SOSouthern Company
- Employees
- 29,800
- Headquarters
- Atlanta, GA
- CEO
- Christopher C. Womack
- Next results
- around Feb 18, 2027
3 paragraphs in Risk Factors of the 10-K filed Feb 19, 2026 with nothing like them in the 10-K filed Feb 20, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 30 Utilities companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
The OBBB was signed into law on July 4, 2025. The OBBB, among other things, materially changed the requirements for most of the federal renewable energy incentives. The Registrants are still assessing the impacts of the OBBB on tax incentives for renewable energy projects. Any loss of, reduction in, or impacts on tax incentives, including transferability of tax credits, due to the OBBB could have a material adverse effect on the Registrants. See MANAGEMENT'S DISCUSSION AND ANALYSIS –
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SCS, on behalf of the traditional electric operating companies and Southern Power, purchases fuel for the Southern Company system's generation fleet from a diverse set of suppliers. Southern Company Gas' primary business is the distribution of natural
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such delay or failure in recovering costs by the Subsidiary Registrants could have a material adverse effect on the Registrants, including lower credit ratings and, thus, higher costs for future debt issuances, as well as limitations on their ability to fund capital expenditures and support economic development opportunities.
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New in the latest 10-Q
60 paragraphs in the 10-Q filed Nov 5, 2026 with nothing like them in the 10-Q filed Jul 30, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
10-Q
Term Meaning 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, SEGCO, Southern Nuclear, SCS, Southern Linc, PowerSecure, and other subsidiaries Southern Holdings Southern Company Holdings, Inc., a wholly-owned subsidiary of Southern Company Southern Linc Southern Communications Services, Inc., a wholly-owned subsidiary of Southern Company,
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Financial statements and notes
Adjustments to reconcile net income to net cash provided from operating activities —
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On August 4, 2026, the Alabama PSC approved Alabama Power's Clearview Ranch Project under the Renewable Generation Certificate (RGC) program. The Clearview Ranch Project consists of an Alabama Power-owned 200 -MW solar generating facility paired with a 200 -MW battery energy storage system with a two -hour duration. The facility's projected COD is the second quarter 2029. Through September 30, 2026, Alabama Power has procured solar capacity totaling approximately 870 MWs under the RGC.
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On November 4, 2026, in conjunction with a Rate CNP New Plant filing, Alabama Power requested authorization from the Alabama PSC to defer until 2029 the recovery of the costs associated with the Lindsay Hill Generating Station to reconcile the timing of that recovery with the apparent intent of the Power to the People Act. In this filing,
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In addition to comprehensive pricing, early termination fees, and security features such as guarantees or surety bonds, Alabama Power has included in certain electric service contracts an Incremental Revenue Component (IRC) designed to further help mitigate Potential Cost Exposure (PCE) associated with expected incremental investments. On October 16, 2026, Alabama Power filed a petition with the Alabama PSC seeking authorization to establish a regulatory liability effective October 1, 2026 for future PCE to align with the IRC.
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Alabama Power proposed in this petition that when the IRC amounts are billed, Alabama Power would identify a corresponding amount of PCE and record that amount as a regulatory liability, with a corresponding charge to amortization. This would allow Alabama Power to establish a regulatory liability to mitigate PCE when and if it materializes while the related IRC amounts are billed. Once risk mitigation thresholds are achieved, Alabama Power would begin systematically reducing the regulatory liability with a corresponding credit to amortization.
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On August 26, 2026, as a result of additional large load contracts, Georgia Power filed a joint statement with the Georgia PSC Staff in which Georgia Power agreed to increase the amount of downward pressure on rates for non-large load customers to be included in its next base rate case to at least $ 949 million per year, on a levelized basis, for the years 2029, 2030, and 2031. Georgia Power also agreed that it will not seek recovery from non-large load customers for any revenue deficiency associated with serving large load data center customers in the event of an early contract termination. The Georgia PSC will continue to have discretion to allow recovery of any such revenue deficiency, including the allocation to other large load data center customers.
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On October 6, 2026, the Georgia PSC approved Georgia Power's request to uprate Plant Hatch Units 1 and 2 ( 900 MWs based on 50.1 % ownership) by a projected 49 MWs of incremental capacity. Additionally, the Georgia PSC approved a tariff for new large load customers to purchase zero-emission credits produced by the projected 47 MWs of uprates from Plant Vogtle Units 1 and 2 ( 1,060 MWs based on 45.7 % ownership), previously approved in the 2025 IRP, and the projected 49 MWs of uprates from Plant Hatch Units 1 and 2. Under the tariff, the customer will pay an up-front program enrollment contribution for the right to participate in the program and additional payments throughout the term of the program to purchase zero-emission credits as they become available, both of which will reduce cost impacts of the uprates to non-subscribing customers. All of the expected zero-emission credits from the uprates under the tariff have been fully subscribed and contracted for a 25 -year term beginning with the COD of the first unit uprate. CODs for the incremental capacity at the nuclear facilities are projected to occur between the first quarter 2028 and the second quarter 2031.
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In the third quarter 2026, the Georgia PSC commenced a proceeding to review the methodology for assigning a portion of the revenue charged to the variable demand-driven pricing customers to fuel cost recovery revenues. A decision by the Georgia PSC is expected on December 15, 2026. The ultimate impact of this matter cannot be determined at this time.
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(a) Subsequent to September 30, 2026, Georgia Power completed the construction of the 58 -MW Hammond Phase 1 battery energy storage facility.
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(c) Reflects an updated projected COD. Georgia Power projects that the total combined capital costs for Plant Yates Units 8 through 10, excluding AFUDC, will remain within the amount certified by the Georgia PSC.
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On September 8, 2026, Nicor Gas, the staff of the Illinois Commission, and certain other parties entered into a stipulation to resolve Nicor Gas' general base rate case filed on January 9, 2026. On October 15, 2026, the Illinois Commission entered an order approving the stipulation, which provides for an annual base rate revenue increase of approximately $ 82 million, an ROE of 9.48 %, and an equity ratio of 50 %, effective November 16, 2026. Under the stipulation, Nicor Gas has agreed that once the order approving the stipulation becomes final, including the resolution of any rehearing requests, it will file a motion to dismiss its pending appeal of the Illinois Commission's November 19, 2025 base rate case decision. The order remains subject to rehearing requests and related procedural actions. The ultimate outcome of this matter cannot be determined at this time.
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On August 4, 2026, Virginia Natural Gas filed a base rate case with the Virginia Commission seeking an increase in annual base revenues of $ 67 million, including $ 18 million related to the recovery of investments under the SAVE program. The requested increase is based on a projected 12-month period beginning January 1, 2027, an ROE of 10.45 %, and an equity ratio of 54.86 %. Rate adjustments will be effective January 1, 2027, subject to refund. The Virginia Commission is expected to issue an order on the requested increase in the third quarter 2027. The ultimate outcome of this matter cannot be determined at this time.
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In July 2025, a purported class action complaint was filed in the U.S. District Court for the District of Maryland against two nuclear consulting companies and all U.S. commercial nuclear power operators, or affiliated entities,
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In August 2026, Southern Company issued approximately $ 834 million aggregate principal amount of its Series 2026A 2.125 % Convertible Senior Notes due December 15, 2027 (Series 2026A Convertible Senior Notes) and approximately $ 1.898 billion aggregate principal amount of its Series 2026B 3.50 % Convertible Senior Notes due September 15, 2029 (Series 2026B Convertible Senior Notes and, together with the Series 2026A Convertible Senior Notes, the 2026 Convertible Senior Notes). Southern Company used a portion of the proceeds from the 2026 Convertible Senior Notes to repurchase approximately $ 368.7 million of the approximately $ 829.9 million aggregate principal amount outstanding of its Series 2024A 4.50 % Convertible Senior Notes due June 15, 2027. Southern Company evaluated these repurchases and determined that the repurchased notes were accounted for as extinguishment of debt. As a result of these transactions, Southern Company recognized a $ 33 million loss on extinguishment of debt in the third quarter 2026 within interest expense in the consolidated statements of income.
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Interest on the 2026 Convertible Senior Notes is payable semiannually. The Series 2026A Convertible Senior Notes and the Series 2026B Convertible Senior Notes will mature on December 15, 2027 and September 15, 2029, respectively, unless earlier converted or repurchased, but are not redeemable at the option of Southern Company. The 2026 Convertible Senior Notes are direct, unsecured, and unsubordinated obligations of Southern Company, ranking equally with all of Southern Company's other unsecured and unsubordinated indebtedness from time to time outstanding, and are effectively subordinated to all secured indebtedness of Southern Company.
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Holders may convert their Series 2026A Convertible Senior Notes and Series 2026B Convertible Senior Notes at their option prior to the close of business on the business day preceding September 15, 2027 and June 15, 2029, respectively, but only under the following circumstances:
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• during any calendar quarter (and only during such calendar quarter), if the last reported sale price of Southern Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the applicable conversion price on each applicable trading day as determined by Southern Company;
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• during the five business day period after any 10 consecutive trading day period (Measurement Period) in which the trading price per $1,000 principal amount of the applicable series of the 2026 Convertible Senior Notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price of the common stock and the applicable conversion rate on each such trading day; or
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On or after September 15, 2027 and June 15, 2029, for the Series 2026A Convertible Senior Notes and the Series 2026B Convertible Senior Notes, respectively, a holder may convert all or any portion of its 2026 Convertible Senior Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the applicable maturity date.
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Southern Company will settle conversions by paying cash up to the aggregate principal amount of the 2026 Convertible Senior Notes to be converted and paying or delivering, as the case may be, cash, shares of common stock, or a combination of cash and shares of common stock, at Southern Company's election, in respect of the remainder, if any, of Southern Company's conversion obligation in excess of such aggregate principal amount being converted. The Series 2026A Convertible Senior Notes are initially convertible at a rate of 9.5641 shares of common stock per $1,000 principal amount converted, which is approximately equal to $ 104.56 per share. The Series 2026B Convertible Senior Notes are initially convertible at a rate of 8.4389 shares of common stock per $1,000 principal amount converted, which is approximately equal to $ 118.50 per share. The conversion rates are subject to adjustment upon certain specified events but will not be adjusted for accrued and unpaid interest. In addition, upon a make-whole fundamental change, Southern Company will, in certain circumstances, increase the applicable conversion rate for conversions in connection with the make-whole fundamental change. Upon a fundamental change, other than an excluded fundamental change, holders may require Southern Company to purchase all or a portion of their 2026 Convertible Senior Notes for cash at 100 % of the principal amount plus any accrued and unpaid interest.
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At September 30, 2026, no shares remained subject to future settlement under the forward sale contracts.
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Southern Company's and Southern Company Gas' unrecognized tax position balances at September 30, 2026 were $ 87 million and $ 25 million, respectively. Alabama Power and Georgia Power had no unrecognized tax position balances at September 30, 2026. At December 31, 2025, Southern Company's, Alabama Power's, Georgia Power's, and Southern Company Gas' unrecognized tax position balances were $ 170 million, $ 50 million, $ 72 million, and $ 44 million, respectively. The decreases from prior periods for Alabama Power and Georgia Power resulted from the reversal of unrecognized tax positions associated with their 2025 zero-emission nuclear power PTCs. The PTC-related reversals did not impact Alabama Power's and Georgia Power's effective tax rates. The decrease from prior periods for Southern Company Gas was primarily related to certain state tax filing positions. These decreases were partially offset by approximately $ 59 million of unrecognized tax benefits recorded by Southern Company during the third quarter 2026 related to the extinguishments of debt. See Note (F) under "Convertible Senior Notes" and Note 8 to the financial statements under "Convertible Senior Notes" in Item 8 of the Form 10-K for additional information regarding the extinguishment of debt.
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At September 30, 2026, the following interest rate derivatives were outstanding:
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At September 30, 2026, the following foreign currency derivatives were outstanding:
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Gain (Loss) From Derivatives Three Months Ended September 30, Nine Months Ended September 30,
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On November 4, 2026, in conjunction with a Rate CNP New Plant filing, Alabama Power requested authorization from the Alabama PSC to defer until 2029 the recovery of the costs associated with the Lindsay Hill Generating Station to reconcile the timing of that recovery with the apparent intent of the Power to the People Act. In this filing, Alabama Power proposed providing bill credits to retail customers during 2028 to offset any rate impact of the previously approved cost recovery associated with the Lindsay Hill Generating Station through Rate CNP New Plant beginning January 2028. Alabama Power also proposed establishing a regulatory asset for the associated costs in 2028 to be recovered over a five-year period starting in 2029 in order to effectuate the previously approved cost recovery. The ultimate outcome of this matter cannot be determined at this time. See Note (B) to the Condensed Financial Statements under "Alabama Power - Power to the People Act" herein and Note 15 to the financial statements under "Alabama Power" in Item 8 of the Form 10-K for additional information.
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In addition to comprehensive pricing, early termination fees, and security features such as guarantees or surety bonds, Alabama Power has included in certain electric service contracts an Incremental Revenue Component (IRC) designed to further help mitigate Potential Cost Exposure (PCE) associated with expected incremental investments.
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On October 16, 2026, Alabama Power filed a petition with the Alabama PSC seeking authorization to establish a regulatory liability effective October 1, 2026 for future PCE to align with the IRC.
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Alabama Power proposed in this petition that when the IRC amounts are billed, Alabama Power would identify a corresponding amount of PCE and record that amount as a regulatory liability, with a corresponding charge to amortization. This would allow Alabama Power to establish a regulatory liability to mitigate PCE when and if it materializes while the related IRC amounts are billed. Once risk mitigation thresholds are achieved, Alabama Power would begin systematically reducing the regulatory liability with a corresponding credit to amortization.
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On August 26, 2026, as a result of additional large load contracts, Georgia Power filed a joint statement with the Georgia PSC Staff in which Georgia Power agreed to increase the amount of downward pressure on rates for non-large load customers to be included in its next base rate case to at least $949 million per year, on a levelized basis, for the years 2029, 2030, and 2031.
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On September 8, 2026, Nicor Gas, the staff of the Illinois Commission, and certain other parties entered into a stipulation to resolve Nicor Gas' general base rate case filed on January 9, 2026. On October 15, 2026, the Illinois Commission entered an order approving the stipulation, which provides for an annual base rate revenue increase of approximately $82 million, an ROE of 9.48%, and an equity ratio of 50%, effective November 16, 2026. Under the stipulation, Nicor Gas has agreed that once the order approving the stipulation becomes final, including the resolution of any rehearing requests, it will file a motion to dismiss its pending appeal of the Illinois Commission's November 19, 2025 base rate case decision. The order remains subject to rehearing requests and related procedural actions. The ultimate outcome of this matter cannot be determined at this time.
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On August 4, 2026, Virginia Natural Gas filed a base rate case with the Virginia Commission seeking an increase in annual base revenues of $67 million, including $18 million related to the recovery of investments under the SAVE program. The requested increase is based on a projected 12-month period beginning January 1, 2027, an ROE of 10.45%, and an equity ratio of 54.86%. Rate adjustments will be effective January 1, 2027, subject to refund. The Virginia Commission is expected to issue an order on the requested increase in the third quarter 2027. The ultimate outcome of this matter cannot be determined at this time.
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at the traditional electric operating companies, partially offset by a decrease of $28 million in renewable energy program revenues primarily associated with solar application fees at Georgia Power.
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and $9 million in certain technology infrastructure and application production costs, partially offset by a decrease of $22 million in legal expenses.
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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; demand growth from data centers and other large load customers and associated load and operating requirements; customer energy conservation practices; the use of alternative energy
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On September 17, 2026, the EPA published the Partial Repeal of the Carbon Pollution Standards for Fossil Fuel-Fired Electric Generating Units (2024 GHG Rule Partial Repeal), which repeals all standards for existing units and removes the carbon capture and sequestration requirement for new combustion turbines and combined cycles as required by the 2024 GHG Rules. Petitions for review challenging the 2024 GHG Rule Partial Repeal have been filed in the U.S. Court of Appeals for the D.C. Circuit.
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Also on September 17, 2026, the EPA published a supplemental proposed rule for the full repeal of all GHG standards for new and existing power plants under Section 111 of the Clean Air Act.
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On July 31, 2026, the FERC issued an order approving SNG's proposed $3.3 billion South System Expansion 4 pipeline project, designed to meet customer demand by increasing SNG's existing pipeline capacity by approximately 1.3 billion cubic feet per day, of which Southern Company and certain of its affiliates will be customers. Subject to the satisfaction or waiver of various conditions, including the receipt of all remaining required permits and approvals, the operator of the joint venture anticipates that the first and second phases of the project will be placed in service in the fourth quarter 2028 and fourth quarter 2029, respectively. Southern Company Gas' share of the total project costs would be 50%.
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SNG has committed to developing an approximately $7.6 billion proposed Southeast Connector pipeline project, designed to meet customer demand through the construction of approximately 2.6 billion cubic feet per day of primarily new pipeline capacity, of which Southern Company and certain of its affiliates will be customers. Subject to the satisfaction or waiver of various conditions, including the receipt of all required permits and approvals by regulators, including the FERC, the first phase of the project is expected to be completed in 2030. Southern Company Gas' share of the total projected expenditures would be $0.2 billion in the fourth quarter 2026, $0.4 billion in 2027, $0.6 billion in 2028, $1.2 billion in 2029, and $0.8 billion in 2030. The ultimate scope of the project will depend on customer commitments.
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Southern Company will continue to assess the impact of the guidance and any further administrative guidance or regulatory developments.
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In October 2026, Alabama Power's Board of Directors approved updates to its construction program to reflect new estimated amounts of $2.5 billion for 2027, $2.6 billion for 2028, $2.3 billion for 2029, $2.4 billion for 2030, and $2.8 billion for 2031. These amounts include capital expenditures related to nuclear fuel and LTSAs. These amounts also include estimated capital expenditures to comply with environmental laws and regulations, but do not include any potential compliance costs associated with any future regulation of CO2 emissions from fossil fuel-fired electric generating units.
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In August 2026, Southern Company issued approximately $833.8 million aggregate principal amount of Series 2026A 2.125% Convertible Senior Notes due December 15, 2027 and approximately $1.898 billion aggregate principal amount of Series 2026B 3.50% Convertible Senior Notes due September 15, 20297 in private offerings. Southern Company used a portion of the proceeds from these issuances to repurchase approximately $368.7 million of the remaining approximately $829.9 million aggregate principal amount outstanding of its Series 2024A 4.50% Convertible Senior Notes due June 15, 2027. See Note (F) to the financial statements under "Convertible Senior Notes" herein for additional information.
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In August 2026, Georgia Power purchased and held $40 million aggregate principal amount of Development Authority of Monroe County (Georgia) Pollution Control Revenue Bonds (Georgia Power Company Plant Scherer Project), First Series 2009. In September 2026, Georgia Power reoffered these bonds to the public.
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Also in July 2026, Mississippi Power entered into a $150 million floating rate bank term loan, which matures in January 2028.
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Other information
On October 30, 2026, Southern Company announced the following management changes, effective January 1, 2027:
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• Kimberly S. Greene, currently Chairman, President, and Chief Executive Officer of Georgia Power, will serve as Executive Vice President and President, Southern Company Operations of Southern Company; and
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• Stanley W. Connally, Jr., currently Executive Vice President and Chief Operating Officer of Southern Company, will serve as Chairman, President, and Chief Executive Officer of Georgia Power.
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Biographical information for Ms. Greene and Mr. Connally is included in Southern Company's Annual Report on Form 10-K for the year ended December 31, 2025. Except as disclosed in Southern Company's Definitive Proxy Statement for its 2026 Annual Meeting of Stockholders, filed on April 3, 2026, there are no related-party transactions that would be required to be disclosed under Item 404(a) of Regulation S-K with respect to Ms. Greene or Mr. Connally.
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Compensation decisions for Ms. Greene and Mr. Connally in their new roles have not yet been made; any material changes to their compensation will be reported in a current or periodic report within four business days after the information is determined or becomes available.
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(1) Includes shares underlying equity awards subject to performance conditions and accrual of dividend-equivalent rights. Accordingly, the total number of shares ultimately available for sale could be more or less than the amount shown. The amount shown is based on the target number of shares subject to equity awards and the dividend-equivalent rights accrued as of the date of adoption.
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Item 6
(f)1 Southern Company Gas Capital Corporation's Series 2026A 5.00% Senior Notes due October 1, 2029, Form of Note. (Designated in Form 8-K dated September 9, 2026, File No. 1-14174 as Exhibit 4.1.)
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(f)2 Southern Company Gas' Guarantee related to the Series 2026A 5.00% Senior Notes due October 1, 2029. Form of Guarantee. (Designated in Form 8-K dated September 9, 2026, File No. 1-14174 as Exhibit 4.3.)
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(f)3 Supplemental Indenture dated as of September 17, 2026 of Northern Illinois Gas Company to U.S. Bank Trust Company, National Association, under the Indenture dated as of January 1, 1954.
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(a) Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2025, File No. 1-3526 as Exhibit 24(a)1.)
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(b) Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2025, File No. 1-3164 as Exhibit 24(b)1.)
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(c) Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2025, File No. 1-6468 as Exhibit 24(c)1.)
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(d) Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2025, File No. 001-11229 as Exhibit 24(d)1.)
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(e) Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2025, File No. 001-37803 as Exhibit 24(e)1.)
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(f) Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2025, File No. 1-14174 as Exhibit 24(f)1.)
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 5, 2026 against Item 1A of the 10-K filed Feb 19, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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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.
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
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