SO 10-K Annual Report Dec. 31, 2021 | Alphaminr
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SO 10-K Fiscal year ended Dec. 31, 2021

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SOUTHERN CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 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. ReservedItem 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 InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 Stock Purchase Agreement, dated as of May 20, 2018, by and among Southern Company, 700 Universe, LLC, and NextEra Energy and Amendment No. 1 thereto dated as of January 1, 2019.(Designated in Form 8-K dated May 23, 2018, File No. 1-3526, as Exhibit 2(a)1and inForm 10-K for the year ended December 31, 2018, File No. 1-3526, as Exhibit 2(a)3.) (e) 1 Membership Interest Purchase Agreement, dated as of April 17, 2019, by and between Southern Power and The City of Austin d/b/a Austin Energy.(Designated in Form 8-K dated June 13, 2019, File No. 001-37803, as Exhibit 2.1.) (e) 2 Letter Agreement, dated as of May 24, 2019, by and between Southern Power and The City of Austin d/b/a Austin Energy.(Designated in Form 8-K dated June 13, 2019, File No. 001-37803, as Exhibit 2.2.) (a) 1 Restated Certificate of Incorporation of Southern Company, dated February 12, 2019.(Designated in Form 10-K for the year ended December 31, 2018, File No. 1-3526, as Exhibit 3(a)1.) (a) 2 Amended and Restated By-laws of Southern Company effective December 9, 2019, and as presently in effect.(Designated in Form 8-K dated December 9, 2019, File No.1-3526, as Exhibit3.1.) (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) 1 Amended and Restated Articles of Incorporation of Mississippi Power dated July 22, 2020. (Designated in Form 10-Q for the quarter ended June 30, 2020, File No. 001-11229, as Exhibit 3(d)1.) (d) 2 By-laws of Mississippi Power as amended effective July 22, 2020, and as presently in effect. (Designated in Form 10-Q for the quarter ended June 30, 2020, File No. 001-11229, as Exhibit 3(d)2.) (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 Amended and Restated By-laws of Southern Company Gas effective October 23, 2018.(Designated in Form 10-Q for the quarter ended June 30, 2019, File No. 1-14174, as Exhibit3(e).) (a) 2 Subordinated Note Indenture dated as of October 1, 2015, between The Southern Company and Computershare Trust Company, N.A., as successor Trustee, and certain indentures supplemental thereto through September 16, 2021. (Designated inForm 8-K dated October 1, 2015, File No. 1-3526, as Exhibit 4.3, inForm 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, inForm 8-K dated November 17, 2017, File No. 1-3526, as Exhibit 4.4, inForm 8-K dated August 13, 2019, File No. 1-3526, as Exhibit 4.4(a), inForm 8-K dated August 13, 2019, File No. 1-3526, as Exhibit 4.4(b), inForm 8-K dated January 6, 2020, File No. 1-3526 as Exhibit 4.4, inForm 8-K dated September 15, 2020, File No. 1-3526, as Exhibit 4.4(a), inForm 8-K dated September 15, 2020, File No. 1-3526, as Exhibit 4.4(b), inForm 8-K dated May3, 2021, FileNo. 1-3526, as Exhibit 4.4, and inForm 8-K dated September 13, 2021, File No. 1-3526, as Exhibit 4.4.) (a) 3 Purchase Contract and Pledge Agreement, dated as of August 16, 2019, between Southern Company and U.S. Bank National Association, as Purchase Contract Agent, Collateral Agent, Custodial Agent, and Securities Intermediary.(Designated in Form 8-K dated August 13, 2019, File No. 1-3526, as Exhibit 4.9.) * (a) 4 Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. (b) 3 Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. (Designated in Form 10-K for the year ended December 31, 2019, File No. 1-3164, as Exhibit 4(b)5.) (c) 2 Subordinated Note Indenture, dated as of September 1, 2017, between Georgia Power and Computershare Trust Company, N.A., as Successor 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 Amended and Restated Loan Guarantee Agreement, dated as of March 22, 2019, between Georgia Power and the DOE. (Designated inForm 8-K dated March 22, 2019, File No.1-6468, as Exhibit4.1.) (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 Amended and Restated Deed to Secure Debt, Security Agreement and Fixture Filing, dated as of March 22, 2019, by Georgia Power to PNC Bank, National Association, doing business as Midland Loan Services Inc., a division of PNC Bank, National Association. (Designated inForm 8-K dated March 22, 2019, File No.1-6468, as Exhibit4.4.) (c) 7 Amended and Restated Owners Consent to Assignment and Direct Agreement and Amendment to Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement, dated as of March 22, 2019, among Georgia Power, the other Vogtle Owners, the DOE, and PNC Bank, National Association, doing business as Midland Loan Services Inc., a division of PNC Bank, National Association. (Designated inForm 8-K dated March 22, 2019, File No.1-6468, as Exhibit4.5.) (c) 8 Note Purchase Agreement, dated as of March 22, 2019, between Georgia Power, the DOE, and the FFB. (Designated inForm 8-K dated March 22, 2019, File No. 1-6468, as Exhibit 4.2.) (c) 9 Promissory Note of Georgia Power, dated as of March 22, 2019. (Designated inForm 8-K dated March 22, 2019, File No. 1-6468, as Exhibit 4.3.) (c) 10 Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. (Designated inForm 10-K for the year ended December 31, 2019, File No. 1-6468, as Exhibit 4(c)10.) (e) 2 Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. (Designated inForm 10-K for the year ended December 31, 2019, File No. 001-37803, as Exhibit 4(e)2.) (f) 2 Southern Company Gas Capital Corporation's 6.00% Senior Notes due 2034, 5.875% Senior Notes due 2041, Form of Series B Senior Notes due 2018, 4.40% Senior Notes due 2043, 3.875% Senior Notes due 2025, 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, Form of Series 2017A 4.400% Senior Note due May 30, 2047, Form of 2020A 1.750% Senior Note due January 15, 2031, and Form of Series 2021A 3.15% Senior Note due September 30, 2051. (Designated inForm 8-K dated September 22, 2004, 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), inForm 8-K dated May 5, 2017, File No. 1-14174, as Exhibit 4.1, inForm 8-K dated August 17, 2020, File No. 1-14174, as Exhibit 4.1, and inForm 8-K datedSeptember9, 2021, File No. 1-14174, as Exhibit 4.1, respectively.) (f) 3 Southern Company Gas' Guarantee related to the 6.00% Senior Notes due 2034, Guarantee related to the 5.875% Senior Notes due 2041, Guarantee related to the 4.40% Senior Notes due 2043, Guarantee related to the 3.875% 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, Form of Guarantee related to the Series 2017A 4.400% Senior Notes due May 30, 2047, Form of Guarantee related to the Series 2020A 1.750% Senior Notes due January 15, 2031, and Form of Guarantee related to the Series 2021A 3.15% Senior Note due September 30, 2051. (Designated inForm 8-K dated September 22, 2004, File No.1-14174, as Exhibit4.3, 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), inForm 8-K dated May 5, 2017, File No. 1-14174, as Exhibit 4.3, inForm 8-K dated August 17, 2020, File No. 1-14174, as Exhibit 4.3,and inForm 8-K dated September 9, 2021, 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) 3 Deferred Compensation Plan for Outside Directors of The Southern Company, Amended and Restated effective June 1, 2021. (Designated inForm10-Q for the quarter ended June 30,2021,File No. 1-3526, as Exhibit 10(a)2.) # (a) 4 Southern Company Deferred Compensation Plan, Amended and Restated as of January1, 2018, First Amendment thereto dated as of December 7, 2018, Second Amendment thereto dated as of January 29, 2019, and Third Amendment thereto effective January 1, 2018. (Designated inForm 10-K for the year ended December 31, 2017, File No. 1-3526, as Exhibit 10(a)4, inForm 10-K for the year ended December 31, 2018, File No. 1-3526, as Exhibit 10(a)21, inForm 10-K for the year ended December 31, 2018, File No. 1-3526, as Exhibit 10(a)22, and inForm 10-K for the year ended December 31, 2020, File No.1-3526, as Exhibit 10(a)24.) # (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, Amendment No. 3 thereto effective April 1, 2018, Amendment No. 4 thereto effective December 4, 2018, Amendment No. 5 thereto effective January 1, 2019 and Amendment No. 6 thereto effective January 1, 2019. (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. 1-3526, as Exhibit 10(a)18, inForm 10-K for the year ended December 31, 2017, File No. 1-3526, as Exhibit 10(a)16, inForm 10-Q for the quarter ended March 31, 2018, File No. 1-3526, as Exhibit 10(a)1, inForm 10-K for the year ended December 31, 2018, File No. 1-3526, as Exhibit 10(a)23, inForm 10-K for the year ended December 31, 2018, File No. 1-3526, as Exhibit 10(a)24, and inForm 10-K for the year ended December 31, 2019, File No. 1-3526, as Exhibit 10(a)24.) # (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, Amendment No. 3 thereto effective April 1, 2018, Amendment No. 4 thereto dated December 14, 2018, Amendment No. 5 thereto effective January 1, 2019, Amendment No. 6 thereto effective January 1, 2019, and Amendment No. 7 thereto effective June 30, 2016. (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. 1-3526, as Exhibit 10(a)19, inForm 10-K for the year ended December 31, 2017, File No. 1-3526, as Exhibit 10(a)17,inForm 10-Q for the quarter ended March 31, 2018, File No. 1-3526, as Exhibit 10(a)2, inForm 10-K for the year ended December 31, 2018, File No. 1-3526, as Exhibit 10(a)25, inForm 10-K for the year ended December 31, 2018, File No. 1-3526, as Exhibit 10(a)26inForm 10-K for the year ended December 31, 2019, File No. 1-3526, as Exhibit 10(a)23, and inForm 10-K for the year ended December31, 2020, File No. 1-3526, as Exhibit 10(a) 25.) # (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, Amendment No. 1 thereto effective March 1, 2018, and Amendment No. 2 thereto effective as of February 26, 2021. (Designated in Form 8-K dated December31, 2008, File No.1-3526, as Exhibit 10.1, inForm 10-Q for the quarter ended March 31, 2018, File No. 1-3526, as Exhibit 10(a)3, and inForm 10-Q for thequarter endedMarch 31, 2021, File No. 1-3526, as Exhibit 10(a).) # (a) 9 Amended and Restated Deferred Stock Trust Agreement for Directors of Southern Company and its Subsidiaries, Amended and Restated effective December 16, 2020, by and between Southern Company and Wells Fargo Bank, National Association. (Designated in Form 10-K for the year ended December 31, 2020, File No. 1-3526, as Exhibit 10(a)9.) # (a) 10 Amended and Restated Deferred Cash Compensation Trust Agreement for Directors of Southern Company and its Subsidiaries, Amended and Restated effective December 16, 2020, by and between Southern Company and Wells Fargo Bank, National Association. (Designated in Form 10-K for the year ended December 31, 2020, File No. 1-3526, as Exhibit 10(a)10.) # (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 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) 15 The Southern Company Employee Savings Plan, Amended and Restated effective January 1, 2018, First Amendment thereto effective January 1, 2018, Second Amendment thereto effective January 1, 2018, Third Amendment thereto effective January 1, 2018 and Fourth Amendment thereto effective as of January 1, 2018. (Designated inPost-Effective Amendment No. 1 to Form S-8, File No. 333-212783 as Exhibit 4.3, inForm 10-K for the year ended December 31, 2019, File No. 1-3526, as Exhibit 10(a)25, inForm 10-K for the year ended December 31, 2019, File No. 1-3526, as Exhibit 10(a)26, inForm 10-K for the year ended December 31, 2019, File No. 1-3526, as Exhibit 10(a)27and inForm10-K for the year ended December31, 2020, File No. 1-3526, as Exhibit,10(a)26.) # (a) 16 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) 17 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) 18 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) 19 Performance Stock Units Agreement, dated May 23, 2018, between Southern Company and Stephen E. Kuczynski. (Designated inForm 10-Q for the quarter ended March 31, 2019, File No. 1-3526, as Exhibit 10(a)1.) # (a) 20 Retention and Restricted Stock Unit Agreement, dated May 23, 2018, between Southern Company and Stephen E. Kuczynski. (Designated inForm 10-Q for the quarter ended March 31, 2019, File No. 1-3526, as Exhibit 10(a)2.) # (a) 21 Form of Terms for 2019 Equity Awards granted under the Southern Company 2011 Omnibus Incentive Compensation Plan. (Designated inForm 10-Q for the quarter ended March 31, 2019, File No. 1-3526, as Exhibit 10(a)3.) # (a) 22 Form of Terms for 2020 Equity Awards granted under the Southern Company 2011 Omnibus Incentive Compensation Plan. (Designated in Form 10-Q for the quarter ended March 31, 2020, File No. 1-3526, as Exhibit 10(a).) # (a) 23 The Southern Company Equity and Incentive Compensation Plan, effective May 26, 2021. (Designated inForm 8-K dated May 26, 2021, File No. 1-3526, as Exhibit 10.1.) # (a) 24 Consulting Agreement between SCS and Andrew W. Evans dated August 23, 2021. (Designated inForm 10-Q for the quarter ended September 30, 2021, File No. 1-3526, as Exhibit 10(a).) * # (a) 25 First Amendment to Amended and Restated Deferred Compensation Plan for Outside Directors of The Southern Company effective as of June 1, 2021. (b) 1 Intercompany Interchange Contract as revised effective May1, 2007, among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Southern Power Company, and SCS and Appendix A thereto dated as of January 1, 2019. (Designated inForm 10-Q for the quarter ended March31, 2007, File No.1-3164, as Exhibit 10(b)5and inForm 10-K for the year ended December 31, 2018, File No. 1-3164, as Exhibit 10(b)2.) # (b) 8 Deferred Compensation Plan for Outside Directors of Alabama Power Company, Amendedand Restated effective June 1, 2021. (Designated inForm 10-Q for the quarter ended June30, 2021, File No.1-3164, as Exhibit 10(b)2.) # (b) 15 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.) # (b) 21 Employment Agreement between Alabama Power and Gregory J. Barker effective June 8,2020.(Designated in Form 10-Q for the quarter ended June 30, 2020, File No 1-3164, as Exhibit 10(b).) (c) 5 Settlement Agreement dated as of June 9, 2017, by and among Georgia Power, OPC, MEAG Power, 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) 6 Amended and Restated Services Agreement dated as of June 20, 2017, by and among Georgia Power, for itself and as agent for OPC, MEAG Power, 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) 7 Construction Completion Agreement dated as of October 23, 2017, between Georgia Power, for itself and as agent for OPC, MEAG Power, MEAG Power SPVJ, LLC, MEAG Power SPVM, LLC, MEAG Power SPVP, LLC, and Dalton, and Bechtel, Amendment No. 1 thereto dated as of October 12, 2018, and Amendment No. 2 thereto dated as of November 8, 2019. (Georgia Power has requested confidential treatment for certain portions of these documents pursuant to applications for confidential treatment sent to the SEC. Georgia Power omitted such portions from the filings 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)8and inForm 10-K for the year ended December 31, 2018, File No. 1-6468, as Exhibit 10(c)10, and inForm 10-K for the year ended December 31, 2019, File No. 1-6468, as Exhibit 10(c)8.) (c) 8 Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement dated as of April 21, 2006, among Georgia Power, OPC, MEAG Power, 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) 9 Global Amendments to Vogtle Additional Units Agreements, dated as of February 18, 2019, among Georgia Power, OPC, MEAG Power, MEAG Power SPVJ, LLC, MEAG Power SPVM, LLC, MEAG Power SPVP, LLC, and Dalton.(Designated in Form 10-K for the year ended December 31, 2018, File No. 1-6468, as Exhibit 10(c)12.) (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.) (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 BDO USA, LLP. * (a) 1 Power of Attorney and resolution. * (b) 1 Power of Attorney and resolution. * (b) 2 Power of Attorney ofKevin B. Savoy. * (b) 3 Power of Attorney of Charisse D. Stokes. * (c) 1 Power of Attorney and resolution. * (c) 2 Power of Attorney ofAndrew W. Evans. * (d) 1 Power of Attorney and resolution. * (d) 2 Power of Attorney of General Augustus Leon Collins. * (e) 1 Power of Attorney and resolution. * (f) 1 Power of Attorney and resolution. * (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.