value of Southern Company Gas' 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 for all Registrants.~~immaterial. At June 30, 2021, the other Registrants had no energy-related derivative liabilities with contingent features. 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. Following the sale of Gulf Power to NextEra Energy, Inc.,

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Gulf Power is continuing to participate in the Southern Company power pool for a defined transition period that, subject to certain potential adjustments, is scheduled to end on January 1, 2024.

Generally, collateral may be provided by a Southern Company guaranty, letter of credit, or cash. If collateral is required, fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral are not offset against fair value amounts recognized for derivatives executed with the same counterparty.

Alabama Power and Southern Power maintain accounts with certain regional transmission organizations to facilitate financial derivative transactions and they may be required to post collateral based on the value of the positions in these accounts and the associated margin requirements. At ~~March 31,~~June 30, 2021, cash collateral posted in these accounts was immaterial. Southern Company Gas maintains accounts with brokers or the clearing houses of certain exchanges to facilitate financial derivative transactions. Based on the value of the positions in these accounts and the associated margin requirements, Southern Company Gas may be required to deposit cash into these accounts. At ~~March 31,~~June 30, 2021, cash collateral held on deposit in broker margin accounts was ~~$27~~$41 million.

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

~~Table of ContentsIndex to Financial Statements~~

~~NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)~~

~~(UNAUDITED)~~

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.

Table of ContentsIndex to Financial Statements

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

(K) ACQUISITIONS AND DISPOSITIONS

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

Southern ~~Company~~

~~The following table provides Southern Company's major classes of assets classified as held for sale at March 31, 2021 and December 31, 2020:~~

Southern Company
At March 31, At December 31,
2021 2020
(in millions)
Assets Held for Sale:
Total property, plant, and equipment $ 7 $ 8
Leveraged leases 52 52
Total Assets Held for Sale $ 59 $ 60

Southern Company's asset sales, both individually and combined, do not represent a strategic shift in operations that has, or is expected to have, a major effect on operations and financial results; therefore, none of the assets have been classified as discontinued operations for any of the periods presented.

~~Southern~~ Power

Asset Acquisition

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, Southern Power acquired a controlling membership interest in the wind facility listed below. Acquisition-related costs were expensed as incurred and were not material.

Project Facility

Resource

Seller

Approximate Nameplate Capacity (MW)

Location

Southern Power Ownership Percentage

COD

PPA Contract Period

Deuel Harvest(*)

Wind

Invenergy Renewables, LLC

300

Deuel County, SD

100% of

Class B

February 2021

25 years

and

15 years

(*)On March 26, 2021, Southern Power acquired a controlling interest in the facility and consolidates the project's operating results in its financial statements. On March 30, 2021, Southern Power completed a tax equity transaction whereby it received $220 million. The tax equity partner, which is the Class A member, and Invenergy Renewables, LLC each own a noncontrolling interest.

~~Table of ContentsIndex to Financial Statements~~

~~NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)~~

~~(UNAUDITED)~~

Construction Projects

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, Southern Power continued construction of the Garland and Tranquillity battery energy storage facilities and the Glass Sands wind facility. Total aggregate construction costs, excluding acquisition costs, are expected to be between ~~$392~~$390 million and $460 million for the facilities under construction. At ~~March 31,~~June 30, 2021, total costs of construction incurred for these projects were ~~$158~~$208 million and are included in CWIP. The ultimate outcome of these matters cannot be determined at this time.

Project Facility

Resource

Approximate Nameplate Capacity (MW)

Location

Actual/Expected COD

PPA Contract Period

Projects Under Construction at ~~March 31,~~June 30, 2021

Garland Solar Storage(a)

Battery energy storage system

Kern County, CA

~~Third quarter~~August 2021

20 years

Tranquillity Solar Storage(a)

Battery energy storage system

Fresno County, CA

Fourth quarter 2021

20 years

Glass Sands(b)

Wind

118

Murray County, OK

Fourth quarter 2021

12 years

(a)~~In December 2020,~~Subsequent to June 30, 2021, Southern Power further restructured its ownership in the Garland battery energy storage project and completed a tax equity transaction whereby it received initial proceeds of ~~the project by contributing the Class A membership interests to an existing partnership and selling 100% of the Class B membership interests~~$11 million, while retaining the controlling interest. Prior to commercial operation, Southern Power ~~may~~expects to further restructure its ownership in the Tranquillity battery energy storage project ~~ownership again~~ and ~~enter into additional partnerships,~~complete a tax equity transaction, but expects to retain the controlling interest. The ultimate outcome of this matter cannot be determined at this time.

(b)In December 2020, Southern Power purchased 100% of the membership interests of the Glass Sands facility.

Development Projects

Southern Power continues to evaluate and refine the deployment of the remaining wind turbine equipment purchased in 2016 and 2017 to development and construction projects. During the ~~three~~six months ended ~~March 31,~~June 30, 2021, gains on wind turbine equipment contributed to various equity method investments totaled approximately $37 million.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Southern Company Gas

Sale of Sequent

On ~~April 28,~~July 1, 2021, ~~certain affiliates of~~ Southern Company Gas ~~entered into an agreement for~~affiliates completed the sale of Sequent to Williams Field Services Group for a total cash purchase price of ~~$50~~$150 million, ~~plus~~including estimated working capital ~~and certain other~~ adjustments. The ~~net book value of Sequent at March 31, 2021, excluding working capital, was $46 million; however, any potential~~preliminary gain ~~or loss on~~associated with the transaction is approximately $90 million, which will be recorded in the third quarter 2021.

Prior to the sale, will be based, in large part, on the fair value of the open derivative positions as of the date of closing. See Notes (I) and (J) for information on fair value and derivatives outstanding at March 31, 2021.

Southern Company Gas ~~has~~had existing agreements in place in which it ~~guarantees~~guaranteed the payment performance of Sequent. Southern Company Gas will continue to guarantee Sequent's payment performance ~~for Sequent after the transaction closes~~ for a period of time as ~~the buyer~~Williams Field Services Group obtains releases from these obligations. ~~As of March 31,~~At June 30, 2021, the obligations subject to the payment performance guarantee totaled ~~$279~~$268 million. Changes in the price of natural gas, market conditions, and the number of open contracts ~~will~~may change the amount that Southern Company Gas is required to guarantee for Sequent each month. The maximum potential exposure over the period of the payment performance guarantee generally is capped at $1 billion. At closing, ~~the buyer (an investment-grade entity) will issue~~Williams Field Services Group issued a payment performance guarantee to Southern Company Gas, equal to the outstanding guarantee obligation throughout this period. ~~Further,~~

The assets and liabilities of Sequent were classified as held for sale on the balance sheets of Southern Company and Southern Company Gas ~~will retain responsibility~~at June 30, 2021. See "Assets and Liabilities Held for certain potential obligations that may arise from transactions during Winter Storm Uri. The completion of the transaction is subject to the satisfaction or waiver of certain conditions, including, among other customary closing conditions, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is expected to be completed during the third quarter 2021; however, the ultimate outcome of this matter cannot be determined at this time.

~~Table of ContentsIndex to Financial Statements~~

~~NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)~~

~~(UNAUDITED)~~

Sale" herein for additional information.

Sale of Pivotal LNG

In connection with its March 2020 sale of Pivotal LNG, Southern Company Gas was entitled to 2 $5 million payments contingent upon Dominion Modular LNG Holdings, Inc. meeting certain milestones related to Pivotal LNG. Southern Company Gas received the first payment on April 22, 2021 and expects to receive the second payment in ~~August 2021.~~February 2022.

Assets and Liabilities Held for Sale

The following table provides the major classes of assets and liabilities classified as held for sale by Southern Company and Southern Company Gas at June 30, 2021 and/or December 31, 2020:


	Southern Company				Southern Company Gas
	At June 30,		At December 31,		At June 30,
	2021		2020		2021
	(in millions)
Assets Held for Sale:
Receivables – energy marketing	$	486	$	0	$	486
Natural gas for sale	90		0		90
Other current assets	76		0		76
Total property, plant, and equipment	11		8		5
Leveraged leases	45		52		0
Accumulated deferred income taxes	30		0		30
Other non-current assets	49		0		49
Total Assets Held for Sale	$	787	$	60	$	736

Liabilities Held for Sale:
Energy marketing trade payables	$	491	$	0	$	491
Other current liabilities	148		0		148
Other non-current liabilities	38		0		38
Total Liabilities Held for Sale	$	677	$	0	$	677

Table of ContentsIndex to Financial Statements

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Southern Company Gas' assets and liabilities held for sale at June 30, 2021 were recorded based on their carrying value as the net carrying value of Sequent was lower than the agreed upon price in the sale agreement. See Note (I) for information regarding Sequent's energy-related derivatives held for sale that are recorded at fair value on a recurring basis. Southern Company's other assets held for sale at June 30, 2021 and December 31, 2020 were recorded at fair value on a nonrecurring basis, based primarily on unobservable inputs (Level 3).

See Note 3 to the financial statements under "Other Matters – Southern Company" in Item 8 of the Form 10-K for additional information regarding the leveraged lease investment held for sale.

Southern Company's and Southern Company Gas' asset sales, both individually and combined, do not represent a strategic shift in operations that has, or is expected to have, a major effect on operations and financial results; therefore, none of the assets have been classified as discontinued operations for any of the periods presented.

(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 – Alabama Power, Georgia Power, and Mississippi Power – are vertically integrated utilities providing electric service in 3 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, wholesale gas services (through June 30, 2021), 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 ~~$81~~$112 million and $193 million for the three and six months ended ~~March 31,~~June 30, 2021, respectively, and ~~$86~~$92 million and $178 million for the three and six months ended ~~March 31, 2020.~~June 30, 2020, respectively. Revenues from sales of natural gas from Southern Company Gas to the traditional electric operating companies were immaterial for ~~the three months ended March 31, 2021 and 2020.~~all periods presented. Revenues from sales of natural gas from Southern Company Gas to Southern Power were ~~$12~~$6 million and $18 million for the three and six months ended ~~March 31,~~June 30, 2021, respectively, and ~~$10~~$3 million and $13 million for the three and six months ended ~~March 31, 2020.~~June 30, 2020, respectively. 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 energy solutions to electric utilities and their customers in the areas of distributed generation, energy storage and renewables, and energy efficiency, as well as investments in telecommunications and leveraged lease projects. All other inter-segment revenues are not material.

8293

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Financial data for business segments and products and services for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 was as follows:


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

Three Months Ended March 31, 2021
Three Months Ended June 30, 2021																		Three Months Ended June 30, 2021
Operating revenues																		Operating revenues	$	4,031	$	490	$	(114)	$	4,407	$	677	$	154	$	(40)	$	5,198
Segment net income (loss)(a)(b)(c)(d)																		Segment net income (loss)(a)(b)(c)(d)	511		36		0		547		(65)		(108)		(2)		372
Six Months Ended June 30, 2021																		Six Months Ended June 30, 2021
Operating revenues	Operating revenues	$	3,764	$	440	$	(87)	$	4,117	$	1,694	$	134	$	(35)	$	5,910	Operating revenues	$	7,795	$	930	$	(201)	$	8,524	$	2,371	$	288	$	(75)	$	11,108
Segment net income (loss)~~(c)~~(e)	Segment net income (loss)~~(c)~~(e)	756		97		0		853		398		(108)		(8)		1,135		Segment net income (loss)~~(c)~~(e)	1,267		133		0		1,400		333		(216)		(9)		1,508
At March 31, 2021
At June 30, 2021																		At June 30, 2021
Goodwill	Goodwill	$	0	$	2	$	0	$	2	$	5,015	$	263	$	0	$	5,280	Goodwill	$	0	$	2	$	0	$	2	$	5,015	$	263	$	0	$	5,280
Assets held for sale																		Assets held for sale	2		0		0		2		736		49		0		787
Total assets	Total assets	86,053		13,995		(637)		99,411		23,377		3,392		(787)		125,393		Total assets	87,330		13,708		(693)		100,345		23,235		3,063		(736)		125,907

Three Months Ended March 31, 2020
Three Months Ended June 30, 2020																		Three Months Ended June 30, 2020
Operating revenues	Operating revenues	$	3,407	$	375	$	(87)	$	3,695	$	1,249	$	114	$	(40)	$	5,018	Operating revenues	$	3,539	$	439	$	(94)	$	3,884	$	636	$	135	$	(35)	$	4,620
Segment net income (loss)(a)(d)		642		75		0		717		275		(121)		(3)		868
Segment net income (loss)(a)(b)(d)																		Segment net income (loss)(a)(b)(d)	645		63		0		708		71		(177)		10		612
Six Months Ended June 30, 2020																		Six Months Ended June 30, 2020
Operating revenues																		Operating revenues	$	6,946	$	814	$	(181)	$	7,579	$	1,885	$	248	$	(74)	$	9,638
Segment net income (loss)(a)(b)(d)(f)																		Segment net income (loss)(a)(b)(d)(f)	1,287		138		0		1,425		346		(299)		8		1,480
At December 31, 2020	At December 31, 2020																	At December 31, 2020
Goodwill	Goodwill	$	0	$	2	$	0	$	2	$	5,015	$	263	$	0	$	5,280	Goodwill	$	0	$	2	$	0	$	2	$	5,015	$	263	$	0	$	5,280
Assets held for sale																		Assets held for sale	5		0		0		5		0		55		0		60
Total assets	Total assets	85,486		13,235		(680)		98,041		22,630		3,168		(904)		122,935		Total assets	85,486		13,235		(680)		98,041		22,630		3,168		(904)		122,935

(a)Attributable to Southern Company.

(b)For the traditional electric operating companies, includes ~~a $48 million~~ pre-tax ~~charge ($36 million after tax)~~charges at Georgia Power for estimated ~~loss on~~losses associated with the construction of Plant Vogtle Units 3 and 4.4 of $460 million ($343 million after tax) and $508 million ($379 million after tax) for the three and six months ended June 30, 2021, respectively, and $149 million ($111 million after tax) for the three and six months ended June 30, 2020. See Note (B) and Note 2 to the financial statements in Item 8 of the Form 10-K under "Georgia Power – Nuclear Construction" for additional information.

(c)For Southern Company Gas, includes a pre-tax impairment charge of $82 million ($58 million after tax) related to its equity method investment in the PennEast Pipeline project. See Notes (C) and (E) under "Other Matters – Southern Company Gas" and "Southern Company Gas," respectively, for additional information.

(d)For the "All Other" column, includes pre-tax impairment charges related to leveraged lease investments of $7 million ($6 million after tax) for the three and six months ended June 30, 2021 and $154 million ($74 million after tax) for the three and six months ended June 30, 2020. See Note 3 to the financial statements in Item 8 of the Form 10-K under "Other Matters – Southern Company" for additional information.

(e)For Southern Power, includes gains on wind turbine equipment contributed to various equity method investments totaling approximately $37 million pre-tax ($28 million after tax). See Notes (E) and (K) under "Southern Power" for additional information.

~~(d)~~(f)For Southern Power, includes a $39 million pre-tax gain ($23 million gain after tax) on the sale of Plant Mankato. See Note 15 to the financial statements in Item 8 of the Form 10-K under "Southern Power" for additional information.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Products and Services

Electric Utilities' Revenues
Retail Wholesale Other Total
(in millions)
Three Months Ended March 31, 2021 $ 3,342 $ 545 $ 230 $ 4,117
Three Months Ended March 31, 2020 3,078 418 199 3,695


	Electric Utilities' Revenues
	Retail		Wholesale		Other		Total
	(in millions)
Three Months Ended June 30, 2021	$	3,599	$	546	$	262	$	4,407
Three Months Ended June 30, 2020	3,182		472		230		3,884
Six Months Ended June 30, 2021	$	6,941	$	1,091	$	492	$	8,524
Six Months Ended June 30, 2020	6,260		889		430		7,579

Southern Company Gas' Revenues
Gas
Distribution
Operations
Wholesale
Gas
Services(*)
Gas
Marketing
Services Other Total
(in millions)
Three Months Ended March 31, 2021 $ 1,192 $ 298 $ 195 $ 9 $ 1,694
Three Months Ended March 31, 2020 1,013 51 177 8 1,249


	Southern Company Gas' Revenues
	Gas Distribution Operations		Wholesale Gas Services(*)		Gas Marketing Services		Other		Total
	(in millions)
Three Months Ended June 30, 2021	$	706	$	(110)	$	64	$	17	$	677
Three Months Ended June 30, 2020	583		(19)		56		16		636
Six Months Ended June 30, 2021	$	1,898	$	188	$	259	$	26	$	2,371
Six Months Ended June 30, 2020	1,596		32		233		24		1,885

(*)The revenues for wholesale gas services are netted with costs associated with its energy and risk management activities. See "Southern Company Gas" herein for additional information.

~~Table of ContentsIndex to Financial Statements~~

~~NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)~~

~~(UNAUDITED)~~

Southern Company Gas

Southern Company Gas manages its business through 4 reportable segments – gas distribution operations, gas pipeline investments, wholesale gas services, and gas marketing services. The non-reportable segments are combined and presented as all other. See Note 15 to the financial statements in Item 8 of the Form 10-K under "Southern Company Gas" for additional information on the disposition activities described herein.

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 4 states.

Gas pipeline investments consists of joint ventures in natural gas pipeline investments including a 50% interest in SNG, a 20% ownership interest in the PennEast Pipeline project, 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. Gas pipeline investments also included a 5% ownership interest in the Atlantic Coast Pipeline construction project prior to its sale on March 24, 2020.

Wholesale gas services ~~provides~~(until the sale of Sequent on July 1, 2021) provided natural gas asset management and/or related logistics services for each of Southern Company Gas' utilities except Nicor Gas as well as for non-affiliated companies. The Virginia Natural Gas asset management agreement ended on March 31, 2021 and was not extended. Additionally, wholesale gas services ~~engages~~engaged in natural gas storage and gas pipeline arbitrage and related activities. See Note (K) under "Southern Company Gas" for information regarding the sale of Sequent ~~which is expected to be completed during the third quarter~~on July 1, 2021.

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 Jefferson Island through its sale on December 1, 2020 and Pivotal LNG through its sale on March 24, 2020.

Table of ContentsIndex to Financial Statements

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Business segment financial data for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 was as follows:


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

Three Months Ended March 31, 2021
Three Months Ended June 30, 2021																		Three Months Ended June 30, 2021
Operating revenues																		Operating revenues	$	710	$	8	$	(110)	$	64	$	672	$	11	$	(6)	$	677
Segment net income (loss)(b)																		Segment net income (loss)(b)	80		(36)		(112)		6		(62)		(3)		0		(65)
Six Months Ended June 30, 2021																		Six Months Ended June 30, 2021
Operating revenues																		Operating revenues	$	1,910	$	16	$	188	$	259	$	2,373	$	18	$	(20)	$	2,371
Segment net income (loss)(b)																		Segment net income (loss)(b)	263		(7)		14		62		332		1		0		333
Total assets at June 30, 2021																		Total assets at June 30, 2021	20,245		1,492		807		1,486		24,030		11,300		(12,095)		23,235
Three Months Ended June 30, 2020																		Three Months Ended June 30, 2020
Operating revenues	Operating revenues	$	1,200	$	8	$	298	$	195	$	1,701	$	7	$	(14)	$	1,694	Operating revenues	$	587	$	8	$	(19)	$	56	$	632	$	8	$	(4)	$	636
Segment net income (loss)	Segment net income (loss)	183		29		126		56		394		4		0		398		Segment net income (loss)	74		21		(23)		5		77		(6)		0		71
Total assets at March 31, 2021		20,161		1,596		939		1,553		24,249		11,477		(12,349)		23,377

Three Months Ended March 31, 2020
Six Months Ended June 30, 2020																		Six Months Ended June 30, 2020
Operating revenues	Operating revenues	$	1,020	$	8	$	51	$	177	$	1,256	$	8	$	(15)	$	1,249	Operating revenues	$	1,607	$	16	$	32	$	233	$	1,888	$	16	$	(19)	$	1,885
Segment net income (loss)	Segment net income (loss)	164		30		23		57		274		1		0		275		Segment net income (loss)	238		51		0		62		351		(5)		0		346
Total assets at December 31, 2020	Total assets at December 31, 2020	19,090		1,597		850		1,503		23,040		11,336		(11,746)		22,630		Total assets at December 31, 2020	19,090		1,597		850		1,503		23,040		11,336		(11,746)		22,630

~~(*)~~(a)The revenues for wholesale gas services are netted with costs associated with its energy and risk management activities. A reconciliation of operating revenues and intercompany revenues is shown in the following table.

Third Party Gross Revenues Intercompany Revenues Total Gross Revenues Less Gross Gas Costs Operating Revenues
(in millions)
Three Months Ended March 31, 2021 $ 2,588 $ 63 $ 2,651 $ 2,353 $ 298
Three Months Ended March 31, 2020 1,185 29 1,214 1,163 51


	Third Party Gross Revenues		Intercompany Revenues		Total Gross Revenues		Less Gross Gas Costs		Operating Revenues
	(in millions)
Three Months Ended June 30, 2021	$	1,292	$	27	$	1,319	$	1,429	$	(110)
Three Months Ended June 30, 2020	854		18		872		891		(19)
Six Months Ended June 30, 2021	$	3,881	$	90	$	3,971	$	3,783	$	188
Six Months Ended June 30, 2020	2,039		47		2,086		2,054		32

(b)For gas pipeline investments, includes a pre-tax impairment charge of $82 million ($58 million after tax) related to the equity method investment in the PennEast Pipeline project. See Notes (C) and (E) under "Other Matters – Southern Company Gas" and "Southern Company Gas," respectively, for additional information.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.


			Page
Combined Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview			8698
Results of Operations			88101
Southern Company			88101
Alabama Power			94110
Georgia Power			98115
Mississippi Power			~~102~~121
Southern Power			~~105~~125
Southern Company Gas			~~108~~129
Future Earnings Potential			~~116~~138
Accounting Policies			~~119~~142
Financial Condition and Liquidity			~~120~~143

The following Management's Discussion and Analysis of Financial Condition and Results of Operations is 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.

8597

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

OVERVIEW

Southern Company is a holding company that owns all of the common stock of three traditional electric operating companies (Alabama Power, Georgia Power, and Mississippi Power), as well as Southern Power and Southern Company Gas, and owns other direct and indirect subsidiaries. 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. Southern Company's reportable 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. Southern Company Gas' reportable segments are gas distribution operations, gas pipeline investments, wholesale gas services (through June 30, 2021), and gas marketing services. See ~~Note~~Notes (K) and (L) to the Condensed Financial Statements herein for additional information on the sale of Sequent and segment ~~reporting.~~reporting, respectively. For additional information on the Registrants' primary business activities, see BUSINESS – "The Southern Company System" in Item 1 of the Form 10-K.

The Registrants continue to focus on several key performance indicators. For the traditional electric operating companies and Southern Company Gas, these indicators include, but are not limited to, customer satisfaction, plant availability, electric and natural gas system reliability, and execution of major construction projects. For Southern Power, these indicators include, but are not limited to, the equivalent forced outage rate and contract availability to evaluate operating results and help ensure its ability to meet its contractual commitments to customers. In addition, Southern Company and the Subsidiary Registrants focus on earnings per share and net income, respectively, as a key performance indicator.

Recent Developments

Georgia Power

Plant Vogtle Unit 3 and Common Facilities Rate Proceeding

On June 15, 2021, Georgia Power filed an application with the Georgia PSC to adjust retail base rates to include a portion of costs related to its investment in Plant Vogtle Unit 3 and common facilities shared between Plant Vogtle Units 3 and 4, as well as the related costs of operation. The request includes an annual rate increase totaling approximately $370 million to be effective the month after Unit 3 is placed in service, which will be partially offset by a decrease in the NCCR tariff of approximately $116 million expected to be effective January 1, 2022. In addition, an estimated $45 million of fuel cost savings related to Unit 3 is already incorporated in Georgia Power's current fuel cost recovery rates. The Georgia PSC is scheduled to issue a final order in this proceeding on November 2, 2021. The ultimate outcome of this matter cannot be determined at this time. See Note (B) to the Condensed Financial Statements under "Georgia Power – Plant Vogtle Unit 3 and Common Facilities Rate Proceeding" herein for additional information.

Plant Vogtle Units 3 and 4 Construction and Start-Up Status

Construction continues on Plant Vogtle Units 3 and 4 (with electric generating capacity of approximately 1,100 MWs each), in which Georgia Power holds a 45.7% ownership interest. Georgia Power's share of the total project capital cost forecast to complete Plant Vogtle Units 3 and 4, ~~by December 2021~~including contingency, through June 2022 and ~~November 2022,~~March 2023, respectively, is ~~$8.76~~$9.22 billion.

Georgia Power estimates the productivity impacts of the COVID-19 pandemic have consumed approximately three to four months of schedule margin previously embedded in the site work plan for Unit 3 and Unit 4. In addition, throughout 2020, the project continued to face challenges as described in Note (B) to the Condensed Financial Statements under "Georgia Power – Nuclear Construction" herein. As a result of these factors, in January 2021, Southern Nuclear further extended certain milestone dates, including the start of hot functional testing and fuel load for Unit 3, from those established in October 2020.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (Continued)

Following the January 2021 milestone extensions, Southern Nuclear has been performing additional construction remediation work ~~primarily related to electrical commodity installations,~~ necessary to ensure quality and design standards are met as system turnovers are completed to support hot functional testing and fuel load for Unit 3. Hot functional testing ~~commenced~~for Unit 3 was completed in ~~late April~~July 2021. As a result of challenges including, but not limited to, construction productivity, construction remediation work, the pace of system turnovers, spent fuel pool repairs, and the timeframe and duration for hot functional and other testing, at the end of the second quarter 2021, ~~and~~Southern Nuclear further extended certain milestone dates, including the fuel load for Unit 3, from those established in January 2021. The site work plan currently targets fuel load for Unit 3 in the ~~third~~fourth quarter 2021 and an in-service date of ~~December 2021.~~March 2022. As the site work plan includes minimal margin to these milestone dates, ~~any delay could result in~~ an in-service date in the ~~first~~second quarter 2022 for Unit ~~3. Achievement~~3 is projected, although any further delays could result in a later in-service date.

~~Table of ContentsIndex to Financial Statements~~

~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION~~

~~AND RESULTS OF OPERATIONS (Continued)~~

and construction remediation work. Georgia Power increased its total capital cost forecast as of March 31, 2021 by adding $48 million to the remaining construction contingency. Considering the factors above, during the second quarter 2021, all of the remaining construction contingency previously established and an additional $341 million was assigned to the base capital cost forecast for costs primarily associated with the schedule extensions for Units 3 and 4 described above, construction remediation work for Unit 3, and construction productivity and support resources for Units 3 and 4. Georgia Power also increased its total capital cost forecast as of June 30, 2021 by adding $119 million to replenish construction contingency.

The ultimate impact of the COVID-19 pandemic and other factors on the construction schedule and budget for Plant Vogtle Units 3 and 4 cannot be determined at this time. See Note (B) to the Condensed Financial Statements under "Georgia Power – Nuclear Construction" herein for additional information.

Mississippi Power

On March 15, 2021, Mississippi Power submitted its annual retail PEP filing for 2021 to the Mississippi PSC, which requested a 1.8%, or approximately $16 million, annual increase in revenues. In accordance with the PEP rate schedule, the rate increase became effective with the first billing cycle of April 2021, subject to refund.~~The Mississippi PSC is expected to rule on this request later in the second quarter 2021. The ultimate outcome of this matter cannot be determined at this time.~~

On April 15, 2021, Mississippi Power filed its 2021 IRP with the Mississippi PSC. The filing includes a schedule to retire Plant Watson Unit 4 (268 MWs) and Mississippi Power's 40% ownership interest in Plant Greene County Units 1 and 2 (103 MWs each) in December 2023, 2025, and 2026, respectively, consistent with each unit's remaining useful life in the most recent approved depreciation studies. In addition, the schedule reflects the early retirement of Mississippi Power's 50% undivided ownership interest in Plant Daniel Units 1 and 2 (502 MWs) by the end of 2027. If no deficiencies are noted that would require re-evaluation or resubmission of the IRP, the

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (Continued)

Mississippi PSC's review period will conclude on August 13, 2021. The ultimate outcome of this matter cannot be determined at this time.

During the first half of 2021, the Mississippi PSC approved the following rate changes related to Mississippi Power's annual rate filings for 2021:

•an annual increase in revenues related to the ad valorem tax adjustment factor of approximately $28 million, which became effective with the first billing cycle of May 2021,

•an annual increase in revenues related to PEP of approximately $16 million, or 1.8%, which became effective with the first billing cycle of April 2021 in accordance with the PEP rate schedule, and

•an annual decrease in revenues related to the ECO Plan of approximately $9 million, which became effective with the first billing cycle of July 2021.

See Note (B) to the Condensed Financial Statements under "Mississippi Power" herein for additional information.

Southern Power

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, Southern Power continued construction of the 88-MW Garland and 72-MW Tranquillity battery energy storage facilities and the 118-MW Glass Sands wind facility. On March 26, 2021, Southern Power purchased a controlling membership interest in the approximately 300-MW Deuel Harvest wind facility located in Deuel County, South Dakota from Invenergy Renewables, LLC. See Note (K) to the Condensed Financial Statements under "Southern Power" herein for additional information.

At ~~March 31,~~June 30, 2021, Southern Power's average investment coverage ratio for its generating assets, including those owned with various partners, based on the ratio of investment under contract to total investment using the respective generation facilities' net book value (or expected in-service value for facilities under construction) as the investment amount was 93% through 2025 and ~~90%~~91% through 2030, with an average remaining contract duration of approximately 14 years.

~~Table of ContentsIndex to Financial Statements~~

~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION~~

~~AND RESULTS OF OPERATIONS (Continued)~~

Southern Company Gas

On April 28, 2021, Atlanta Gas Light filed its first Integrated Capacity and Delivery Plan (i-CDP) with the Georgia PSC, which includes a series of ongoing and proposed pipeline safety, reliability, and growth programs for the next 10 years, as well as the required capital investments and related costs to implement the programs. The ~~i-CDP~~Georgia PSC is scheduled to vote on this matter in November 2021.

On May 10, 2021, Virginia Natural Gas, the Virginia Commission staff, and other intervenors entered into a stipulation agreement related to Virginia Natural Gas' June 2020 general rate case filing, which allows for a $43 million increase in annual base rate revenues, including $14 million related to the recovery of investments under the SAVE program, based on a ROE of 9.5% and an equity ratio of 51.9%. On July 8, 2021, the hearing examiner issued a report recommending adoption of the stipulation agreement. The Virginia Commission is expected to rule on this matter by September 2021. Interim rate adjustments became effective as of November 1, 2020, subject to ~~a five-month review period, which may be extended.~~ refund, based on Virginia Natural Gas' original request for an increase of approximately $50 million.

On July 21, 2021, Atlanta Gas Light filed its annual GRAM filing with the Georgia PSC requesting an annual base rate increase of $49 million. Resolution of the GRAM filing is expected by December 31, 2021, with the new rates to become effective January 1, 2022.

See Note (B) to the Condensed Financial Statements under "Southern Company Gas" herein for additional information. The ultimate outcome of these matters cannot be determined at this time.

~~Also on April 28,~~During the second quarter 2021, ~~certain affiliates of~~ Southern Company Gas ~~entered into an agreement~~recorded a pre-tax impairment charge of $82 million ($58 million after tax) related to its equity method investment in the PennEast Pipeline project. See Notes (C) and (E) to

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the Condensed Financial Statements herein under "Other Matters – Southern Company Gas" and "Southern Company Gas," respectively, for additional information.

On July 1, 2021, Southern Company Gas affiliates completed the sale of ~~Sequent.~~Sequent to Williams Field Services Group for a total cash purchase price of $150 million, including estimated working capital adjustments. The preliminary gain associated with the transaction is approximately $90 million, which will be recorded in the third quarter 2021. See Note (K) to the Condensed Financial Statements under "Southern Company Gas" herein for additional information.

~~The ultimate outcome of these matters cannot be determined at this time.~~

RESULTS OF OPERATIONS

Southern Company

Net Income

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$267 30.8


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$(240)	(39.2)	$28	1.9

Consolidated net income attributable to Southern Company was ~~$1.1 billion~~$372 million ($~~1.07~~0.35 per share) infor the ~~first~~second quarter 2021 compared to ~~$0.9~~$612 million ($0.58 per share) for the corresponding period in 2020. The decrease was primarily due to a $232 million increase in after-tax charges related to the construction of Plant Vogtle Units 3 and 4 at Georgia Power and an after-tax impairment charge related to the PennEast Pipeline project at Southern Company Gas, partially offset by a decrease in after-tax leveraged lease impairment charges. The decrease was also due to higher non-fuel operations and maintenance costs, partially offset by higher retail electric revenues associated with rates and pricing and sales growth.

Consolidated net income attributable to Southern Company was $1.51 billion ($~~0.82~~1.42 per share) for year-to-date 2021 compared to $1.48 billion ($1.40 per share) for the corresponding period in 2020. The increase was primarily due to increases in both natural gas revenues and retail electric revenues ~~primarily~~ associated with colder weather in the first quarter 2021 as compared to the ~~first quarter~~corresponding period in 2020, ~~partially~~higher retail electric revenues associated with rates and pricing and sales growth, and higher wholesale electric capacity revenues, largely offset by higher ~~cost~~non-fuel operations and maintenance costs and the net impact of ~~natural gas.~~the charges in the second quarter 2021 and 2020, as described previously.

Retail Electric Revenues

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$264 8.6


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$417	13.1	$681	10.9

In the ~~first~~second quarter 2021, retail electric revenues were ~~$3.3~~$3.6 billion compared to ~~$3.1~~$3.2 billion for the corresponding period in 2020. For year-to-date 2021, retail electric revenues were $6.9 billion compared to $6.3 billion for the corresponding period in 2020.

~~Details of the changes in retail electric revenues were as follows:~~

First Quarter 2021
(in millions) (% change)
Retail electric – prior year $ 3,078
Estimated change resulting from –
Rates and pricing 25 0.8 %
Sales decline (15) (0.5)
Weather 89 2.9
Fuel and other cost recovery 165 5.4
Retail electric – current year $ 3,342 8.6 %

Revenues associated with changes in rates and pricing increased in the first quarter 2021 when compared to the corresponding period in 2020 primarily due to an increase in Alabama Power's Rate RSE effective January 1, 2021, partially offset by decreases in Georgia Power's NCCR tariff effective January 1, 2021 and in Mississippi Power's base rates effective in April 2020. See Note 2 to the financial statements under "Alabama Power – Rate RSE" and

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AND RESULTS OF OPERATIONS (Continued)

~~"Mississippi~~Details of the changes in retail electric revenues were as follows:


	Second Quarter 2021				Year-To-Date 2021
	(in millions)		(% change)		(in millions)		(% change)
Retail electric – prior year	$	3,182			$	6,260
Estimated change resulting from –
Rates and pricing	112		3.5	%	137		2.2	%
Sales growth	86		2.7		72		1.2
Weather	18		0.6		106		1.7
Fuel and other cost recovery	201		6.3		366		5.8
Retail electric – current year	$	3,599	13.1	%	$	6,941	10.9	%

Revenues associated with changes in rates and pricing increased in the second quarter and year-to-date 2021 when compared to the corresponding periods in 2020 primarily due to an increase in Alabama Power's Rate RSE effective January 1, 2021 and increases at Georgia Power resulting from higher contributions by commercial and industrial customers with variable demand-driven pricing, higher pricing effects associated with decreased residential customer usage, and increased ECCR tariff revenues associated with higher KWH sales, partially offset by decreases in the NCCR tariff effective January 1, 2021. See Note 2 to the financial statements under "Alabama Power – ~~2019 Base~~ Rate ~~Case"~~RSE" in Item 8 of the Form 10-K and Note (B) to the Condensed Financial Statements under "Georgia Power – Nuclear Construction – Regulatory Matters" herein for additional information.

Revenues attributable to changes in sales ~~decreased~~increased in the ~~first~~second quarter and year-to-date 2021 when compared to the corresponding ~~period~~periods in ~~2020 primarily driven by continued impacts of the COVID-19 pandemic.~~2020. Weather-adjusted residential KWH sales ~~increased 1.1%~~decreased 2.0% and 0.4% in the ~~first~~second quarter and year-to-date 2021, respectively, when compared to the corresponding ~~period~~periods in 2020 as customer usage decreased, primarily due to shelter-in-place orders in effect during 2020, partially offset by customer growth. Weather-adjusted commercial KWH sales ~~decreased 3.1%~~increased 8.7% and 2.7% in the ~~first~~second quarter and year-to-date 2021, respectively, and industrial KWH sales increased 11.7% and 4.0% in the second quarter and year-to-date 2021, respectively, when compared to the corresponding ~~period~~periods in 2020, primarily due to ~~lower customer usage resulting from changes in consumer and business behavior in response to~~ the ~~COVID-19 pandemic. Industrial KWH sales decreased 3.0% in the first quarter 2021 when compared to the corresponding period in 2020 primarily as a result~~negative impact of ~~disruptions in supply chain and business operations related to~~ the COVID-19 pandemic ~~non-pandemic related customer closures, and maintenance outages.~~on energy demand in 2020.

Fuel and other cost recovery revenues increased ~~$165~~$201 million and $366 million in the ~~first~~second quarter and year-to-date 2021, respectively, compared to the corresponding ~~period~~periods in 2020 primarily due to higher fuel and purchased power costs. Electric rates for the traditional electric operating companies include provisions to adjust billings for fluctuations in fuel costs, including the energy component of purchased power costs. Under these provisions, fuel revenues generally equal fuel expenses, including the energy component of PPA costs, and do not affect net income. The traditional electric operating companies each have one or more regulatory mechanisms to recover other costs such as environmental and other compliance costs, storm damage, new plants, and PPA capacity costs.

Wholesale Electric Revenues

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$127 30.4


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$74	15.7	$202	22.7

Wholesale electric revenues consist of revenues from PPAs and short-term opportunity sales. Wholesale electric revenues from PPAs (other than solar and wind PPAs) have both capacity and energy components. Capacity revenues generally represent the greatest contribution to net income and are designed to provide recovery of fixed costs plus a return on investment. Energy revenues will vary depending on fuel prices, the market prices of wholesale energy compared to the Southern Company system's generation, demand for energy within the Southern Company system's electric service territory, and the availability of the Southern Company system's generation. Increases and decreases in energy revenues that are driven by fuel prices are accompanied by an increase or

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AND RESULTS OF OPERATIONS (Continued)

decrease in fuel costs and do not have a significant impact on net income. Energy sales from solar and wind PPAs do not have a capacity charge and customers either purchase the energy output of a dedicated renewable facility through an energy charge or through a fixed price related to the energy. As a result, the ability to recover fixed and variable operations and maintenance expenses is dependent upon the level of energy generated from these facilities, which can be impacted by weather conditions, equipment performance, transmission constraints, and other factors. Wholesale electric revenues at Mississippi Power include FERC-regulated municipal and rural association sales under cost-based tariffs as well as market-based sales. Short-term opportunity sales are made at market-based rates that generally provide a margin above the Southern Company system's variable cost to produce the energy.

In the ~~first~~second quarter 2021, wholesale electric revenues were ~~$545~~$546 million compared to ~~$418~~$472 million for the corresponding period in 2020. ~~The increase reflects an increase of $102 million~~For year-to-date 2021, wholesale electric revenues were $1.1 billion compared to $0.9 billion for the corresponding period in 2020. Increases in energy revenues ~~primarily resulting from~~of $51 million and $153 million for the second quarter and year-to-date 2021, respectively, reflect higher natural gas prices when compared to the corresponding ~~period~~periods in 2020. In addition, ~~an increase~~increases in capacity revenues of ~~$25~~$23 million ~~was~~and $49 million for the second quarter and year-to-date 2021, respectively, primarily ~~due to~~resulted from a power sales agreement at Alabama Power ~~which~~that began in September 2020 and new natural gas PPAs at Southern ~~Power.~~Power that began subsequent to the second quarter 2020.

Other Electric Revenues


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$7	4.2	$26	8.1

For year-to-date 2021, other electric revenues were $346 million compared to $320 million for the corresponding period in 2020. The increase was primarily due to increases of $16 million in customer fees largely resulting from the COVID-19 pandemic-related temporary suspensions of disconnections and late fees in 2020 for the traditional electric operating companies, $5 million related to outdoor lighting sales at Georgia Power, and $3 million in transmission services.

Natural Gas Revenues


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$41	6.4	$486	25.8

In the second quarter 2021, natural gas revenues were $677 million compared to $636 million for the corresponding period in 2020. For year-to-date 2021, natural gas revenues were $2.4 billion compared to $1.9 billion for the corresponding period in 2020.

Details of the changes in natural gas revenues were as follows:


	Second Quarter 2021				Year-To-Date 2021
	(in millions)		(% change)		(in millions)		(% change)
Natural gas revenues – prior year	$	636			$	1,885
Estimated change resulting from –
Infrastructure replacement programs and base rate changes	41		6.4	%	81		4.3	%
Gas costs and other cost recovery	88		13.8		240		12.7

Wholesale gas services	(91)		(14.3)		156		8.3
Other	3		0.5		9		0.5
Natural gas revenues – current year	$	677	6.4	%	$	2,371	25.8	%

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~~Other Electric Revenues~~

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$19 12.6

In the first quarter 2021, other electric revenues were $170 million compared to $151 million for the corresponding period in 2020. The increase was primarily due to increases of $9 million in transmission services, $3 million in customer fees at the traditional electric operating companies, and $3 million in outdoor lighting at Georgia Power.

~~Natural Gas Revenues~~

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$445 35.6

~~In the first quarter 2021, natural gas revenues were $1.7 billion compared to $1.2 billion for the corresponding period in 2020.~~

~~Details of the changes in natural gas revenues were as follows:~~

First Quarter 2021
(in millions) (% change)
Natural gas revenues – prior year $ 1,249
Estimated change resulting from –
Infrastructure replacement programs and base rate changes 38 3.0 %
Gas costs and other cost recovery 152 12.2
Wholesale gas services 247 19.8
Other 8 0.6
Natural gas revenues – current year $ 1,694 35.6 %

Revenues from infrastructure replacement programs and base rate changes at the natural gas distribution utilities increased in the ~~first~~second quarter and year-to-date 2021 compared to the corresponding ~~period~~periods in 2020 primarily due to rate increases at Atlanta Gas Light, Virginia Natural Gas, and Chattanooga Gas and continued investment in infrastructure replacement. See Note 2 to the financial statements under "Southern Company Gas – Rate Proceedings" in Item 8 of the Form 10-K for additional information.

Revenues associated with gas costs and other cost recovery increased in the ~~first~~second quarter and year-to-date 2021 compared to the corresponding ~~period~~periods in 2020 primarily due to higher volumes sold and higher gas cost recovery. Natural gas distribution rates include provisions to adjust billings for fluctuations in natural gas costs. Therefore, gas costs recovered through natural gas revenues generally equal the amount expensed in cost of natural gas and do not affect net income from the natural gas distribution utilities.

Revenues from Southern Company Gas' wholesale gas services business ~~increased~~decreased in the ~~first~~second quarter 2021 compared to the corresponding period in 2020 due to derivative losses, partially offset by higher commercial activities. Revenues from wholesale gas services increased for year-to-date 2021 compared to the corresponding period in 2020 due to higher volumes sold and higher commercial activities as a result of Winter Storm Uri, partially offset by derivative losses. See Note (K) to the Condensed Financial Statements under "Southern Company Gas" herein for information regarding the sale of Sequent ~~which is expected to be completed during the third quarter~~on July 1, 2021.

~~Table of ContentsIndex to Financial Statements~~

~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION~~

~~AND RESULTS OF OPERATIONS (Continued)~~

Other Revenues

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$37 30.3


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$39	24.1	$75	26.4

In the ~~first~~second quarter 2021, other revenues were ~~$159~~$201 million compared to ~~$122~~$162 million for the corresponding period in 2020. For year-to-date 2021, other revenues were $359 million compared to $284 million for the corresponding period in 2020. The ~~increase~~increases for the second quarter and year-to-date 2021 were primarily ~~relates~~due to ~~a $24~~increases of $28 million ~~increase~~and $38 million, respectively, in unregulated sales of products and services at Alabama Power and Georgia Power and increases of $15 million and $32 million, respectively, in distributed infrastructure ~~and energy efficiency~~ projects at ~~PowerSecure and an increase of $10 million in unregulated sales associated with power delivery construction and maintenance contracts at Georgia Power.~~PowerSecure.

Fuel and Purchased Power Expenses


		First Quarter 2021 vs. First Quarter 2020			Second Quarter 2021 vs. Second Quarter 2020					Year-To-Date 2021 vs. Year-To-Date 2020
			(change in millions)			(% change)		(change in millions)		(% change)	(change in millions)		(% change)
Fuel	Fuel		$	212		33.3	Fuel	$	227	36.6	$	439	34.9
Purchased power	Purchased power		26			14.4	Purchased power	17		8.5	43		11.3
Total fuel and purchased power expenses	Total fuel and purchased power expenses		$	238			Total fuel and purchased power expenses	$	244		$	482

In the ~~first~~second quarter 2021, total fuel and purchased power expenses were $1.1 billion compared to $0.8 billion for the corresponding period in 2020. The increase was primarily the result of a ~~$159~~$163 million increase in the average cost of fuel and purchased power and an $81 million net increase in the volume of KWHs generated and purchased.

For year-to-date 2021, total fuel and purchased power expenses were $2.1 billion compared to $1.6 billion for the corresponding period in 2020. The increase was primarily the result of a $322 million increase in the average cost of fuel and purchased power and a ~~$79~~$160 million net increase in the volume of KWHs generated and purchased.

Fuel and purchased power energy transactions at the traditional electric operating companies are generally offset by fuel revenues and do not have a significant impact on net income. See Note 2 to the financial statements in Item 8 of the Form 10-K for additional information. Fuel expenses incurred under Southern Power's PPAs are generally the responsibility of the counterparties and do not significantly impact net income.

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AND RESULTS OF OPERATIONS (Continued)

Details of the Southern Company system's generation and purchased power were as follows:


		First Quarter 2021	First Quarter 2020		Second Quarter 2021	Second Quarter 2020	Year-To-Date 2021	Year-To-Date 2020
Total generation (in billions of KWHs)(a)	Total generation (in billions of KWHs)(a)	43	42	Total generation (in billions of KWHs)(a)	43	41	86	82
Total purchased power (in billions of KWHs)	Total purchased power (in billions of KWHs)	4	5	Total purchased power (in billions of KWHs)	4	4	8	9
Sources of generation (percent)(a) —	Sources of generation (percent)(a) —			Sources of generation (percent)(a) —
Gas	Gas	46	53	Gas	47	55	46	54
Coal	Coal	24	14	Coal	22	19	23	19
Nuclear	Nuclear	17	18	Nuclear	18	12	18	13
Hydro	Hydro	5	8	Hydro	4	5	4	6
Wind, Solar, and Other	Wind, Solar, and Other	8	7	Wind, Solar, and Other	9	9	9	8
Cost of fuel, generated (in cents per net KWH)—	Cost of fuel, generated (in cents per net KWH)—			Cost of fuel, generated (in cents per net KWH)—
Gas(a)	Gas(a)	2.55	1.95	Gas(a)	2.58	1.89	2.56	1.92
Coal				Coal	2.87	2.96	2.85	2.92
Nuclear	Nuclear	0.75	0.78	Nuclear	0.75	0.78	0.75	0.78
Coal		2.82	2.88
Average cost of fuel, generated (in cents per net KWH)(a)	Average cost of fuel, generated (in cents per net KWH)(a)	2.26	1.86	Average cost of fuel, generated (in cents per net KWH)(a)	2.28	1.79	2.27	1.82
Average cost of purchased power (in cents per net KWH)(b)	Average cost of purchased power (in cents per net KWH)(b)	5.10	3.90	Average cost of purchased power (in cents per net KWH)(b)	5.65	4.74	5.37	4.30

(a)~~First~~Second quarter and year-to-date 2021 excludes Central Alabama Generating Station KWHs and associated cost of fuel as its fuel is provided by the purchaser under a power sales agreement. See Note 15 to the financial statements under "Alabama Power" in Item 8 of the Form 10-K for additional information.

(b)Average cost of purchased power includes fuel purchased by the Southern Company system for tolling agreements where power is generated by the provider.

~~Table of ContentsIndex to Financial Statements~~

~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION~~

~~AND RESULTS OF OPERATIONS (Continued)~~

Fuel

In the ~~first~~second quarter 2021, fuel expense was $848 million compared to ~~$636~~$621 million for the corresponding period in 2020. The increase was primarily due to an 84.8% increase in the volume of KWHs generated by coal and a 36.5% increase in the average cost of natural gas per KWH generated, partially offset by an 8.6% decrease in the volume of KWHs generated by natural gas.

For year-to-date 2021, fuel expense was $1.7 billion compared to $1.3 billion for the corresponding period in 2020. The increase was primarily due to an 81.8% increase in the volume of KWHs generated by coal, a 27.6% decrease in the volume of KWHs generated by hydro, and a 33.3% increase in the average cost of natural gas per KWH generated, partially offset by an 8.9% decrease in the volume of KWHs generated by natural gas.

Purchased Power

In the second quarter 2021, purchased power expense was $217 million compared to $200 million for the corresponding period in 2020. The increase was primarily due to a 79.2% increase in the volume of KWHs generated by coal, a 43.4% decrease in the volume of KWHs generated by hydro, and a 30.8% increase in the average cost of natural gas per KWH generated, partially offset by a 9.1% decrease in the volume of KWHs generated by natural gas and a 2.1% decrease in the average cost of coal per KWH generated.

~~Purchased Power~~

~~In the first quarter 2021, purchased power expense was $207 million compared to $181 million for the corresponding period in 2020. The increase was primarily due to a 30.8%~~19.2% increase in the average cost per KWH purchased primarily due to higher natural gas prices, partially offset by ~~an 8.4%~~a 4.5% decrease in the volume of KWHs purchased.

For year-to-date 2021, purchased power expense was $424 million compared to $381 million for the corresponding period in 2020. The increase was primarily due to a 24.9% increase in the average cost per KWH purchased primarily due to higher natural gas prices, partially offset by a 6.6% decrease in the volume of KWHs purchased.

Energy purchases will vary depending on demand for energy within the Southern Company system's electric service territory, the market prices of wholesale energy as compared to the cost of the Southern Company system's generation, and the availability of the Southern Company system's generation.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (Continued)

Cost of Natural Gas

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$144 32.8


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$87	60.4	$231	39.6

Excluding Atlanta Gas Light, which does not sell natural gas to end-use customers, natural gas distribution rates include provisions to adjust billings for fluctuations in natural gas costs. Therefore, gas costs recovered through natural gas revenues generally equal the amount expensed in cost of natural gas and do not affect net income from the natural gas distribution utilities. Cost of natural gas at the natural gas distribution utilities represented ~~86%~~87% of total cost of natural gas for both the ~~first~~second quarter and year-to-date 2021.

In the ~~first~~second quarter 2021, cost of natural gas was ~~$583~~$231 million compared to ~~$439~~$144 million for the corresponding period in 2020. The increase reflects higher gas cost recovery and a 65.0% increase in natural gas prices in the second quarter 2021 compared to the corresponding period in 2020.

For year-to-date 2021, cost of natural gas was $814 million compared to $583 million for the corresponding period in 2020. The increase reflects higher volumes sold due to colder weather and higher gas cost recovery ~~in the first quarter~~for year-to-date 2021 compared to the corresponding period in 2020. The increase also reflects a ~~38%~~50.6% increase in natural gas prices ~~in the first quarter~~for year-to-date 2021 compared to the corresponding period in 2020.

Cost of Other Sales

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$27 49.1


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$29	39.2	$56	43.4

In the ~~first~~second quarter 2021, cost of other sales was ~~$82~~$103 million compared to ~~$55~~$74 million for the corresponding period in 2020. For year-to-date 2021, cost of other sales was $185 million compared to $129 million for the corresponding period in 2020. The ~~increase~~increases for second quarter and year-to-date 2021 primarily ~~relates~~relate to ~~a $14~~increases of $16 million ~~increase in distributed infrastructure~~ and ~~energy efficiency projects at PowerSecure and an increase of $8~~$23 million, respectively, in unregulated power delivery construction and maintenance ~~contracts~~projects at Georgia ~~Power.~~Power and $12 million and $22 million, respectively, in distributed infrastructure projects at PowerSecure.

Other Operations and Maintenance Expenses

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$76 5.9


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$235	19.5	$312	12.5

In the ~~first~~second quarter 2021, other operations and maintenance expenses were ~~$1.37~~$1.4 billion compared to ~~$1.30~~$1.2 billion for the corresponding period in 2020. The increase reflects ~~a $55~~increases of $68 million in scheduled generation outage and maintenance expenses, $44 million in transmission and distribution expenses, including $11 million of reliability NDR credits at Alabama Power, and $16 million in compliance and environmental expenses at the traditional electric operating companies. These increases reflect the impacts of cost containment activities implemented for 2020 during the COVID-19 pandemic. Also contributing to the increase was an increase of $46 million in ~~employee~~ compensation and benefit expenses.

For year-to-date 2021, other operations and maintenance expenses were $2.8 billion compared to $2.5 billion for the corresponding period in 2020. The increase reflects increases of $58 million in scheduled generation outage and maintenance expenses, $52 million in transmission and distribution expenses, including $22 million of reliability NDR credits at Alabama Power, and $15 million in compliance and environmental expenses at the traditional electric operating companies. These increases reflect the impacts of cost containment activities implemented for

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2020 during the COVID-19 pandemic. Also contributing to the increase was an increase of $101 million in compensation and benefit expenses ~~primarily at Southern Company Gas,~~ and ~~a $15~~an $18 million decrease in nuclear property insurance ~~refunds at Alabama Power and Georgia Power.~~refunds.

Depreciation and Amortization

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$14 1.6


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$18	2.1	$32	1.8

In the ~~first~~second quarter 2021, depreciation and amortization was ~~$871~~$891 million compared to ~~$857~~$873 million for the corresponding period in 2020. For year-to-date 2021, depreciation and amortization was $1.8 billion compared to $1.7 billion for the corresponding period in 2020. The ~~increase~~increases for the second quarter and year-to-date 2021 primarily ~~reflects a $37~~reflect increases of $42 million ~~increase~~and $79 million, respectively, in depreciation associated with additional plant in service, partially offset by decreased amortization of regulatory assets related to CCR AROs of $22 million and $44 million, respectively, under the terms of Georgia Power's 2019 ARP. See Note (B) to the Condensed Financial Statements under "Georgia Power – Rate Plan" herein and Note 2 to the financial statements under "Georgia Power – Rate Plans – 2019 ARP" in Item 8 of the Form 10-K for additional information regarding Georgia Power's recovery of costs associated with CCR AROs.

Taxes Other Than Income Taxes

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$15 4.5


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$15	5.0	$28	4.5

In the ~~first~~second quarter 2021, taxes other than income taxes were ~~$345~~$313 million compared to ~~$330~~$298 million for the corresponding period in 2020. The increase primarily reflects ~~increased~~increases at Georgia Power of $9 million in property taxes primarily from higher assessed values, including the impact of Plant Vogtle Units 3 and an4 construction, and $7 million in municipal franchise fees largely related to higher retail revenues.

For year-to-date 2021, taxes other than income taxes were $657 million compared to $629 million for the corresponding period in 2020. The increase primarily reflects increases of $18 million in property taxes primarily from higher assessed values, including the impact of Plant Vogtle Units 3 and 4 construction, and $10 million in revenue tax expenses as a result of higher natural gas revenues at Southern Company Gas.

Estimated Loss on Plant Vogtle Units 3 and 4

~~First Quarter 2021 vs. First Quarter 2020~~

~~(change in millions)~~

~~(% change)~~

~~$48~~

~~N/M~~

~~N/M - Not meaningful~~


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$311	208.7	$359	240.9

In the ~~first~~second quarter 2021 anand 2020, estimated probable ~~loss~~losses on Plant Vogtle Units 3 and 4 of ~~$48~~$460 million ~~was~~and $149 million, respectively, were recorded at Georgia ~~Power~~Power. For year-to-date 2021 and 2020, estimated probable losses on Plant Vogtle Units 3 and 4 of $508 million and $149 million, respectively, were recorded at Georgia Power. These losses reflect revisions to ~~reflect its revised~~the total project capital cost forecast to complete construction and start-up of Plant Vogtle Units 3 and 4. See Note (B) to the Condensed Financial Statements ~~under "Georgia Power – Nuclear Construction" herein for additional information.~~

~~(Gain) Loss on Dispositions, Net~~

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$5 12.8

In the first quarter 2021, (gain) loss on dispositions, net was $44 million compared to $39 million for the corresponding period in 2020. The first quarter 2021 amount includes $39 million in gains at Southern Power, primarily from contributions of wind turbine equipment to various equity method investments, and $4 million in gains from property sales at Alabama Power. In the first quarter 2020, Southern Power recorded a $39 million gain related to the sale of Plant Mankato. See Notes (E) and (K) to the Condensed Financial Statements under "Southern Power" herein and Note 152 to the financial statements ~~under "Southern Power – Sales of Natural Gas and Biomass Plants"~~ in Item 8 of the Form 10-K under "Georgia Power – Nuclear Construction" for additional information.

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AND RESULTS OF OPERATIONS (Continued)

(Gain) Loss on Dispositions, Net

Second Quarter 2021 vs. Second Quarter 2020

Year-To-Date 2021 vs. Year-To-Date 2020

(change in millions)

(% change)

(change in millions)

(% change)

$11

N/M

$15

38.5

N/M - Not meaningful

In the second quarter 2021, gain on dispositions, net was $11 million compared to an immaterial loss for the corresponding period in 2020. The increase primarily reflects $6 million in gains at Alabama Power primarily from property sales and a $5 million gain on the sale of Pivotal LNG at Southern Company Gas.

For year-to-date 2021, gain on dispositions, net was $54 million compared to $39 million for the corresponding period in 2020. The increase primarily reflects $39 million in gains at Southern Power, primarily from contributions of wind turbine equipment to various equity method investments, $10 million in gains at Alabama Power primarily from property sales, and a $6 million gain on the sale of Pivotal LNG at Southern Company Gas, partially offset by a $39 million gain at Southern Power related to the sale of Plant Mankato in the first quarter 2020.

See Note (E) to the Condensed Financial Statements under "Southern Power" herein, Note (K) to the Condensed Financial Statements under "Southern Power" and "Southern Company Gas" herein, and Note 15 to the financial statements under "Southern Power – Sales of Natural Gas and Biomass Plants" and "Southern Company Gas – Sale of Pivotal LNG and Atlantic Coast Pipeline" in Item 8 of the Form 10-K for additional information.

Allowance for Equity Funds Used During Construction

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$12 35.3


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$10	28.6	$22	32.4

In the ~~first~~second quarter 2021, allowance for equity funds used during construction was ~~$46~~$45 million compared to ~~$34~~$35 million for the corresponding period in 2020. For year-to-date 2021, allowance for equity funds used during construction was $90 million compared to $68 million for the corresponding period in 2020. The ~~increase was~~increases were primarily due to ~~an increase in AFUDC equity~~increases at Georgia Power, primarily associated with the construction of Plant Vogtle Units 3 and 4. See Note (B) to the Condensed Financial Statements under "Georgia Power – Nuclear Construction" herein for additional information regarding Plant Vogtle Units 3 and 4.

~~Other Income (Expense), Net~~Earnings (Loss) from Equity Method Investments

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$(45) (43.7)

Second Quarter 2021 vs. Second Quarter 2020

Year-To-Date 2021 vs. Year-To-Date 2020

(change in millions)

(% change)

(change in millions)

(% change)

$(70)

N/M

$(67)

N/M

N/M - Not meaningful

In the ~~first~~second quarter 2021, ~~other income (expense), net~~loss from equity method investments was ~~$58~~$40 million compared to ~~$103~~earnings of $30 million for the corresponding period in 2020. For year-to-date 2021, earnings from equity method investments were $5 million compared to $72 million for the corresponding period in 2020. The ~~decrease was~~decreases were primarily due to ~~$75~~a pre-tax impairment charge of $82 million in ~~charitable contributions~~the second quarter 2021 related to the PennEast Pipeline project at Southern Company ~~Gas in the first quarter 2021,~~Gas. The decreases were partially offset by ~~a $27~~increases in investment income at Southern Holdings of $12 million ~~increase in non-service cost-related retirement benefits income.~~and $17 million for the second quarter and year-to-date 2021, respectively. See ~~Note (H)~~Notes (C) and (E) to the Condensed Financial Statements herein under "Other Matters – Southern Company Gas" and "Southern Company Gas," respectively, for additional information.

~~Income Taxes~~

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$45 31.0

In the first quarter 2021, income taxes were $190 million compared to $145 million for the corresponding period in 2020. The increase was primarily due to higher pre-tax earnings, partially offset by $16 million in tax benefits resulting from new legislation that changed Southern Power's state apportionment methodology. See Note (G) to the Condensed Financial Statements herein and MANAGEMENT'S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – "Income Tax Matters – Alabama State Tax Reform Legislation" in Item 7 of the Form 10-K for additional information.

~~Alabama Power~~

~~Net Income~~

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$79 28.2

Alabama Power's net income after dividends on preferred stock for the first quarter 2021 was $359 million compared to $280 million for the corresponding period in 2020. The increase was primarily due to an increase in retail revenues associated with an increase in Rate RSE effective in January 2021 and colder weather in Alabama Power's service territory in the first quarter 2021 compared to the corresponding period in 2020.

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AND RESULTS OF OPERATIONS (Continued)

~~Retail Revenues~~Impairment of Leveraged Leases

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$147 12.2

Second Quarter 2021 vs. Second Quarter 2020

Year-To-Date 2021 vs. Year-To-Date 2020

(change in millions)

(% change)

(change in millions)

(% change)

$(147)

N/M

$(147)

N/M

N/M - Not meaningful

In the second quarter 2021 and 2020, impairment charges of $7 million and $154 million, respectively, were recorded related to leveraged lease investments at Southern Holdings. See Note (K) to the Condensed Financial Statements under "Assets and Liabilities Held for Sale" herein and Note 3 to the financial statements under "Other Matters – Southern Company" in Item 8 of the Form 10-K for additional information.

Other Income (Expense), Net


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$7	6.9	$(37)	(18.1)

In the second quarter 2021, other income (expense), net was $108 million compared to $101 million for the corresponding period in 2020. The increase was primarily due to a $36 million increase in non-service cost-related retirement benefits income, partially offset by $26 million in charitable contributions in the second quarter 2021 at Southern Company Gas.

For year-to-date 2021, other income (expense), net was $167 million compared to $204 million for the corresponding period in 2020. The decrease was primarily due to $101 million in charitable contributions at Southern Company Gas, partially offset by a $71 million increase in non-service cost-related retirement benefits income.

See Note (H) to the Condensed Financial Statements herein for additional information.

Income Taxes (Benefit)

Second Quarter 2021 vs. Second Quarter 2020

Year-To-Date 2021 vs. Year-To-Date 2020

(change in millions)

(% change)

(change in millions)

(% change)

$(17)

N/M

$28

18.7

N/M - Not meaningful

In the second quarter 2021, income tax benefit was $12 million compared to income tax expense of $5 million for the corresponding period in 2020. The change was primarily due to lower pre-tax earnings, partially offset by the tax impact of the second quarter 2020 charge to earnings associated with a leveraged lease investment.

For year-to-date 2021, income taxes were $178 million compared to $150 million for the corresponding period in 2020. The increase was primarily due to the tax impact of the second quarter 2020 charge to earnings associated with a leveraged lease investment.

See Note (G) to the Condensed Financial Statements herein and Note 3 to the financial statements under "Other Matters – Southern Company" in Item 8 of the Form 10-K for additional information.

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AND RESULTS OF OPERATIONS (Continued)

Alabama Power

Net Income


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$33	11.1	$112	19.4

Alabama Power's net income after dividends on preferred stock for the second quarter 2021 was $331 million compared to $298 million for the corresponding period in 2020. Alabama Power's net income after dividends on preferred stock for year-to-date 2021 was $690 million compared to $578 million for the corresponding period in 2020. The increases were primarily due to an increase in retail revenues associated with a Rate RSE adjustment effective in January 2021 and higher customer usage, as well as additional wholesale capacity revenues related to a power sales agreement that began in September 2020. Also contributing to the year-to-date 2021 increase was colder weather in Alabama Power's service territory in the first quarter 2021 compared to the corresponding period in 2020. The second quarter and year-to-date 2021 increases were partially offset by an increase in operations and maintenance expenses and depreciation.

Retail Revenues


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$131	10.7	$279	11.5

In the second quarter 2021, retail revenues were $1.35 billion compared to ~~$1.21~~$1.22 billion for the corresponding period in 2020. For year-to-date 2021, retail revenues were $2.71 billion compared to $2.43 billion for the corresponding period in 2020.

Details of the changes in retail revenues were as follows:


		First Quarter 2021			Second Quarter 2021						Year-To-Date 2021
			(in millions)			(% change)			(in millions)		(% change)		(in millions)		(% change)
Retail – prior year	Retail – prior year		$	1,205				Retail – prior year	$	1,223			$	2,427
Estimated change resulting from –	Estimated change resulting from –							Estimated change resulting from –
Rates and pricing	Rates and pricing		50			4.1	%	Rates and pricing	66		5.4	%	116		4.8	%
Sales decline			(4)			(0.3)
Sales growth								Sales growth	16		1.3		13		0.5
Weather	Weather		39			3.2		Weather	3		0.2		42		1.7
Fuel and other cost recovery	Fuel and other cost recovery		62			5.2		Fuel and other cost recovery	46		3.8		108		4.5
Retail – current year	Retail – current year		$	1,352		12.2	%	Retail – current year	$	1,354	10.7	%	$	2,706	11.5	%

Revenues associated with changes in rates and pricing increased in the ~~first~~second quarter and year-to-date 2021 when compared to the corresponding ~~period~~periods in 2020 primarily due to a Rate RSE increase effective January 1, 2021. See Note 2 to the financial statements under "Alabama Power – Rate RSE" in Item 8 of the Form 10-K for additional information.

Revenues attributable to changes in sales ~~decreased~~increased in the ~~first~~second quarter and year-to-date 2021 when compared to the corresponding ~~period~~periods in 2020. Weather-adjusted residential KWH sales ~~were relatively flat~~decreased 3.9% and 2.0% in the ~~first~~second quarter and year-to-date 2021, respectively, when compared to the corresponding ~~period~~periods in 2020 primarily due to safer-at-home guidelines in effect during 2020. Weather-adjusted commercial KWH sales ~~decreased 2.1%~~increased 7.8% and 2.8% in the ~~first~~second quarter and year-to-date 2021, respectively, and industrial KWH sales increased 10.0% and 1.8% in the second quarter and year-to-date 2021, respectively, when compared to the corresponding ~~period~~periods in 2020, primarily due to ~~changes in consumer and business behavior in response to~~the negative impact of the COVID-19 ~~pandemic. Industrial KWH sales decreased 5.4%~~pandemic on energy demand in ~~the first quarter 2021 when compared~~2020.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (Continued)

Fuel and other cost recovery revenues increased in the ~~first~~second quarter and year-to-date 2021 when compared to the corresponding ~~period~~periods in 2020 primarily due to increases in generation and the average cost of fuel. Electric rates include provisions to recognize the recovery of fuel costs, purchased power costs, PPAs certificated by the Alabama PSC, and costs associated with the ~~natural disaster reserve.~~NDR. Under these provisions, fuel and other cost recovery revenues generally equal fuel and other cost recovery expenses and do not affect net income. See Note 2 to the financial statements under "Alabama Power" in Item 8 of the Form 10-K for additional information.

Wholesale Revenues – Non-Affiliates

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$36 64.3


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$31	57.4	$67	60.4

Wholesale revenues from sales to non-affiliates will vary depending on fuel prices, the market prices of wholesale energy compared to the cost of Alabama Power's and the Southern Company system's generation, demand for energy within the Southern Company system's electric service territory, and the availability of the Southern Company system's generation. Increases and decreases in energy revenues that are driven by fuel prices are accompanied by an increase or decrease in fuel costs and do not affect net income. Short-term opportunity energy sales are also included in wholesale energy sales to non-affiliates. These opportunity sales are made at market-based rates that generally provide a margin above Alabama Power's variable cost to produce the energy.

~~Table of ContentsIndex to Financial Statements~~

~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION~~

~~AND RESULTS OF OPERATIONS (Continued)~~

In the ~~first~~second quarter 2021, wholesale revenues from sales to non-affiliates were ~~$92~~$85 million compared to ~~$56~~$54 million for the corresponding period in 2020. For year-to-date 2021, wholesale revenues from sales to non-affiliates were $178 million compared to $111 million for the corresponding period in 2020. The ~~increase~~second quarter and year-to-date 2021 increases consisted of ~~a $19 million increase in energy revenues primarily due to higher natural gas prices and a $17 million increase~~increases in capacity revenues of $18 million and $35 million, respectively, primarily related to a power sales agreement that began in September ~~2020.~~2020 and increases in energy revenues of $13 million and $32 million, respectively, primarily due to higher natural gas prices.

Wholesale Revenues – Affiliates

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$13 68.4


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$17	242.9	$29	111.5

Wholesale revenues from sales to affiliated companies will vary depending on demand and the availability and cost of generating resources at each company. These affiliate sales are made in accordance with the IIC, as approved by the FERC. These transactions do not have a significant impact on earnings since this energy is generally sold at marginal cost and energy purchases are generally offset by energy revenues through Alabama Power's energy cost recovery clause.

In the ~~first~~second quarter 2021, wholesale revenues from sales to affiliates were ~~$32~~$24 million compared to ~~$19~~$7 million for the corresponding period in 2020. For year-to-date 2021, wholesale revenues from sales to affiliates were $55 million compared to $26 million for the corresponding period in 2020. The second quarter and year-to-date 2021 increases were primarily due to increases of 133.8% and 50.1%, respectively, in the price of energy as a result of higher natural gas prices and increases of 51.9% and 43.5%, respectively, in KWH sales due to increased demand for Alabama Power's available lower cost generation compared to the corresponding periods in 2020.

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AND RESULTS OF OPERATIONS (Continued)

Other Revenues


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$12	14.8	$24	15.8

In the second quarter 2021, other revenues were $93 million compared to $81 million for the corresponding period in 2020. For year-to-date 2021, other revenues were $176 million compared to $152 million for the corresponding period in 2020. The second quarter and year-to-date 2021 increases were primarily due to increases of $12 million and $15 million, respectively, in unregulated sales of products and services. In addition, the year-to-date 2021 increase included a $6 million increase in customer fees largely resulting from the COVID-19 pandemic-related temporary suspensions of disconnections and late fees in 2020.

Fuel and Purchased Power Expenses


	Second Quarter 2021 vs. Second Quarter 2020			Year-To-Date 2021 vs. Year-To-Date 2020
	(change in millions)		(% change)	(change in millions)		(% change)
Fuel	$	64	32.2	$	139	33.5
Purchased power – non-affiliates	(1)		(2.0)	8		9.0
Purchased power – affiliates	9		30.0	20		40.8
Total fuel and purchased power expenses	$	72		$	167

In the second quarter 2021, total fuel and purchased power expenses were $350 million compared to $278 million for the corresponding period in 2020. The increase was primarily due a $42 million net increase related to the volume of KWHs generated and purchased and a $30 million increase in the average cost of fuel and purchased power.

For year-to-date 2021, total fuel and purchased power expenses were $720 million compared to $553 million for the corresponding period in 2020. The increase was primarily due to a 40.5% increase in the price of energy and an 18.7% increase in KWH sales due to increased coal generation as the result of higher natural gas prices in the first quarter 2021 compared to the corresponding period in 2020.

~~Other Revenues~~

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$12 16.9

In the first quarter 2021, other revenues were $83 million compared to $71 million for the corresponding period in 2020. The increase was primarily due to increases of $7 million in transmission and energy service revenues and $2 million in customer fees.

~~Fuel and Purchased Power Expenses~~

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
Fuel $ 76 35.3
Purchased power – non-affiliates 10 25.0
Purchased power – affiliates 12 66.7
Total fuel and purchased power expenses $ 98

~~In the first quarter 2021, total fuel and purchased power expenses were $371 million compared to $273 million for the corresponding period in 2020. The increase was primarily due to a $59~~$98 million increase related to the volume of KWHs generated and purchased and a ~~$39~~$69 million increase in the average cost of fuel and purchased power.

Fuel and purchased power energy transactions do not have a significant impact on earnings, since energy expenses are generally offset by energy revenues through Alabama Power's energy cost recovery clause. See Note 2 to the financial statements under "Alabama Power – Rate ECR" in Item 8 of the Form 10-K for additional information.

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AND RESULTS OF OPERATIONS (Continued)

Details of Alabama Power's generation and purchased power were as follows:


		First Quarter 2021	First Quarter 2020		Second Quarter 2021	Second Quarter 2020	Year-To-Date 2021	Year-To-Date 2020
Total generation (in billions of KWHs)(a)	Total generation (in billions of KWHs)(a)	15	14	Total generation (in billions of KWHs)(a)	13	12	28	26
Total purchased power (in billions of KWHs)	Total purchased power (in billions of KWHs)	1	1	Total purchased power (in billions of KWHs)	2	2	3	3
Sources of generation (percent)(a) —	Sources of generation (percent)(a) —			Sources of generation (percent)(a) —
Coal	Coal	46	34	Coal	43	33	45	33
Nuclear	Nuclear	25	28	Nuclear	25	32	25	30
Gas	Gas	19	20	Gas	22	24	20	22
Hydro	Hydro	10	18	Hydro	10	11	10	15
Cost of fuel, generated (in cents per net KWH) —	Cost of fuel, generated (in cents per net KWH) —			Cost of fuel, generated (in cents per net KWH) —
Coal	Coal	2.75	2.64	Coal	2.73	2.82	2.74	2.72
Nuclear	Nuclear	0.72	0.76	Nuclear	0.69	0.75	0.71	0.75
Gas(a)	Gas(a)	2.51	2.19	Gas(a)	2.47	1.95	2.49	2.07
Average cost of fuel, generated (in cents per net KWH)(a)	Average cost of fuel, generated (in cents per net KWH)(a)	2.14	1.88	Average cost of fuel, generated (in cents per net KWH)(a)	2.10	1.85	2.12	1.86
Average cost of purchased power (in cents per net KWH)(b)	Average cost of purchased power (in cents per net KWH)(b)	6.52	4.86	Average cost of purchased power (in cents per net KWH)(b)	5.57	4.29	5.99	4.51

(b)Average cost of purchased power includes fuel, energy, and transmission purchased by Alabama Power for tolling agreements where power is generated by the provider.

Fuel

In the ~~first~~second quarter 2021, fuel expense was ~~$291~~$263 million compared to ~~$215~~$199 million for the corresponding period in 2020. The increase was primarily due to a 44.6% increase in the volume of KWHs generated by coal and a 26.7% increase in the average cost of KWHs generated by natural gas, which excludes tolling agreements.

For year-to-date 2021, fuel expense was $554 million compared to $415 million for the corresponding period in 2020. The increase was primarily due to a 44.6% increase in the volume of KWHs generated by coal, a ~~44.0%~~26.9% decrease in the volume of KWHs generated by hydro, and a ~~14.6%~~20.3% increase in the average cost of KWHs generated by natural gas, which excludes tolling agreements.

Purchased Power – ~~Non-Affiliates~~Affiliates

In the ~~first~~second quarter 2021, purchased power expense from ~~non-affiliates~~affiliates was ~~$50~~$39 million compared to ~~$40~~$30 million for the corresponding period in 2020. For year-to-date 2021, purchased power expense from affiliates was $69 million compared to $49 million for the corresponding period in 2020. The ~~increase was~~second quarter and year-to-date 2021 increases were primarily due to ~~a 31.1% increase~~increases of 74.2% and 70.7%, respectively, in the average cost per KWH purchased as a result of higher natural gas prices, partially offset by decreases of 27.0% and ~~a 12.9% increase~~17.2%, respectively, in the volume of ~~KWHs purchased due to a PPA which began in September 2020.~~

~~Energy purchases from non-affiliates will vary depending on the market prices of wholesale energy as compared to~~

~~the cost of the Southern Company system's generation, demand for energy within the Southern Company system's~~

~~electric service territory, and the availability of the Southern Company system's generation.~~

~~Purchased Power – Affiliates~~

In the first quarter 2021, purchased power expense from affiliates was $30 million compared to $18 million for the corresponding period in 2020. The increase was primarily due to a 39.9% increase in the average cost per KWH purchased as a result of ~~higher natural gas prices and a 17.9% increase in the volume of KWHs purchased due to colder weather in the first quarter 2021 when~~increased generation compared to the corresponding ~~period~~periods in 2020.

Energy purchases from affiliates will vary depending on demand for energy and the availability and cost of generating resources at each company within the Southern Company system. These purchases are made in accordance with the IIC or other contractual agreements, as approved by the FERC.

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Other Operations and Maintenance Expenses

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$11 3.1


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$71	20.8	$85	12.3

In the ~~first~~second quarter 2021, other operations and maintenance expenses were ~~$361~~$413 million compared to ~~$350~~$342 million for the corresponding period in 2020. The increase was primarily due to an increase of ~~$10~~$36 million in generation expenses associated with scheduled outages and Rate CNP Compliance-related expenses primarily related to the addition of new environmental systems in 2021. These increases reflect the impacts of cost containment activities implemented for 2020 during the COVID-19 pandemic. Also contributing to the increase were increases of $17 million in compensation and benefit expenses and $5 million related to unregulated services, as well as $11 million of reliability NDR credits applied in 2020.

For year-to-date 2021, other operations and maintenance expenses were $775 million compared to $690 million for the corresponding period in 2020. The increase was primarily due to an increase of $34 million in generation expenses associated with scheduled outages and Rate CNP Compliance-related expenses primarily related to the addition of new environmental systems in 2021. These increases reflect the impacts of cost containment activities implemented for 2020 during the COVID-19 pandemic. Also contributing to the increase were increases of $17 million in compensation and benefit expenses and $7 million related to unregulated services, as well as $22 million of reliability NDR credits applied in 2020 and a $6$10 million ~~reduction~~decrease in nuclear property insurance refunds. These increases were partially offset by ~~a $3~~gains of $10 million primarily related to property sales and an $8 million decrease in ~~Rate CNP Compliance-related expenses.~~ bad debt expense.

See Note 2 to the financial statements under "Alabama Power – Rate NDR" and " – Rate CNP Compliance" in Item 8 of the Form 10-K for additional information.

Depreciation and Amortization

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$11 5.5


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$12	5.9	$23	5.7

In the ~~first~~second quarter 2021, depreciation and amortization was ~~$211~~$214 million compared to ~~$200~~$202 million in the corresponding period in 2020. For year-to-date 2021, depreciation and amortization was $425 million compared to $402 million for the corresponding period in 2020. ~~The increase was~~These increases were primarily due to additional plant in service, including the purchase of the Central Alabama Generating Station in August 2020. See Note 15 to the financial statements under "Alabama Power" in Item 8 of the Form 10-K for additional information.

Other Income (Expense), Net

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$8 33.3


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$7	26.9	$14	29.2

In the ~~first~~second quarter 2021, other income (expense), net was ~~$32~~$33 million compared to ~~$24~~$26 million for the corresponding period in 2020. ~~The increase~~For year-to-date 2021, other income (expense), net was $62 million compared to $48 million for the corresponding period in 2020. These increases were primarily due to an increase in non-service cost-related retirement benefits income. The year-to-date 2021 increase was partially offset by a decrease in interest income associated with lower interest rates. See Note (H) to the Condensed Financial Statements herein for additional information.

~~Income Taxes~~

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$26 31.0

~~In the first quarter 2021, income taxes were $110 million compared to $84 million for the corresponding period in 2020. The increase was primarily due to higher pre-tax earnings.~~

~~Georgia Power~~

~~Net Income~~

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$20 6.0

Georgia Power's net income for the first quarter 2021 was $351 million compared to $331 million for the corresponding period in 2020. The increase was primarily due to higher retail revenues associated with colder weather in the first quarter 2021 compared to the corresponding period in 2020, partially offset by a $36 million after-tax charge in the first quarter 2021 related to the construction of Plant Vogtle Units 3 and 4. See Note (B) to

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AND RESULTS OF OPERATIONS (Continued)

Income Taxes


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$11	11.8	$36	20.3

In the second quarter 2021, income taxes were $104 million compared to $93 million for the corresponding period in 2020. For year-to-date 2021, income taxes were $213 million compared to $177 million for the corresponding period in 2020. The increases were primarily due to higher pre-tax earnings.

Georgia Power

Net Income


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$(165)	(53.6)	$(144)	(22.6)

Georgia Power's net income for the second quarter 2021 was $143 million compared to $308 million for the corresponding period in 2020. The decrease was primarily due to a $232 million increase in after-tax charges related to the construction of Plant Vogtle Units 3 and 4. Also contributing to the decrease was higher non-fuel operations and maintenance costs, partially offset by higher retail revenues associated with sales growth and rates and pricing.

For year-to-date 2021, net income was $494 million compared to $638 million for the corresponding period in 2020. The decrease was primarily due to a $268 million increase in after-tax charges related to the construction of Plant Vogtle Units 3 and 4. Also contributing to the decrease was higher non-fuel operations and maintenance costs, partially offset by higher retail revenues associated with colder weather in the first quarter 2021 as compared to the corresponding period in 2020 and sales growth.

See Note (B) to the Condensed Financial Statements herein and Note 2 to the financial statements in Item 8 of the Form 10-K under "Georgia Power – Nuclear Construction" ~~herein~~ for additional information regarding Plant Vogtle Units 3 and 4.

Retail Revenues

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$112 6.7


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$266	15.1	$378	11.0

In the ~~first~~second quarter 2021, retail revenues were ~~$1.79~~$2.03 billion compared to ~~$1.68~~$1.76 billion for the corresponding period in 2020. For year-to-date 2021, retail revenues were $3.81 billion compared to $3.44 billion for the corresponding period in 2020.

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AND RESULTS OF OPERATIONS (Continued)

Details of the changes in retail revenues were as follows:


		First Quarter 2021			Second Quarter 2021						Year-To-Date 2021
			(in millions)			(% change)			(in millions)		(% change)		(in millions)		(% change)
Retail – prior year	Retail – prior year		$	1,675				Retail – prior year	$	1,760			$	3,435
Estimated change resulting from –	Estimated change resulting from –							Estimated change resulting from –
Rates and pricing	Rates and pricing		(18)			(1.1)	%	Rates and pricing	38		2.2	%	20		0.6	%
Sales decline			(6)			(0.4)
Sales growth								Sales growth	64		3.6		59		1.7
Weather	Weather		42			2.5		Weather	18		1.0		59		1.7
Fuel cost recovery	Fuel cost recovery		94			5.7		Fuel cost recovery	146		8.3		240		7.0
Retail – current year	Retail – current year		$	1,787		6.7	%	Retail – current year	$	2,026	15.1	%	$	3,813	11.0	%

Revenues associated with changes in rates and pricing ~~decreased~~increased in the ~~first~~second quarter and year-to-date 2021 when compared to the corresponding ~~period~~periods in 2020. ~~The decrease was~~These increases were primarily due to higher contributions from commercial and industrial customers with variable demand-driven pricing, pricing effects associated with decreased residential customer usage, and increased ECCR tariff revenues associated with higher KWH sales. The increases were partially offset by a decrease in the NCCR tariff effective January 1, 2021. See Note (B) to the Condensed Financial Statements under "Georgia Power – Nuclear Construction – Regulatory Matters" herein for additional information.

Revenues attributable to changes in sales ~~decreased~~increased in the ~~first~~second quarter and year-to-date 2021 when compared to the corresponding periods in 2020. Weather-adjusted residential KWH sales decreased 0.8% in the second quarter 2021 when compared to the corresponding period in 2020 as customer usage decreased, primarily due to shelter-in-place orders in effect during the second quarter 2020. Weather-adjusted residential KWH sales increased 0.7% for year-to-date 2021 when compared to the corresponding period in 2020 primarily due to ~~continued impacts of the COVID-19 pandemic,~~customer growth, partially offset by decreased customer ~~growth.~~usage, primarily due to shelter-in-place orders in effect during 2020. Weather-adjusted ~~residential~~commercial KWH sales increased ~~2.0%~~9.0% and 2.6% in the ~~first~~second quarter and year-to-date 2021, respectively, and weather-adjusted industrial KWH sales increased 14.0% and 7.3% in the second quarter and year-to-date 2021, respectively, when compared to the corresponding ~~period~~periods in 2020, primarily due to ~~customer growth. Weather-adjusted commercial KWH sales decreased 3.3% in~~ the ~~first quarter 2021 when compared to the corresponding period in 2020 primarily due to lower customer usage resulting from changes in consumer and business behavior in response to~~negative impact of the COVID-19 pandemic ~~partially offset by customer growth. Weather-adjusted industrial KWH sales increased 1.1%~~on energy demand in the first quarter 2021 when compared to the corresponding period in 2020 primarily as a result of increases in the pipeline and lumber segments, partially offset by reductions in the textiles, transportation, and chemicals segments as a result of disruptions in supply chain and business operations related to the COVID-19 pandemic.2020.

Fuel revenues and costs are allocated between retail and wholesale jurisdictions. Retail fuel cost recovery revenues increased in the ~~first~~second quarter and year-to-date 2021 when compared to the corresponding ~~period~~periods in 2020 due to higher fuel and purchased power costs. Electric rates include provisions to adjust billings for fluctuations in fuel costs, including the energy component of purchased power costs. Under these fuel cost recovery provisions, fuel revenues generally equal fuel expenses and do not affect net income. See Note 2 to the financial statements under "Georgia Power – Fuel Cost Recovery" in Item 8 of the Form 10-K for additional information.

~~Table of ContentsIndex to Financial Statements~~

~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION~~

~~AND RESULTS OF OPERATIONS (Continued)~~

Wholesale Revenues

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$17 65.4


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$11	44.0	$29	56.9

Wholesale revenues from sales to non-affiliates consist of PPAs and short-term opportunity sales. Wholesale revenues from PPAs have both capacity and energy components. Wholesale capacity revenues from PPAs are recognized in amounts billable under the contract terms and provide for recovery of fixed costs and a return on investment. Wholesale revenues from sales to non-affiliates will vary depending on fuel prices, the market prices of wholesale energy compared to the cost of Georgia Power's and the Southern Company system's generation, demand for energy within the Southern Company system's electric service territory, and the availability of the Southern Company system's generation. Increases and decreases in energy revenues that are driven by fuel prices are

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accompanied by an increase or decrease in fuel costs and do not have a significant impact on net income. Short-term opportunity sales are made at market-based rates that generally provide a margin above Georgia Power's variable cost of energy.

In the ~~first~~second quarter 2021, wholesale revenues were ~~$43~~$36 million compared to ~~$26~~$25 million for the corresponding period in 2020. For year-to-date 2021, wholesale revenues were $80 million compared to $51 million for the corresponding period in 2020. The ~~increase was~~increases for the second quarter and year-to-date 2021 were primarily due to increases of 4.3% and 8.9%, respectively, in KWH sales as a result of higher market demand and higher natural gas prices.

Other Revenues

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$16 12.9


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$20	14.0	$34	12.7

In the ~~first~~second quarter 2021, other revenues were ~~$140~~$163 million compared to ~~$124~~$143 million for the corresponding period in 2020. For year-to-date 2021, other revenues were $302 million compared to $268 million for the corresponding period in 2020. The ~~increase was~~increases for the second quarter and year-to-date 2021 were primarily due to ~~an increase~~increases of ~~$13~~$20 million and $30 million, respectively, in unregulated sales associated with power delivery construction and maintenance ~~contracts~~projects and ~~outdoor lighting.~~$7 million and $8 million, respectively, in customer fees largely resulting from the COVID-19 pandemic-related temporary suspension of disconnections and late fees in 2020. These increases were partially offset by decreases of $5 million and $7 million in the second quarter and year-to-date 2021, respectively, associated with the timing of certain unregulated energy conservation projects.

Fuel and Purchased Power Expenses


		First Quarter 2021 vs. First Quarter 2020			Second Quarter 2021 vs. Second Quarter 2020					Year-To-Date 2021 vs. Year-To-Date 2020
			(change in millions)			(% change)		(change in millions)		(% change)	(change in millions)		(% change)
Fuel	Fuel		$	82		35.5	Fuel	$	117	51.8	$	198	43.2
Purchased power – non-affiliates	Purchased power – non-affiliates		15			11.6	Purchased power – non-affiliates	11		8.3	26		9.9
Purchased power – affiliates	Purchased power – affiliates		7			5.4	Purchased power – affiliates	27		22.1	34		13.5
Total fuel and purchased power expenses	Total fuel and purchased power expenses		$	104			Total fuel and purchased power expenses	$	155		$	258

In the ~~first~~second quarter 2021, total fuel and purchased power expenses were ~~$593~~$636 million compared to ~~$489~~$481 million for the corresponding period in 2020. For year-to-date 2021, total fuel and purchased power expenses were $1.23 billion compared to $0.97 billion for the corresponding period in 2020. The ~~increase was~~increases for the second quarter and year-to-date 2021 were due to ~~a $77~~increases of $108 million ~~increase~~and $184 million, respectively, related to the average cost of fuel and purchased power and ~~a $27~~net increases of $47 million ~~net increase~~and $74 million, respectively, related to the volume of KWHs generated and purchased.

Fuel and purchased power energy transactions do not have a significant impact on earnings since these fuel expenses are generally offset by fuel revenues through Georgia Power's fuel cost recovery mechanism. See Note 2 to the financial statements under "Georgia Power – Fuel Cost Recovery" in Item 8 of the Form 10-K for additional information.

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AND RESULTS OF OPERATIONS (Continued)

Details of Georgia Power's generation and purchased power were as follows:


		First Quarter 2021	First Quarter 2020		Second Quarter 2021	Second Quarter 2020	Year-To-Date 2021	Year-To-Date 2020
Total generation (in billions of KWHs)	Total generation (in billions of KWHs)	14	13	Total generation (in billions of KWHs)	15	13	30	25
Total purchased power (in billions of KWHs)	Total purchased power (in billions of KWHs)	7	9	Total purchased power (in billions of KWHs)	7	8	14	16
Sources of generation (percent) —	Sources of generation (percent) —			Sources of generation (percent) —
Gas	Gas	47	58	Gas	46	56	47	57
Nuclear	Nuclear	27	27	Nuclear	28	32	27	30
Coal	Coal	22	8	Coal	22	7	22	7
Hydro and other		4	7
Hydro and solar				Hydro and solar	4	5	4	6
Cost of fuel, generated (in cents per net KWH) —	Cost of fuel, generated (in cents per net KWH) —			Cost of fuel, generated (in cents per net KWH) —
Gas	Gas	2.58	2.12	Gas	2.65	2.11	2.62	2.11
Nuclear	Nuclear	0.78	0.80	Nuclear	0.80	0.81	0.79	0.80
Coal	Coal	2.91	3.83	Coal	3.09	3.37	3.01	3.60
Average cost of fuel, generated (in cents per net KWH)	Average cost of fuel, generated (in cents per net KWH)	2.15	1.87	Average cost of fuel, generated (in cents per net KWH)	2.21	1.76	2.18	1.82
Average cost of purchased power (in cents per net KWH)(*)	Average cost of purchased power (in cents per net KWH)(*)	4.22	3.17	Average cost of purchased power (in cents per net KWH)(*)	4.77	3.58	4.49	3.36

(*)Average cost of purchased power includes fuel purchased by Georgia Power for tolling agreements where power is generated by the provider.

Fuel

In the ~~first~~second quarter 2021, fuel expense was ~~$313~~$343 million compared to ~~$231~~$226 million for the corresponding period in 2020. For year-to-date 2021, fuel expense was $656 million compared to $458 million for the corresponding period in 2020. The ~~increase was~~increases for the second quarter and year-to-date 2021 were primarily due to ~~an increase~~increases of ~~232.9%~~261.8% and 247.1%, respectively, in the volume of KWHs generated by coal and ~~an increase~~increases of ~~21.7%~~25.6% and 24.2%, respectively, in the average cost of natural gas per KWH generated. The increase for year-to-date 2021 was partially offset by a 16.4% decrease in the average cost of coal per KWH generated.

Purchased Power – Non-Affiliates

In the ~~first~~second quarter 2021, purchased power expense from non-affiliates was $144 million compared to ~~$129~~$133 million in the corresponding period in 2020. For year-to-date 2021, purchased power expense from non-affiliates was $288 million compared to $262 million in the corresponding period in 2020. The ~~increase was~~increases for the second quarter and year-to-date 2021 were primarily due to ~~a 24.1% increase~~increases of 19.4% and 21.6%, respectively, in the average cost per KWH purchased primarily due to higher natural gas prices, partially offset by ~~a 9.8% decrease~~decreases of 7.9% and 8.9%, respectively, in the volume of KWHs purchased as Georgia Power units generally dispatched at a lower cost than available market resources.

Energy purchases from non-affiliates will vary depending on the market prices of wholesale energy as compared to the cost of the Southern Company system's generation, demand for energy within the Southern Company system's electric service territory, and the availability of the Southern Company system's generation.

~~Other Operations and Maintenance Expenses~~

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$9 1.9
Purchased Power – Affiliates

In the ~~first~~second quarter 2021, ~~other operations and maintenance expenses were $474~~purchased power expense from affiliates was $149 million compared to ~~$465~~$122 million ~~for~~in the corresponding period in 2020. For year-to-date 2021, purchased power expense from affiliates was $285 million compared to $251 million in the corresponding period in 2020. The ~~increase was~~increases for the second quarter and year-to-date 2021 were primarily due to ~~a $9 million decrease~~increases of 44.7% and 41.3%, respectively, in ~~nuclear property insurance refunds and an increase in expenses of $8 million related~~the average cost per KWH purchased primarily due to ~~unregulated power delivery construction and maintenance contracts,~~higher natural gas prices, partially offset by ~~a decrease~~decreases of ~~$9 million~~15.2% and 19.1%, respectively, in ~~non-outage generation maintenance costs primarily associated with coal generation and~~ the ~~timing of maintenance activities.~~

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AND RESULTS OF OPERATIONS (Continued)

~~Depreciation~~volume of KWHs purchased due to higher cost Southern Company system resources as compared to available Georgia Power-owned generation.

Energy purchases from affiliates will vary depending on the demand and ~~Amortization~~the availability and cost of generating resources at each company within the Southern Company system. These purchases are made in accordance with the IIC or other contractual agreements, all as approved by the FERC.

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$(14) (4.0)

Other Operations and Maintenance Expenses


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$79	17.1	$87	9.4

In the ~~first~~second quarter 2021, ~~depreciation~~other operations and ~~amortization was $338~~maintenance expenses were $542 million compared to ~~$352~~$463 million for the corresponding period in 2020. The increase was primarily associated with increases of $27 million related to distribution maintenance activities, $14 million in generation expenses associated with non-outage maintenance costs and environmental projects, and $8 million in transmission overhead line costs. These increases reflect the impacts of cost containment activities implemented for 2020 during the COVID-19 pandemic. Also contributing to the increase were increases of $16 million related to unregulated power delivery construction and maintenance projects and $7 million in benefit expenses.

For year-to-date 2021, other operations and maintenance expenses were $1.02 billion compared to $0.93 billion for the corresponding period in 2020. The increase was primarily associated with increases of $27 million related to distribution maintenance activities, $9 million in transmission overhead line costs, and $8 million in generation environmental projects. These increases reflect the impacts of cost containment activities implemented for 2020 during the COVID-19 pandemic. Also contributing to the increase were increases of $23 million related to unregulated power delivery construction and maintenance projects and $10 million in benefit expenses, as well as an $8 million decrease in nuclear property insurance refunds, partially offset by a decrease of $9 million in expenses associated with the timing of certain unregulated energy conservation projects.

Depreciation and Amortization


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$(12)	(3.4)	$(27)	(3.8)

In the second quarter 2021, depreciation and amortization was $342 million compared to $354 million for the corresponding period in 2020. For year-to-date 2021, depreciation and amortization was $680 million compared to $707 million for the corresponding period in 2020. The decreases for the second quarter and year-to-date 2021 primarily ~~reflects~~reflect decreased amortization of regulatory assets related to CCR AROs of $22 million and $44 million, respectively, under the terms of the 2019 ARP, partially offset by aincreases of $10 million ~~increase~~and $20 million, respectively, in depreciation associated with additional plant in service. See Note (B) to the Condensed Financial Statements under "Georgia Power – Rate Plan" herein and Note 2 to the financial statements under "Georgia Power – Rate Plans – 2019 ARP" in Item 8 of the Form 10-K for additional information regarding recovery of costs associated with CCR AROs.

~~Estimated Loss on Plant Vogtle Units 3 and 4~~

~~First Quarter 2021 vs. First Quarter 2020~~

~~(change in millions)~~

~~(% change)~~

~~$48~~

~~N/M~~

~~N/M - Not meaningful~~

In the first quarter 2021, an estimated probable loss of $48 million was recorded to reflect Georgia Power's revised total project capital cost forecast to complete construction and start-up of Plant Vogtle Units 3 and 4. See Note (B) to the Condensed Financial Statements under "Georgia Power – Nuclear Construction" herein for additional information.

~~Other Income (Expense), Net~~

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$20 38.5

In the first quarter 2021, other income (expense), net was $72 million compared to $52 million for the corresponding period in 2020. The increase was primarily due to an increase of $12 million in non-service cost-related retirement benefits income and an increase of $7 million in AFUDC equity associated with the construction of Plant Vogtle Units 3 and 4. See Note (H) to the Condensed Financial Statements herein for additional information on retirement benefits and Note (B) to the Condensed Financial Statements under "Georgia Power – Nuclear Construction" herein for additional information regarding Plant Vogtle Units 3 and 4.

~~Mississippi Power~~

~~Net Income~~

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$13 40.6

In the first quarter 2021, net income was $45 million compared to $32 million for the corresponding period in 2020. The increase was primarily due to an increase in base revenues primarily due to colder weather in the first quarter 2021 compared to the corresponding period in 2020, partially offset by decreased customer usage as a result of the COVID-19 pandemic, and a decrease in operations and maintenance expenses, partially offset by an increase in depreciation and amortization.

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AND RESULTS OF OPERATIONS (Continued)

~~Retail Revenues~~Taxes Other Than Income Taxes

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$5 2.5


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$10	9.3	$14	6.3

In the second quarter 2021, taxes other than income taxes was $118 million compared to $108 million for the corresponding period in 2020. For year-to-date 2021, taxes other than income taxes was $235 million compared to $221 million for the corresponding period in 2020. The increases for the second quarter and year-to-date 2021 were primarily due to increases of $7 million and $9 million, respectively, in municipal franchise fees largely related to higher retail revenues and increases of $3 million and $7 million, respectively, in property taxes primarily associated with the construction of Plant Vogtle Units 3 and 4. See Note (B) to the Condensed Financial Statements herein and Note 2 to the financial statements in Item 8 of the Form 10-K under "Georgia Power – Nuclear Construction" for additional information.

Estimated Loss on Plant Vogtle Units 3 and 4


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$311	208.7	$359	240.9

In the second quarter 2021 and 2020, Georgia Power recorded estimated probable losses on Plant Vogtle Units 3 and 4 of $460 million and $149 million, respectively. For year-to-date 2021 and 2020, Georgia Power recorded estimated probable losses on Plant Vogtle Units 3 and 4 of $508 million and $149 million, respectively. These losses reflect revisions to the total project capital cost forecast to complete construction and start-up of Plant Vogtle Units 3 and 4. See Note (B) to the Condensed Financial Statements herein and Note 2 to the financial statements in Item 8 of the Form 10-K under "Georgia Power – Nuclear Construction" for additional information.

Allowance for Equity Funds Used During Construction


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$10	50.0	$21	52.5

In the second quarter 2021, allowance for equity funds used during construction was $30 million compared to $20 million for the corresponding period in 2020. For year-to-date 2021, allowance for equity funds used during construction was $61 million compared to $40 million for the corresponding period in 2020. The increases were primarily associated with the construction of Plant Vogtle Units 3 and 4. See Note (B) to the Condensed Financial Statements under "Georgia Power – Nuclear Construction" herein for additional information regarding Plant Vogtle Units 3 and 4.

Other Income (Expense), Net


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$11	35.5	$20	31.7

In the second quarter 2021, other income (expense), net was $42 million compared to $31 million for the corresponding period in 2020. For year-to-date 2021, other income (expense), net was $83 million compared to $63 million for the corresponding period in 2020. The increases were primarily due to increases of $12 million and $25 million, respectively, in non-service cost-related retirement benefits income. The increase for year-to-date 2021 was

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partially offset by a $5 million decrease in interest income due to lower short-term cash investments. See Note (H) to the Condensed Financial Statements herein for additional information on retirement benefits.

Income Taxes (Benefit)

Second Quarter 2021 vs. Second Quarter 2020

Year-To-Date 2021 vs. Year-To-Date 2020

(change in millions)

(% change)

(change in millions)

(% change)

$(61)

N/M

$(59)

N/M

N/M - Not meaningful

In the second quarter 2021, income tax benefit was $50 million compared to income tax expense of $11 million for the corresponding period in 2020. For year-to-date 2021, income tax benefit was $32 million compared to income tax expense of $27 million for the corresponding period in 2020. The changes were primarily due to lower pre-tax earnings resulting from higher charges in 2021 compared to the corresponding periods in 2020 associated with the construction of Plant Vogtle Units 3 and 4. See Note (B) to the Condensed Financial Statements herein and Note 2 to the financial statements in Item 8 of the Form 10-K under "Georgia Power – Nuclear Construction" and Note (G) to the Condensed Financial Statements herein for additional information.

Mississippi Power

Net Income


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$(1)	(2.6)	$12	16.9

In the second quarter 2021, net income was $38 million compared to $39 million for the corresponding period in 2020. The decrease was primarily due to an increase in operations and maintenance expenses and income taxes, largely offset by an increase in base rates that became effective for the first billing cycle of April 2021 and higher customer usage in the second quarter 2021 when compared to the corresponding period in 2020.

For year-to-date 2021, net income was $83 million compared to $71 million for the corresponding period in 2020. The increase was primarily due to an increase in base revenues primarily due to colder weather in the first quarter 2021 as compared to the corresponding period in 2020, as well as an increase in other income.

Retail Revenues


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$20	10.1	$24	6.0

In the second quarter 2021, retail revenues were ~~$204~~$219 million compared to $199 million for the corresponding period in 2020. For year-to-date 2021, retail revenues were $422 million compared to $398 million for the corresponding period in 2020.

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Details of the changes in retail revenues were as follows:


		First Quarter 2021			Second Quarter 2021						Year-To-Date 2021
			(in millions)			(% change)			(in millions)		(% change)		(in millions)		(% change)
Retail – prior year	Retail – prior year		$	199				Retail – prior year	$	199			$	398
Estimated change resulting from –	Estimated change resulting from –							Estimated change resulting from –
Rates and pricing	Rates and pricing		(7)			(3.5)	%	Rates and pricing	8		4.0	%	1		0.3	%
Sales decline			(5)			(2.5)
Sales growth								Sales growth	6		3.0		—		—
Weather	Weather		8			4.0		Weather	(3)		(1.5)		5		1.3
Fuel and other cost recovery	Fuel and other cost recovery		9			4.5		Fuel and other cost recovery	9		4.5		18		4.5
Retail – current year	Retail – current year		$	204		2.5	%	Retail – current year	$	219	10.0	%	$	422	6.1	%

Revenues associated with changes in rates and pricing ~~decreased~~increased in the ~~first~~second quarter 2021 when compared to the corresponding period in 2020 primarily due ~~to decreases~~to an increase in ~~base~~revenues in accordance with new PEP rates that became effective infor the first billing cycle of April ~~2020 in accordance with the Mississippi Power Rate Case Settlement Agreement.~~2021. See Note 2(B) to the ~~financial statements~~Condensed Financial Statements under "Mississippi Power – ~~2019 Base Rate Case" in Item 8 of the Form 10-K~~Performance Evaluation Plan" herein for additional information.

Revenues attributable to changes in sales ~~decreased~~increased in the ~~first~~second quarter 2021 when compared to the corresponding period in ~~2020 primarily due to continued impacts of the COVID-19 pandemic.~~2020. Weather-adjusted residential KWH sales decreased ~~0.7%~~1.9% and 1.3% in the ~~first~~second quarter and year-to-date 2021, respectively, when compared to the corresponding periods in 2020 as customer usage decreased, primarily due to ~~decreased customer usage.~~shelter-in-place orders in effect during 2020. Weather-adjusted commercial KWH sales ~~decreased 4.3%~~increased 9.0% and 2.4% in the ~~first~~second quarter and year-to-date 2021, respectively, and industrial KWH sales increased 7.2% in the second quarter 2021 when compared to the corresponding periods in 2020, primarily due to ~~lower customer usage resulting from changes in consumer and business behavior in response to~~the negative impact of the COVID-19 ~~pandemic.~~pandemic on energy demand in 2020. Industrial KWH sales decreased ~~10.7%~~2.1% for year-to-date 2021 when compared to the corresponding period in ~~the first quarter 2021~~2020 as a result of decreased customer usage due to continued disruptions inof supply chain and business operations driven by the COVID-19 pandemic, ~~and~~as well as non-pandemic related customer outages.

Fuel and other cost recovery revenues increased in the ~~first~~second quarter and year-to-date 2021 when compared to the corresponding ~~period~~periods in 2020 primarily as a result of higher recoverable fuel costs. Recoverable fuel costs include fuel and purchased power expenses reduced by the fuel portion of wholesale revenues from energy sold to customers outside Mississippi Power's service territory. Electric rates include provisions to adjust billings for fluctuations in fuel costs, including the energy component of purchased power costs. Under these provisions, fuel revenues generally equal fuel expenses, including the energy component of purchased power costs, and do not affect net income.

Wholesale Revenues – Non-Affiliates

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$12 23.5


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$2	3.8	$14	13.6

Wholesale revenues from sales to non-affiliates will vary depending on fuel prices, the market prices of wholesale energy compared to the cost of Mississippi Power's and the Southern Company system's generation, demand for energy within the Southern Company system's electric service territory, and the availability of the Southern Company system's generation. Increases and decreases in energy revenues that are driven by fuel prices are accompanied by an increase or decrease in fuel costs and do not have a significant impact on net income. In addition, Mississippi Power provides service under long-term contracts with rural electric cooperative associations

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~~AND RESULTS OF OPERATIONS (Continued)~~

and municipalities located in southeastern Mississippi under cost-based electric tariffs which are subject to regulation by the FERC. See Note 2 to the financial statements under "Mississippi Power" in Item 8 of the Form 10-K for additional information.

~~In the first quarter~~

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For year-to-date 2021, wholesale revenues from sales to non-affiliates were ~~$63~~$117 million compared to ~~$51~~$103 million for the corresponding period in 2020. The increase was primarily due to ~~increases~~higher fuel costs and an increase in revenue from MRA customers and opportunity sales as a result of colder weather ~~and higher fuel costs~~ in the first quarter ~~2021 compared to the corresponding period in 2020, partially offset by decreased customer usage as a result of the COVID-19 pandemic.~~2021.

Wholesale Revenues – Affiliates

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$12 57.1


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$—	—	$10	21.3

In both the ~~first~~second quarter 2021 and 2020, wholesale revenues from sales to affiliates were $25 million. Wholesale revenues from sales to affiliates in the second quarter 2021 reflected a decrease of $11 million associated with lower KWH sales offset by an $11 million increase associated with higher natural gas prices when compared to the corresponding period in 2020.

For year-to-date 2021, wholesale revenues from sales to affiliates were ~~$33~~$57 million compared to ~~$21 million for the corresponding period in 2020. The increase was primarily associated with an increase in the average cost of fuel.~~

~~Fuel and Purchased Power Expenses~~

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
Fuel $ 22 27.8
Purchased power — —
Total fuel and purchased power expenses $ 22

~~In the first quarter 2021, total fuel and purchased power expenses were $106 million compared to $84~~$47 million for the corresponding period in 2020. The increase was primarily due to a $20 million increase related to higher natural gas prices, partially offset by a $10 million decrease related to lower KWH sales.

Fuel and Purchased Power Expenses


	Second Quarter 2021 vs. Second Quarter 2020			Year-To-Date 2021 vs. Year-To-Date 2020
	(change in millions)		(% change)	(change in millions)		(% change)
Fuel	$	8	9.6	$	30	18.5
Purchased power	4		57.1	4		33.3
Total fuel and purchased power expenses	$	12		$	34

In the second quarter 2021, total fuel and purchased power expenses were $102 million compared to $90 million for the corresponding period in 2020. The increase was primarily due to a $17 million increase in the average cost of fuel, ~~and an increase~~partially offset by a $5 million decrease associated with the volume of KWHs ~~generated.~~generated and purchased.

For year-to-date 2021, total fuel and purchased power expenses were $208 million compared to $174 million for the corresponding period in 2020. The increase was primarily due to an increase in the average cost of fuel.

Fuel and purchased power energy transactions do not have a significant impact on earnings since energy expenses are generally offset by energy revenues through Mississippi Power's fuel cost recovery clause.

~~Details of Mississippi Power's generation and purchased power were as follows:~~

First Quarter 2021
First
Quarter
2020
Total generation (in millions of KWHs)
4,324 4,167
Total purchased power (in millions of KWHs)
121 188
Sources of generation (percent) –
Coal 9 3
Gas 91 97
Cost of fuel, generated (in cents per net KWH) –
Coal 3.17 4.30
Gas 2.41 1.95
Average cost of fuel, generated (in cents per net KWH)
2.49 2.02
Average cost of purchased power (in cents per net KWH)
4.08 2.64

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Details of Mississippi Power's generation and purchased power were as follows:


	Second Quarter 2021	Second Quarter 2020	Year-To-Date 2021	Year-To-Date 2020
Total generation (in millions of KWHs)	3,813	4,484	8,137	8,651
Total purchased power (in millions of KWHs)	317	208	438	396
Sources of generation (percent) –
Gas	91	96	91	96
Coal	9	4	9	4
Cost of fuel, generated (in cents per net KWH) –
Gas	2.50	1.88	2.45	1.92
Coal	3.06	3.82	3.12	4.02
Average cost of fuel, generated (in cents per net KWH)	2.56	1.97	2.52	2.00
Average cost of purchased power (in cents per net KWH)	3.38	3.27	3.57	2.97

Fuel

In the ~~first~~second quarter 2021, fuel expense was ~~$101~~$91 million compared to ~~$79~~$83 million for the corresponding period in 2020. The increase was primarily due to a ~~225.3%~~93.4% increase in the volume of KWHs generated by coal and a ~~23.6%~~33.0% increase in the average cost of natural gas per KWH generated, partially offset by a ~~26.3%~~21.0% decrease in the volume of KWHs generated by natural gas and a 19.9% decrease in the average cost of coal per KWH generated.

For year-to-date 2021, fuel expense was $192 million compared to $162 million for the corresponding period in 2020. The increase was due to a 146.5% increase in the volume of KWHs generated by coal and a 27.6% increase in the average cost of natural gas per KWH generated, partially offset by a 22.4% decrease in the average cost of coal per KWH generated and a ~~3.4%~~12.5% decrease in the volume of KWHs generated by natural gas.

Purchased Power

In the second quarter 2021, purchased power expense was $11 million compared to $7 million for the corresponding period in 2020. For year-to-date 2021, purchased power expense was $16 million compared to $12 million for the corresponding period in 2020. The second quarter and year-to-date 2021 increases reflect increases of 52.4% and 10.6%, respectively, in the volume of KWHs purchased and increases of 3.4% and 20.2%, respectively, in the average cost per KWH purchased primarily due to higher natural gas prices.

Other Operations and Maintenance Expenses

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$(8) (10.5)


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$9	13.4	$2	1.4

In the ~~first~~second quarter 2021, other operations and maintenance expenses were ~~$68~~$76 million compared to ~~$76~~$67 million for the corresponding period in 2020. The ~~decrease~~increase was primarily due to ~~decreases~~increases of $6$7 million related to planned generation outage and baseline costs and $4$2 million ~~associated with~~related to compensation and benefit costs.

Other Income (Expense), Net


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$5	83.3	$6	42.9

In the ~~Kemper County energy facility~~second quarter 2021, other income (expense), net was $11 million compared to $6 million for the corresponding period in 2020. For year-to-date 2021, other income (expense), net was $20 million compared to $14

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million for the corresponding period in 2020. The second quarter and year-to-date 2021 increases were primarily related to ~~an increase~~increases of $3 million and $2 million, respectively, in ~~salvage proceeds~~contributions in aid of construction and ~~a decrease~~$2 million and $3 million, respectively, in ~~ongoing period costs.~~non-service cost-related retirement benefits income. See Note (H) to the Condensed Financial Statements herein for additional information.

~~Depreciation and Amortization~~Income Taxes

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$5 11.9

Second Quarter 2021 vs. Second Quarter 2020

Year-To-Date 2021 vs. Year-To-Date 2020

(change in millions)

(% change)

(change in millions)

(% change)

N/M

50.0

N/M - Not meaningful

In the ~~first~~second quarter 2021, ~~depreciation and amortization was $47~~income taxes were $8 million compared to ~~$42~~$2 million for the corresponding period in 2020. The increase was primarily due to a $3$4 million increase ~~in depreciation related to additional plant in service and an increase in depreciation rates in accordance~~associated with the flowback of excess deferred income taxes as a result of the Mississippi Power Rate Case Settlement ~~Agreement~~ and a $2$1 million increase due to ~~amortization of a regulatory asset associated with an ARO~~higher pre-tax earnings.

For year-to-date 2021, income taxes were $12 million compared to $8 million for the corresponding period in ~~accordance with the Mississippi Power Rate Case Settlement Agreement. See Note 2~~2020. The increase was primarily due to ~~the financial statements under "Mississippi Power – 2019 Base Rate Case" in Item 8 of the Form 10-K for additional information.~~higher pre-tax earnings.

Southern Power

Net Income Attributable to Southern Power

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$22 29.3


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$(27)	(42.9)	$(5)	(3.6)

Net income attributable to Southern Power infor the ~~first~~second quarter 2021 was ~~$97~~$36 million compared to ~~$75~~$63 million for the corresponding period in 2020. Net income attributable to Southern Power for year-to-date 2021 was $133 million compared to $138 million for the corresponding period in 2020. The ~~increase was~~decreases were primarily due to an increase in other operations and maintenance expenses associated with scheduled outages and maintenance. Partially offsetting the year-to-date 2021 decrease was a $16 million tax benefit due to changes in state apportionment methodology resulting from tax legislation enacted by the State of Alabama in February 2021.

Operating Revenues

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$65 17.3


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$51	11.6	$116	14.3

Total operating revenues include PPA capacity revenues, which are derived primarily from long-term contracts involving natural gas facilities, and PPA energy revenues from Southern Power's generation facilities. To the extent Southern Power has capacity not contracted under a PPA, it may sell power into an accessible wholesale market, or, to the extent those generation assets are part of the FERC-approved IIC, it may sell power into the Southern Company power pool.

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Natural Gas Capacity and Energy Revenue

Capacity revenues generally represent the greatest contribution to operating income and are designed to provide recovery of fixed costs plus a return on investment.

Energy is generally sold at variable cost or is indexed to published natural gas indices. Energy revenues will vary depending on the energy demand of Southern Power's customers and their generation capacity, as well as the market

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prices of wholesale energy compared to the cost of Southern Power's energy. Energy revenues also include fees for support services, fuel storage, and unit start charges. Increases and decreases in energy revenues under PPAs that are driven by fuel or purchased power prices are accompanied by an increase or decrease in fuel and purchased power costs and do not have a significant impact on net income.

Solar and Wind Energy Revenue

Southern Power's energy sales from solar and wind generating facilities are predominantly through long-term PPAs that do not have capacity revenue. Customers either purchase the energy output of a dedicated renewable facility through an energy charge or pay a fixed price related to the energy generated from the respective facility and sold to the grid. As a result, Southern Power's ability to recover fixed and variable operations and maintenance expenses is dependent upon the level of energy generated from these facilities, which can be impacted by weather conditions, equipment performance, transmission constraints, and other factors.

See FUTURE EARNINGS POTENTIAL – "Southern Power's Power Sales Agreements" in Item 7 of the Form 10-K for additional information regarding Southern Power's PPAs.

Operating Revenues Details

Details of Southern Power's operating revenues were as follows:


		First Quarter 2021		First Quarter 2020			Second Quarter 2021		Second Quarter 2020		Year-To-Date 2021		Year-To-Date 2020
		(in millions)					(in millions)
PPA capacity revenues	PPA capacity revenues	$	96	$	90	PPA capacity revenues	$	96	$	92	$	192	$	181
PPA energy revenues	PPA energy revenues	245		205		PPA energy revenues	296		270		541		475
Total PPA revenues	Total PPA revenues	341		295		Total PPA revenues	392		362		733		656
Non-PPA revenues	Non-PPA revenues	95		77		Non-PPA revenues	93		73		188		151
Other revenues	Other revenues	4		3		Other revenues	5		4		9		7
Total operating revenues	Total operating revenues	$	440	$	375	Total operating revenues	$	490	$	439	$	930	$	814

In the ~~first~~second quarter 2021, total operating revenues were ~~$440~~$490 million, reflecting a ~~$65~~$51 million, or ~~17%~~12%, increase from the corresponding period in 2020. The increase in operating revenues was primarily due to the following:

•PPA capacity revenues increased $6$4 million, or 7%4%, primarily due to new natural gas PPAs, which began subsequent to the second quarter 2020, and increased capacity on existing contracts, partially offset by the ~~disposition of Plant Mankato in the first quarter 2020 and the~~ contractual expiration of a natural gas ~~PPA in November 2020.~~PPAs.

•PPA energy revenues increased ~~$40~~$26 million, or ~~20%~~10%, primarily due to a ~~$35~~$31 million increase in sales from natural gas facilities resulting from a ~~$42~~$39 million increase in the price of fuel and purchased power, partially offset by ~~a $7~~an $8 million decrease in the volume of KWHs sold. ~~In addition, the increase reflects $6 million in sales from new wind facilities placed in service subsequent to the first quarter 2020.~~

•Non-PPA revenues increased ~~$18~~$20 million, or ~~23%~~27%, due to a ~~$38~~$31 million increase in the market price of energy, partially offset by ~~a $20~~an $11 million decrease in the volume of KWHs sold through short-term sales.

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For year-to-date 2021, total operating revenues were $930 million, reflecting a $116 million, or 14%, increase from the corresponding period in 2020. The increase in operating revenues was primarily due to the following:

•PPA capacity revenues increased $11 million, or 6%, primarily due to new natural gas PPAs, which began subsequent to the second quarter 2020, and increased capacity on existing contracts, partially offset by the disposition of Plant Mankato in the first quarter 2020 and the contractual expiration of natural gas PPAs.

•PPA energy revenues increased $66 million, or 14%, due to a $66 million increase in sales from natural gas facilities resulting from an $82 million increase in the price of fuel and purchased power, partially offset by a $16 million decrease in the volume of KWHs sold.

•Non-PPA revenues increased $37 million, or 25%, due to a $69 million increase in the market price of energy, partially offset by a $32 million decrease in the volume of KWHs sold through short-term sales.

Fuel and Purchased Power Expenses

Details of Southern Power's generation and purchased power were as follows:


		First Quarter 2021	First Quarter 2020		Second Quarter 2021	Second Quarter 2020	Year-To-Date 2021	Year-To-Date 2020
		(in billions of KWHs)			(in billions of KWHs)
Generation	Generation	9.4	10.7	Generation	10.3	11.3	19.7	22.0
Purchased power	Purchased power	0.6	0.7	Purchased power	0.7	0.9	1.3	1.5
Total generation and purchased power	Total generation and purchased power	10	11.4	Total generation and purchased power	11.0	12.2	21.0	23.5

Total generation and purchased power, excluding solar, wind, and tolling agreements	Total generation and purchased power, excluding solar, wind, and tolling agreements	6.1	7.2	Total generation and purchased power, excluding solar, wind, and tolling agreements	6.3	7.4	12.4	14.5

Southern Power's PPAs for natural gas generation generally provide that the purchasers are responsible for either procuring the fuel (tolling agreements) or reimbursing Southern Power for substantially all of the cost of fuel relating to the energy delivered under such PPAs. Consequently, changes in such fuel costs are generally accompanied by a corresponding change in related fuel revenues and do not have a significant impact on net income. Southern Power is responsible for the cost of fuel for generating units that are not covered under PPAs. Power from these generating units is sold into the wholesale market or into the Southern Company power pool for capacity owned directly by Southern Power.

Purchased power expenses will vary depending on demand, availability, and the cost of generating resources throughout the Southern Company system and other contract resources. Load requirements are submitted to the Southern Company power pool on an hourly basis and are fulfilled with the lowest cost alternative, whether that is generation owned by Southern Power, an affiliate company, or external parties. Such purchased power costs are generally recovered through PPA revenues.

Details of Southern Power's fuel and purchased power expenses were as follows:


		First Quarter 2021 vs. First Quarter 2020			Second Quarter 2021 vs. Second Quarter 2020					Year-To-Date 2021 vs. Year-To-Date 2020
			(change in millions)			(% change)		(change in millions)		(% change)	(change in millions)		(% change)
Fuel	Fuel		$	34		31.8	Fuel	$	38	37.3	$	72	34.4
Purchased power	Purchased power		6			42.9	Purchased power	7		38.9	14		43.8
Total fuel and purchased power expenses	Total fuel and purchased power expenses		$	40			Total fuel and purchased power expenses	$	45		$	86

In the ~~first~~second quarter 2021, total fuel and purchased power expenses increased ~~$40~~$45 million, or ~~33%~~38%, compared to the corresponding period in 2020. Fuel expense increased ~~$34~~$38 million due to a ~~$50~~$52 million increase in the average cost of fuel per KWH generated, partially offset by a ~~$16~~$14 million decrease associated with the volume of KWHs generated. Purchased power expense increased $6 million due to an $8 million increase associated with the average cost of purchased power, partially offset by a $2 million decrease associated with the volume of KWHs purchased.

~~Other Operations and Maintenance Expenses~~

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$22 27.8

In the first quarter 2021, other operations and maintenance expenses were $101 million compared to $79 million for the corresponding period in 2020. The increase was primarily due to an $8 million increase in scheduled outage and maintenance expenses, $6 million in expenses related to the allocation of uncollected settlements by the Energy Reliability Council of Texas market as a result of Winter Storm Uri, and $2 million in expenses associated with new wind facilities placed in service subsequent to the first quarter 2020.

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generated. Purchased power expense increased $7 million due to a $10 million increase associated with the average cost of purchased power, partially offset by a $3 million decrease associated with the volume of KWHs purchased.

For year-to-date 2021, total fuel and purchased power expenses increased $86 million, or 36%, compared to the corresponding period in 2020. Fuel expense increased $72 million due to a $102 million increase in the average cost of fuel per KWH generated, partially offset by a $30 million decrease associated with the volume of KWHs generated. Purchased power expense increased $14 million due to a $19 million increase associated with the average cost of purchased power, partially offset by a $5 million decrease associated with the volume of KWHs purchased.

Other Operations and Maintenance Expenses


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$34	44.2	$55	35.3

In the second quarter 2021, other operations and maintenance expenses were $111 million compared to $77 million for the corresponding period in 2020. The increase was primarily due to increases of $20 million in scheduled outage and maintenance expenses and $4 million in expenses associated with new wind facilities placed in service in 2020 and 2021.

For year-to-date 2021, other operations and maintenance expenses were $211 million compared to $156 million for the corresponding period in 2020. The increase was primarily due to increases of $27 million in scheduled outage and maintenance expenses, $6 million in expenses associated with new wind facilities placed in service in 2020 and 2021, and $6 million related to the allocation of uncollected settlements by the Energy Reliability Council of Texas market as a result of Winter Storm Uri.

Depreciation and Amortization


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$11	9.1	$12	5.0

In the second quarter 2021, depreciation and amortization was $132 million compared to $121 million for the corresponding period in 2020. For year-to-date 2021, depreciation and amortization was $251 million compared to $239 million for the corresponding period in 2020. The increases were primarily associated with new wind facilities placed in service in 2020 and 2021.

(Gain) Loss on Dispositions, Net

~~First~~Second Quarter 2021 vs. ~~First~~Second Quarter 2020

Year-To-Date 2021 vs. Year-To-Date 2020

(change in millions)

(% change)

(change in millions)

(% change)

$—

—

$—

—

~~In the first quarter~~For year-to-date 2021, gains on dispositions totaled $39 million primarily from contributions of wind turbine equipment to various equity method ~~investments.~~investments in the first quarter 2021. A $39 million gain was also recorded in the first quarter 2020 related to the sale of Plant Mankato. See Notes (E) and (K) to the Condensed Financial

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AND RESULTS OF OPERATIONS (Continued)

Statements under "Southern Power" herein and Note 15 to the financial statements under "Southern Power – Sales of Natural Gas and Biomass Plants" in Item 8 of the Form 10-K for additional information.

Income Taxes (Benefit)

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$(17) (242.9)


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$(8)	(133.3)	$(24)	(184.6)

In the ~~first~~second quarter 2021, income tax benefit was ~~$10~~$2 million compared to income tax expense of $7$6 million for the corresponding period in 2020. The change was primarily due to lower pre-tax earnings.

For year-to-date 2021, income tax benefit was $11 million compared to income tax expense of $13 million for the corresponding period in 2020. The change was primarily due to changes in state apportionment methodology resulting from tax legislation enacted by the State of Alabama in February 2021 ~~as well as~~and the tax impact from the sale of Plant Mankato in January 2020.

See Note (G) to the Condensed Financial Statements herein, MANAGEMENT'S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – "Income Tax Matters – Alabama State Tax Reform Legislation" in Item 7 of the Form 10-K, and Note 15 to the financial statements under "Southern Power" in Item 8 of the Form 10-K for additional information.

Southern Company Gas

Operating Metrics

Southern Company Gas continues to focus on several operating metrics, including Heating Degree Days, customer count, and volumes of natural gas sold.

Southern Company Gas measures weather and the effect on its business using Heating Degree Days. Generally, increased Heating Degree Days result in higher demand for natural gas on Southern Company Gas' distribution system. Southern Company Gas has various regulatory mechanisms, such as weather and revenue normalization and straight-fixed-variable rate design, which limit its exposure to weather changes within typical ranges in each of its utility's respective service territory. Southern Company Gas also utilizes weather hedges to limit the negative income impacts in the event of warmer-than-normal weather.

The number of customers served by gas distribution operations and gas marketing services can be impacted by natural gas prices, economic conditions, and competition from alternative fuels. Gas distribution operations and gas marketing services' customers are primarily located in Georgia and Illinois.

Southern Company Gas' natural gas volume metrics for gas distribution operations and gas marketing services illustrate the effects of weather and customer demand for natural gas. Wholesale gas services' physical sales volumes represent the daily average natural gas volumes sold to its customers.

Seasonality of Results

During the Heating Season, natural gas usage and operating revenues are generally higher as more customers are connected to the gas distribution systems and natural gas usage is higher in periods of colder weather. ~~Occasionally in~~Prior to the ~~summer,~~sale of Sequent, wholesale gas services' operating revenues ~~are~~occasionally were impacted due to peak usage by power generators in response to summer energy demands. Southern Company Gas' base operating expenses, excluding cost of natural gas, bad debt expense, and certain incentive compensation costs, are incurred relatively evenly throughout the year.

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~~AND RESULTS OF OPERATIONS (Continued)~~

Seasonality also affects the comparison of certain balance sheet items across quarters, including receivables, unbilled revenues, natural gas for sale, and notes payable. However, these items are comparable when reviewing Southern Company Gas' annual results. Thus, Southern Company Gas' operating results for the interim periods presented are not necessarily indicative of annual results and can vary significantly from quarter to quarter.

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Net Income (Loss)

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$123 44.7


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$(136)	(191.5)	$(13)	(3.8)

In the ~~first~~second quarter 2021, net ~~income~~loss was ~~$398~~$65 million compared to ~~$275~~income of $71 million for the corresponding period in 2020. The ~~increase~~decrease was primarily due to an $89 million decrease at wholesale gas services primarily due to an increase in derivative losses, partially offset by higher commercial activities, and an after-tax impairment charge of $58 million at gas pipeline investments related to the PennEast Pipeline project. These decreases were partially offset by a ~~$103~~$6 million increase at gas distribution operations primarily due to base rate increases and continued investment in infrastructure replacement.

For year-to-date 2021, net income was $333 million compared to $346 million for the corresponding period in 2020. The decrease was primarily due to an after-tax impairment charge of $58 million at gas pipeline investments related to the PennEast Pipeline project, partially offset by a $25 million increase at gas distribution operations primarily due to base rate increases and continued investment in infrastructure replacement and a $14 million increase at wholesale gas services primarily due to higher commercial activities as a result of Winter Storm Uri, partially offset by derivative losses.

See Notes (C) and ~~a $19 million increase at gas distribution operations primarily due~~(E) to ~~base rate increases~~the Condensed Financial Statements herein under "Other Matters – Southern Company Gas" and ~~continued investment in infrastructure replacement. See~~"Southern Company Gas," respectively, as well as Note 2 to the financial statements under "Southern Company Gas" in Item 8 of the Form 10-K for additional information.

Natural Gas Revenues, including Alternative Revenue Programs

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$445 35.6


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$41	6.4	$486	25.8

In the ~~first~~second quarter 2021, natural gas revenues, including alternative revenue programs, were ~~$1.7~~$677 million compared to $636 million for the corresponding period in 2020. For year-to-date 2021, natural gas revenues, including alternative revenue programs, were $2.4 billion compared to ~~$1.2~~$1.9 billion for the corresponding period in 2020.

Details of the changes in natural gas revenues, including alternative revenue programs, were as follows:


		First Quarter 2021			Second Quarter 2021						Year-To-Date 2021
			(in millions)			(% change)			(in millions)		(% change)		(in millions)		(% change)
Natural gas revenues – prior year	Natural gas revenues – prior year		$	1,249				Natural gas revenues – prior year	$	636			$	1,885
Estimated change resulting from –	Estimated change resulting from –							Estimated change resulting from –
Infrastructure replacement programs and base rate changes	Infrastructure replacement programs and base rate changes		38			3.0	%	Infrastructure replacement programs and base rate changes	41		6.4	%	81		4.3	%
Gas costs and other cost recovery	Gas costs and other cost recovery		152			12.2		Gas costs and other cost recovery	88		13.8		240		12.7

Wholesale gas services	Wholesale gas services		247			19.8		Wholesale gas services	(91)		(14.3)		156		8.3

Other	Other		8			0.6		Other	3		0.5		9		0.5
Natural gas revenues – current year	Natural gas revenues – current year		$	1,694		35.6	%	Natural gas revenues – current year	$	677	6.4	%	$	2,371	25.8	%

Revenues from infrastructure replacement programs and base rate changes increased in the ~~first~~second quarter and year-to-date 2021 compared to the corresponding ~~period~~periods in 2020 primarily due to rate increases at Atlanta Gas Light, Virginia Natural Gas, and Chattanooga Gas and continued investment in infrastructure replacement. See Note 2 to the financial statements under "Southern Company Gas – Rate Proceedings" in Item 8 of the Form 10-K for additional information.

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Revenues associated with gas costs and other cost recovery increased in the ~~first~~second quarter and year-to-date 2021 compared to the corresponding ~~period~~periods in 2020 primarily due to higher volumes sold and higher gas cost recovery. See "Cost of Natural Gas" herein for additional information. Revenue impacts from weather and customer growth are described further below.

Revenues from wholesale gas services ~~increased~~decreased in the ~~first~~second quarter 2021 compared to the corresponding period in 2020 due to derivative losses, partially offset by higher commercial activities. Revenues from wholesale gas services increased for year-to-date 2021 compared to the corresponding period in 2020 due to higher volumes sold and higher commercial activities as a result of Winter Storm Uri, partially offset by derivative losses. See "Segment Information – Wholesale Gas Services" herein for additional information. Also see Note (K) to the Condensed Financial Statements under "Southern Company Gas" herein for information regarding the sale of Sequent ~~which is expected to be completed during the third quarter~~on July 1, 2021.

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~~AND RESULTS OF OPERATIONS (Continued)~~

Southern Company Gas' natural gas distribution utilities have various regulatory mechanisms that limit their exposure to weather changes. Southern Company Gas also uses hedges for any remaining exposure to warmer-than-normal weather in Illinois for gas distribution operations and in Illinois and Georgia for gas marketing services; therefore, weather typically does not have a significant net income impact. The following table presents Heating Degree Days information for Illinois and Georgia, the primary locations where Southern Company Gas' operations are impacted by weather.


		First Quarter			2021 vs. normal		2021 vs. 2020		Second Quarter				2021 vs. normal	2021 vs. 2020			Year-to-Date				2021 vs. normal	2021 vs. 2020
		Normal(*)	2021	2020	colder (warmer)						Normal(*)	2021	2020		colder (warmer)		(warmer)		Normal(*)	2021	2020		(warmer)		colder
		(in thousands)							(in thousands)								(in thousands)
Illinois	Illinois	3,024	2,947	2,759	(2.5)	%	6.8	%		Illinois	657	634	736		(3.5)	%	(13.9)	%	3,681	3,580	3,495		(2.7)	%	2.4	%
Georgia	Georgia	1,326	1,254	1,091	(5.4)	%	14.9	%		Georgia	125	142	188		13.6	%	(24.5)	%	1,451	1,396	1,279		(3.8)	%	9.1	%

(*)Normal represents the 10-year average from January 1, 2011 through ~~March 31,~~June 30, 2020 for Illinois at Chicago Midway International Airport and for Georgia at Atlanta Hartsfield-Jackson International Airport, based on information obtained from the National Oceanic and Atmospheric Administration, National Climatic Data Center.

The following table provides the number of customers served by Southern Company Gas at ~~March 31,~~June 30, 2021 and 2020:


		March 31,							June 30,
		2021		2020		2021 vs. 2020			2021		2020		2021 vs. 2020
		(in thousands, except market share %)				(% change)			(in thousands, except market share %)				(% change)
Gas distribution operations	Gas distribution operations	4,335		4,298		0.9	%	Gas distribution operations	4,300		4,275		0.6	%
Gas marketing services	Gas marketing services							Gas marketing services
Energy customers(*)	Energy customers(*)	667		638		4.5	%	Energy customers(*)	612		671		(8.8)	%
Market share of energy customers in Georgia	Market share of energy customers in Georgia	28.9	%	28.8	%	0.3	%	Market share of energy customers in Georgia	29.1	%	29.0	%	0.3	%

(*)Gas marketing services' customers are primarily located in Georgia and Illinois. ~~March 31, 2021~~June 30, 2020 also includes approximately 50,000 customers in Ohio contracted through an annual auction process to serve for 12 months beginning April 1, 2020.

Southern Company Gas anticipates continued customer growth as it expects continued low natural gas prices. Southern Company Gas uses a variety of targeted marketing programs to attract new customers and to retain existing customers.

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Cost of Natural Gas

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$144 32.8


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$87	60.4	$231	39.6

Excluding Atlanta Gas Light, which does not sell natural gas to end-use customers, natural gas distribution rates include provisions to adjust billings for fluctuations in natural gas costs. Therefore, gas costs recovered through natural gas revenues generally equal the amount expensed in cost of natural gas and do not affect net income from gas distribution operations. Cost of natural gas at gas distribution operations represented ~~86%~~87% of total cost of natural gas for both the ~~first~~second quarter and year-to-date 2021. See MANAGEMENT'S DISCUSSION AND ANALYSIS – RESULTS OF OPERATIONS – "Southern Company Gas – Cost of Natural Gas" in Item 7 of the Form 10-K and "Natural Gas Revenues, including Alternative Revenue Programs" herein for additional information.

The following table details the volumes of natural gas sold during all periods presented.


	Second Quarter		2021 vs. 2020		Year-to-Date		2021 vs. 2020
	2021	2020			2021	2020
Gas distribution operations (mmBtu in millions)
Firm	103	100	3.0	%	391	357	9.5	%
Interruptible	23	21	9.5		50	45	11.1
Total	126	121	4.1	%	441	402	9.7	%
Wholesale gas services (mmBtu in millions/day)
Daily physical sales	6.1	6.4	(4.7)	%	6.6	6.6	—	%
Gas marketing services (mmBtu in millions)
Firm:
Georgia	4	4	—	%	23	18	27.8	%
Illinois	1	1	—		5	6	(16.7)

Other	2	3	(33.3)		8	7	14.3
Interruptible large commercial and industrial	3	3	—		7	7	—
Total	10	11	(9.1)	%	43	38	13.2	%

Other Operations and Maintenance Expenses


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$13	5.9	$53	11.1

In the second quarter 2021, other operations and maintenance expenses were $233 million compared to $220 million for the corresponding period in 2020. For year-to-date 2021, other operations and maintenance expenses were $532 million compared to $479 million for the corresponding period in 2020. The increases were primarily

~~110~~

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~~The following table details the volumes of natural~~due to higher compensation expenses, primarily related to an increase in variable compensation at wholesale gas ~~sold during all periods presented.~~services.

First Quarter 2021 vs. 2020
2021 2020
Gas distribution operations (mmBtu in millions)
Firm 288 258 11.6 %
Interruptible 26 24 8.3
Total 314 282 11.3 %
Wholesale gas services (mmBtu in millions/day)
Daily physical sales 7.1 6.9 2.9 %
Gas marketing services (mmBtu in millions)
Firm:
Georgia 19 14 35.7 %
Illinois 4 5 (20.0)
Other 6 5 20.0
Interruptible large commercial and industrial 4 4 —
Total 33 28 17.9 %
Depreciation and Amortization

~~Other Operations and Maintenance Expenses~~

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$41 15.9


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$10	8.1	$20	8.2

In the ~~first~~second quarter 2021, ~~other operations~~depreciation and ~~maintenance expenses were $299~~amortization was $133 million compared to ~~$258~~$123 million for the corresponding period in 2020. For year-to-date 2021, depreciation and amortization was $263 million compared to $243 million for the corresponding period in 2020. The ~~increase was primarily due to higher compensation expense at wholesale gas services.~~

~~Depreciation and Amortization~~

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$10 8.3

~~In the first quarter 2021, depreciation and amortization was $130 million compared to $120 million for the corresponding period in 2020. The increase was~~increases were primarily due to continued infrastructure investments at the natural gas distribution utilities.

Taxes Other Than Income Taxes

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$9 12.5


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$2	4.3	$12	10.2

In the ~~first~~second quarter 2021, taxes other than income taxes were ~~$81~~$49 million compared to ~~$72~~$47 million for the corresponding period in 2020. For year-to-date 2021, taxes other than income taxes were $130 million compared to $118 million for the corresponding period in 2020. The ~~increase~~increases primarily ~~reflects~~reflect an increase in revenue tax expenses as a result of higher natural gas revenues at Nicor Gas. These revenue tax expenses are passed directly to customers and have no impact on net income.

Earnings (Loss) from Equity Method Investments


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$(82)	(273.3)	$(83)	(115.3)

In the second quarter 2021, loss from equity method investments was $52 million compared to earnings of $30 million for the corresponding period in 2020. For year-to-date 2021, loss from equity method investments was $11 million compared to earnings of $72 million for the corresponding period in 2020. The decreases were primarily due to a pre-tax impairment charge of $82 million recorded in the second quarter 2021 related to the PennEast Pipeline project. See Notes (C) and (E) to the Condensed Financial Statements herein under "Other Matters – Southern Company Gas" and "Southern Company Gas," respectively, for additional information.

Other Income (Expense), Net


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$(26)	(216.7)	$(99)	(471.4)

In the second quarter 2021, other income (expense), net was $14 million of expense compared to $12 million of income for the corresponding period in 2020. For year-to-date 2021, other income (expense), net was $78 million of expense compared to $21 million of income for the corresponding period in 2020. The increases in other expense were primarily due to charitable contributions of $26 million and $101 million in the second quarter and year-to-date 2021, respectively.

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~~Other~~ Income ~~(Expense), Net~~Taxes (Benefit)

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$(72) (800.0)


Second Quarter 2021 vs. Second Quarter 2020		Year-To-Date 2021 vs. Year-To-Date 2020
(change in millions)	(% change)	(change in millions)	(% change)
$(45)	(281.3)	$(3)	(3.2)

In the first quarter 2021, other income (expense), net was $63 million of expense compared to $9 million of income for the corresponding period in 2020. The increase in other expense was primarily due to $75 million in charitable contributions in the first quarter 2021.

~~Income Taxes~~

First Quarter 2021 vs. First Quarter 2020
(change in millions) (% change)
$42 53.2

~~In the first~~second quarter 2021, income ~~taxes were $121~~tax benefit was $29 million compared to ~~$79~~income tax expense of $16 million for the corresponding period in 2020. The ~~increase~~change was primarily ~~due~~the result of a pre-tax impairment charge at gas pipeline investments related to the PennEast Pipeline project and a pre-tax loss at wholesale gas services in the second quarter 2021. For year-to-date 2021, income taxes were $92 million compared to $95 million for the corresponding period in 2020. The pre-tax impairment charge at gas pipeline investments was largely offset by higher pre-tax earnings at wholesale gas services and gas distribution operations. See Notes (C) and (E) to the Condensed Financial Statements herein under "Other Matters – Southern Company Gas" and "Southern Company Gas," respectively, for additional information.

Performance and Non-GAAP Measures

Adjusted operating margin is a non-GAAP measure that is calculated as operating revenues less cost of natural gas, cost of other sales, and revenue tax expense. Adjusted operating margin excludes other operations and maintenance expenses, depreciation and amortization, and taxes other than income taxes, which are included in the calculation of operating income as calculated in accordance with GAAP and reflected in the statements of income. The presentation of adjusted operating margin is believed to provide useful information regarding the contribution resulting from base rate changes, infrastructure replacement programs and capital projects, and customer growth at gas distribution operations since the cost of natural gas and revenue tax expense can vary significantly and are generally billed directly to customers. Southern Company Gas further believes that utilizing adjusted operating margin at gas pipeline investments, wholesale gas services, and gas marketing services allows it to focus on a direct measure of performance before overhead costs. The applicable reconciliation of operating income to adjusted operating margin is provided herein.

Adjusted operating margin should not be considered an alternative to, or a more meaningful indicator of, Southern Company Gas' operating performance than operating income as determined in accordance with GAAP. In addition, Southern Company Gas' adjusted operating margin may not be comparable to similarly titled measures of other companies.

Detailed variance explanations of Southern Company Gas' financial performance are provided herein.

Reconciliations of operating income to adjusted operating margin are as follows:


		First Quarter 2021		First Quarter 2020			Second Quarter 2021		Second Quarter 2020		Year-To-Date 2021		Year-To-Date 2020
		(in millions)					(in millions)
Operating Income	Operating Income	$	601	$	360	Operating Income	$	31	$	102	$	632	$	462
Other operating expenses(a)	Other operating expenses(a)	510		450		Other operating expenses(a)	415		390		925		840
Revenue taxes(b)	Revenue taxes(b)	(53)		(45)		Revenue taxes(b)	(22)		(22)		(75)		(67)
Adjusted Operating Margin	Adjusted Operating Margin	$	1,058	$	765	Adjusted Operating Margin	$	424	$	470	$	1,482	$	1,235

(a)Includes other operations and maintenance, depreciation and amortization, and taxes other than income taxes.

(b)Nicor Gas' revenue tax expenses, which are passed through directly to customers.

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Segment Information

Adjusted operating margin, operating expenses, and net income for each segment are provided in the table below. See Note (L) to the Condensed Financial Statements under "Southern Company Gas" herein for additional information.


		First Quarter 2021						First Quarter 2020							Second Quarter 2021						Second Quarter 2020
		Adjusted Operating Margin(*)		Operating Expenses(*)		Net Income (Loss)		Adjusted Operating Margin(*)		Operating Expenses(*)		Net Income (Loss)			Adjusted Operating Margin(*)		Operating Expenses(*)		Net Income (Loss)		Adjusted Operating Margin(*)		Operating Expenses(*)		Net Income (Loss)
		(in millions)						(in millions)							(in millions)						(in millions)
Gas distribution operations	Gas distribution operations	$	644	$	357	$	183	$	595	$	340	$	164	Gas distribution operations	$	486	$	340	$	80	$	441	$	314	$	74
Gas pipeline investments	Gas pipeline investments	8		3		29		8		3		30		Gas pipeline investments	8		3		(36)		8		3		21
Wholesale gas services	Wholesale gas services	297		55		126		50		17		23		Wholesale gas services	(110)		11		(112)		(19)		11		(23)
Gas marketing services	Gas marketing services	104		29		56		107		30		57		Gas marketing services	35		25		6		35		28		5
All other	All other	7		15		4		6		16		1		All other	6		15		(3)		7		14		(6)
Intercompany eliminations	Intercompany eliminations	(2)		(2)		—		(1)		(1)		—		Intercompany eliminations	(1)		(1)		—		(2)		(2)		—
Consolidated	Consolidated	$	1,058	$	457	$	398	$	765	$	405	$	275	Consolidated	$	424	$	393	$	(65)	$	470	$	368	$	71

(*)Adjusted operating margin and operating expenses are adjusted for Nicor Gas' revenue tax expenses, which are passed through directly to customers.


	Year-To-Date 2021						Year-To-Date 2020
	Adjusted Operating Margin(*)		Operating Expenses(*)		Net Income (Loss)		Adjusted Operating Margin(*)		Operating Expenses(*)		Net Income (Loss)
	(in millions)						(in millions)
Gas distribution operations	$	1,130	$	697	$	263	$	1,036	$	654	$	238
Gas pipeline investments	16		6		(7)		16		6		51
Wholesale gas services	187		66		14		31		28		—
Gas marketing services	139		54		62		142		58		62
All other	13		30		1		13		30		(5)
Intercompany eliminations	(3)		(3)		—		(3)		(3)		—
Consolidated	$	1,482	$	850	$	333	$	1,235	$	773	$	346

(*)Adjusted operating margin and operating expenses are adjusted for Nicor Gas' revenue tax expenses, which are passed through directly to customers.

Gas Distribution Operations

Gas distribution operations is the largest component of Southern Company Gas' business and is subject to regulation and oversight by regulatory agencies in each of the states it serves. These agencies approve natural gas rates designed to provide Southern Company Gas with the opportunity to generate revenues to recover the cost of natural gas delivered to its customers and its fixed and variable costs, including depreciation, interest expense, operations and maintenance, taxes, and overhead costs, and to earn a reasonable return on its investments.

With the exception of Atlanta Gas Light, Southern Company Gas' second largest utility that operates in a deregulated natural gas market and has a straight-fixed-variable rate design that minimizes the variability of its revenues based on consumption, the earnings of the natural gas distribution utilities can be affected by customer consumption patterns that are a function of weather conditions, price levels for natural gas, and general economic conditions that may impact customers' ability to pay for natural gas consumed. Southern Company Gas has various regulatory and other mechanisms, such as weather and revenue normalization mechanisms and weather derivative

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AND RESULTS OF OPERATIONS (Continued)

instruments, that limit its exposure to changes in customer consumption, including weather changes within typical ranges in its natural gas distribution utilities' service territories.

In the ~~first~~second quarter and year-to-date 2021, net income increased ~~$19~~$6 million, or ~~11.6%~~8.1%, and $25 million, or 10.5%, respectively, when compared to the corresponding ~~period~~periods in 2020. ~~The $49 million increase in~~In the second quarter and year-to-date 2021, adjusted operating margin increased $45 million and $94 million, respectively, when compared to the corresponding periods in 2020 primarily ~~reflects~~due to rate increases for Atlanta Gas Light, Virginia Natural Gas, and Chattanooga Gas and continued investment in infrastructure replacement. ~~The $17 million increase in~~In the second quarter and year-to-date 2021, operating expenses ~~includes~~increased $26 million and $43 million, respectively, when compared to the corresponding periods in 2020 primarily due to higher depreciation ~~primarily due to~~resulting from additional assets placed in service, ~~and~~as well as higher compensation expenses. ~~The $5 million increase in~~In the second quarter and year-to-date 2021, interest expense, net of amounts capitalized isincreased $5 million and $10 million, respectively, when compared to the corresponding periods in 2020 primarily due to additional debt issued to finance continued investments. ~~The~~In the second quarter and year-to-date 2021, income taxes increased $6 million ~~increase~~and $12 million, respectively, when compared to the corresponding periods in ~~income tax expense is~~2020 primarily due to higher pre-tax earnings.

See Note 2 to the financial statements under "Southern Company Gas" in Item 8 of the Form 10-K for additional information.

Gas Pipeline Investments

Gas pipeline investments consists primarily of joint ventures in natural gas pipeline investments including SNG, PennEast Pipeline, Dalton Pipeline, and Atlantic Coast Pipeline (until its sale on March 24, 2020). See Note (E) to the Condensed Financial Statements under "Southern Company Gas" herein and Note 15 to the financial statements under "Southern Company Gas" in Item 8 of the Form 10-K for additional information.

For the second quarter and year-to-date 2021, net income decreased $57 million and $58 million, respectively, when compared to the corresponding periods in 2020. The decreases were due to a pre-tax impairment charge of $82 million ($58 million after tax) related to the equity method investment in the PennEast Pipeline project. See Notes (C) and (E) to the Condensed Financial Statements herein under "Other Matters – Southern Company Gas" and "Southern Company Gas," respectively, for additional information.

Wholesale Gas Services

Prior to the sale of Sequent on July 1, 2021, wholesale gas services was involved in asset management and optimization, storage, transportation, producer and peaking services, natural gas supply, natural gas services, and wholesale gas marketing. Southern Company Gas positioned the business to generate positive economic earnings on an annual basis even under low volatility market conditions that can result from a number of factors. When market price volatility increased, wholesale gas services was positioned to capture significant value and generate stronger results. Operating expenses primarily reflect employee compensation and benefits. See Note (K) to the Condensed Financial Statements under "Southern Company Gas" herein for information regarding the sale of Sequent on July 1, 2021.

In the second quarter 2021, net income decreased $89 million when compared to the corresponding period in 2020. The decrease primarily relates to a $91 million decrease in adjusted operating margin and a $26 million decrease in other income and (expense) related to higher charitable contributions, partially offset by a $27 million decrease in income tax expense due to lower pre-tax earnings.

For year-to-date 2021, net income increased $14 million when compared to the corresponding period in 2020. The increase primarily relates to a $156 million increase in adjusted operating margin, partially offset by a $38 million increase in operating expenses primarily related to an increase in variable compensation. The increase was also partially offset by a $101 million decrease in other income and (expense) related to higher charitable contributions and a $4 million increase in income tax expense due to higher pre-tax earnings.

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~~Wholesale Gas Services~~

Wholesale gas services is involved in asset management and optimization, storage, transportation, producer and peaking services, natural gas supply, natural gas services, and wholesale gas marketing. Southern Company Gas has positioned the business to generate positive economic earnings on an annual basis even under low volatility market conditions that can result from a number of factors. When market price volatility increases, wholesale gas services is well positioned to capture significant value and generate stronger results. Operating expenses primarily reflect employee compensation and benefits.

In the first quarter 2021, net income increased $103 million, or 447.8%, compared to the corresponding period in 2020. The increase primarily relates to a $247 million increase in adjusted operating margin, partially offset by a $38 million increase in operating expenses primarily related to an increase in variable compensation. The increase was also partially offset by a $75 million increase in other income (expenses) related to higher charitable contributions and a $31 million increase in income tax expense due to higher pre-tax earnings.

Details of the changes in adjusted operating margin are provided in the table below.


		First Quarter 2021		First Quarter 2020			Second Quarter 2021		Second Quarter 2020		Year-To-Date 2021		Year-To-Date 2020
		(in millions)					(in millions)
Commercial activity recognized	Commercial activity recognized	$	315	$	(20)	Commercial activity recognized	$	(6)	$	(33)	$	309	$	(42)
Gain (loss) on storage derivatives	Gain (loss) on storage derivatives	(2)		(6)		Gain (loss) on storage derivatives	(24)		(5)		(26)		(11)
Gain (loss) on transportation and forward commodity derivatives	Gain (loss) on transportation and forward commodity derivatives	(15)		77		Gain (loss) on transportation and forward commodity derivatives	(80)		19		(96)		85
LOCOM adjustments, net of current period recoveries		(1)		(1)

Purchase accounting adjustments to fair value inventory and contracts						Purchase accounting adjustments to fair value inventory and contracts	—		—		—		(1)
Adjusted operating margin	Adjusted operating margin	$	297	$	50	Adjusted operating margin	$	(110)	$	(19)	$	187	$	31

Change in Commercial Activity

The commercial activity at wholesale gas services includes recognition of storage and transportation values that were generated in prior periods, which reflect the impact of prior period hedge gains and losses as associated physical transactions occur. The increase in commercial activity in the ~~first~~second quarter 2021 compared to the corresponding period in 2020 was primarily due to large losses in the second quarter 2020 driven by mild weather and tight transportation spreads. The increase in commercial activity for year-to-date 2021 compared to the corresponding period in 2020 was primarily due to natural gas price volatility that was generated by cold weather, particularly in the Midwest and Texas, resulting in wider transportation spreads.

Change in Storage and Transportation Derivatives

Volatility in the natural gas market arises from a number of factors, such as weather fluctuations or changes in supply or demand for natural gas in different regions of the U.S. The volatility of natural gas commodity prices has a significant impact on Southern Company Gas' customer rates, long-term competitive position against other energy sources, and the ability of wholesale gas services to capture value from locational and seasonal spreads. Forward storage or time spreads applicable to the locations of wholesale gas services' specific storage positions in 2021 resulted in storage derivative losses. Transportation and forward commodity derivative losses in ~~the first quarter~~ 2021 ~~are~~were a result of widening transportation spreads.

~~Withdrawal Schedule and Physical Transportation Transactions~~

The expected natural gas withdrawals from storage and expected offset to prior hedge losses/gains associated with the transportation portfolio of wholesale gas services are presented in the following table, along with the net operating revenues expected at the time of withdrawal from storage and the physical flow of natural gas between contracted transportation receipt and delivery points. Wholesale gas services' expected net operating revenues exclude storage and transportation demand charges, as well as other variable fuel, withdrawal, receipt, and delivery charges, and exclude estimated profit sharing under asset management agreements. Further, the amounts that are realizable in future periods are based on the inventory withdrawal schedule, planned physical flow of natural gas between the transportation receipt and delivery points, and forward natural gas prices at March 31, 2021. A portion

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~~of wholesale gas services' storage inventory and transportation capacity is economically hedged with futures contracts, which results in the realization of substantially fixed net operating revenues.~~

Storage withdrawal schedule
Total storage(a)
Expected net operating
gains (losses)(b)
Physical transportation transactions – expected net operating gains (losses)(c)
(in mmBtu in millions) (in millions) (in millions)
2021 11 $ 6 $ —
2022 and thereafter 6 5 15
Total at March 31, 2021 17 $ 11 $ 15

~~(a)At March 31, 2021, the WACOG of wholesale gas services' expected natural gas withdrawals from storage was $1.85 per mmBtu.~~

~~(b)~~Represents expected operating gains from planned storage withdrawals associated with existing inventory positions and could change as wholesale gas services adjusts its daily injection and withdrawal plans in response to changes in future market conditions and forward NYMEX price fluctuations.

~~(c)~~Represents the expected net gains during the periods in which the derivatives will be settled and the physical transportation transactions will occur that offset the derivative gains and losses previously recognized.

The unrealized storage and transportation derivative gains do not change the underlying economic value of wholesale gas services' storage and transportation positions and will be reversed when the related transactions occur and are recognized. For more information on wholesale gas services' energy marketing and risk management activities, see MANAGEMENT'S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – "Market Price Risk" in Item 7 of the Form 10-K.

Gas Marketing Services

Gas marketing services provides energy-related products and services to natural gas markets and participants in customer choice programs that were approved in various states to increase competition. These programs allow customers to choose their natural gas supplier while the local distribution utility continues to provide distribution and transportation services. Gas marketing services is weather sensitive and uses a variety of hedging strategies, such as weather derivative instruments and other risk management tools, to partially mitigate potential weather impacts.

All Other

All other includes natural gas storage businesses, including Jefferson Island through its sale on December 1, 2020, fuels operations through the sale of Southern Company Gas' interest in Pivotal LNG on March 24, 2020, AGL Services Company, and Southern Company Gas Capital, as well as various corporate operating expenses that are not allocated to the reportable segments and interest income (expense) associated with affiliate financing arrangements. See Note 15 to the financial statements under "Southern Company Gas" in Item 8 of the Form 10-K for additional information on the sale of its interest in Pivotal LNG and the sale of Jefferson Island.

~~Segment Reconciliations~~

Reconciliations of operating income to adjusted operating margin for the first quarter 2021 and 2020 are reflected in the following tables. See Note (L) to the Condensed Financial Statements herein for additional information.

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First Quarter 2021
Gas Distribution Operations Gas Pipeline Investments Wholesale Gas Services Gas Marketing Services All Other Intercompany Elimination Consolidated
(in millions)
Operating Income (Loss) $ 287 $ 5 $ 242 $ 75 $ (8) $ — $ 601
Other operating expenses(a)
410 3 55 29 15 (2) 510
Revenue tax expense(b)
(53) — — — — — (53)
Adjusted Operating Margin $ 644 $ 8 $ 297 $ 104 $ 7 $ (2) $ 1,058
Segment Reconciliations

First Quarter 2020
Gas Distribution Operations Gas Pipeline Investments Wholesale Gas Services Gas Marketing Services All Other Intercompany Elimination Consolidated
(in millions)
Operating Income (Loss) $ 255 $ 5 $ 33 $ 77 $ (10) $ — $ 360
Other operating expenses(a)
385 3 17 30 16 (1) 450
Revenue tax expense(b)
(45) — — — — — (45)
Adjusted Operating Margin $ 595 $ 8 $ 50 $ 107 $ 6 $ (1) $ 765
Reconciliations of operating income to adjusted operating margin for the second quarter and year-to-date 2021 and 2020 are reflected in the following tables. See Note (L) to the Condensed Financial Statements herein for additional information.


	Gas Distribution Operations		Gas Pipeline Investments		Wholesale Gas Services		Gas Marketing Services		All Other		Intercompany Elimination		Consolidated
	(in millions)
Second Quarter 2021
Operating Income (Loss)	$	146	$	5	$	(121)	$	10	$	(9)	$	—	$	31
Other operating expenses(a)	362		3		11		25		15		(1)		415
Revenue tax expense(b)	(22)		—		—		—		—		—		(22)
Adjusted Operating Margin	$	486	$	8	$	(110)	$	35	$	6	$	(1)	$	424

Second Quarter 2020
Operating Income (Loss)	$	127	$	5	$	(30)	$	7	$	(7)	$	—	$	102
Other operating expenses(a)	336		3		11		28		14		(2)		390
Revenue tax expense(b)	(22)		—		—		—		—		—		(22)
Adjusted Operating Margin	$	441	$	8	$	(19)	$	35	$	7	$	(2)	$	470

Year-To-Date 2021
Operating Income (Loss)	$	433	$	10	$	121	$	85	$	(17)	$	—	$	632
Other operating expenses(a)	772		6		66		54		30		(3)		925
Revenue tax expense(b)	(75)		—		—		—		—		—		(75)
Adjusted Operating Margin	$	1,130	$	16	$	187	$	139	$	13	$	(3)	$	1,482

Year-To-Date 2020
Operating Income (Loss)	$	382	$	10	$	3	$	84	$	(17)	$	—	$	462
Other operating expenses(a)	721		6		28		58		30		(3)		840
Revenue tax expense(b)	(67)		—		—		—		—		—		(67)
Adjusted Operating Margin	$	1,036	$	16	$	31	$	142	$	13	$	(3)	$	1,235

(a)Includes other operations and maintenance, depreciation and amortization, and taxes other than income taxes.

(b)Nicor Gas' revenue tax expenses, which are passed through directly to customers.

FUTURE EARNINGS POTENTIAL

Each Registrant's results of operations are not necessarily indicative of its future earnings potential. The level of the Registrants' future earnings depends on numerous factors that affect the opportunities, challenges, and risks of the Registrants' primary businesses of selling electricity and/or distributing natural gas, as described further herein.

For the traditional electric operating companies, these factors include the ability to maintain constructive regulatory environments that allow for the timely recovery of prudently-incurred costs during a time of increasing costs, continued customer growth, and the trend of reduced electricity usage per customer, especially in residential and

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commercial markets. For Georgia Power, completing construction of Plant Vogtle Units 3 and 4 and related cost recovery proceedings is another major factor.

Earnings in the electricity business will also depend upon maintaining and growing sales, considering, among other things, the adoption and/or penetration rates of increasingly energy-efficient technologies and increasing volumes of electronic commerce transactions, which could contribute to a net reduction in customer usage.

Global and U.S. economic conditions have been significantly affected by a series of demand and supply shocks that caused a global and national economic recession in 2020. Most prominently, the COVID-19 pandemic has negatively impacted global supply chains and business operations as suppliers continue to experience difficulties keeping up with strong demand for factory goods, which is being driven by low business inventories. The combination of rising inoculation rates in the U.S. population and the recent federal COVID-19 relief package is expected to help boost economic recovery in 2021. The drivers, speed, and depth of the 2020 economic contraction were unprecedented and have reduced energy demand across the Southern Company system's service territory, primarily in the commercial and industrial classes. The negative impacts, which started in late-March 2020, of the COVID-19 pandemic and related recession on the Southern Company system's retail electric sales began to improve in the middle of May ~~2020;~~2020. Retail electric revenues attributable to changes in sales increased in the first half of 2021 when compared to the corresponding period in 2020 primarily due to the normalization of economic activity; however, retail electric ~~revenues in the first quarter 2021~~sales continued to be negatively impacted by the COVID-19 ~~pandemic.~~pandemic when compared to pre-pandemic trends. Recovery is expected to continue ~~into~~in the second half of 2021, but responses to the COVID-19 pandemic by both customers and governments could significantly affect the pace of recovery. The ultimate extent of the negative impact on revenues depends on the depth and duration of the economic contraction in

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the Southern Company system's service territory and cannot be determined at this time. See RESULTS OF OPERATIONS herein for information on COVID-19-related impacts on energy demand in the Southern Company system's service territory during the first ~~quarter~~half of 2021.

The level of future earnings for Southern Power's competitive wholesale electric business depends on numerous factors including Southern Power's ability to execute its growth strategy through the development or acquisition of renewable facilities and other energy projects while containing costs, as well as regulatory matters, creditworthiness of customers, total electric generating capacity available in Southern Power's market areas, and Southern Power's ability to successfully remarket capacity as current contracts expire. In addition, renewable portfolio standards, availability of tax credits, transmission constraints, cost of generation from units within the Southern Company power pool, and operational limitations could influence Southern Power's future earnings.

The level of future earnings for Southern Company Gas' primary business of distributing natural gas and its complementary businesses in the gas pipeline investments ~~wholesale gas services,~~ and gas marketing services sectors depends on numerous factors. These factors include the natural gas distribution utilities' ability to maintain constructive regulatory environments that allow for the timely recovery of prudently-incurred costs, the completion and subsequent operation of ongoing infrastructure and other construction projects, creditworthiness of customers, and Southern Company Gas' ability to optimize its transportation and storage positions and to re-contract storage rates at favorable prices. The volatility of natural gas prices has an impact on Southern Company Gas' customer rates, its long-term competitive position against other energy sources, and the ability of Southern Company Gas' gas marketing services ~~and wholesale gas services businesses~~business to capture value from locational and seasonal spreads. Additionally, changes in commodity prices subject a portion of Southern Company Gas' operations to earnings variability. Over the longer term, volatility is expected to be low to moderate and locational and/or transportation spreads are expected to decrease as new pipelines are built to reduce the existing supply constraints in the shale areas of the Northeast U.S. To the extent these pipelines are delayed or not built, volatility could increase. See Note 3 to the financial statements in Item 8 of the Form 10-K and Note (C) to the Condensed Financial Statements herein under "Other Matters – Southern Company Gas" for additional information on ~~permitting~~ challenges experienced by the PennEast ~~Pipeline.~~Pipeline project. Additional economic factors may contribute to this environment, including a significant drop in oil and natural gas prices, which could lead to consolidation of natural gas producers or reduced levels of natural gas production. In addition, if the COVID-19 pandemic results in continued economic uncertainty for a sustained

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period, demand for natural gas may decrease, resulting in further downward pressure on natural gas prices and lower volatility in the natural gas markets on a longer-term basis.

Earnings for both the electricity and natural gas businesses are subject to a variety of other factors. These factors include weather, competition, developing new and maintaining existing energy contracts and associated load requirements with wholesale customers, energy conservation practiced by customers, the use of alternative energy sources by customers, government incentives to reduce overall energy usage, the prices of electricity and natural gas, and the price elasticity of demand. Demand for electricity and natural gas in the Registrants' service territories is primarily driven by the pace of economic growth or decline that may be affected by changes in regional and global economic conditions, which may impact future earnings.

As part of its ongoing effort to adapt to changing market conditions, Southern Company continues to evaluate and consider a wide array of potential business strategies. These strategies may include business combinations, partnerships, and acquisitions involving other utility or non-utility businesses or properties, disposition of certain assets or businesses, internal restructuring, or some combination thereof. Furthermore, Southern Company may engage in new business ventures that arise from competitive and regulatory changes in the utility industry. Pursuit of any of the above strategies, or any combination thereof, may significantly affect the business operations, risks, and financial condition of Southern Company. In addition, Southern Power and Southern Company Gas regularly consider and evaluate joint development arrangements as well as acquisitions and dispositions of businesses and assets as part of their business strategies. See Note 15 to the financial statements in Item 8 of the Form 10-K and Note (K) to the Condensed Financial Statements herein for additional information.

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For additional information relating to these issues, see RISK FACTORS in Item 1A and MANAGEMENT'S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL in Item 7 of the Form 10-K.

Environmental Matters

See MANAGEMENT'S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – "Environmental Matters" in Item 7 and Note 3 to the financial statements under "Environmental Remediation" in Item 8 of the Form 10-K, as well as Note (C) to the Condensed Financial Statements under "Environmental Remediation" herein, for additional information.

Environmental Laws and Regulations

Water Quality

On July 26, 2021, the EPA announced its intent to further revise the ELG Rules, with a proposed rule expected in the fall of 2022. The ultimate outcome of this matter cannot be determined at this time; however, any revisions could require changes in the traditional electric operating companies' compliance strategies.

Alabama Power is assessing the viability of complying with the ~~EPA's steam electric effluent limitations guidelines (ELG) rule (finalized in 2015) and the~~ ELG ~~reconsideration rule (finalized in October 2020) (ELG rules)~~Rules for certain of its coal units (totaling approximately 2,000 MWs) due to the timing and anticipated cost to comply with the ELG ~~rules.~~Rules. The results of the assessment could accelerate a determination to discontinue or modify operation of the units. Alabama Power will review all of the facts and circumstances and evaluate all alternatives prior to reaching a final determination. The units under evaluation have net book values totaling approximately $2.3 billion at ~~March 31,~~June 30, 2021. Additionally, net capitalized asset retirement costs associated with these facilities totaled approximately $900 million at ~~March 31,~~June 30, 2021.

Based on an Alabama PSC order, Alabama Power is authorized to establish a regulatory asset to record the unrecovered investment costs, including the plant asset balance and the costs associated with site removal and closure, associated with future unit retirements caused by environmental ~~regulations. The~~regulations (Environmental Accounting Order). Under the Environmental Accounting Order, the regulatory asset would be amortized and recovered over an affected unit's remaining useful life, as established prior to the decision regarding early retirement, through Rate CNP Compliance. See Note 2 to the financial statements under "Alabama Power – Rate CNP Compliance" and " –

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Environmental Accounting Order" in Item 8 of the Form 10-K for additional information. The ultimate outcome of this matter cannot be determined at this time.

Regulatory Matters

See OVERVIEW – "Recent Developments" and Note 2 to the financial statements in Item 8 of the Form 10-K and Note (B) to the Condensed Financial Statements herein for a discussion of regulatory matters related to Alabama Power, Georgia Power, Mississippi Power, and Southern Company Gas, including items that could impact the applicable registrants' future earnings, cash flows, and/or financial condition.

Alabama Power

On July 16, 2021, Alabama Power filed a petition with the Alabama PSC to extend its Renewable Generation Certificate (RGC) expiration from September 16, 2021 to September 16, 2027. The RGC currently in place authorizes Alabama Power to procure up to 500 MWs of capacity and energy from renewable energy resources and to separately market the related energy and environmental attributes to customers and other third parties. Alabama Power has four solar projects under the RGC totaling approximately 170 MWs. The ultimate outcome of this matter cannot be determined at this time.

Georgia Power

In 2021, as authorized in its 2019 IRP, Georgia Power requested and received certification from the Georgia PSC for 970 MWs of utility-scale PPAs for solar generation resources, which are expected to be in operation by the end of 2023. The ultimate outcome of this matter cannot be determined at this time.

Construction Programs

The Subsidiary Registrants are engaged in continuous construction programs to accommodate existing and estimated future loads on their respective systems. The Southern Company system intends to continue its strategy of developing and constructing new electric generating facilities, expanding and improving the electric transmission and electric and natural gas distribution systems, and undertaking projects to comply with environmental laws and regulations.

For the traditional electric operating companies, major generation construction projects are subject to state PSC approval in order to be included in retail rates. The largest construction project currently underway in the Southern Company system is Plant Vogtle Units 3 and 4. See Note (B) to the Condensed Financial Statements under "Georgia Power – Nuclear Construction" herein for additional information. Also see Note 2 to the financial statements in Item 8 of the Form 10-K and Note (B) to the Condensed Financial Statements herein under "Alabama Power" for information regarding Alabama Power's construction of Plant Barry Unit 8.

See Note 15 to the financial statements in Item 8 of the Form 10-K and Note (K) to the Condensed Financial Statements herein under "Southern Power" for additional information about costs relating to Southern Power's acquisitions that involve construction of renewable energy facilities.

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Southern Company Gas is engaged in various infrastructure improvement programs designed to update or expand the natural gas distribution systems of the natural gas distribution utilities to improve reliability and meet operational flexibility and growth. The natural gas distribution utilities recover their investment and a return associated with these infrastructure programs through their regulated rates. See Notes 2 and 3 to the financial statements in Item 8 of the Form 10-K and Notes (B) and (C) to the Condensed Financial Statements herein under "Southern Company Gas" and "Other Matters – Southern Company Gas – PennEast Pipeline Project," respectively, for additional information on Southern Company Gas' construction program.

See FINANCIAL CONDITION AND LIQUIDITY – "Cash Requirements" herein for additional information regarding the Registrants' capital requirements for their construction programs.

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General Litigation and Other Matters

The Registrants are involved in various matters being litigated and/or regulatory and other matters that could affect future earnings, cash flows, and/or financial condition. The ultimate outcome of such pending or potential litigation against each Registrant and any subsidiaries or regulatory and other matters cannot be determined at this time; however, for current proceedings and/or matters not specifically reported herein or in Notes (B) and (C) to the Condensed Financial Statements herein, management does not anticipate that the ultimate liabilities, if any, arising from such current proceedings and/or matters would have a material effect on such Registrant's financial statements. See Notes (B) and (C) to the Condensed Financial Statements for a discussion of various contingencies, including matters being litigated, regulatory matters, and other matters which may affect future earnings potential.

Alabama Power

On March 10, 2021, Alabama Power executed a coordinated planning and operations agreement with PowerSouth, with a minimum term of 10 years. The agreement, which includes combined operations (including joint commitment and dispatch), is expected to create energy cost savings and enhanced system reliability for both parties. Projected revenues are expected to offset any increased administrative costs incurred by Alabama Power; therefore, no material impact to net income is expected. Alabama Power has the right to participate in a portion of PowerSouth's future incremental load growth. Implementation of the agreement is subject to certain regulatory approvals, including approvals of the Rural Utilities Service, the SERC Reliability Corporation, and the FERC, and is expected to be completed by March 2022. The ultimate outcome of this matter cannot be determined at this time.

ACCOUNTING POLICIES

See MANAGEMENT'S DISCUSSION AND ANALYSIS – ACCOUNTING POLICIES in Item 7 of the Form 10-K for a complete discussion of the Registrants' critical accounting policies and estimates, as well as recently issued accounting standards.

Application of Critical Accounting Policies and Estimates

The Registrants prepare their financial statements in accordance with GAAP. Significant accounting policies are described in the notes to the financial statements in Item 8 of the Form 10-K. In the application of these policies, certain estimates are made that may have a material impact on the Registrants' results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements.

Estimated Cost, Schedule, and Rate Recovery for the Construction of Plant Vogtle Units 3 and 4

(Southern Company and Georgia Power)

Following milestone extensions in January 2021, Southern Nuclear has been performing additional construction remediation work ~~primarily related to electrical commodity installations,~~ necessary to ensure quality and design standards are met as system turnovers are completed to support hot functional testing and fuel load for Unit 3. Hot functional testing ~~commenced~~for Unit 3 was completed in ~~late April~~July 2021. As a result of challenges including, but not limited to, construction productivity, construction remediation work, the pace of system turnovers, spent fuel pool repairs, and the timeframe and duration for hot functional and other testing, at the end of the second quarter 2021, ~~and~~Southern Nuclear further extended certain milestone dates, including the fuel load for Unit 3, from those established in January 2021. The site work plan currently targets fuel load for Unit 3 in the ~~third~~fourth quarter 2021 and an in-service date of ~~December 2021.~~March 2022. As the site work plan includes minimal margin to these milestone dates, an in-service date in the second quarter 2022 for Unit 3 is projected, although any further delays could result in a later in-service date.

As the result of productivity challenges, at the end of the second quarter 2021, Southern Nuclear also further extended milestone dates for Unit 4 from those established in January 2021. The site work plan targets an in-service date of November 2022 and primarily depends on overall construction productivity and production levels significantly improving as well as appropriate levels of craft laborers, particularly electricians and pipefitters, being

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added and maintained. As the site work plan includes minimal margin to the milestone dates, ~~any delay could result in~~ an in-service date in the first quarter ~~2022 for Unit 3. Achievement of the extended milestone dates established in January 2021~~2023 for Unit 4 ~~which are expected to support~~is projected, although any further delays could result in a ~~regulatory-approved~~later in-service ~~date~~date.

As of November 2022, primarily depends on overall construction productivity and production levels significantly improving as well as appropriate levels of craft laborers, particularly electrical and pipefitter craft labor, being added and maintained.

~~Considering the factors above, during the first quarter~~March 31, 2021, approximately $84 million of the construction contingency established in the fourth quarter 2020 was assigned to the base capital cost forecast for costs primarily associated with the schedule extension for Unit 3 to December 2021, construction productivity, support resources, and construction remediation work. Georgia Power increased its total capital cost forecast as of March 31, 2021 by adding $48 million to the remaining construction contingency. Considering the factors above, during the second quarter 2021, all of the remaining construction contingency previously established and an additional $341 million was assigned to the base capital cost forecast for costs primarily associated with the schedule extensions for Units 3 and 4 described above, construction remediation work for Unit 3, and construction productivity and support resources for Units 3 and 4. Georgia Power also increased its total capital cost forecast as of June 30, 2021 by adding $119 million to replenish construction contingency. Georgia Power's revised base capital cost forecast and contingency to complete construction and start-up of Plant Vogtle Units 3 and 4 is ~~$8.62~~$9.10 billion and ~~$0.14~~$0.12 billion, respectively, for a total capital cost forecast of ~~$8.76~~$9.22 billion (net of $1.7 billion received under the Guarantee Settlement Agreement and approximately $188 million in related customer refunds).

The ultimate impact of these matters on the construction schedule and budget for Plant Vogtle Units 3 and 4 cannot be determined at this time. See Note (B) to the Condensed Financial Statements under "Georgia Power – Nuclear Construction" herein for additional information.

FINANCIAL CONDITION AND LIQUIDITY

Overview

See MANAGEMENT'S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – "Overview" in Item 7 of the Form 10-K for additional information. The financial condition of each Registrant remained stable at ~~March 31,~~June 30, 2021. The Registrants intend to continue to monitor their access to short-term and long-term capital markets as well as their bank credit arrangements to meet future capital and liquidity needs. See "Cash Requirements," "Sources of Capital," and "Financing Activities" herein and Note (K) to the Condensed Financial Statements herein for additional information.

At the end of the ~~first~~second quarter 2021, the market price of Southern Company's common stock was ~~$62.16~~$60.51 per share (based on the closing price as reported on the NYSE) and the book value was ~~$26.90~~$26.63 per share, representing a market-to-book ratio of ~~231%~~227%, compared to $61.43, $26.48, and 232%, respectively, at the end of 2020. Southern Company's common stock dividend for the ~~first~~second quarter 2021 was ~~$0.64~~$0.66 per share compared to ~~$0.62~~$0.64 per share in the ~~first~~second quarter 2020.

Cash Requirements

See MANAGEMENT'S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – "Cash Requirements" in Item 7 of the Form 10-K for a description of the Registrants' significant cash requirements.

The Registrants' significant cash requirements include estimated capital expenditures associated with their construction programs. The construction programs are subject to periodic review and revision, and actual construction costs may vary from these estimates because of numerous factors. These factors include: changes in business conditions; changes in load projections; changes in environmental laws and regulations; the outcome of any legal challenges to environmental rules; changes in electric generating plants, including unit retirements and replacements and adding or changing fuel sources at existing electric generating units, to meet regulatory requirements; changes in FERC rules and regulations; state regulatory agency approvals; changes in the expected

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replacements and adding or changing fuel sources at existing electric generating units, to meet regulatory requirements; changes in FERC rules and regulations; state regulatory agency approvals; changes in the expected environmental compliance program; changes in legislation; the cost and efficiency of construction labor, equipment, and materials; project scope and design changes; abnormal weather; delays in construction due to judicial or regulatory action; storm impacts; and the cost of capital. The continued impacts of the COVID-19 pandemic could also impair the ability to develop, construct, and operate facilities, as discussed further in Item 1A of the Form 10-K. In addition, there can be no assurance that costs related to capital expenditures will be fully recovered. Additionally, expenditures associated with Southern Power's planned acquisitions may vary due to market opportunities and the execution of its growth strategy. See Note 15 to the financial statements in Item 8 of the Form 10-K and Note (K) to the Condensed Financial Statements herein under "Southern Power" for additional information regarding Southern Power's plant acquisitions and construction projects.

The construction program of Georgia Power includes Plant Vogtle Units 3 and 4, which includes components based on new technology that only within the last few years began initial operation in the global nuclear industry at this scale and which may be subject to additional revised cost estimates during construction. See Note 2 to the financial statements in Item 8 of the Form 10-K and Note (B) to the Condensed Financial Statements herein under "Georgia Power – Nuclear Construction" for information regarding Plant Vogtle Units 3 and 4 and additional factors that may impact construction expenditures.

Long-term debt maturities and the interest payable on long-term debt each represent a significant cash requirement for the Registrants. See "Financing Activities" herein for information on changes in the Registrants' long-term debt balances since December 31, 2020.

Sources of Capital

See MANAGEMENT'S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – "Sources of Capital" in Item 7 of the Form 10-K for additional information. Southern Company intends to meet its future capital needs through operating cash flows, borrowings from financial institutions, and debt and equity ~~issuances in the capital markets.~~issuances. Equity capital can be provided from any combination of Southern Company's stock plans, private placements, or public offerings. Southern Company does not expect to issue any equity in the capital markets through ~~2025.~~2025 but may issue equity through its stock plans during this time. See Note 8 to the financial statements under "Equity Units" in Item 8 of the Form 10-K for information on stock purchase contracts associated with Southern Company's equity units.

The Subsidiary Registrants plan to obtain the funds to meet their future capital needs from sources similar to those they used in the past, which were primarily from operating cash flows, external securities issuances, borrowings from financial institutions, and equity contributions from Southern Company. In addition, Georgia Power plans to utilize borrowings from the FFB (as discussed further in Note 8 to the financial statements under "Long-term Debt – DOE Loan Guarantee Borrowings" in Item 8 of the Form 10-K) and Southern Power plans to utilize tax equity partnership contributions (as discussed further herein).

The amount, type, and timing of any financings in 2021, as well as in subsequent years, will be contingent on investment opportunities and the Registrants' capital requirements and will depend upon prevailing market conditions, regulatory approvals (for certain of the Subsidiary Registrants), and other factors. See "Cash Requirements" and "Financing Activities" herein for additional information.

Southern Power utilizes tax equity partnerships as one of its financing sources, where the tax partner takes significantly all of the federal tax benefits. These tax equity partnerships are consolidated in Southern Power's financial statements and are accounted for using HLBV methodology to allocate partnership gains and losses. In

March 2021, Southern Power obtained tax equity funding for the Deuel Harvest wind facility and received proceeds of $220 million. In addition, during the first ~~three~~six months of 2021, Southern Power received tax equity funding totaling $17 million from existing partnerships. Subsequent to June 30, 2021, Southern Power obtained tax equity funding for the Garland battery energy storage facility and received initial proceeds of $11 million. See Note 1 to

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the financial statements under "General" in Item 8 of the Form 10-K and Note (K) to the Condensed Financial Statements under "Southern Power" herein for additional information.

By regulation, Nicor Gas is restricted, to the extent of its retained earnings balance, in the amount it can dividend or loan to affiliates and is not permitted to make money pool loans to affiliates. At ~~March 31,~~June 30, 2021, the amount of subsidiary retained earnings restricted to dividend totaled $1.1 billion. This restriction did not impact Southern

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~~AND RESULTS OF OPERATIONS (Continued)~~

Company Gas' ability to meet its cash obligations, nor does management expect such restriction to materially impact Southern Company Gas' ability to meet its currently anticipated cash obligations.

Certain Registrants' current liabilities frequently exceed their current assets because of long-term debt maturities and the periodic use of short-term debt as a funding source, as well as significant seasonal fluctuations in cash needs. The Registrants generally plan to refinance long-term debt as it matures. The following table shows the amount by which current liabilities exceeded current assets at ~~March 31,~~June 30, 2021 for the applicable Registrants:


At March 31, 2021		Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Company Gas
At June 30, 2021													At June 30, 2021	Southern Company		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
		(in millions)										(in millions)
Current liabilities in excess of current assets	Current liabilities in excess of current assets	$	2,117	$	120	$	699	$	514	$	166		Current liabilities in excess of current assets	$	2,109	$	1,438	$	20	$	720	$	477

The Registrants believe the need for working capital can be adequately met by utilizing operating cash flows, as well as commercial paper, lines of credit, and short-term bank notes, as market conditions permit. In addition, under certain circumstances, the Subsidiary Registrants may utilize equity contributions and/or loans from Southern Company.

Bank Credit Arrangements

At ~~March 31,~~June 30, 2021, the Registrants' unused committed credit arrangements with banks were as follows:


At March 31, 2021		Southern Company parent		Alabama Power		Georgia Power		Mississippi Power		Southern Power(a)		Southern Company Gas(b)		SEGCO		Southern Company
At June 30, 2021																		At June 30, 2021	Southern Company parent		Alabama Power		Georgia Power		Mississippi Power		Southern Power(a)		Southern Company Gas(b)		SEGCO		Southern Company
		(in millions)																	(in millions)
Unused committed credit	Unused committed credit	$	1,999	$	1,328	$	1,728	$	250	$	568	$	1,745	$	30	$	7,648	Unused committed credit	$	1,999	$	1,228	$	1,728	$	250	$	568	$	1,747	$	30	$	7,550

(a)At ~~March 31,~~June 30, 2021, Southern Power also had two continuing letters of credit facilities for standby letters of credit, of which ~~$13~~$24 million was unused. Southern Power's subsidiaries are not parties to its bank credit arrangements or letter of credit facilities.

(b)Includes ~~$1.045~~$1.047 billion and $700 million at Southern Company Gas Capital and Nicor Gas, respectively.

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

A portion of the unused credit with banks is allocated to provide liquidity support to the revenue bonds of the traditional electric operating companies and the commercial paper programs of the Registrants, Nicor Gas, and SEGCO. The amount of variable rate revenue bonds of the traditional electric operating companies outstanding requiring liquidity support at ~~March 31,~~June 30, 2021 was approximately $1.4 billion (comprised of approximately $854 million at Alabama Power, $550 million at Georgia Power, and $34 million at Mississippi Power). In addition, at ~~March 31,~~June 30, 2021, Georgia Power and Mississippi Power had approximately ~~$174~~$105 million and $50 million, respectively, of fixed rate revenue bonds outstanding that are required to be remarketed within the next 12 months.

See Note 8 to the financial statements in Item 8 of the Form 10-K and Note (F) to the Condensed Financial Statements herein under "Bank Credit Arrangements" for additional information.

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Short-term Borrowings

The Registrants, Nicor Gas, and SEGCO make short-term borrowings primarily through commercial paper programs that have the liquidity support of the committed bank credit arrangements described above. Southern Power's subsidiaries are not issuers or obligors under its commercial paper program. Commercial paper and short-term bank term loans are included in notes payable in the balance sheets. Details of the Registrants' short-term borrowings were as follows:


		Short-term Debt at March 31, 2021				Short-term Debt During the Period(*)							Short-term Debt at June 30, 2021				Short-term Debt During the Period(*)
		Amount Outstanding		Weighted Average Interest Rate		Average Amount Outstanding		Weighted Average Interest Rate		Maximum Amount Outstanding			Amount Outstanding		Weighted Average Interest Rate		Average Amount Outstanding		Weighted Average Interest Rate		Maximum Amount Outstanding
		(in millions)				(in millions)				(in millions)			(in millions)				(in millions)				(in millions)
Southern Company	Southern Company	$	1,092	0.3	%	$	998	0.2	%	$	1,520	Southern Company	$	1,402	0.3	%	$	990	0.3	%	$	1,621
Alabama Power	Alabama Power	—		—		46		0.1		200		Alabama Power	—		—		50		0.1		200
Georgia Power	Georgia Power	205		0.2		51		0.2		230		Georgia Power	310		0.2		183		0.2		407
Mississippi Power	Mississippi Power	54		0.2		20		0.2		64		Mississippi Power	—		—		39		0.2		81
Southern Power	Southern Power	315		0.2		147		0.2		520		Southern Power	119		0.2		152		0.2		315
Southern Company Gas:	Southern Company Gas:											Southern Company Gas:
Southern Company Gas Capital	Southern Company Gas Capital	$	—	—	%	$	221	0.2	%	$	345	Southern Company Gas Capital	$	444	0.2	%	$	85	0.2	%	$	485
Nicor Gas	Nicor Gas	497		0.5		120		0.3		520		Nicor Gas	390		0.5		396		0.5		512
Southern Company Gas Total	Southern Company Gas Total	$	497	0.5	%	$	341	0.3	%			Southern Company Gas Total	$	834	0.3	%	$	481	0.5	%

(*)Average and maximum amounts are based upon daily balances during the three-month period ended ~~March 31,~~June 30, 2021.

Analysis of Cash Flows

Net cash flows provided from (used for) operating, investing, and financing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020 are presented in the following table:


Net cash provided from (used for):	Net cash provided from (used for):	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas		Net cash provided from (used for):	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas
		(in millions)													(in millions)
Three Months Ended March 31, 2021
Six Months Ended June 30, 2021														Six Months Ended June 30, 2021
Operating activities	Operating activities	$	1,242	$	214	$	489	$	(38)	$	187	$	550	Operating activities	$	2,904	$	584	$	1,313	$	41	$	411	$	722
Investing activities	Investing activities	(2,243)		(466)		(913)		(67)		(504)		(308)		Investing activities	(4,026)		(893)		(1,730)		(117)		(601)		(668)
Financing activities	Financing activities	1,734		341		444		90		478		50		Financing activities	1,671		506		457		515		196		(25)

Three Months Ended March 31, 2020
Six Months Ended June 30, 2020														Six Months Ended June 30, 2020
Operating activities	Operating activities	$	894	$	155	$	213	$	(17)	$	83	$	643	Operating activities	$	2,847	$	674	$	1,124	$	71	$	195	$	1,046
Investing activities	Investing activities	(889)		(424)		(795)		(71)		600		(193)		Investing activities	(2,655)		(783)		(1,659)		(145)		490		(570)
Financing activities	Financing activities	185		273		742		(98)		(632)		(185)		Financing activities	(285)		116		869		(178)		(808)		(401)

Fluctuations in cash flows from financing activities vary from year to year based on capital needs and the maturity or redemption of securities.

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Southern Company

Net cash provided from operating activities increased ~~$0.3~~$0.1 billion for the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to the corresponding period in 2020 primarily due to the timing of vendor payments and customer bill credits issued in ~~February~~ 2020 at Georgia Power, ~~associated with Tax Reform,~~ partially offset by under recovered natural gas costs at Southern Company Gas resulting from Winter Storm ~~Uri.~~Uri and decreased fuel cost recovery at the traditional electric operating companies resulting from an increase in the cost of fuel.

The net cash used for investing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2021 was primarily related to the Subsidiary Registrants' construction programs.

The net cash provided from financing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2021 was primarily related to net issuances of long-term debt, commercial paper, and short-term bank loans, ~~and commercial paper,~~ partially offset by common stock dividend payments.

Alabama Power

Net cash provided from operating activities ~~increased $59~~decreased $90 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to the corresponding period in 2020 primarily due to the timing of income tax payments and decreased fuel cost recovery, partially offset by an increase in retail revenues associated with an increase in Rate RSE effective in January 2021 and colder weather in Alabama Power's service territory in the first quarter 2021 compared to the corresponding period in 2020, as well as the timing of fossil fuel stock ~~and materials and supplies purchases, partially offset by lower fuel cost recovery and the timing of receivable collections.~~purchases.

The net cash used for investing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2021 was primarily related to gross property additions.

The net cash provided from financing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2021 was primarily related to a capital contribution from Southern Company and the net issuance of senior notes, partially offset by common stock dividend payments.

Georgia Power

Net cash provided from operating activities increased ~~$276~~$189 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to the corresponding period in 2020 primarily due to ~~the timing of customer receivable collections, as well as~~ customer bill credits issued in ~~February~~ 2020 associated with Tax ~~Reform.~~Reform and 2018 earnings in excess of the allowed retail ROE range and the timing of fossil fuel stock purchases and vendor payments, partially offset by decreased fuel cost recovery.

The net cash used for investing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2021 was primarily related to gross property additions, including a total of approximately ~~$350~~$640 million related to the construction of Plant Vogtle Units 3 and 4. See Note (B) to the Condensed Financial Statements under "Georgia Power – Nuclear Construction" herein for additional information on construction of Plant Vogtle Units 3 and 4.

The net cash provided from financing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2021 was primarily related to net issuances of senior notes, borrowings from the FFB for construction of Plant Vogtle Units 3 and 4, capital contributions from Southern Company, and an increase in notes payable, partially offset by common stock dividend payments.

Mississippi Power

Net cash ~~used for~~provided from operating activities ~~increased $21~~decreased $30 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to the corresponding period in 2020 primarily due to decreased fuel cost recovery and the timing of ~~ad valorem tax~~vendor payments.

The net cash used for investing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2021 was primarily related to gross property additions.

The net cash provided from financing activities for the three months ended March 31, 2021 was primarily related to capital contributions from Southern Company and an increase in commercial paper borrowings, partially offset by common stock dividend payments.

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The net cash provided from financing activities for the six months ended June 30, 2021 was primarily related to the issuance of senior notes and capital contributions from Southern Company, partially offset by common stock dividend payments and a decrease in commercial paper borrowings.

Southern Power

Net cash provided from operating activities increased ~~$104~~$216 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to the corresponding period in 2020 primarily due to an increase in the ~~timing~~utilization of ~~payments to PPA counterparties and the timing of receipts from affiliated companies.~~tax credits in 2021.

The net cash used for investing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2021 was primarily related to the acquisition of the Deuel Harvest wind facility and ongoing construction activities. See Note (K) to the Condensed Financial Statements under "Southern Power" herein for additional information.

The net cash provided from financing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2021 was primarily related to the issuance of senior notes and net capital contributions from noncontrolling interests, ~~and an increase in commercial paper borrowings,~~ partially offset by a return of capital to Southern Company and common stock dividend payments.

Southern Company Gas

Net cash provided from operating activities decreased ~~$93~~$324 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to the corresponding period in 2020 primarily due toto natural gas cost under recovery, reflecting an increase in the cost of gas purchased during Winter Storm Uri, and the timing of customer receivable collections, partially offset by ~~temporary LIFO liquidation, and~~ the timing of vendor payments.

The net cash used for investing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2021 was ~~primarily~~primarily related to construction of transportation and distribution assets recovered through base rates and infrastructure investment recovered through replacement programs at gas distribution operations.

The net cash ~~provided from~~used for financing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2021 was primarily related to the repayment of long-term debt and common stock dividend payments, largely offset by the issuance of short-term debt, an increase in commercial paper borrowings, and capital contributions from Southern ~~Company, partially offset by common stock dividend payments~~Company.

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AND RESULTS OF OPERATIONS (Continued)

Significant Balance Sheet Changes

Southern Company

Significant balance sheet changes for the ~~three~~six months ended ~~March 31,~~June 30, 2021 included:

•an increase of ~~$1.7~~$2.1 billion in long-term debt (including ~~amounts~~securities due within one year) related to new issuances;

•an increase of ~~$1.4~~$2.0 billion in total property, plant, and equipment (net of pre-tax charges totaling $508 million recorded in the first half of 2021 for estimated probable losses associated with the construction of Plant Vogtle Units 3 and 4) primarily related to the Subsidiary Registrants' construction programs, as well as Southern Power's acquisition of the Deuel Harvest wind facility;

•an increase of $0.8 billion in ~~total stockholders' equity primarily~~notes payable related to net ~~income, partially offset by common stock dividend payments;~~issuances of short-term bank debt and commercial paper;

•an increase of $0.7 billion in both assets and liabilities held for sale, due to the reclassification of assets and liabilities associated with Southern Company Gas' sale of Sequent, including $0.5 billion of energy marketing receivables and $0.5 billion of energy marketing trade payables;

•an increase of $0.5 billion in accumulated deferred income taxes primarily related to the utilization and expected further utilization of tax credits in 2021;

•an increase of ~~$0.7~~$0.5 billion in cash and cash equivalents, as discussed further under "Analysis of Cash Flows – Southern Company" herein;

•an increase of $0.5 billion in natural gas cost under recovery, which was impacted by an increase in Southern Company Gas' cost of gas purchased during Winter Storm Uri; and

•an increase of $0.5 billion in ~~notes payable~~total stockholders' equity primarily related to net ~~issuances of short-term bank debt and commercial paper.~~income, partially offset by common stock dividend payments.

See "Financing Activities" herein and Notes (B), (G), and (K) to the Condensed Financial Statements herein for additional information.

Alabama Power

Significant balance sheet changes for the six months ended June 30, 2021 included:

•an increase of $827 million in common stockholder's equity primarily due to capital contributions from Southern Company;

•an increase of $450 million in total property, plant, and equipment primarily related to construction of Plant Barry Unit 8 and distribution and transmission facilities, as well as the installation of equipment to comply with environmental standards; and

•an increase of $396 million in long-term debt (including securities due within one year) primarily due to a net increase in outstanding senior notes.

See "Financing Activities – Alabama Power" herein for additional information.

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~~Alabama Power~~

~~Significant balance sheet changes for the three months ended March 31, 2021 included:~~

•~~an increase of $716 million in common stockholder's equity primarily due to capital contributions from Southern Company;~~

•an increase of $269 million in total property, plant, and equipment primarily related to construction of distribution and transmission facilities and the installation of equipment to comply with environmental standards; and

•~~a decrease of $153 million in other accounts payable primarily due to the timing of vendor payments.~~

Georgia Power

Significant balance sheet changes for the ~~three~~six months ended ~~March 31,~~June 30, 2021 included:

•an increase of ~~$547~~$656 million in total property, plant, and equipment primarily related to the construction of generation, transmission, and distribution facilities, including ~~$291~~$151 million for Plant Vogtle Units 3 and 4 (net of a pre-tax ~~charge~~charges totaling $508 million recorded in the first half of ~~$48 million~~2021 for an estimated probable ~~loss)~~losses);

•an increase of ~~$395~~$680 million in long-term debt (including securities due within one year) primarily due to a net increase in outstanding senior ~~notes;~~notes and borrowings from the FFB for construction of Plant Vogtle Units 3 and 4; and

•an increase of ~~$273~~$250 million in ~~common stockholder's equity primarily due~~notes payable related to ~~capital contributions from Southern Company.~~net issuances of commercial paper.

See "Financing Activities – Georgia Power" herein and Note (B) to the Condensed Financial Statements under "Georgia Power – Nuclear Construction" herein for additional information.

Mississippi Power

Significant balance sheet changes for the ~~three~~six months ended ~~March 31,~~June 30, 2021 included:

•an increase of ~~$106~~$439 million in cash and cash equivalents and an increase of $514 million in long-term debt (including securities due within one year) primarily due to the issuance of senior notes;

•an increase of $107 million in common stockholder's equity primarily from capital contributions from Southern ~~Company~~Company; and

•a decrease of ~~$75~~$51 million in accrued taxes primarily due to the payment of ad valorem taxes.

See "Financing Activities – Mississippi Power" herein for additional information.

Southern Power

Significant balance sheet changes for the ~~three~~six months ended ~~March 31,~~June 30, 2021 included:

•an increase of ~~$409~~$468 million in property, plant, and equipment in service primarily due to the acquisition of the Deuel Harvest wind facility;

•an increase of ~~$357~~$356 million in long-term debt (including securities due within one year) primarily related to the issuance of senior notes; and

•an increase of $142 million in prepaid income taxes, a decrease of $262 million in accumulated deferred income tax assets, and a ~~$107~~$98 million increase in accumulated deferred income tax liabilities primarily related to the utilization and expected further utilization of ITCs in ~~2021; and~~

•~~an increase of $337 million in long-term debt primarily related to the issuance of senior notes.~~2021.

See "Financing Activities – Southern Power" herein and ~~Note~~Notes (G) and (K) to the Condensed Financial Statements herein for additional information.

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Southern Company Gas

Significant balance sheet changes for the ~~three~~six months ended ~~March 31,~~June 30, 2021 included:

•iincreases of $736 million and $677 million in assets and liabilities held for sale, respectively, due to the reclassification of assets and liabilities associated with the sale of Sequent, including $516 million of energy marketing receivables and $494 million of energy marketing trade payables;

•~~ncrea~~an increase of $510 million in notes payable due to issuances of short-term debt and an increase in commercial paper borrowings;

•~~ses~~increases of ~~$487~~$485 million in natural gas cost under recovery, ~~$171~~$82 million in other regulatory assets, deferred, and ~~$162~~$148 million in accumulated deferred income taxes, all primarily related to natural gas cost under recovery, reflecting an increase in the cost of gas purchased during Winter Storm Uri;

•an increase of ~~$327~~$461 million in total property, plant, and equipment primarily related to the construction of transportation and distribution assets recovered through base rates and infrastructure investment recovered through replacement programs;

•a decrease of $344 million in long-term debt (including securities due within one year) primarily due to the redemption of senior notes;

•a decrease of $282 million in natural gas for sale primarily due to higher volumes of natural gas sold;

•an increase of $182 million in temporary LIFO liquidation due to higher natural gas prices during Winter Storm Uri;

•an increase of $162 million in common stockholder's equity primarily related to net income and capital contributions from Southern Company, partially offset by dividends paid to Southern Company;

•an increase of ~~$292~~$114 million in ~~cash~~prepaid expenses primarily due to the prepayment of income taxes; and ~~cash equivalents, as discussed further under "Analysis of Cash Flows – Southern Company Gas" herein;~~

•a decrease of ~~$263~~$101 million in ~~natural gas for sale~~equity investments in unconsolidated subsidiaries primarily due to ~~higher volumes of natural gas sold;~~

•an ~~increase of $194~~$82 million ~~in temporary LIFO liquidation due to higher natural gas prices during Winter Storm Uri;~~

•~~an increase of $173 million in notes payable due to issuances of short-term borrowings; and~~

•~~an increase of $171 million in total property, plant, and equipment primarily~~impairment charge related to the ~~construction of transportation and distribution assets recovered through base rates and infrastructure investment recovered through replacement programs.~~PennEast Pipeline project.

See "Financing Activities – Southern Company Gas" herein, Notes (B), (E), and ~~Note (B)~~(K) to the Condensed Financial Statements under "Southern Company Gas" herein, and Note (C) to the Condensed Financial Statements under "Other Matters – Southern Company Gas" herein for additional information.

Financing Activities

The following table outlines the Registrants' long-term debt financing activities for the first ~~three~~six months of 2021:


		Senior Notes					Issuances								Maturities, Redemptions, and Repurchases
Company	Company	Issuances		Maturities, Redemptions, and Repurchases				Other Long-Term Debt Redemptions and Maturities(*)		Company	Senior Notes		Other Long-Term Debt			Senior Notes		Revenue Bonds		Other Long-Term Debt(*)
		(in millions)				(in millions)
Southern Company parent	Southern Company parent	$	1,000	$	—			$	—	Southern Company parent	$	1,000	$	1,000		$	1,500	$	—	$	—

Alabama Power										Alabama Power	600		—			200		—		—
Georgia Power	Georgia Power	750		325				26		Georgia Power	750		371			325		69		46

Mississippi Power										Mississippi Power	525		—			—		—		—
Southern Power	Southern Power	400		—				—		Southern Power	400		—			—		—		—
Southern Company Gas	Southern Company Gas	—		—				30		Southern Company Gas	—		—			300		—		30
Other	Other	—		—				3		Other	—		—			—		—		7

Southern Company	Southern Company	$	2,150	$	325			$	59	Southern Company	$	3,275	$	1,371		$	2,325	$	69	$	83

(*)Includes reductions in finance lease obligations resulting from cash payments under finance leases and, for Georgia Power, principal amortization payments for FFB borrowings.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (Continued)

Except as otherwise described herein, the Registrants used the proceeds of debt issuances for their redemptions and maturities shown in the table above, to repay short-term indebtedness, and for general corporate purposes, including working capital. The Subsidiary Registrants also used the proceeds for their construction programs.

In addition to any financings that may be necessary to meet capital requirements and contractual obligations, the Registrants plan to continue, when economically feasible, a program to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit.

Southern Company

During the first ~~three~~six months of 2021, Southern Company issued approximately ~~2.2~~2.4 million shares of common stock primarily through employee equity compensation plans and received proceeds of approximately ~~$14~~$24 million.

In January 2021, Southern Company borrowed $25 million pursuant to a short-term uncommitted bank credit arrangement, which it repaid in March 2021.

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~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION~~

~~AND RESULTS OF OPERATIONS (Continued)~~

In February 2021, Southern Company issued $600 million aggregate principal amount of Series 2021A 0.60% Senior Notes due February 26, 2024 and $400 million aggregate principal amount of Series 2021B 1.75% Senior Notes due March 15, 2028.

In May 2021, Southern Company issued $1.0 billion aggregate principal amount of Series 2021A 3.75% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due September 15, 2051.

Also in May 2021, Southern Company redeemed all of its $1.5 billion aggregate principal amount of 2.35% Senior Notes due July 1, 2021.

Alabama Power

In March 2021, Alabama Power extended the maturity dates from March 2021 to March 2026 on its three bank term loan agreements with an aggregate principal amount of $45 million, bearing interest based on three-month LIBOR.

In June 2021, Alabama Power repaid at maturity $200 million aggregate principal amount of its Series 2011B 3.950% Senior Notes.

Also in June 2021, Alabama Power issued $600 million aggregate principal amount of Series 2021A 3.125% Senior Notes due July 15, 2051.

Subsequent to June 30, 2021, Alabama Power redeemed all of its approximately $206 million aggregate principal amount of Series E Junior Subordinated Notes due October 1, 2042. The Series E Junior Subordinated Notes were held by an affiliated trust, Alabama Power Capital Trust V, which applied the redemption proceeds to the simultaneous redemption of (i) its Flexible Trust Preferred Securities totaling approximately $200 million, which were guaranteed by Alabama Power, and (ii) shares of its common securities totaling approximately $6 million that were held by Alabama Power.

Georgia Power

In February 2021, Georgia Power issued $750 million aggregate principal amount of Series 2021A 3.25% Senior Notes due March 15, 2051. An amount equal to the net proceeds of the senior notes is being allocated to finance or refinance, in whole or in part, one or more renewable energy projects and/or expenditures and programs related to enabling opportunities for diverse and small businesses/suppliers.

In March 2021, Georgia Power redeemed all $325 million aggregate principal amount of its Series 2016B 2.40% Senior Notes due April 1, 2021.

Also in March 2021, Georgia Power extended the maturity date of its $125 million term loan from June 2021 to June 2022.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (Continued)

In June 2021, Georgia Power purchased and held approximately $69 million aggregate principal amount of Development Authority of Burke County (Georgia) Pollution Control Revenue Bonds (Georgia Power Company Plant Vogtle Project), First Series 2008, which may be remarketed to the public at a later date.

Also in June 2021, Georgia Power made additional borrowings under the FFB Credit Facilities in an aggregate principal amount of $371 million at an interest rate of 2.434% through the final maturity date of February 20, 2044. The proceeds were used to reimburse Georgia Power for Eligible Project Costs relating to the construction of Plant Vogtle Units 3 and 4. During the ~~three~~six months ended ~~March 31,~~June 30, 2021, Georgia Power made principal amortization payments of ~~$25~~$45 million under the FFB Credit Facilities. At ~~March 31,~~June 30, 2021, the outstanding principal balance under the FFB Credit Facilities was ~~$4.6~~$4.9 billion. See Note 8 to the financial statements under "Long-Term Debt – DOE Loan Guarantee Borrowings" in Item 8 of the Form 10-K for additional information.

Mississippi Power

In June 2021, Mississippi Power issued $200 million aggregate principal amount of Series 2021A Floating Rate Senior Notes due June 28, 2024 and $325 million aggregate principal amount of Series 2021B 3.10% Senior Notes due July 30, 2051. An amount equal to the net proceeds of the Series 2021B Senior Notes is being allocated to finance or refinance, in whole or in part, one or more renewable energy projects and/or expenditures and programs related to enabling opportunities for diverse and small businesses/suppliers.

Also in June 2021, Mississippi Power announced the redemption in July 2021 of all $270 million aggregate principal amount of its Mississippi Business Finance Corporation Taxable Revenue Bonds, 7.13% Series 1999A due October 20, 2021 at par plus accrued interest and a make-whole premium.

Subsequent to June 30, 2021, Mississippi Power repaid its $60 million and $15 million floating rate bank term loans, with maturity dates in December 2021 and January 2022, respectively, each bearing interest based on one-month LIBOR.

Southern Power

In January 2021, Southern Power issued $400 million aggregate principal amount of Series 2021A 0.90% Senior Notes due January 15, 2026. An amount equal to the net proceeds of the senior notes ~~is being~~was allocated to finance or refinance, in whole or in part, one or more renewable energy projects.

Southern Company Gas

In February 2021, Atlanta Gas Light repaid at maturity $30 million aggregate principal amount of 9.1% medium-term notes.

In March 2021, Nicor Gas entered into three short-term floating rate bank loans in an aggregate principal amount of $300 million, each bearing interest based on one-month LIBOR.

In June 2021, Southern Company Gas Capital redeemed all $300 million aggregate principal amount of its 3.50% Senior Notes due September 15, 2021.

Credit Rating Risk

At ~~March 31,~~June 30, 2021, the Registrants did 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 contracts that could require collateral, but not accelerated payment, in the event of a credit rating change of certain Registrants to BBB and/or Baa2 or below. These contracts are primarily for physical electricity and natural gas purchases and sales, fuel purchases, fuel transportation and storage, energy price risk management, transmission, interest rate management, and, for Georgia Power, construction of new generation at Plant Vogtle Units 3 and 4.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (Continued)

The maximum potential collateral requirements under these contracts at ~~March 31,~~June 30, 2021 were as follows:


Credit Ratings	Credit Ratings	Southern Company(*)		Alabama Power		Georgia Power		Mississippi Power		Southern Power(*)		Southern Company Gas		Credit Ratings	Southern Company(*)		Alabama Power		Georgia Power		Mississippi Power		Southern Power(*)		Southern Company Gas
		(in millions)													(in millions)
At BBB and/or Baa2	At BBB and/or Baa2	$	38	$	1	$	—	$	—	$	37	$	—	At BBB and/or Baa2	$	40	$	1	$	—	$	—	$	39	$	—
At BBB- and/or Baa3	At BBB- and/or Baa3	433		2		61		1		371		—		At BBB- and/or Baa3	431		2		61		1		369		—
At BB+ and/or Ba1 or below	At BB+ and/or Ba1 or below	1,938		366		965		308		1,210		10		At BB+ and/or Ba1 or below	1,942		370		968		310		1,216		5

(*)Southern Power has PPAs that could require collateral, but not accelerated payment, in the event of a downgrade of Southern Power's credit. The PPAs require credit assurances without stating a specific credit rating. The amount of collateral required would depend upon actual losses resulting from a credit downgrade. Southern Power had $105 million of cash collateral posted related to PPA requirements at ~~March 31,~~June 30, 2021.

The amounts in the previous table for the traditional electric operating companies and Southern Power include certain agreements that could require collateral if either Alabama Power or Georgia Power has a credit rating change to below investment grade. Generally, collateral may be provided by a Southern Company guaranty, letter of credit, or cash. Additionally, a credit rating downgrade could impact the ability of the Registrants to access capital markets and would be likely to impact the cost at which they do so.

Market Price Risk

Other than the Southern Company Gas items discussed below, there were no material changes to the Registrants' disclosures about market price risk during the ~~first~~second quarter 2021. For an in-depth discussion of Southern Company Gas' market price risks, see MANAGEMENT'S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – "Market Price Risk" in Item 7 of the Form 10-K. Also see Notes (I) and (J) to the Condensed Financial Statements herein for information relating to derivative instruments. See Note (K) to the Condensed Financial Statements under "Southern Company Gas" herein for information regarding Southern Company Gas' sale of Sequent on July 1, 2021.

Southern Company Gas is exposed to market risks, including commodity price risk, interest rate risk, and weather risk. Due to various cost recovery mechanisms, the natural gas distribution utilities that sell natural gas directly to end-use customers continue to have limited exposure to market volatility of natural gas prices. Certain of the natural gas distribution utilities manage fuel-hedging programs implemented per the guidelines of their respective state regulatory agencies to hedge the impact of market fluctuations in natural gas prices for customers. In addition, certain of Southern Company Gas' non-regulated operations (primarily Sequent until its sale on July 1, 2021) routinely utilize various types of derivative instruments to economically hedge certain commodity price and weather risks inherent in the natural gas industry. These instruments include a variety of exchange-traded and over-the-counter energy contracts, such as forward contracts, futures contracts, options contracts, and swap agreements. Some of these economic hedge activities may not qualify, or may not be designated, for hedge accounting treatment.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (Continued)

~~For the periods presented below, the~~The changes in net fair value of Southern Company Gas' energy-related derivative contracts ~~were~~for the periods presented are provided in the table below. Contracts outstanding at the end of the period for Sequent's energy-related derivatives are included in the preliminary gain associated with the transaction, which will be recorded in the third quarter 2021, as ~~follows:~~discussed further in Note (K) to the Condensed Financial Statements under "Southern Company Gas" herein.


		First Quarter 2021		First Quarter 2020			Second Quarter 2021		Second Quarter 2020		Year-To-Date 2021		Year-To-Date 2020
		(in millions)					(in millions)
Contracts outstanding at beginning of period, assets (liabilities), net	Contracts outstanding at beginning of period, assets (liabilities), net	$	101	$	70	Contracts outstanding at beginning of period, assets (liabilities), net	$	40	$	38	$	101	$	70
Contracts realized or otherwise settled	Contracts realized or otherwise settled	(48)		(91)		Contracts realized or otherwise settled	(9)		(8)		(58)		(99)
Current period changes(*)		(13)		59
Current period changes(a)						Current period changes(a)	(75)		19		(87)		78
Contracts outstanding at the end of period, assets (liabilities), net	Contracts outstanding at the end of period, assets (liabilities), net	$	40	$	38	Contracts outstanding at the end of period, assets (liabilities), net	$	(44)	$	49	$	(44)	$	49
Netting of cash collateral	Netting of cash collateral	27		128		Netting of cash collateral	41		114		41		114
Cash collateral and net fair value of contracts outstanding at end of period(b)	Cash collateral and net fair value of contracts outstanding at end of period(b)	$	67	$	166	Cash collateral and net fair value of contracts outstanding at end of period(b)	$	(3)	$	163	$	(3)	$	163

~~(*)~~(a)Current period changes also include the fair value of new contracts entered into during the period, if any.

~~The maturities of Southern Company Gas' derivative contracts at March 31, 2021 were as follows:~~

Fair Value Measurements of Contracts at
March 31, 2021
Total
Fair Value Maturity
2021 2022 – 2023 2024 – 2025
(in millions)
Level 1(a)
$ 13 $ 11 $ (12) $ 14
Level 2(b)
(1) (1) (2) 2
Level 3(c)
28 9 8 11
Fair value of contracts outstanding at end of period(d)
$ 40 $ 19 $ (6) $ 27

~~(a)Valued using NYMEX futures prices.~~

(b)~~Valued using basis transactions that represent the cost~~Includes $(22) million of energy-related derivatives related to ~~transport natural gas from a NYMEX delivery point~~Sequent, which are classified as held for sale at June 30, 2021. See Note (K) to the ~~contract delivery point. These transactions are based on quotes obtained either through electronic trading platforms or directly from brokers.~~

~~(c)Valued using a combination of observable~~Condensed Financial Statements under "Southern Company Gas" and ~~unobservable inputs.~~

~~(d)Excludes cash collateral of$27 million.~~

~~Southern Company Gas Value at Risk (VaR)~~

VaR is the maximum potential loss in portfolio value over a specified time period that is not expected to be exceeded within a given degree of probability. Southern Company Gas' VaR may not be comparable to that of other companies due to differences in the factors used to calculate VaR. Southern Company Gas' VaR is determined on a 95% confidence interval"Assets and a one-day holding period, which means that 95% of the time, the risk of loss in a day from a portfolio of positions is expected to be less than or equal to the amount of VaR calculated. The open exposure of Southern Company Gas is managed in accordance with established policies that limit market risk and require daily reporting of potential financial exposure to senior management. Because Southern Company Gas generally manages physical gas assets and economically protects its positions by hedging in the futures markets, Southern Company Gas' open exposure is generally mitigated. Southern Company Gas employs daily risk testing, using both VaR and stress testing, to evaluate the risk of its positions.

Southern Company Gas actively monitors open commodity positions and the resulting VaR and maintains a relatively small risk exposure as total buy volume is close to sell volume, with minimal open natural gas price risk. Based on a 95% confidence interval and employing a one-day holding period, SouthStar's portfolio of positionsLiabilities Held for ~~all periods presented was immaterial.~~

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~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION~~

~~AND RESULTS OF OPERATIONS (Continued)~~

~~Southern Company Gas' wholesale gas services segment had the following VaRs at March 31:~~

2021 2020
(in millions)
Period end(*)
$ 1.1 $ 4.2
Average 3.2 2.1
High(*)
55.3 4.2
Low 0.9 1.3

~~(*)~~The VaR at March 31, 2021 reflects significant natural gas price increases in Sequent's key markets driven by a disruption in natural gas supplies and an increase in usage due to Winter Storm Uri that extended from the Gulf Coast to across the mid-west. VaR returned to typical levels as temperatures and natural gas supplies normalized.Sale" herein for additional information.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, there were no material changes to Southern Company's, Alabama Power's, Georgia Power's, Mississippi Power's, and Southern Power's disclosures about market risk. See Note (K) to the Condensed Financial Statements under "Southern Company Gas" herein for information regarding Southern Company Gas' sale of Sequent on July 1, 2021. For additional market risk disclosures relating to Southern Company Gas, see MANAGEMENT'S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – "Market Price Risk" herein. For an in-depth discussion of each Registrant's market risks, see MANAGEMENT'S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – "Market Price Risk" in Item 7 of the Form 10-K and Note 1 to the financial statements under "Financial Instruments" and Notes 13 and 14 to the financial statements in Item 8 of the Form 10-K, as well as Notes (I) and (J) to the Condensed Financial Statements herein.

Item 4. Controls and Procedures.

(a)Evaluation of disclosure controls and procedures.

As of the end of the period covered by this Quarterly Report on Form 10-Q, Southern Company, Alabama Power, Georgia Power, Mississippi Power, Southern Power, and Southern Company Gas conducted separate evaluations under the supervision and with the participation of each company's management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Based upon these evaluations, the Chief Executive Officer and the Chief Financial Officer, in each case, concluded that the disclosure controls and procedures are effective.

(b) Changes in internal controls over financial reporting.

There have been no changes in Southern Company's, Alabama Power's, Georgia Power's, Mississippi Power's, Southern Power's, or Southern Company Gas' internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the ~~first~~second quarter 2021 that have materially affected or are reasonably likely to materially affect Southern Company's, Alabama Power's, Georgia Power's, Mississippi Power's, Southern Power's, or Southern Company Gas' internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

See the Notes to the Condensed Financial Statements herein for information regarding certain legal and administrative proceedings in which the Registrants are involved. The Registrants' threshold for disclosing material environmental legal proceedings involving a governmental authority where potential monetary sanctions are involved is $1 million.

Item 1A. Risk Factors.

See RISK FACTORS in Item 1A of the Form 10-K for a discussion of the risk factors of the Registrants. There have been no material changes to these risk factors from those previously disclosed in the Form 10-K.

Item 6. Exhibits.

The exhibits below with an asterisk (*) preceding the exhibit number are filed herewith. The remaining exhibits have previously been filed with the SEC and are incorporated herein by reference. The exhibits marked with a pound sign (#) are management contracts or compensatory plans or arrangements.

(4) Instruments Describing Rights of Security Holders, Including Indentures

Southern Company

(a)1

~~Twenty-Second~~Eleventh Supplemental Indenture to ~~Senior~~Subordinated Note Indenture dated as of ~~February 26,~~May 6, 2021, providing for amendments to the ~~Senior~~Subordinated Note Indenture and ~~for~~ the issuance of the Series 2021A ~~0.60% Senior~~3.75% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due ~~February 26, 2024.~~September 15, 2051. (Designated in Form 8-K dated ~~February 23, 2021~~May 3 , 2021, File No. 1-3526, as Exhibit ~~4.4(a)~~4.4)

~~(a)2~~

~~Twenty-Third Supplemental Indenture to Senior Note Indenture dated as of February 26, 2021, providing for the issuance of the Series 2021B 1.75% Senior Notes due March 15, 2028. (Designated in Form 8-K dated February 23, 2021, File No. 1-3526, as Exhibit 4.4(~~b ))

~~Georgia~~Alabama Power

(b)

~~Sixty-Third~~Sixty-First Supplemental Indenture to Senior Note Indenture dated as of ~~February 26,~~June 11, 2021, providing for amendments to the Senior Note Indenture and ~~for~~ the issuance of the Series 2021A ~~3.25%~~3.125% Senior Notes due ~~March~~July 15, 2051. (Designated in Form 8-K dated ~~February 22,~~June 7 , 2021, File No. 1-3164 , as Exhibit 4.6)

Mississippi Power

Sixteenth Supplemental Indenture to Senior Note Indenture dated as of June 29, 2021, providing for amendments to the Senior Note Indenture and the issuance of the Series 2021A Floating Rate Senior Notes due June 28, 2024. (Designated in Form 8-K dated June 24 , 2021, File No. ~~1-6468,~~00 1-11229 , as Exhibit 4.~~4.2~~2(a))

Seventeenth Supplemental Indenture to Senior Note Indenture dated as of June 29, 2021, providing for the issuance of the Series 2021B 3.10% Senior Notes due July 30, 2051. (Designated in Form 8-K dated June 24, 2021, File No. 001-11229, as Exhibit 4.2(b ))

(10) Material Contracts

Southern Company

(a)1

The Southern Company 2021 Equity and Incentive Compensation Plan, effective May 26, 2021. (Designated in Form 8-K dated May 26, 2021, File No. 1-3526, as Exhibit 10.1)

(a)2

~~Amendment No. 2 to~~Deferred Compensation Plan for Outside Directors of The Southern Company, ~~Change in Control Benefits Protection Plan, effective~~Amended and Restated Effective June 1, 2021 ~~as of February 26, 2021.~~.

Alabama Power

(b)1

~~Amendment No. 2 to~~ The Southern Company ~~Change in Control Benefits Protection~~2021 Equity and Incentive Compensation Plan, effective ~~as of February~~May 26, 2021. See Exhibit 10(a) herein.

(b)2

Deferred Compensation Plan for Outside Directors of Alabama P ower Company, Amended and Restated Effective June 1, 2021 .

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(24) Power of Attorney and Resolutions

Southern Company

(a)

Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2020, File No. 1-3526 as Exhibit 24(a).)

Alabama Power

(b)

Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2020, File No. 1-3164 as Exhibit 24(b).)

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Georgia Power

Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2020, File No. 1-6468 as Exhibit 24(c)1.)

Power of Attorney of Daniel S. Tucker. (Designated in the Form 10-K for the year ended December 31, 2020, File No. 1-6468 as Exhibit 24(c)2.)

Mississippi Power

(d)1

Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2020, File No. 001-11229 as Exhibit 24(d)1.)

Southern Power

(e)1

Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2020, File No. 001-37803 as Exhibit 24(e)1.)

Southern Company Gas

(f)1

Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2020, File No. 1-14174 as Exhibit 24(f)1.)

(f)2

Power of Attorney of David P. Poroch. (Designated in the Form 10-K for the year ended December 31, 2020, File No. 1-14174 as Exhibit 24(f)2.)

(31) Section 302 Certifications

Southern Company

(a)1

Certificate of Southern Company's Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

(a)2

Certificate of Southern Company's Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

Alabama Power

(b)1

Certificate of Alabama Power's Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

(b)2

Certificate of Alabama Power's Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

Georgia Power

Certificate of Georgia Power's Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

Certificate of Georgia Power's Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

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Mississippi Power

(d)1

Certificate of Mississippi Power's Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

(d)2

Certificate of Mississippi Power's Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

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Southern Power

(e)1

Certificate of Southern Power Company's Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

(e)2

Certificate of Southern Power Company's Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

Southern Company Gas

(f)1

Certificate of Southern Company Gas' Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

(f)2

Certificate of Southern Company Gas' Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

(32) Section 906 Certifications

Southern Company

(a)

Certificate of Southern Company's Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.

Alabama Power

(b)

Certificate of Alabama Power's Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.

Georgia Power

(c)

Certificate of Georgia Power's Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.

Mississippi Power

(d)

Certificate of Mississippi Power's Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.

Southern Power

(e)

Certificate of Southern Power Company's Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.

Southern Company Gas

(f)

Certificate of Southern Company Gas' Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.

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(101) Interactive Data Files

INS

XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

SCH

XBRL Taxonomy Extension Schema Document

CAL

XBRL Taxonomy Calculation Linkbase Document

DEF

XBRL Definition Linkbase Document

LAB

XBRL Taxonomy Label Linkbase Document

PRE

XBRL Taxonomy Presentation Linkbase Document

(104) Cover Page Interactive Data File

Formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.

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THE SOUTHERN COMPANY

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof included in such company's report.


						THE SOUTHERN COMPANY

By						Thomas A. Fanning
						Chairman, President, and Chief Executive Officer
						(Principal Executive Officer)

By						Andrew W. Evans
						Executive Vice President and Chief Financial Officer
						(Principal Financial Officer)

By						/s/ Melissa K. Caen
						(Melissa K. Caen, Attorney-in-fact)

Date: ~~April~~July 28, 2021

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ALABAMA POWER COMPANY

SIGNATURES


						ALABAMA POWER COMPANY

By						Mark A. Crosswhite
						Chairman, President, and Chief Executive Officer
						(Principal Executive Officer)

By						Philip C. Raymond
						Executive Vice President, Chief Financial Officer, and Treasurer
						(Principal Financial Officer)

By						/s/ Melissa K. Caen
						(Melissa K. Caen, Attorney-in-fact)

Date: ~~April~~July 28, 2021

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GEORGIA POWER COMPANY

SIGNATURES


						GEORGIA POWER COMPANY

By						~~W. Paul Bowers~~Christopher C. Womack
						Chairman, President, and Chief Executive Officer
						(Principal Executive Officer)

By						Daniel S. Tucker
						Executive Vice President, Chief Financial Officer, and Treasurer
						(Principal Financial Officer)

By						/s/ Melissa K. Caen
						(Melissa K. Caen, Attorney-in-fact)

Date: ~~April~~July 28, 2021

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MISSISSIPPI POWER COMPANY

SIGNATURES


						MISSISSIPPI POWER COMPANY

By						Anthony L. Wilson
						Chairman, President, and Chief Executive Officer
						(Principal Executive Officer)

By						Moses H. Feagin
						Senior Vice President, Chief Financial Officer, and Treasurer
						(Principal Financial Officer)

By						/s/ Melissa K. Caen
						(Melissa K. Caen, Attorney-in-fact)

Date: ~~April~~July 28, 2021

~~139~~164

Table of Contents Index to Financial Statements

SOUTHERN POWER COMPANY

SIGNATURES


						SOUTHERN POWER COMPANY

By						Christopher Cummiskey
						Chairman and Chief Executive Officer
						(Principal Executive Officer)

By						Elliott L. Spencer
						Senior Vice President, Chief Financial Officer, and Treasurer
						(Principal Financial Officer)

By						/s/ Melissa K. Caen
						(Melissa K. Caen, Attorney-in-fact)

Date: ~~April~~July 28, 2021

~~140~~165

Table of Contents Index to Financial Statements

SOUTHERN COMPANY GAS

SIGNATURES


						SOUTHERN COMPANY GAS

By						Kimberly S. Greene
						Chairman, President, and Chief Executive Officer
						(Principal Executive Officer)

By						David P. Poroch
						Executive Vice President, Chief Financial Officer, and Treasurer
						(Principal Financial Officer)

By						/s/ Melissa K. Caen
						(Melissa K. Caen, Attorney-in-fact)

Date: ~~April~~July 28, 2021

~~141~~166


Note		Page
A	Introduction	4345
B	Regulatory Matters	4648
C	Contingencies	5457
D	Revenue from Contracts with Customers and Lease Income	5760
E	Consolidated Entities and Equity Method Investments	6067
F	Financing	6269
G	Income Taxes	6370
H	Retirement Benefits	6471
I	Fair Value Measurements	6674
J	Derivatives	7179
K	Acquisitions and Dispositions	8091
L	Segment and Related Information	8293


	Pay Notional		Pay Rate	Receive Notional		Receive Rate	Hedge Maturity Date	Fair Value Gain (Loss) at March 31, 2021
	(in millions)			(in millions)				(in millions)
Cash Flow Hedges of Existing Debt
Southern Power	$	677	2.95%	€	600	1.00%	June 2022	$	9
Southern Power	564		3.78%	500		1.85%	June 2026	9
Total	$	1,241		€	1,100			$	18


	As of March 31, 2021				As of December 31, 2020
Derivative Category and Balance Sheet Location	Assets		Liabilities		Assets		Liabilities
	(in millions)				(in millions)
Southern Company
Derivatives designated as hedging instruments for regulatory purposes
Energy-related derivatives:
Assets from risk management activities/Other current liabilities	$	30	$	4	$	24	$	11
Other deferred charges and assets/Other deferred credits and liabilities	16		15		18		19


Total derivatives designated as hedging instruments for regulatory purposes	$	46	$	19	$	42	$	30
Derivatives designated as hedging instruments in cash flow and fair value hedges
Energy-related derivatives:
Assets from risk management activities/Other current liabilities	$	2	$	1	$	3	$	5

Interest rate derivatives:
Assets from risk management activities/Other current liabilities	10		0		20		0

Foreign currency derivatives:
Assets from risk management activities/Other current liabilities	0		23		0		23
Other deferred charges and assets/Other deferred credits and liabilities	41		0		87		0
Total derivatives designated as hedging instruments in cash flow and fair value hedges	$	53	$	24	$	110	$	28
Derivatives not designated as hedging instruments
Energy-related derivatives:
Assets from risk management activities/Other current liabilities	$	265	$	265	$	388	$	331
Other deferred charges and assets/Other deferred credits and liabilities	272		237		270		232
Total derivatives not designated as hedging instruments	$	537	$	502	$	658	$	563
Gross amounts recognized	$	636	$	545	$	810	$	621
Gross amounts offset(a)	(450)		(477)		(529)		(557)
Net amounts recognized in the Balance Sheets(b)	$	186	$	68	$	281	$	64


	Southern Company
	At March 31,		At December 31,
	2021		2020
	(in millions)
Assets Held for Sale:
Total property, plant, and equipment	$	7	$	8
Leveraged leases	52		52
Total Assets Held for Sale	$	59	$	60


	Storage withdrawal schedule
	Total storage(a)	Expected net operating gains (losses)(b)		Physical transportation transactions – expected net operating gains (losses)(c)
	(in mmBtu in millions)	(in millions)		(in millions)
2021	11	$	6	$	—
2022 and thereafter	6	5		15
Total at March 31, 2021	17	$	11	$	15


	Fair Value Measurements of Contracts at
	March 31, 2021
	Total Fair Value		Maturity
			2021		2022 – 2023		2024 – 2025
	(in millions)
Level 1(a)	$	13	$	11	$	(12)	$	14
Level 2(b)	(1)		(1)		(2)		2
Level 3(c)	28		9		8		11
Fair value of contracts outstanding at end of period(d)	$	40	$	19	$	(6)	$	27