SO 10-K Annual Report Dec. 31, 2018 | Alphaminr
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SO 10-K Fiscal year ended Dec. 31, 2018

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Income Statement
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SOUTHERN CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsPart on Sales Under Ppas. The Failure Of A Counterparty To One Of These Ppas ToItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrants' Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

(a) 1 Agreement and Plan of Merger by and among Southern Company, AMS Corp., and Southern Company Gas, dated August 23, 2015.(Designated in Form 8-K dated August 23, 2015, File No.1-3526, as Exhibit2.1.) (a) 2 Stock Purchase Agreement, dated as of May 20, 2018, by and among Southern Company, 700 Universe, LLC, and NextEra Energy.(Designated in Form 8-K dated May 23, 2018, File No. 1-3526, as Exhibit 2(a)1.) * (a) 3 Amendment No. 1 to Stock Purchase Agreement, dated as of January 1, 2019, by and among Southern Company, 700 Universe, LLC, and NextEra Energy.** (a) 4 Stock Purchase Agreement, dated as of May 20, 2018, by and among Southern Company Gas, NUI Corporation, 700 Universe, LLC, and NextEra Energy.(Designated in Form 8-K dated May 23, 2018, File No. 1-3526, as Exhibit 2(a)2.) (a) 5 Equity Interest Purchase Agreement, dated as of May 20, 2018, by and among Southern Power Company, 700 Universe, LLC, and NextEra Energy.(Designated in Form 8-K dated May 23, 2018, File No. 1-3526, as Exhibit 2(a)3.) (f) 2 Purchase and Sale Agreement, dated as of July 10, 2016, among Kinder Morgan SNG Operator LLC, Southern Natural Gas Company, L.L.C., and Southern Company.(Designated in Form 8-K dated August 31, 2016, File No.1-14174, as Exhibit2.1a.) (f) 3 Assignment, Assumption and Novation of Purchase and Sale Agreement, dated as of August 31, 2016, between Southern Company and Evergreen Enterprise Holdings LLC.(Designated in Form 8-K dated August 31, 2016, File No.1-14174, as Exhibit2.1b.) * (a) 1 Restated Certificate of Incorporation of Southern Company, dated February 12, 2019. (a) 2 By-laws of Southern Company as amended effective May 25, 2016, and as presently in effect. (Designated inForm 8-K dated May 25, 2016, File No.1-3526, as Exhibit3.2.) (b) 2 Amended and Restated By-laws of Alabama Power effective February 10, 2014, and as presently in effect. (Designated in Form 8-K dated February 10, 2014, File No 1-3164, as Exhibit3.1.) (c) 2 By-laws of Georgia Power as amended effective November 9, 2016, and as presently in effect.(Designated in Form 8-K dated November 9, 2016, File No.1-6468, as Exhibit3.1.) (d) 2 By-laws of Mississippi Power as amended effective July 1, 2017, and as presently in effect.(Designated in Form 10-Q for the quarter ended March 31, 2017, File No. 001-11229, as Exhibit 3(e).) (f) 1 Amended and Restated Articles of Incorporation of Southern Company Gas dated July 11, 2016.(Designated in Form 8-K dated July 8, 2016, File No. 1-14174, as Exhibit3.1.) (f) 2 By-laws of Southern Company Gas effective July 11, 2016.(Designated in Form 8-K dated July 8, 2016, File No. 1-14174, as Exhibit3.2.) (a) 2 Subordinated Note Indenture dated as of October 1, 2015, between The Southern Company and Wells Fargo Bank, National Association, as Trustee, and indentures supplemental thereto through November 22, 2017. (Designated inForm 8-K dated October 1, 2015, File No. 1-3526, as Exhibit 4.3, inForm 8-K dated October 1, 2015, File No. 1-3526, as Exhibit 4.4, inForm 8-K dated September 12, 2016, File No. 1-3526, as Exhibit 4.4,in Form 8-K dated December 5, 2016, File No. 1-3526, as Exhibit 4.4,inForm 10-Q for the quarter ended June 30, 2017, File No. 1-3526 as Exhibit 4(a)1, and inForm 8-K dated November 17, 2017, File No. 1-3526, as Exhibit 4.4.) (c) 2 Subordinated Note Indenture, dated as of September 1, 2017, between Georgia Power and Wells Fargo Bank, National Association, as Trustee, and First Supplemental Indenture thereto dated as of September 21, 2017. (Designated inForm 8-K dated September 18, 2017, File No. 1-6468, as Exhibit 4.3, and inForm 8-K dated September 18, 2017, File No. 1-6468, as Exhibit 4.4.) (c) 3 Loan Guarantee Agreement between Georgia Power and the DOE dated as of February 20, 2014, Amendment No. 1 thereto dated as of June 4, 2015, Amendment No. 2 thereto dated as of March 9, 2016, Amendment No. 3 thereto dated as of July 27, 2017, and Amendment No. 4 thereto dated as of December 8, 2017. (Designated inForm 8-K dated February 20, 2014, File No.1-6468, as Exhibit4.1, inForm 10-Q for the quarter ended June 30, 2015, File No. 1-6468, as Exhibit 10(c)1, inForm 10-Q for the quarter ended March 31, 2016, File No. 1-6468, as Exhibit 4(c)3, inForm 8-K dated July 27, 2017, File No. 1-6468, as Exhibit 4.1, and inForm 8-K dated December 8, 2017, File No. 1-6468, as Exhibit 4.1.) (c) 4 Note Purchase Agreement among Georgia Power, the DOE, and the Federal Financing Bank dated as of February 20, 2014.(Designated in Form 8-K dated February 20, 2014, File No.1-6468, as Exhibit4.2.) (c) 5 Future Advance Promissory Note dated February 20, 2014 made by Georgia Power to the FFB.(Designated in Form 8-K dated February 20, 2014, File No.1-6468, as Exhibit4.3.) (c) 6 Deed to Secure Debt, Security Agreement and Fixture Filing between Georgia Power and PNC Bank, National Association, doing business as Midland Loan Services Inc., a division of PNC Bank, National Association dated as of February 20, 2014.(Designated in Form 8-K dated February 20, 2014, File No.1-6468, as Exhibit4.4.) (c) 7 Owners Consent to Assignment and Direct Agreement and Amendment to Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement by and among Georgia Power, OPC, MEAG Power, and Dalton dated as of February 20, 2014.(Designated in Form 8-K dated February 20, 2014, File No.1-6468, as Exhibit4.5.) (f) 2 Southern Company Gas Capital Corporation's 6.00% SeniorNotesdue2034, 5.25% Senior Notes due 2019, Form of 3.50% Senior Notesdue 2021, 5.875% Senior Notesdue2041, Form of Series B Senior Notes due 2018, 4.40% Senior Notesdue 2043, 3.875%SeniorNotesdue2025, 3.250% Senior Notes due 2026, Form of 2.450% Senior Note due October 1, 2023, Form of 3.950% Senior Note due October 1, 2046, and Form of Series 2017A 4.400% Senior Note due May 30, 2047. (Designated inForm 8-K dated September 22, 2004, File No.1-14174, as Exhibit4.1, inForm 8-K dated August 5, 2009, File No.1-14174, as Exhibit4.1, inForm 8-K dated September 15, 2011, File No.1-14174, as Exhibit4.1, inForm 8-K dated March 16, 2011, File No.1-14174, as Exhibit4.1, inForm 8-K dated August 31, 2011, File No.1-14174, as Exhibit 4.2, inForm 8-K dated May 13, 2013, File No.1-14174, as Exhibit4.2, inForm 8-K dated November 13, 2015, File No.1-14174, as Exhibit4.2, inForm 8-K dated May 13, 2016, File No. 1-14174, as Exhibit 4.2, inForm 8-K dated September 8, 2016, File No. 1-14174, as Exhibit 4.1(a), inForm 8-K dated September 8, 2016, File No. 1-14174, as Exhibit 4.1(b), and inForm 8-K dated May 5, 2017, File No. 1-14174, as Exhibit 4.1, respectively.) (f) 3 Southern Company Gas' Guaranteerelated to the 6.00% Senior Notes due 2034, Guarantee related to the 5.25% Senior Notes due 2019,Guarantee related to the 5.875% Senior Notes due 2041, Form of Guarantee related to the 3.50% Senior Notes due 2021, Guaranteerelated to the 4.40%Senior Notes due 2043, Guaranteerelated to the3.875% Senior Notes due 2025, Guarantee related to the 3.250% Senior Notes due 2026, Form of Guarantee related to the 2.450% Senior Notes due October 1, 2023, Form of Guarantee related to the 3.950% Senior Notes due October 1, 2046, and Form of Guarantee related to the Series 2017A 4.400% Senior Notes due May 30, 2047. (Designated inForm 8-K dated September 22, 2004, File No.1-14174, as Exhibit4.3, inForm 8-K dated March 16, 2011, File No.1-14174, as Exhibit4.2, inForm 8-K dated September 15, 2011, File No.1-14174, as Exhibit4.2, inForm 8-K dated May 13, 2013, File No.1-14174, as Exhibit4.3, inForm 8-K dated November 13, 2015, File No.1-14174, as Exhibit4.3, inForm 8-K dated May 13, 2016, File No. 1-14174, as Exhibit 4.3, inForm 8-K dated September 8, 2016, File No. 1-14174, as Exhibit 4.3(a), inForm 8-K dated September 8, 2016, File No. 1-14174, as Exhibit 4.3(b), and inForm 8-K dated May 5, 2017, File No. 1-14174, as Exhibit 4.3, respectively.) # (a) 1 Southern Company 2011 Omnibus Incentive Compensation Plan effective May25, 2011.(Designated in Form 8-K dated May25, 2011, File No.1-3526, as Exhibit 10.1.) # (a) 2 Form of Stock Option Award Agreement for Executive Officers of Southern Company under the Southern Company Omnibus Incentive Compensation Plan. (Designated inForm 10-Q for the quarter ended March31, 2011, File No.1-3526, as Exhibit 10(a)3.) # (a) 4 Southern Company Deferred Compensation Plan, Amended and Restated as of January1, 2018.(Designated in Form 10-K for the year ended December 31, 2017, File No. 1-3536, as Exhibit 10(a)4.) # (a) 5 The Southern Company Supplemental Executive Retirement Plan, Amended and Restated effective June 30, 2016, Amendment No. 1 thereto effective January 1, 2017, Amendment No. 2 thereto effective January 1, 2018, and Amendment No. 3 thereto effective April 1, 2018. (Designated inForm 10-Q for the quarter ended June 30, 2016, File No.1-3526, as Exhibit 10(a)1, inForm 10-K for the year ended December 31, 2016, File No. 1-3536, as Exhibit 10(a)18, inForm 10-K for the year ended December 31, 2017, File No. 1-3526, as Exhibit 10(a)16, and inForm 10-Q for the quarter ended March 31, 2018, File No. 1-3526, as Exhibit 10(a)1.) # (a) 6 The Southern Company Supplemental Benefit Plan, Amended and Restated effective as of June 30, 2016, Amendment No. 1 thereto effective January 1, 2017, Amendment No. 2 thereto effective January 1, 2018, and Amendment No. 3 thereto effective April 1, 2018. (Designated inForm 10-Q for the quarter ended June 30, 2016, File No.1-3526, as Exhibit 10(a)2, inForm 10-K for the year ended December 31, 2016, File No. 1-3536, as Exhibit 10(a)19, inForm 10-K for the year ended December 31, 2017, File No. 1-3526, as Exhibit 10(a)17,and inForm 10-Q for the quarter ended March 31, 2018, File No. 1-3526, as Exhibit 10(a)2.) # (a) 7 The Southern Company Change in Control Benefits Protection Plan (an amendment and restatement of The Southern Company Change in Control Benefit Plan Determination Policy), effective December31, 2008 and Amendment No. 1 thereto effective March 1, 2018. (Designated in Form 8-K dated December31, 2008, File No.1-3526, as Exhibit 10.1and inForm 10-Q for the quarter ended March 31, 2018, File No. 1-3526, as Exhibit 10(a)3.) # (a) 11 Southern Company Senior Executive Change in Control Severance Plan, Amended and Restated effective December31, 2008, First Amendment thereto effective October 19, 2009, and Second Amendment thereto effective February22, 2011. (Designated inForm 10-K for the year ended December31, 2008, File No.1-3526, as Exhibit 10(a)23, inForm 10-K for the year ended December31, 2009, File No.1-3526, as Exhibit 10(a)22, and inForm 10-K for the year ended December31, 2010, File No.1-3526, as Exhibit 10(a)16.) # (a) 12 Southern Company Executive Change in Control Severance Plan, Amended and Restated effective December31, 2008 and First Amendment thereto effective January1, 2010. (Designated inForm 10-K for the year ended December31, 2008, File No.1-3526, as Exhibit 10(a)24and inForm 10-K for the year ended December31, 2009, File No.1-3526, as Exhibit 10(a)24.) # (a) 13 Form of Terms for Performance Share Awards granted under the Southern Company 2011 Omnibus Incentive Compensation Plan. (Designated inForm 10-Q for the quarter ended March 31, 2017, File No. 1-3526, as Exhibit 10(a)1). # (a) 14 Outside Directors Stock Plan for The Southern Company and its Subsidiaries effective June 1, 2015. (Designated inDefinitive Proxy Statement filed April 10, 2015, File No. 1-3526, as Appendix A.) # (a) 15 Deferred Compensation Agreement between Southern Company, SCS, Alabama Power, and Mark A. Crosswhite, effective July 30, 2008. (Designated inForm 10-K for the year ended December 31, 2016, File No. 1-3526, as Exhibit 10(a)17.) (a) 16 The Southern Company Employee Savings Plan, Amended and Restated effective January 1, 2018. (Designated inPost-Effective Amendment No. 1 to Form S-8, File No. 333-212783 as Exhibit 4.3.) # (a) 17 Form of Terms for Restricted Stock Unit with Performance Measure Awards granted under the Southern Company 2011 Omnibus Incentive Compensation Plan. (Designated inForm 10-Q for the quarter ended March 31, 2017, File No. 1-3526, as Exhibit 10(a)2.) # (a) 18 Letter Agreement among Southern Company Gas, Southern Company, and Andrew W. Evans and Performance Stock Unit Award Agreement, dated September 29, 2016. (Designated inForm 10-Q for the quarter ended March 31, 2017, File No. 1-3526, as Exhibit 10(a)3.) # (a) 19 Form of Time-Vesting Restricted Stock Unit Awards granted under the Southern Company 2011 Omnibus Incentive Compensation Plan. (Designated inForm 10-Q for the quarter ended March 31, 2017, File No. 1-3526, as Exhibit 10(a)4.) # (a) 20 Consulting Agreement between SCS and Arthur P. Beattie effective August 1, 2018.(Designated in Form 10-Q for the quarter ended June 30, 2018, File No. 1-3526, as Exhibit 10(a)1.) #* (a) 21 First Amendment to the Southern Company Deferred Compensation Plan, dated December 7, 2018. #* (a) 22 Second Amendment to the Southern Company Deferred Compensation Plan, dated January 29, 2019. #* (a) 23 Fourth Amendment to the Southern Company Supplemental Executive Retirement Plan, dated December 7, 2018. #* (a) 24 Fifth Amendment to the Southern Company Supplemental Executive Retirement Plan, dated January 29, 2019. #* (a) 25 Fourth Amendment to the Southern Company Supplemental Benefit Plan, dated December 14, 2018. #* (a) 26 Fifth Amendment to the Southern Company Supplemental Benefit Plan, dated January 29, 2019. #* (a) 27 Second Amendment to the Deferred Stock Trust Agreement For Directors of Southern Company and Its Subsidiaries, dated December 29, 2018. #* (a) 28 Second Amendment to the Deferred Cash Compensation Trust Agreement For Directors of Southern Company and Its Subsidiaries, dated December 21, 2018. (b) 1 Intercompany Interchange Contract as revised effective May1, 2007, among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Southern Power Company, and SCS. (Designated inForm 10-Q for the quarter ended March31, 2007, File No.1-3164, as Exhibit 10(b)5.) * (b) 2 Appendix A to the Southern Company System Intercompany Interchange Contract, dated as of January 1, 2019. # (b) 9 Deferred Compensation Plan for Outside Directors of Alabama Power Company, Amended and Restated effective January1, 2008 and First Amendment thereto effective June 1, 2015. (Designated inForm 10-Q for the quarter ended June30, 2008, File No.1-3164, as Exhibit 10(b)1and inForm 10-Q for the quarter ended June30, 2015, File No.1-3164, as Exhibit 10(b)1.) # (b) 16 Deferred Compensation Agreement between Southern Company, Alabama Power, Georgia Power, Mississippi Power, and SCS and Philip C. Raymond dated September15, 2010. (Designated inForm 10-Q for the quarter ended September30, 2010, File No.1-3164, as Exhibit 10(b)2.) (c) 6 Interim Assessment Agreement dated as of March 29, 2017, by and among Georgia Power, for itself and as agent for OPC, MEAG, and Dalton, and Westinghouse, WECTEC Staffing Services LLC, and WECTEC Global Project Services, Inc., Amendment 1 thereto dated as of April 28, 2017, Amendment 2 thereto dated as of May 12, 2017, Amendment 3 thereto dated as of June 3, 2017, Amendment 4 thereto dated as of June 5, 2017, Amendment 5 thereto dated as of March 29, 2017, Amendment 6 thereto dated as of June 22, 2017, Amendment 7 thereto dated as of June 28, 2017 and Amendment 8 thereto dated as of July 20, 2017. (Designated inForm 10-Q for the quarter ended March 31, 2017, File No. 1-6468, as Exhibit 10(c)3, inForm 10-Q for the quarter ended March 31, 2017, File No. 1-6468, as Exhibit 10(c)4, inForm 8-K dated May 12, 2017, File No. 1-6468, as Exhibit 10.1, inForm 8-K dated June 3, 2017, File No. 1-6468, as Exhibit 10.1, inForm 8-K dated June 5, 2017, File No. 1-6468, as Exhibit 10.1, inForm 8-K dated June 16, 2017, File No. 1-6468, as Exhibit 10.2, inForm 8-K dated June 22, 2017, File No. 1-6468, as Exhibit 10.1, inForm 8-K dated June 28, 2017, File No. 1-6468, as Exhibit 10.1, andin Form 8-K dated July 20, 2017, File No. 1-6468, as Exhibit 10.1.) (c) 7 Settlement Agreement dated as of June 9, 2017, by and among Georgia Power, OPC, MEAG, Dalton, and Toshiba and Amendment No. 1 thereto dated as of December 8, 2017. (Designated inForm 8-K dated June 16, 2017, File No. 1-6468, as Exhibit 10.1and inForm 8-K dated December 8, 2017, File No. 1-6468, as Exhibit 10.1.) (c) 8 Amended and Restated Services Agreement dated as of June 20, 2017, by and among Georgia Power, for itself and as agent for OPC, MEAG, MEAG Power SPVJ, LLC, MEAG Power SPVM, LLC, MEAG Power SPVP, LLC, and Dalton, and Westinghouse and WECTEC Global Project Services, Inc. (Georgia Power requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the SEC. Georgia Power omitted such portions from the filing and filed them separately with the SEC.) (Designated inForm 10-Q for the quarter ended June 30, 2017, File No. 1-6468, as Exhibit 10(c)9.) (c) 9 Construction Completion Agreement dated as of October 23, 2017, between Georgia Power, for itself and as agent for OPC, MEAG, MEAG Power SPVJ, LLC, MEAG Power SPVM, LLC, MEAG Power SPVP, LLC, and Dalton, and Bechtel. (Georgia Power has requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the SEC. Georgia Power omitted such portions from the filing and filed them separately with the SEC.) (Designated inForm 10-K for the year ended December 31, 2017, File No. 1-6468, as Exhibit 10(c)8.) * (c) 10 Amendment No. 1 to Construction Completion Agreement dated as of October 12, 2018, between Georgia Power, for itself and as agent for OPC, MEAG, MEAG Power SPVJ, LLC, MEAG Power SPVM, LLC, MEAG Power SPVP, LLC, and Dalton, and Bechtel.(Georgia Power has requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the SEC. Georgia Power omitted such portions from the filing and filed them separately with the SEC.) (c) 11 Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement dated as of April 21, 2006, among Georgia Power, OPC, MEAG, and The City of Dalton, Georgia, Amendment 1 thereto dated as of April 8, 2008, Amendment 2 thereto dated as of February 20, 2014, Agreement Regarding Additional Participating Party Rights and Amendment 3 thereto dated as of November 2, 2017, and First Amendment to Agreement Regarding Additional Participating Party Rights and Amendment No. 3 to Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement, dated as of August 31, 2018. (Designated inForm 8-K dated April 21, 2006, File No. 33-7591, as Exhibit 10.4.4, inForm 10-K for the year ended December 31, 2013, File No. 000-53908, as Exhibit 10.3.2(a), inForm 10-K for the year ended December 31, 2013, File No. 000-53908, as Exhibit 10.3.2(b),in Form 10-Q for the quarter ended September 30, 2017, File No. 000-53908, as Exhibit 10.1, and inForm 8-K dated August 31, 2018, File No. 1-6468, as Exhibit 10.1.) * (c) 12 Global Amendments to Vogtle Additional Units Agreements, dated as of February 18, 2019, among Georgia Power, OPC, MEAG, MEAG Power SPVJ, LLC, MEAG Power SPVM, LLC, MEAG Power SPVP, LLC, and Dalton. (d) 4 Cooperative Agreement between the DOE and SCS dated as of December12, 2008. (Designated inForm 10-K for the year ended December31, 2008, File No.001-11229, as Exhibit 10(e)22.) (Mississippi Power requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the SEC. Mississippi Power omitted such portions from this filing and filed them separately with the SEC.) (f) 1 Final Allocation Agreement dated January 3, 2008. (Designated inForm 10-K for the year ended December 31, 2007, File No. 1-7296, as Exhibit 10.15.) (f) 2 Asset Purchase Agreement, dated as of October 15, 2017, by and between Pivotal Utility Holdings, Inc., as Seller, and South Jersey Industries, Inc., as Buyer. (Designated inForm 8-K dated October 15, 2017, File No. 1-14174, as Exhibit 10.1.) (a) The Southern Company Code of Ethics. (Designated inForm 10-K for the year ended December 31, 2016, File No. 1-3526, as Exhibit 14(a).) * (a) Subsidiaries of Registrant. * (a) 1 Consent of Deloitte& Touche LLP. * (b) 1 Consent of Deloitte& Touche LLP. * (c) 1 Consent of Deloitte& Touche LLP. * (d) 1 Consent of Deloitte& Touche LLP. * (e) 1 Consent of Deloitte& Touche LLP. * (f) 1 Consent of Deloitte& Touche LLP. * (f) 2 Consent of PricewaterhouseCoopers LLP. * (f) 3 Consent of BDO USA, LLP. * (a) 1 Power of Attorney and resolution. * (a) 2 Power of Attorney of Janaki Akella and Anthony F. Earley, Jr. * (b) Power of Attorney and resolution. * (c) Power of Attorney and resolution. * (d) Power of Attorney and resolution. * (e) 1 Power of Attorney and resolution. * (e) 2 Power of Attorney for Stan W. Connally. * (f) 1 Power of Attorney and resolution. * (f) 2 Power of Attorney of Daniel S. Tucker. * (a) 1 Certificate of Southern Company's Chief Executive Officer required by Section302 of the Sarbanes-Oxley Act of 2002. * (a) 2 Certificate of Southern Company's Chief Financial Officer required by Section302 of the Sarbanes-Oxley Act of 2002. * (b) 1 Certificate of Alabama Power's Chief Executive Officer required by Section302 of the Sarbanes-Oxley Act of 2002. * (b) 2 Certificate of Alabama Power's Chief Financial Officer required by Section302 of the Sarbanes-Oxley Act of 2002. * (c) 1 Certificate of Georgia Power's Chief Executive Officer required by Section302 of the Sarbanes-Oxley Act of 2002. * (c) 2 Certificate of Georgia Power's Chief Financial Officer required by Section302 of the Sarbanes-Oxley Act of 2002. * (d) 1 Certificate of Mississippi Power's Chief Executive Officer required by Section302 of the Sarbanes-Oxley Act of 2002. * (d) 2 Certificate of Mississippi Power's Chief Financial Officer required by Section302 of the Sarbanes-Oxley Act of 2002. * (e) 1 Certificate of Southern Power Company's Chief Executive Officer required by Section302 of the Sarbanes-Oxley Act of 2002. * (e) 2 Certificate of Southern Power Company's Chief Financial Officer required by Section302 of the Sarbanes-Oxley Act of 2002. * (f) 1 Certificate of Southern Company Gas' Chief Executive Officer required by Section302 of the Sarbanes-Oxley Act of 2002. * (f) 2 Certificate of Southern Company Gas' Chief Financial Officer required by Section302 of the Sarbanes-Oxley Act of 2002. * (a) Certificate of Southern Company's Chief Executive Officer and Chief Financial Officer required by Section906 of the Sarbanes-Oxley Act of 2002. * (b) Certificate of Alabama Power's Chief Executive Officer and Chief Financial Officer required by Section906 of the Sarbanes-Oxley Act of 2002. * (c) Certificate of Georgia Power's Chief Executive Officer and Chief Financial Officer required by Section906 of the Sarbanes-Oxley Act of 2002. * (d) Certificate of Mississippi Power's Chief Executive Officer and Chief Financial Officer required by Section906 of the Sarbanes-Oxley Act of 2002. * (e) Certificate of Southern Power Company's Chief Executive Officer and Chief Financial Officer required by Section906 of the Sarbanes-Oxley Act of 2002. * (f) Certificate of Southern Company Gas' Chief Executive Officer and Chief Financial Officer required by Section906 of the Sarbanes-Oxley Act of 2002. * (f) The financial statements of Southern Natural Gas Company, L.L.C., pursuant to Rule 3-09 of Regulation S-X.