Schedule of Business Acquisitions, by Acquisition

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

33

Kern County, CA

51

%

(a)

April 17, 2015

City of Roseville, California/Pacific Gas and Electric Company

29 years

$

73

(d)

North Star

First Solar
April 30, 2015

61

Fresno County, CA

51

%

(a)

June 20, 2015

Pacific Gas and Electric Company

20 years

$

208

(e)

Tranquillity

Recurrent Energy, LLC
August 28, 2015

205

Fresno County, CA

51

%

(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

51

%

(a)

From December 2015 to third quarter 2016 ^(h)

SCE

20 years

$

439

(g)

Morelos

Solar Frontier Americas Holding, LLC
October 22, 2015

15

Kern County, CA

90

%

November 25, 2015

Pacific Gas and Electric Company

20 years

$

45

(i)

Roserock

Recurrent Energy, LLC
November 23, 2015

160

Pecos County, TX

51

%

(a)

Fourth quarter 2016

Austin Energy

20 years

$

45

(j)

Garland and Garland A

Recurrent Energy, LLC
December 17, 2015

205

Kern County, CA

51

%

(a)

Fourth quarter 2016

SCE

15 years
and
20 years

$

49

(k)

Calipatria

Solar Frontier Americas Holding, LLC
February 11, 2016

20

Imperial County, CA

90

%

February 11, 2016

San Diego Gas & Electric Company

20 years

$

52

(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

20

Kern County, CA

90

%

May 21, 2014

SCE

20 years

$

86

(b)

Macho Springs

First Solar Development, LLC
May 22, 2014

50

Luna County, NM

90

%

May 23, 2014

El Paso Electric Company

20 years

$

117

(c)

Imperial Valley

First Solar, October 22, 2014

150

Imperial County, CA

51

%

(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.

Business Acquisition [Line Items]

Schedule of Business Acquisitions, by Acquisition

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

33

Kern County, CA

51

%

(a)

April 17, 2015

City of Roseville, California/Pacific Gas and Electric Company

29 years

$

73

(d)

North Star

First Solar
April 30, 2015

61

Fresno County, CA

51

%

(a)

June 20, 2015

Pacific Gas and Electric Company

20 years

$

208

(e)

Tranquillity

Recurrent Energy, LLC
August 28, 2015

205

Fresno County, CA

51

%

(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

51

%

(a)

From December 2015 to third quarter 2016 ^(h)

SCE

20 years

$

439

(g)

Morelos

Solar Frontier Americas Holding, LLC
October 22, 2015

15

Kern County, CA

90

%

November 25, 2015

Pacific Gas and Electric Company

20 years

$

45

(i)

Roserock

Recurrent Energy, LLC
November 23, 2015

160

Pecos County, TX

51

%

(a)

Fourth quarter 2016

Austin Energy

20 years

$

45

(j)

Garland and Garland A

Recurrent Energy, LLC
December 17, 2015

205

Kern County, CA

51

%

(a)

Fourth quarter 2016

SCE

15 years
and

20 years

$

49

(k)

Calipatria

Solar Frontier Americas Holding, LLC
February 11, 2016

20

Imperial County, CA

90

%

February 11, 2016

San Diego Gas & Electric Company

20 years

$

52

(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)

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 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)

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.

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

20

Kern County, CA

90

%

May 21, 2014

SCE

20 years

$

86

(b)

Macho Springs

First Solar Development, LLC
May 22, 2014

50

Luna County, NM

90

%

May 23, 2014

EPE

20 years

$

117

(c)

Imperial Valley

First Solar, October 22, 2014

150

Imperial County, CA

51

%

(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)

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 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.