SOUTHERN CO
For the period ended Dec 31, 2023. Filed Feb 15, 2024.
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FY2023 · Filed Feb 15, 2024
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The Southern Company and Subsidiary Companies:
To the stockholders and the Board of Directors of The Southern Company and Subsidiary Companies
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of The Southern Company and Subsidiary Companies (Southern Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2023, the related notes, and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). We also have audited Southern Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Southern Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, Southern Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013)issued by COSO.
Basis for Opinions
Southern Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on Southern Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to Southern Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the Audit Committee of Southern Company's Board of Directors and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective,
II-73 or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impact of Rate Regulation on the Financial Statements – Refer to Note 1 (Summary of Significant Accounting Policies – Regulatory Assets and Liabilities) and Note 2 (Regulatory Matters) to the financial statements
Southern Company's traditional electric operating companies and natural gas distribution utilities (the "regulated utility subsidiaries") are subject to rate regulation by their respective state Public Service Commissions or other applicable state regulatory agencies and wholesale regulation by the Federal Energy Regulatory Commission (collectively, the "Commissions"). Management has determined that the regulated utility subsidiaries meet the requirements under accounting principles generally accepted in the United States of America to utilize specialized rules to account for the effects of rate regulation in the preparation of its financial statements. Accounting for the economics of rate regulation may impact multiple financial statement line items and disclosures.
The Commissions set the rates the regulated utility subsidiaries are permitted to charge customers. Rates are determined and approved in regulatory proceedings based on an analysis of the applicable regulated utility subsidiary's costs to provide utility service and a return on, and recovery of, its investment in the utility business. Current and future regulatory decisions can have an impact on the recovery of costs, the rate of return earned on investments, and the timing and amount of assets to be recovered through rates. The Commissions' regulation of rates is premised on the full recovery of prudently incurred costs and a reasonable rate of return on invested capital. While Southern Company's regulated utility subsidiaries expect to recover costs from customers through regulated rates, there is a risk that the Commissions will not approve: (1) full recovery of the costs of providing utility service, or (2) full recovery of all amounts invested in the utility business and a reasonable return on those investments.
We identified the impact of rate regulation related to certain assets and liabilities as a critical audit matter due to the significant judgments made by management to support its assertions about impacted account balances and disclosures and/or the high degree of subjectivity involved in assessing the potential impact of future regulatory orders on incurred costs. Management judgments include assessing the likelihood of (1) recovery in future rates of incurred costs, (2) a disallowance of part of the cost of recently completed plant or plant under construction, and/or (3) a refund to customers. Auditing these judgments, which include assumptions about the outcome of future decisions by the Commissions, required specialized knowledge of accounting for rate regulations and the rate setting process due to its inherent complexities.
We tested the effectiveness of management's controls over the evaluation of the likelihood of (1) the recovery in future rates of certain incurred costs and (2) refunds or future reductions in rates that should be reported as regulatory liabilities; and the monitoring and evaluation of regulatory developments that may affect the likelihood of recovering certain costs in future rates or of a future reduction in rates. We also tested the effectiveness of management's controls over the initial recognition of regulatory assets or liabilities.
We read and evaluated relevant regulatory orders and/or other relevant publicly available information to assess the likelihood of recovery of certain incurred costs in future rates or of a future reduction in rates based on precedents of the treatment of similar costs under similar circumstances.
We obtained representation from management regarding the likelihood of recoverability of incurred costs and potential refund or future reduction in rates to assess management's assertions about the likelihood of recovery, refund, or a future reduction in rates.
We evaluated Southern Company's disclosures related to the impacts of rate regulation, including the balances recorded and regulatory developments, including where there is a high degree of subjectivity involved in assessing the potential impact of future regulatory orders on incurred costs.
We have served as Southern Company's auditor since 2002.
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| 2023 | 2022 | 2021 | |
|---|---|---|---|
| (in millions) | |||
| Operating Revenues: | |||
| Retail electric revenues | $16,343 | $18,197 | $14,852 |
| Wholesale electric revenues | 2,467 | 3,641 | 2,455 |
| Other electric revenues | 792 | 747 | 718 |
| Natural gas revenues | 4,702 | 5,962 | 4,380 |
| Other revenues | 949 | 732 | 708 |
| Total operating revenues | 25,253 | 29,279 | 23,113 |
| Operating Expenses: | |||
| Fuel | 4,365 | 6,835 | 4,010 |
| Purchased power | 883 | 1,593 | 978 |
| Cost of natural gas | 1,644 | 3,004 | 1,619 |
| Cost of other sales | 560 | 396 | 357 |
| Other operations and maintenance | 6,093 | 6,573 | 5,902 |
| Depreciation and amortization | 4,525 | 3,663 | 3,565 |
| Taxes other than income taxes | 1,425 | 1,411 | 1,290 |
| Estimated loss on Plant Vogtle Units 3 and 4 | (68) | 183 | 1,692 |
| Impairment charges | — | 251 | 2 |
| Total operating expenses | 19,427 | 23,909 | 19,415 |
| Operating Income | 5,826 | 5,370 | 3,698 |
| Other Income and (Expense): | |||
| Allowance for equity funds used during construction | 268 | 224 | 190 |
| Earnings from equity method investments | 144 | 151 | 76 |
| Interest expense, net of amounts capitalized | (2,446) | (2,022) | (1,837) |
| Other income (expense), net | 553 | 500 | 449 |
| Total other income and (expense) | (1,481) | (1,147) | (1,122) |
| Earnings Before Income Taxes | 4,345 | 4,223 | 2,576 |
| Income taxes | 496 | 795 | 267 |
| Consolidated Net Income | 3,849 | 3,428 | 2,309 |
| Dividends on preferred stock of subsidiaries | — | 11 | 15 |
| Net loss attributable to noncontrolling interests | (127) | (107) | (99) |
| Consolidated Net Income Attributable to Southern Company | $3,976 | $3,524 | $2,393 |
| Common Stock Data: | |||
| Earnings per share — | |||
| Basic | $3.64 | $3.28 | $2.26 |
| Diluted | 3.62 | 3.26 | 2.24 |
| Average number of shares of common stock outstanding — (in millions) | |||
| Basic | 1,092 | 1,075 | 1,061 |
| Diluted | 1,098 | 1,081 | 1,068 |
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| 2023 | 2022 | 2021 | |
|---|---|---|---|
| (in millions) | |||
| Consolidated Net Income | $3,849 | $3,428 | $2,309 |
| Other comprehensive income (loss): | |||
| Qualifying hedges: | |||
| Changes in fair value, net of tax of $(17), $(19), and $(16), respectively | (41) | (60) | (49) |
| Reclassification adjustment for amounts included in net income, net of tax of $27, $23, and $31, respectively | 69 | 73 | 96 |
| Pension and other postretirement benefit plans: | |||
| Benefit plan net gain (loss), net of tax of $(14), $18, and $37, respectively | (39) | 48 | 98 |
| Reclassification adjustment for amounts included in net income, net of tax of $—, $3, and $5, respectively | 1 | 10 | 13 |
| Total other comprehensive income (loss) | (10) | 71 | 158 |
| Dividends on preferred stock of subsidiaries | — | 11 | 15 |
| Comprehensive loss attributable to noncontrolling interests | (127) | (107) | (99) |
| Consolidated Comprehensive Income Attributable to Southern Company | $3,966 | $3,595 | $2,551 |
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| 2023 | 2022 | 2021 | |
|---|---|---|---|
| (in millions) | |||
| Operating Activities: | |||
| Consolidated net income | $3,849 | $3,428 | $2,309 |
| Adjustments to reconcile consolidated net income to net cash provided from operating activities — | |||
| Depreciation and amortization, total | 4,986 | 4,064 | 3,973 |
| Deferred income taxes | 63 | 670 | (49) |
| Utilization of federal investment tax credits | 353 | 88 | 288 |
| Allowance for equity funds used during construction | (268) | (224) | (190) |
| Pension, postretirement, and other employee benefits | (527) | (436) | (305) |
| Settlement of asset retirement obligations | (617) | (455) | (456) |
| Storm damage and reliability reserve accruals | 124 | 430 | 288 |
| Stock based compensation expense | 137 | 127 | 144 |
| Estimated loss on Plant Vogtle Units 3 and 4 | (68) | 183 | 1,692 |
| Impairment charges | — | 251 | 91 |
| Retail fuel cost under recovery – long-term | (206) | (2,166) | (536) |
| Natural gas cost under recovery – long-term | — | 207 | (207) |
| Other, net | (138) | (25) | (89) |
| Changes in certain current assets and liabilities — | |||
| -Receivables | 482 | (771) | (77) |
| -Retail fuel cost under recovery | 686 | (100) | (4) |
| -Fossil fuel for generation | (368) | (125) | 99 |
| -Materials and supplies | (345) | (160) | (130) |
| -Natural gas cost under recovery | 108 | 158 | (266) |
| -Other current assets | (106) | (186) | (270) |
| -Accounts payable | (863) | 1,021 | (8) |
| -Customer refunds | (157) | 119 | 130 |
| -Natural gas cost over recovery | 214 | — | — |
| -Other current liabilities | 214 | 204 | (258) |
| Net cash provided from operating activities | 7,553 | 6,302 | 6,169 |
| Investing Activities: | |||
| Property additions | (9,095) | (7,923) | (7,586) |
| Nuclear decommissioning trust fund purchases | (1,142) | (1,125) | (1,598) |
| Nuclear decommissioning trust fund sales | 1,121 | 1,112 | 1,593 |
| Proceeds from dispositions | 164 | 275 | 917 |
| Cost of removal, net of salvage | (592) | (649) | (442) |
| Change in construction payables, net | 18 | 203 | (124) |
| Payments pursuant to LTSAs | (99) | (190) | (188) |
| Other investing activities | (43) | (133) | 75 |
| Net cash used for investing activities | (9,668) | (8,430) | (7,353) |
| Financing Activities: | |||
| Increase (decrease) in notes payable, net | 973 | (337) | 530 |
| Proceeds — | |||
| Long-term debt | 8,972 | 5,132 | 8,262 |
| Short-term borrowings | 350 | 2,650 | 325 |
| Common stock | 36 | 1,808 | 73 |
| Redemptions and repurchases — | |||
| Long-term debt | (4,294) | (2,158) | (4,327) |
| Short-term borrowings | (1,630) | (1,150) | (25) |
| Preferred stock | — | (298) | — |
| Capital contributions from noncontrolling interests | 21 | 73 | 501 |
| Distributions to noncontrolling interests | (234) | (259) | (351) |
| Payment of common stock dividends | (3,035) | (2,907) | (2,777) |
| Other financing activities | (160) | (218) | (266) |
| Net cash provided from financing activities | 999 | 2,336 | 1,945 |
| Net Change in Cash, Cash Equivalents, and Restricted Cash | (1,116) | 208 | 761 |
| Cash, Cash Equivalents, and Restricted Cash at Beginning of Year | 2,037 | 1,829 | 1,068 |
| Cash, Cash Equivalents, and Restricted Cash at End of Year | $921 | $2,037 | $1,829 |
| Supplemental Cash Flow Information: | |||
| Cash paid during the period for — | |||
| Interest (net of $132, $103, and $92 capitalized, respectively) | $2,184 | $1,758 | $1,718 |
| Income taxes, net | 132 | 146 | 93 |
| Noncash transactions — | |||
| Accrued property additions at year-end | 1,027 | 1,024 | 866 |
| LTSA credits utilized from the sale of spare parts | 23 | — | — |
| Contributions from noncontrolling interests | — | 15 | 89 |
| Contributions of wind turbine equipment | — | — | 82 |
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| Assets | 2023 | 2022 |
|---|---|---|
| (in millions) | ||
| Current Assets: | ||
| Cash and cash equivalents | $748 | $1,917 |
| Receivables — | ||
| Customer accounts | 2,030 | 2,128 |
| Unbilled revenues | 786 | 1,012 |
| Under recovered fuel clause revenues | 696 | 10 |
| Other accounts and notes | 519 | 637 |
| Accumulated provision for uncollectible accounts | (68) | (71) |
| Materials and supplies | 1,989 | 1,664 |
| Fossil fuel for generation | 943 | 575 |
| Natural gas for sale | 420 | 438 |
| Prepaid expenses | 406 | 347 |
| Assets from risk management activities, net of collateral | 36 | 115 |
| Regulatory assets – asset retirement obligations | 274 | 332 |
| Natural gas cost under recovery | — | 108 |
| Other regulatory assets | 1,120 | 860 |
| Other current assets | 533 | 344 |
| Total current assets | 10,432 | 10,416 |
| Property, Plant, and Equipment: | ||
| In service | 128,428 | 117,529 |
| Less: Accumulated depreciation | 37,725 | 35,297 |
| Plant in service, net of depreciation | 90,703 | 82,232 |
| Other utility plant, net | 499 | 599 |
| Nuclear fuel, at amortized cost | 858 | 843 |
| Construction work in progress | 7,784 | 10,896 |
| Total property, plant, and equipment | 99,844 | 94,570 |
| Other Property and Investments: | ||
| Goodwill | 5,161 | 5,161 |
| Nuclear decommissioning trusts, at fair value | 2,424 | 2,145 |
| Equity investments in unconsolidated subsidiaries | 1,368 | 1,443 |
| Other intangible assets, net of amortization of $376 and $340, respectively | 368 | 406 |
| Miscellaneous property and investments | 665 | 602 |
| Total other property and investments | 9,986 | 9,757 |
| Deferred Charges and Other Assets: | ||
| Operating lease right-of-use assets, net of amortization | 1,432 | 1,531 |
| Deferred charges related to income taxes | 886 | 866 |
| Prepaid pension costs | 2,079 | 2,290 |
| Unamortized loss on reacquired debt | 220 | 238 |
| Deferred under recovered retail fuel clause revenues | 1,261 | 2,056 |
| Regulatory assets – asset retirement obligations, deferred | 5,459 | 5,764 |
| Other regulatory assets, deferred | 6,264 | 5,918 |
| Other deferred charges and assets | 1,468 | 1,485 |
| Total deferred charges and other assets | 19,069 | 20,148 |
| Total Assets | $139,331 | $134,891 |
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| Liabilities and Stockholders' Equity | 2023 | 2022 |
|---|---|---|
| (in millions) | ||
| Current Liabilities: | ||
| Securities due within one year | $2,476 | $4,285 |
| Notes payable | 2,314 | 2,609 |
| Accounts payable | 2,898 | 3,525 |
| Customer deposits | 503 | 502 |
| Accrued taxes — | ||
| Accrued income taxes | 8 | 60 |
| Other accrued taxes | 860 | 764 |
| Accrued interest | 652 | 614 |
| Accrued compensation | 1,151 | 1,127 |
| Asset retirement obligations | 744 | 694 |
| Liabilities from risk management activities, net of collateral | 294 | 178 |
| Operating lease obligations | 183 | 197 |
| Natural gas cost over recovery | 214 | — |
| Other regulatory liabilities | 141 | 382 |
| Other current liabilities | 1,029 | 787 |
| Total current liabilities | 13,467 | 15,724 |
| Long-Term Debt | 57,210 | 50,656 |
| Deferred Credits and Other Liabilities: | ||
| Accumulated deferred income taxes | 10,990 | 10,036 |
| Deferred credits related to income taxes | 4,674 | 5,235 |
| Accumulated deferred ITCs | 2,067 | 2,133 |
| Employee benefit obligations | 1,115 | 1,238 |
| Operating lease obligations, deferred | 1,307 | 1,388 |
| Asset retirement obligations, deferred | 9,573 | 10,146 |
| Other cost of removal obligations | 1,957 | 1,903 |
| Other regulatory liabilities, deferred | 715 | 733 |
| Other deferred credits and liabilities | 1,031 | 1,167 |
| Total deferred credits and other liabilities | 33,429 | 33,979 |
| Total Liabilities | 104,106 | 100,359 |
| Common Stockholders' Equity: | ||
| Common stock, par value $5 per share (Authorized - 1.5 billion shares) | 5,423 | 5,417 |
| (Issued - 1.1 billion shares; Treasury - 1.0 million shares) | ||
| Paid-in capital | 13,775 | 13,673 |
| Treasury, at cost | (59) | (53) |
| Retained earnings | 12,482 | 11,538 |
| Accumulated other comprehensive loss | (177) | (167) |
| Total common stockholders' equity | 31,444 | 30,408 |
| Noncontrolling interests | 3,781 | 4,124 |
| Total Stockholders' Equity (See accompanying statements) | 35,225 | 34,532 |
| Total Liabilities and Stockholders' Equity | $139,331 | $134,891 |
| Commitments and Contingent Matters (See notes) | ||
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