Acquisitions

12 Months Ended

Dec. 31, 2015

12. ACQUISITIONS

Southern Company

Proposed Merger with AGL Resources

On August 23, 2015, Southern Company entered into the Merger Agreement to acquire AGL Resources. Under the terms of the Merger Agreement, subject to the satisfaction or waiver (if permissible under applicable law) of specified conditions, Merger Sub will be merged with and into AGL Resources. AGL Resources will survive the Merger and become a wholly-owned, direct subsidiary of Southern Company. Upon the consummation of the Merger, each share of common stock of AGL Resources issued and outstanding immediately prior to the effective time of the Merger (Effective Time), other than shares owned by AGL Resources as treasury stock, shares owned by a subsidiary of AGL Resources, and any shares owned by shareholders who have properly exercised and perfected dissenters' rights, will be converted into the right to receive $66 in cash, without interest and less any applicable withholding taxes (Merger Consideration). Other equity-based securities of AGL Resources will be cancelled for cash consideration or converted into new awards from Southern Company as described in the Merger Agreement.

In accordance with GAAP, the Merger will be accounted for using the acquisition method of accounting whereby the assets acquired and liabilities assumed are recognized at fair value as of the acquisition date. The excess of the purchase price over the fair values of AGL Resources' assets and liabilities will be recorded as goodwill. Southern Company expects total cash of $8.2 billion to be required to fund the purchase price of approximately $8.0 billion to acquire AGL Resources common stock, options to purchase shares of AGL Resources common stock, and restricted stock units payable in shares of AGL Resources common stock and to fund acquisition-related expenses and financing costs of approximately $200 million. Southern Company will also assume AGL Resources' outstanding indebtedness.

The Merger was approved by AGL Resources' shareholders on November 19, 2015, and the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired on December 4, 2015. Consummation of the Merger remains subject to the satisfaction or waiver of certain closing conditions, including, among others, (i) the approval of the California Public Utilities Commission, Georgia PSC, Illinois Commerce Commission, Maryland PSC, and New Jersey Board of Public Utilities, and other approvals required under applicable state laws, and the approval of the Federal Communications Commission (FCC) for the transfer of control over the FCC licenses of certain subsidiaries of AGL Resources, (ii) the absence of a judgment, order, decision, injunction, ruling, or other finding or agency requirement of a governmental entity prohibiting the consummation of the Merger, and (iii) other customary closing conditions, including (a) subject to certain materiality qualifiers, the accuracy of each party's representations and warranties and (b) each party's performance in all material respects of its obligations under the Merger Agreement. Southern Company completed the required state regulatory applications in the fourth quarter 2015 and the required FCC filings in February 2016. On February 24, 2016, a stipulation and settlement agreement between Southern Company, AGL Resources, the Maryland PSC Staff, and the Maryland Office of People's Counsel was filed with the Maryland PSC. The proposed settlement remains subject to the approval of the Maryland PSC. Additionally, Southern Company received the approval of the Virginia State Corporation Commission in February 2016.

Subject to certain limitations, either party may terminate the Merger Agreement if the Merger is not consummated by August 23, 2016, which date may be extended by either party to February 23, 2017 if, on August 23, 2016, all conditions to closing other than those relating to (i) regulatory approvals and (ii) the absence of legal restraints preventing consummation of the Merger (to the extent relating to regulatory approvals) have been satisfied. Upon termination of the Merger Agreement under certain specified circumstances, AGL Resources will be required to pay Southern Company a termination fee of $201 million or reimburse Southern Company's expenses up to $5 million (which reimbursement shall reduce on a dollar-for-dollar basis any termination fee subsequently payable by AGL Resources). Southern Company currently expects to complete the transaction in the second half of 2016.

During 2015, the Company incurred external transaction costs for financing, legal, and consulting services associated with the proposed Merger of approximately $41 million.

The ultimate outcome of these matters cannot be determined at this time.

Merger Financing

Southern Company intends to initially fund the cash consideration for the Merger using a mix of debt and equity. Southern Company expects to issue the debt to fund the Merger Consideration in several tranches including long-dated maturities. The amount of debt issued at each maturity will depend on prevailing market conditions at the time of the offering and other factors. In addition, Southern Company entered into the $8.1 billion Bridge Agreement on September 30, 2015 to provide financing for the Merger in the event long-term financing is not available. See Note 6 under "Bank Credit Arrangements" for additional information regarding the Bridge Agreement.

Proposed Acquisition of PowerSecure International, Inc. (Unaudited)

On February 24, 2016, Southern Company entered into an Agreement and Plan of Merger to acquire PowerSecure International, Inc. Under the terms of this merger agreement, the stockholders of PowerSecure International, Inc. will be entitled to receive $18.75 in cash for each share of common stock in a transaction with a total purchase price of approximately $431 million. Following this transaction, PowerSecure International, Inc. will become a wholly-owned subsidiary of Southern Company. This transaction is expected to close by the end of the second quarter 2016, subject to, among other items, approval by PowerSecure International, Inc. stockholders and notification, clearance, and reporting requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Southern Power

During 2015 and 2014, in accordance with Southern Power's overall growth strategy, Southern Power acquired or contracted to acquire through its wholly-owned subsidiaries, Southern Renewable Partnerships, LLC or Southern Renewable Energy, Inc. (SRE), the projects set forth in the following table. Acquisition-related costs of approximately $4 million were expensed as incurred. The acquisitions do not include any contingent consideration unless specifically noted.

2015

Project Facility

Seller; Acquisition Date

Approx.
Nameplate Capacity

Location

Southern Power Percentage Ownership

Expected/Actual COD

PPA
Counterparties

for Plant

Output

PPA
Contract Period

Approx. Purchase Price

(MW)

(in millions)

WIND

Kay Wind

Apex Clean Energy Holdings, LLC December 11, 2015

299

Kay County, OK

100

December 12, 2015

Westar Energy, Inc. and Grant River Dam Authority

20 years

481

(b)

Grant Wind

Apex Clean Energy Holdings, LLC

151

Grant County, OK

100

March 2016

Western Farmers, East Texas, and Northeast Texas Electric Cooperative

20 years

258

(c)

SOLAR

Lost Hills Blackwell

First Solar, Inc. (First Solar)
April 15, 2015

Kern County, CA

(a)

April 17, 2015

City of Roseville, California/Pacific Gas and Electric Company

29 years

(d)

North Star

First Solar
April 30, 2015

Fresno County, CA

(a)

June 20, 2015

Pacific Gas and Electric Company

20 years

208

(e)

Tranquillity

Recurrent Energy, LLC
August 28, 2015

205

Fresno County, CA

(a)

Fourth quarter 2016

Shell Energy North America (US), LP and then Southern California Edison (SCE)

18 years

100

(f)

Desert Stateline

First Solar
August 31, 2015

299

San Bernardino County, CA

(a)

From December 2015 to third quarter 2016 ^(h)

SCE

20 years

439

(g)

Morelos

Solar Frontier Americas Holding, LLC
October 22, 2015

Kern County, CA

November 25, 2015

Pacific Gas and Electric Company

20 years

(i)

Roserock

Recurrent Energy, LLC
November 23, 2015

160

Pecos County, TX

(a)

Fourth quarter 2016

Austin Energy

20 years

(j)

Garland and Garland A

Recurrent Energy, LLC
December 17, 2015

205

Kern County, CA

(a)

Fourth quarter 2016

SCE

15 years
and
20 years

(k)

Calipatria

Solar Frontier Americas Holding, LLC
February 11, 2016

Imperial County, CA

February 11, 2016

San Diego Gas & Electric Company

20 years

(l)

(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. At each acquisition, Southern Power acquired a controlling interest in the entity owning the project facility and recorded approximately $227 million for the noncontrolling interests, in the aggregate, which is recorded as a non-cash transaction in contributions from noncontrolling interests and plant acquisitions.

(b)

Kay Wind - The total purchase price, including $35 million of contingent consideration, is approximately $481 million. As of December 31, 2015, the fair values of the assets and liabilities acquired through the business combination were recorded as follows: $481 million as CWIP, $8 million as a receivable related to transmission interconnection costs, and $8 million as payables; however, the allocation of the purchase price to individual assets has not been finalized.

(c)

Grant Wind - On September 4, 2015, Southern Power entered into an agreement to acquire Grant Wind, LLC. The completion of the acquisition is subject to the seller achieving certain construction and project milestones as well as various other customary conditions to closing. The acquisition is expected to close at or near the expected COD. The purchase price includes approximately $24 million of contingent consideration and may be adjusted based on performance testing and production over the first 10 years of operation. The ultimate outcome of this matter cannot be determined at this time.

(d)

Lost Hills Blackwell - Concurrent with the acquisition, a wholly-owned subsidiary of First Solar acquired 100% of the class B membership interests for approximately $34 million. At the acquisition date, the members became contingently obligated to pay $3 million of construction payables through COD, making the aggregate purchase price approximately $107 million. The fair values of the assets acquired through the business combination were recorded as follows: $105 million as property, plant, and equipment, $3 million as a receivable related to transmission interconnection costs, and $4 million as construction and other payables; however, the allocation of the purchase price to individual assets has not been finalized.

(e)

North Star - Concurrent with the acquisition, a wholly-owned subsidiary of First Solar acquired 100% of the class B membership interests for approximately $99 million. At the acquisition date, the members became contingently obligated to pay $233 million of construction payables through COD, making the aggregate purchase price approximately $307 million. The fair values of the assets acquired through the business combination were recorded as follows: $266 million as property, plant, and equipment, $25 million as an intangible asset, $21 million as a receivable related to transmission interconnection costs, and $238 million as construction and other payables; however, the allocation of the purchase price to individual assets has not been finalized. The intangible asset consists of an acquired PPA that will be amortized over its 20-year term. The amortization expense for the year ended December 31, 2015 was $1 million. The estimated amortization for future periods is approximately $1.2 million per year for 2016 through 2020, and $18 million thereafter.

(f)

Tranquillity - Concurrent with the acquisition, a wholly-owned subsidiary of Recurrent Energy, LLC converted all its membership interests to 100% of the class B membership interests after contributing approximately $173 million of assets and receiving an initial distribution of $100 million. As of December 31, 2015, the fair values of the assets and liabilities acquired through the business combination were recorded as follows: $186 million as CWIP, $24 million as other receivables, and $37 million as payables; however, the allocation of the purchase price to individual assets has not been finalized. Total construction costs, which include the acquisition price allocated to CWIP, are expected to be approximately $473 million to $493 million. The ultimate outcome of this matter cannot be determined at this time.

(g)

Desert Stateline - Concurrent with the acquisition, a wholly-owned subsidiary of First Solar acquired 100% of the class B membership interests for approximately $223 million. As of December 31, 2015, the fair values of the assets acquired through the business combination, which includes Southern Power's and First Solar's initial payments due under the related construction agreement, were recorded as follows: $413 million as CWIP and $249 million as an intangible asset; however, the allocation of the purchase price to individual assets has not been finalized. The intangible asset consists of an acquired PPA that will be amortized over its 20-year term. The estimated amortization for future periods is approximately $6.2 million in 2016, $12.5 million per year for 2017 through 2020, and $192.8 million thereafter. Total construction costs, which include the acquisition price allocated to CWIP, are expected to be approximately $1.2 billion to $1.3 billion. The ultimate outcome of this matter cannot be determined at this time.


(h)	Desert Stateline - The first three of eight phases were placed in service in December 2015. Subsequent to December 31, 2015, phases four and five were placed in service.

(i)

Morelos - The total purchase price, including the minority owner, Turner Renewable Energy, LLC's (TRE) 10% ownership interest, is approximately $50 million. As of December 31, 2015, the fair values of the assets acquired through the business combination were recorded as follows: $49 million as property, plant, and equipment and $1 million as a receivable related to transmission interconnection costs; however, the allocation of the purchase price to individual assets has not been finalized.

(j)

Roserock - Concurrent with the acquisition, a wholly-owned subsidiary of Recurrent Energy, LLC converted all its membership interests to 100% of the class B membership interests after contributing approximately $26 million of assets. As of December 31, 2015, the fair values of the assets and liabilities acquired through the business combination were recorded as follows: $75 million as CWIP, $6 million as other receivables, and $10 million as payables and accrued expenses; however, the allocation of the purchase price to individual assets has not been finalized. Total construction costs, which include the acquisition price allocated to CWIP, are expected to be approximately $333 million to $353 million. The ultimate outcome of this matter cannot be determined at this time.

(k)

Garland and Garland A - Concurrent with the acquisition, a wholly-owned subsidiary of Recurrent Energy, LLC converted all its membership interests to 100% of the class B membership interests after contributing approximately $31 million of assets. As of December 31, 2015, the fair values of the assets and liabilities acquired through the business combination were recorded as follows: $107 million as CWIP, $1 million as other deferred assets, and $28 million as payables and other accrued expenses; however, the allocation of the purchase price to individual assets has not been finalized. Total construction costs, which include the acquisition price allocated to CWIP, are expected to be approximately $532 million to $552 million. The ultimate outcome of this matter cannot be determined at this time.


(l)	Calipatria - The total purchase price, including the minority owner, TRE's 10% ownership interest, is approximately $58 million.

2014

Project
Facility

Seller; Acquisition Date

Approx. Nameplate Capacity

Location

Southern Power Percentage Ownership

COD

PPA
Counterparties for Plant Output

PPA Contract Period

Approx. Purchase Price

(MW)

(in millions)

SOLAR

Adobe

Sun Edison, LLC
April 17, 2014

Kern County, CA

May 21, 2014

SCE

20 years

(b)

Macho Springs

First Solar Development, LLC
May 22, 2014

Luna County, NM

May 23, 2014

El Paso Electric Company

20 years

117

(c)

Imperial Valley

First Solar, October 22, 2014

150

Imperial County, CA

(a)

November 26, 2014

San Diego Gas & Electric Company

25 years

505

(d)


(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)

Adobe - Total purchase price, including the minority owner TRE's 10% ownership interest, was $97 million. The fair values of the assets acquired were ultimately recorded as follows: $84 million to property, plant, and equipment, $15 million to prepayment related to transmission services, and $6 million to PPA intangible, resulting in a $5 million bargain purchase gain and a $3 million deferred tax liability. The bargain purchase gain is included in other income (expense), net. Acquisition-related costs were expensed as incurred and were not material.

(c)

Macho Springs - Total purchase price, including the minority owner TRE's 10% ownership interest, was $130 million. The fair values of the assets acquired were ultimately recorded as follows: $128 million to property, plant, and equipment, $1 million to prepaid property taxes, and $1 million to prepayment related to transmission services. The acquisition did not include any contingent consideration. Acquisition-related costs were expensed as incurred and were not material.

(d)

Imperial Valley - In connection with this acquisition, SG2 Holdings, LLC (SG2 Holdings) made an aggregate payment of approximately $128 million to a subsidiary of First Solar and became obligated to pay additional contingent consideration of approximately $599 million upon completion of the facility (representing the amount due to an affiliate of First Solar under the construction contract for Imperial Valley). When substantial completion was achieved in November 2014, a subsidiary of First Solar was admitted as a minority member of SG2 Holdings. The members of SG2 Holdings made additional agreed upon capital contributions totaling $593 million to SG2 Holdings that were used to pay the contingent consideration due, leaving $6.0 million of contingent consideration payable upon final acceptance of the facility. As a result of these capital contributions, the aggregate purchase price payable by Southern Power for the acquisition of Imperial Valley was approximately $505 million in addition to the $223 million noncash contribution by the minority member. The fair values of the assets acquired were ultimately recorded as follows: $708 million to property, plant, and equipment and $20 million to prepayment related to transmission services. Acquisition-related costs were expensed as incurred and were not material.

Construction Projects

During 2015, in accordance with Southern Power's overall growth strategy, Southern Power constructed or commenced construction of the projects set forth in the table below, in addition to the Tranquillity, Desert Stateline, Roserock, Garland, and Garland A facilities. Total cost of construction incurred for these projects during 2015 was $1.8 billion, of which $1.1 billion remains in CWIP at December 31, 2015.

Solar Facility

Seller

Approx. Nameplate Capacity

County Location in Georgia

Expected/Actual

COD

PPA Counterparties
for Plant Output

PPA Contract Period

Estimated Construction Cost

(MW)

(in millions)

Sandhills

N/A

146

Taylor

Fourth quarter 2016

Cobb, Flint, and Sawnee Electric Membership Corporations

25 years

260

280

Decatur Parkway

TradeWind Energy, Inc.

Decatur

December 31, 2015

Georgia Power^(a)

25 years

Approx. $169

(c)

Decatur County

TradeWind Energy, Inc.

Decatur

December 29, 2015

Georgia Power

20 years

Approx. $46

(c)

Butler

CERSM, LLC and Community Energy, Inc.

103

Taylor

Fourth quarter 2016

Georgia Power^(b)

30 years

220

230

(c)

Pawpaw

Longview Solar, LLC

Taylor

March 2016

Georgia Power^(a)

30 years

(c)

Butler Solar Farm

Strata Solar Development, LLC

Taylor

February 10, 2016

Georgia Power

20 years

Approx. $45

(c)


(a)	Affiliate PPA approved by the FERC.


(b)	Affiliate PPA subject to FERC approval.


(c)	Includes the acquisition price of all outstanding membership interests of the respective development entity.

Southern Power [Member]

Business Acquisition [Line Items]

ACQUISITIONS

During 2015 and 2014, in accordance with the Company's overall growth strategy, the Company acquired or contracted to acquire through its wholly-owned subsidiaries, SRP or SRE, the projects set forth in the following table. Acquisition-related costs of approximately $4 million were expensed as incurred. The acquisitions do not include any contingent consideration unless specifically noted.

2015

Project Facility

Seller; Acquisition Date

Approx.
Nameplate Capacity

Location

Percentage Ownership

Expected/Actual COD

PPA
Counterparties for Plant Output

PPA
Contract Period

Approx. Purchase Price

(MW)

(in millions)

WIND

Kay Wind

Apex Clean Energy Holdings, LLC December 11, 2015

299

Kay County, OK

100

December 12, 2015

Westar Energy, Inc. and Grant River Dam Authority

20 years

481

(b)

Grant Wind

Apex Clean Energy Holdings, LLC

151

Grant County, OK

100

March 2016

Western Farmers, East Texas, and Northeast Texas Electric Cooperative

20 years

258

(c)

SOLAR

Lost Hills Blackwell

First Solar
April 15, 2015

Kern County, CA

(a)

April 17, 2015

City of Roseville, California/Pacific Gas and Electric Company

29 years

(d)

North Star

First Solar
April 30, 2015

Fresno County, CA

(a)

June 20, 2015

Pacific Gas and Electric Company

20 years

208

(e)

Tranquillity

Recurrent Energy, LLC
August 28, 2015

205

Fresno County, CA

(a)

Fourth quarter 2016

Shell Energy North America (US), LP and then SCE

18 years

100

(f)

Desert Stateline

First Solar
August 31, 2015

299

San Bernardino County, CA

(a)

From December 2015 to third quarter 2016 ^(h)

SCE

20 years

439

(g)

Morelos

Solar Frontier Americas Holding, LLC
October 22, 2015

Kern County, CA

November 25, 2015

Pacific Gas and Electric Company

20 years

(i)

Roserock

Recurrent Energy, LLC
November 23, 2015

160

Pecos County, TX

(a)

Fourth quarter 2016

Austin Energy

20 years

(j)

Garland and Garland A

Recurrent Energy, LLC
December 17, 2015

205

Kern County, CA

(a)

Fourth quarter 2016

SCE

15 years
and

20 years

(k)

Calipatria

Solar Frontier Americas Holding, LLC
February 11, 2016

Imperial County, CA

February 11, 2016

San Diego Gas & Electric Company

20 years

(l)

(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. At each acquisition, the Company acquired a controlling interest in the entity owning the project facility and recorded approximately $227 million for the noncontrolling interests, in the aggregate, which is recorded as a non-cash transaction in contributions from noncontrolling interests and plant acquisitions.

(b)

(c)

(d)

(e)

(f)

(g)

Desert Stateline - Concurrent with the acquisition, a wholly-owned subsidiary of First Solar acquired 100% of the class B membership interests for approximately $223 million. As of December 31, 2015, the fair values of the assets acquired through the business combination, which includes the Company's and First Solar's initial payments due under the related construction agreement, were recorded as follows: $413 million as CWIP and $249 million as an intangible asset; however, the allocation of the purchase price to individual assets has not been finalized. The intangible asset consists of an acquired PPA that will be amortized over its 20-year term. The estimated amortization for future periods is approximately $6.2 million in 2016, $12.5 million per year for 2017 through 2020, and $192.8 million thereafter. Total construction costs, which include the acquisition price allocated to CWIP, are expected to be approximately $1.2 billion to $1.3 billion. The ultimate outcome of this matter cannot be determined at this time.


(h)	Desert Stateline - The first three of eight phases were placed in service in December 2015. Subsequent to December 31, 2015, phases four and five were placed in service.

(i)

Morelos - The total purchase price, including the minority owner, TRE's 10% ownership interest, is approximately $50 million. As of December 31, 2015, the fair values of the assets acquired through the business combination were recorded as follows: $49 million as property, plant, and equipment and $1 million as a receivable related to transmission interconnection costs; however, the allocation of the purchase price to individual assets has not been finalized.

(j)

(k)


(l)	Calipatria - The total purchase price, including the minority owner, TRE's 10% ownership interest, is approximately $58 million.

The aggregate amount of revenue recognized by to the Company related to the acquisitions, since the various acquisition dates, included in the consolidated statement of income for 2015 is $18 million. The aggregate amount of net income, excluding the impacts of ITCs, attributable to the Company related to the acquisitions, since the various acquisition dates, included in the consolidated statement of income is immaterial. These businesses did not have operating revenues or activities prior to their assets being constructed and placed in service; and therefore, supplemental proforma information as though the acquisitions occurred as of the beginning of 2015, and for the comparable 2014 year is not meaningful and has been omitted.

2014

Project
Facility

Seller; Acquisition Date

Approx. Nameplate Capacity

Location

Percentage Ownership

COD

PPA
Counterparties for Plant Output

PPA Contract Period

Approx. Purchase Price

(MW)

(in millions)

SOLAR

Adobe

Sun Edison, LLC
April 17, 2014

Kern County, CA

May 21, 2014

SCE

20 years

(b)

Macho Springs

First Solar Development, LLC
May 22, 2014

Luna County, NM

May 23, 2014

EPE

20 years

117

(c)

Imperial Valley

First Solar, October 22, 2014

150

Imperial County, CA

(a)

November 26, 2014

San Diego Gas & Electric Company

25 years

505

(d)


(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)

(c)

(d)

Imperial Valley - In connection with this acquisition, SG2 Holdings, LLC (SG2 Holdings) made an aggregate payment of approximately $128 million to a subsidiary of First Solar and became obligated to pay additional contingent consideration of approximately $599 million upon completion of the facility (representing the amount due to an affiliate of First Solar under the construction contract for Imperial Valley). When substantial completion was achieved in November 2014, a subsidiary of First Solar was admitted as a minority member of SG2 Holdings. The members of SG2 Holdings made additional agreed upon capital contributions totaling $593 million to SG2 Holdings that were used to pay the contingent consideration due, leaving $6.0 million of contingent consideration payable upon final acceptance of the facility. As a result of these capital contributions, the aggregate purchase price payable by the Company for the acquisition of Imperial Valley was approximately $505 million in addition to the $223 million noncash contribution by the minority member. The fair values of the assets acquired were ultimately recorded as follows: $708 million to property, plant, and equipment and $20 million to prepayment related to transmission services. Acquisition-related costs were expensed as incurred and were not material.

Construction Projects

During 2015, in accordance with the Company's overall growth strategy, the Company constructed or commenced construction of the projects set forth in the table below, in addition to the Tranquillity, Desert Stateline, Roserock, Garland, and Garland A facilities. Total cost of construction incurred for these projects during 2015 was $1.8 billion, of which $1.1 billion remains in CWIP at December 31, 2015.

Solar Facility

Seller

Approx. Nameplate Capacity

County Location in Georgia

Expected/Actual

COD

PPA Counterparties
for Plant Output

PPA Contract Period

Estimated Construction Cost

(MW)

(in millions)

Sandhills

N/A

146

Taylor

Fourth quarter 2016

Cobb, Flint, and Sawnee EMCs

25 years

260

280

Decatur Parkway

TradeWind Energy, Inc.

Decatur

December 31, 2015

Georgia Power^(a)

25 years

Approx. $169

(c)

Decatur County

TradeWind Energy, Inc.

Decatur

December 29, 2015

Georgia Power

20 years

Approx. $46

(c)

Butler

CERSM, LLC and Community Energy, Inc.

103

Taylor

Fourth quarter 2016

Georgia Power^(b)

30 years

220

230

(c)

Pawpaw

Longview Solar, LLC

Taylor

March 2016

Georgia Power^(a)

30 years

(c)

Butler Solar Farm

Strata Solar Development, LLC

Taylor

February 10, 2016

Georgia Power

20 years

Approx. $45

(c)


(a)	Affiliate PPA approved by the FERC.


(b)	Affiliate PPA subject to FERC approval.


(c)	Includes the acquisition price of all outstanding membership interests of the respective development entity.