Acquisitions (Tables)

12 Months Ended

Dec. 31, 2016

Schedule of Business Acquisitions, by Acquisition

The following table presents Southern Power's acquisitions for the year ended December 31, 2015. During the year ended December 31, 2016, the fair values of assets and liabilities acquired for all projects listed below were finalized with no changes to amounts originally reported.



Project Facility	Resource	Seller; Acquisition Date	Approximate Nameplate Capacity (MW)	Location	Southern Power Percentage Ownership			Actual COD	PPA Contract Period
Acquisitions for the Year Ended December 31, 2015
Desert Stateline	Solar	First Solar Inc. August 31, 2015	299^(a)	San Bernardino County, CA	51	%	(b)	From December 2015 to July 2016	20 years
Garland and Garland A	Solar	Recurrent Energy, LLC December 17, 2015	205	Kern County, CA	51	%	(b)	October and August 2016	15 years and 20 years
Kay Wind	Wind	Apex Clean Energy Holdings, LLC December 11, 2015	299	Kay County, OK	100	%		December 2015	20 years
Lost Hills Blackwell	Solar	First Solar Inc. April 15, 2015	33	Kern County, CA	51	%	(b)	April 2015	29 years
Morelos	Solar	Solar Frontier Americas Holding, LLC October 22, 2015	15	Kern County, CA	90	%	(c)	November 2015	20 years
North Star	Solar	First Solar Inc. April 30, 2015	61	Fresno County, CA	51	%	(b)	June 2015	20 years
Roserock	Solar	Recurrent Energy, LLC November 23, 2015	160	Pecos County, TX	51	%	(b)	November 2016	20 years
Tranquillity	Solar	Recurrent Energy, LLC August 28, 2015	205	Fresno County, CA	51	%	(b)	July 2016	18 years


(a)	The facility has a total of 299 MWs, of which 110 MWs were placed in service in the fourth quarter 2015 and the remainder by July 2016.


(b)	Southern Power owns 100% of the class A membership interests and a wholly-owned subsidiary of the seller owns 100% of the class B membership interests. Southern Power and the class B member are entitled to 51% and 49%, respectively, of all cash distributions from the project. In addition, Southern Power is entitled to substantially all of the federal tax benefits with respect to the transaction.


(c)	Southern Power owns 90%, with the minority owner, TRE, owning 10%.

The following table presents Southern Power's acquisitions during and subsequent to the year ended December 31, 2016.



Project Facility	Resource	Seller; Acquisition Date	Approximate Nameplate Capacity (MW)	Location	Southern Power Percentage Ownership			Actual/Expected COD	PPA Contract Period
Acquisitions During the Year Ended December 31, 2016
Boulder 1	Solar	SunPower Corp. November 16, 2016	100	Clark County, NV	51	%	(a)	December 2016	20 years
Calipatria	Solar	Solar Frontier Americas Holding LLC February 11, 2016	20	Imperial County, CA	90	%	(b)	February 2016	20 years
East Pecos	Solar	First Solar, Inc. March 4, 2016	120	Pecos County, TX	100	%		March 2017	15 years
Grant Plains	Wind	Apex Clean Energy Holdings, LLC August 26, 2016	147	Grant County, OK	100	%		December 2016	20 years and 12 years ^(c)
Grant Wind	Wind	Apex Clean Energy Holdings, LLC April 7, 2016	151	Grant County, OK	100	%		April 2016	20 years
Henrietta	Solar	SunPower Corp. July 1, 2016	102	Kings County, CA	51	%	(a)	July 2016	20 years
Lamesa	Solar	RES America Developments Inc. July 1, 2016	102	Dawson County, TX	100	%		Second quarter 2017	15 years
Mankato^(d)	Natural Gas	Calpine Corporation October 26, 2016	375	Mankato, MN	100	%		N/A ^(e)	10 years
Passadumkeag	Wind	Quantum Utility Generation, LLC June 30, 2016	42	Penobscot County, ME	100	%		July 2016	15 years
Rutherford	Solar	Cypress Creek Renewables, LLC July 1, 2016	74	Rutherford County, NC	90	%	(b)	December 2016	15 years
Salt Fork	Wind	EDF Renewable Energy, Inc. December 1, 2016	174	Donley and Gray Counties, TX	100	%		December 2016	14 years and 12 years
Tyler Bluff	Wind	EDF Renewable Energy, Inc. December 21, 2016	125	Cooke County, TX	100	%		December 2016	12 years
Wake Wind	Wind	Invenergy Wind Global LLC October 26, 2016	257	Floyd and Crosby Counties, TX	90.1	%	(f)	October 2016	12 years
Acquisitions Subsequent to December 31, 2016
Bethel	Wind	Invenergy Wind Global LLC January 6, 2017	276	Castro County, TX	100	%		January 2017	12 years


(a)	Southern Power owns 100% of the class A membership interests and a wholly-owned subsidiary of the seller owns 100% of the class B membership interests. Southern Power and the class B member are entitled to 51% and 49%, respectively, of all cash distributions from the project. In addition, Southern Power is entitled to substantially all of the federal tax benefits with respect to the transaction.


(b)	Southern Power owns 90%, with the minority owner, Turner Renewable Energy, LLC (TRE), owning 10%.


(c)	In addition to the 20-year and 12-year PPAs, the facility has a 10-year contract with Allianz Risk Transfer (Bermuda) Ltd.


(d)	Under the terms of the remaining 10-year PPA and the 20-year expansion PPA, approximately $408 million of assets, primarily related to property, plant, and equipment, are subject to lien at December 31, 2016.


(e)	The acquisition included a fully operational 375-MW natural gas-fired combined-cycle facility.


(f)	Southern Power owns 90.1%, with the minority owner, Invenergy Wind Global LLC, owning 9.9%.

The allocation of the purchase price is as follows:



PowerSecure Purchase Price	December 31, 2016
	(in millions)
Current assets	$	172
Property, plant, and equipment	46
Intangible assets	101
Goodwill	282
Other assets	4
Current liabilities	(114		)
Long-term debt, including current portion	(48		)
Deferred credits and other liabilities	(14		)
Total purchase price	$	429

The following table presents the purchase price allocation:



Southern Company Gas Purchase Price	December 31, 2016
	(in millions)
Current assets	$	1,557
Property, plant, and equipment	10,108
Goodwill	5,967
Intangible assets	400
Regulatory assets	1,118
Other assets	229
Current liabilities	(2,201		)
Other liabilities	(4,742		)
Long-term debt	(4,261		)
Noncontrolling interests	(174		)
Total purchase price	$	8,001

The fair values of the assets and liabilities acquired through the business combinations were recorded as follows:



	2016
	(in millions)
CWIP	$	2,354
Property, plant, and equipment	302
Intangible assets ^(a)	128
Other assets	52
Accounts payable	(16		)
Debt	(217		)
Total purchase price	$	2,603

Funded by:
Southern Power ^(b)(c)	$	2,345
Noncontrolling interests ^(d)(e)	258
Total purchase price	$	2,603


(a)	Intangible assets consist of acquired PPAs that will be amortized over 10 and 20-year terms. The estimated amortization for future periods is approximately $9 million per year.


(b)	At December 31, 2016, $461 million is included in acquisitions payable on the balance sheets.


(c)	Includes approximately $281 million of contingent consideration, of which $67 million remains payable at December 31, 2016.


(d)	Includes approximately $51 million of non-cash contributions recorded as capital contributions from noncontrolling interests in the statements of stockholders' equity.


(e)	Includes approximately $142 million of contingent consideration

The fair values of the assets and liabilities acquired through the business combinations were recorded as follows:



	2015
	(in millions)
CWIP	$	1,367
Property, plant, and equipment	315
Intangible assets ^(a)	274
Other assets	64
Accounts payable	(89		)
Total purchase price	$	1,931

Funded by:
Southern Power ^(b)	$	1,440
Noncontrolling interests ^{(c) (d)}	491
Total purchase price	$	1,931


(a)	Intangible assets consist of acquired PPAs that will be amortized over 20-year terms. The estimated amortization for future periods is approximately $14 million per year.


(b)	Includes approximately $195 million of contingent consideration, all of which has been paid at December 31, 2016.


(c)	Includes approximately $227 million of non-cash contributions recorded as capital contributions from noncontrolling interests in the statements of stockholders' equity.


(d)	Includes approximately $76 million of contingent consideration, all of which had been paid at December 31, 2016 by the noncontrolling interests.

Business Acquisition, Pro Forma Information [Table Text Block]

The following summarized unaudited pro forma consolidated statement of earnings information assumes that the acquisition of Southern Company Gas was completed on January 1, 2015. The summarized unaudited pro forma consolidated statement of earnings information includes adjustments for (i) intercompany sales, (ii) amortization of intangible assets, (iii) adjustments to interest expense to reflect current interest rates on Southern Company Gas debt and additional interest expense associated with borrowings by Southern Company to fund the Merger, and (iv) the elimination of nonrecurring expenses associated with the Merger.



	2016		2015

Operating revenues (in millions)	$	21,791	$	21,430
Net income attributable to Southern Company (in millions)	$	2,591	$	2,665
Basic EPS	$	2.70	$	2.85
Diluted EPS	$	2.68	$	2.84

Schedule of Construction Projects

During 2016, in accordance with Southern Power's overall growth strategy, Southern Power completed construction of, and placed in service, the projects set forth in the table below. Total costs of construction incurred for these projects were $3.2 billion.



Solar Facility	Seller	Approximate Nameplate Capacity (MW)	Location	Actual COD	PPA Contract Period
Butler	CERSM, LLC and Community Energy, Inc.	103	Taylor County, GA	December 2016	30 years ^(a)
Butler Solar Farm	Strata Solar Development, LLC	22	Taylor County, GA	February 2016	20 years ^(a)
Desert Stateline	First Solar Development, LLC	299^(b)	San Bernardino County, CA	From December 2015 to July 2016	20 years
Garland	Recurrent Energy, LLC	185	Kern County, CA	October 2016	15 years
Garland A	Recurrent Energy, LLC	20	Kern County, CA	August 2016	20 years
Pawpaw	Longview Solar, LLC	30	Taylor County, GA	March 2016	30 years
Roserock ^(c)	Recurrent Energy, LLC	160	Pecos County, TX	November 2016	20 years
Sandhills	N/A	146	Taylor County, GA	October 2016	25 years
Tranquillity	Recurrent Energy, LLC	205	Fresno County, CA	July 2016	18 years


(a)	Affiliate PPA approved by the FERC.


(b)	The facility has a total of 299 MWs, of which 110 MWs were placed in service in the fourth quarter 2015 and the remainder by July 2016.


(c)	Prior to placing the Roserock facility in service, certain solar panels were damaged. While the facility is currently generating energy as expected, Southern Power is pursuing remedies under its insurance policies and other contracts to repair or replace these solar panels.

The following table presents Southern Power's construction projects in progress as of December 31, 2016:



Project Facility	Resource	Approximate Nameplate Capacity (MW)	Location	Actual/Expected COD	PPA Contract Period
East Pecos	Solar	120	Pecos County, TX	March 2017	15 years
Lamesa	Solar	102	Dawson County, TX	Second quarter 2017	15 years
Mankato	Natural Gas	345	Mankato, MN	Second quarter 2019	20 years

Southern Company Gas [Member]

Business Acquisition [Line Items]

Schedule of Business Acquisitions, by Acquisition

The following table presents the final purchase price allocation:



	Successor			Predecessor
	New Basis			Old Basis			Change in Basis
	(in millions)			(in millions)
Current assets	$	1,557		$	1,474		$	83
Property, plant, and equipment	10,108			10,148			(40		)
Goodwill	5,967			1,813			4,154
Other intangible assets	400			101			299
Regulatory assets	1,118			679			439
Other assets	229			273			(44		)
Current liabilities	(2,201		)	(2,205		)	4
Other liabilities	(4,742		)	(4,600		)	(142		)
Long-term debt	(4,261		)	(3,709		)	(552		)
Contingently redeemable noncontrolling interest	(174		)	(41		)	(133		)
Total purchase price/equity	$	8,001		$	3,933		$	4,068

Southern Power [Member]

Business Acquisition [Line Items]

Schedule of Business Acquisitions, by Acquisition

The fair values of the assets and liabilities acquired through the business combinations were recorded as follows:



	2015
	(in millions)
CWIP	$	1,367
Property, plant, and equipment	315
Intangible assets ^(a)	274
Other assets	64
Accounts payable	(89		)
Total purchase price	$	1,931

Funded by:
The Company ^(b)	$	1,440
Noncontrolling interests ^{(c) (d)}	491
Total purchase price	$	1,931


(a)	Intangible assets consist of acquired PPAs that will be amortized over 20-year terms. The estimated amortization for future periods is approximately $14 million per year. See Note 1 under "Impairment of Long-Lived Assets and Intangibles" for additional information.


(b)	Includes approximately $195 million of contingent consideration, all of which had been paid at December 31, 2016.


(c)	Includes approximately $227 million of non-cash contributions recorded as capital contributions from noncontrolling interests in the consolidated statements of stockholders' equity.


(d)	Includes approximately $76 million of contingent consideration, all of which had been paid at December 31, 2016 by the noncontrolling interests.

The fair values of the assets and liabilities acquired through the business combinations were recorded as follows:



	2016
	(in millions)
CWIP	$	2,354
Property, plant, and equipment	302
Intangible assets ^(a)	128
Other assets	52
Accounts payable	(16		)
Debt	(217		)
Total purchase price	$	2,603

Funded by:
The Company ^{(b) (c)}	$	2,345
Noncontrolling interests ^{(d) (e)}	258
Total purchase price	$	2,603

The following table presents the Company's acquisitions during and subsequent to the year ended December 31, 2016.



Project Facility	Resource	Seller; Acquisition Date	Approximate Nameplate Capacity (MW)	Location	Percentage Ownership			Actual/Expected COD	PPA Contract Period
Acquisitions During the Year Ended December 31, 2016
Boulder 1	Solar	SunPower November 16, 2016	100	Clark County, NV	51	%	(a)	December 2016	20 years
Calipatria	Solar	Solar Frontier Americas Holding LLC February 11, 2016	20	Imperial County, CA	90	%	(b)	February 2016	20 years
East Pecos	Solar	First Solar, Inc. March 4, 2016	120	Pecos County, TX	100	%		March 2017	15 years
Grant Plains	Wind	Apex Clean Energy Holdings, LLC August 26, 2016	147	Grant County, OK	100	%		December 2016	20 years and 12 years ^(c)
Grant Wind	Wind	Apex Clean Energy Holdings, LLC April 7, 2016	151	Grant County, OK	100	%		April 2016	20 years
Henrietta	Solar	SunPower July 1, 2016	102	Kings County, CA	51	%	(a)	July 2016	20 years
Lamesa	Solar	RES America Developments Inc. July 1, 2016	102	Dawson County, TX	100	%		Second quarter 2017	15 years
Mankato ^(d)	Natural Gas	Calpine Corporation October 26, 2016	375	Mankato, MN	100	%		N/A ^(e)	10 years
Passadumkeag	Wind	Quantum Utility Generation, LLC June 30, 2016	42	Penobscot County, ME	100	%		July 2016	15 years
Rutherford	Solar	Cypress Creek Renewables, LLC July 1, 2016	74	Rutherford County, NC	90	%	(b)	December 2016	15 years
Salt Fork	Wind	EDF Renewable Energy, Inc. December 1, 2016	174	Donley and Gray Counties, TX	100	%		December 2016	14 years and 12 years
Tyler Bluff	Wind	EDF Renewable Energy, Inc. December 21, 2016	125	Cooke County, TX	100	%		December 2016	12 years
Wake Wind	Wind	Invenergy October 26, 2016	257	Floyd and Crosby Counties, TX	90.1	%	(f)	October 2016	12 years
Acquisitions Subsequent to December 31, 2016
Bethel	Wind	Invenergy January 6, 2017	276	Castro County, TX	100	%		January 2017	12 years


(a)	The Company owns 100% of the class A membership interests and a wholly-owned subsidiary of the seller owns 100% of the class B membership interests. The Company and the class B member are entitled to 51% and 49%, respectively, of all cash distributions from the project. In addition, the Company is entitled to substantially all of the federal tax benefits with respect to the transaction.


(b)	The Company owns 90%, with the minority owner, TRE, owning 10%.


(c)	In addition to the 20-year and 12-year PPAs, the facility has a 10-year contract with Allianz Risk Transfer (Bermuda) Ltd.


(d)	Under the terms of the remaining 10-year PPA and the 20-year expansion PPA, approximately $408 million of assets, primarily related to property, plant, and equipment, are subject to lien at December 31, 2016.


(e)	The acquisition included a fully operational 375-MW natural gas-fired combined-cycle facility.


(f)	The Company owns 90.1%, with the minority owner, Invenergy, owning 9.9%.

The following table presents the Company's acquisitions for the year ended December 31, 2015. During the year ended December 31, 2016, the fair values of assets and liabilities acquired for all projects listed below were finalized with no changes to amounts originally reported.



Project Facility	Resource	Seller; Acquisition Date	Approximate Nameplate Capacity (MW)	Location	Percentage Ownership			Actual COD	PPA Contract Period
Acquisitions for the Year Ended December 31, 2015
Desert Stateline	Solar	First Solar August 31, 2015	299 ^(a)	San Bernardino County, CA	51	%	(b)	From December 2015 to July 2016	20 years
Garland and Garland A	Solar	Recurrent December 17, 2015	205	Kern County, CA	51	%	(b)	October and August 2016	15 years and 20 years
Kay Wind	Wind	Apex Clean Energy Holdings, LLC December 11, 2015	299	Kay County, OK	100	%		December 2015	20 years
Lost Hills Blackwell	Solar	First Solar April 15, 2015	33	Kern County, CA	51	%	(b)	April 2015	29 years
Morelos	Solar	Solar Frontier Americas Holding, LLC October 22, 2015	15	Kern County, CA	90	%	(c)	November 2015	20 years
North Star	Solar	First Solar April 30, 2015	61	Fresno County, CA	51	%	(b)	June 2015	20 years
Roserock	Solar	Recurrent November 23, 2015	160	Pecos County, TX	51	%	(b)	November 2016	20 years
Tranquillity	Solar	Recurrent August 28, 2015	205	Fresno County, CA	51	%	(b)	July 2016	18 years


(a)	The facility has a total of 299 MWs, of which 110 MWs were placed in service in the fourth quarter 2015 and the remainder by July 2016.


(b)	The Company owns 100% of the class A membership interests and a wholly-owned subsidiary of the seller owns 100% of the class B membership interests. The Company and the class B member are entitled to 51% and 49%, respectively, of all cash distributions from the project. In addition, the Company is entitled to substantially all of the federal tax benefits with respect to the transaction.


(c)	The Company owns 90%, with the minority owner, TRE, owning 10%.

Business Acquisition, Pro Forma Information [Table Text Block]

The solar and wind acquisitions did not have operating revenues or net income prior to the completion of construction and the generating facility being placed in service; therefore, supplemental pro forma information as if these acquisitions occurred as of the beginning of 2016, and for the comparable 2015 year, is not meaningful and has been omitted. However, the Mankato acquisition is an operating facility and unaudited supplemental pro forma information, as though the acquisition occurred as of the beginning of 2016 and for the comparable 2015 year, is as follows:

Schedule of Construction Projects

The following table presents the Company's construction projects in progress as of December 31, 2016:



Project Facility	Resource	Approximate Nameplate Capacity (MW)	Location	Actual/Expected COD	PPA Contract Period
East Pecos	Solar	120	Pecos County, TX	March 2017	15 years
Lamesa	Solar	102	Dawson County, TX	Second quarter 2017	15 years
Mankato	Natural Gas	345	Mankato, MN	Second quarter 2019	20 years

During 2016, in accordance with its overall growth strategy, the Company completed construction of, and placed in service, the projects set forth in the table below. Total costs of construction incurred for these projects were $3.2 billion.



Solar Facility	Seller	Approximate Nameplate Capacity (MW)	Location	Actual COD	PPA Contract Period
Butler	CERSM, LLC and Community Energy, Inc.	103	Taylor County, GA	December 2016	30 years ^(a)
Butler Solar Farm	Strata Solar Development, LLC	22	Taylor County, GA	February 2016	20 years ^(a)
Desert Stateline	First Solar Development, LLC	299 ^(b)	San Bernardino County, CA	From December 2015 to July 2016	20 years
Garland	Recurrent	185	Kern County, CA	October 2016	15 years
Garland A	Recurrent	20	Kern County, CA	August 2016	20 years
Pawpaw	Longview Solar, LLC	30	Taylor County, GA	March 2016	30 years
Roserock ^(c)	Recurrent	160	Pecos County, TX	November 2016	20 years
Sandhills	N/A	146	Taylor County, GA	October 2016	25 years
Tranquillity	Recurrent	205	Fresno County, CA	July 2016	18 years


(a)	Affiliate PPA approved by the FERC.


(b)	The facility has a total of 299 MWs, of which 110 MWs were placed in service in the fourth quarter 2015 and the remainder by July 2016.


(c)	Prior to placing the Roserock facility in service, certain solar panels were damaged. While the facility is currently generating energy as expected, the Company is pursuing remedies under its insurance policies and other contracts to repair or replace these solar panels.

(in millions)

Net income