Acquisitions (Tables)

9 Months Ended

Sep. 30, 2016

The allocation of the purchase price is as follows:



PowerSecure Purchase Price	September 30, 2016
	(in millions)
Current assets	$	172
Property, plant, and equipment	46
Goodwill	284
Intangible assets	101
Other assets	6
Current liabilities	(145		)
Long-term debt, including current portion	(18		)
Deferred credits and other liabilities	(17		)
Total purchase price	$	429

The following table presents the preliminary purchase price allocation:



Southern Company Gas Purchase Price	September 30, 2016
	(in millions)
Current assets	$	1,557
Property, plant, and equipment	10,108
Goodwill	5,937
Intangible assets	400
Regulatory assets	1,118
Other assets	229
Current liabilities	(2,201		)
Other liabilities	(4,712		)
Long-term debt	(4,261		)
Noncontrolling interests	(174		)
Total purchase price	$	8,001

During 2016, in accordance with its overall growth strategy, Southern Power or one of its wholly-owned subsidiaries, Southern Renewable Partnerships, LLC and Southern Renewable Energy, Inc., acquired or contracted to acquire the projects discussed below. Acquisition-related costs were expensed as incurred and were not material. The acquisitions do not include any contingent consideration unless specifically noted.

Project Facility

Resource

Seller; Acquisition Date

Approximate Nameplate Capacity (MW)

Location

Southern Power Percentage Ownership

Actual/Expected COD

PPA Counterparties for Plant Output

PPA Contract Period

Acquisitions for the Nine Months Ended September 30, 2016

Calipatria

Solar

Solar Frontier Americas Holding LLC
February 11, 2016

Imperial County, CA

February 2016

San Diego Gas & Electric Company

20 years

East Pecos

Solar

First Solar, Inc.
March 4, 2016

120

Pecos County, TX

100

December 2016

Austin Energy

15 years

Grant Plains

Wind

Apex Clean Energy Holdings, LLC
August 26, 2016

147

Grant County, OK

100

December 2016

Oklahoma Municipal Power Authority and Steelcase Inc.

20 years and 12 years

(a)

Grant Wind

Wind

Apex Clean Energy Holdings, LLC
April 7, 2016

151

Grant County, OK

100

April 2016

Western Farmers, East Texas, and Northeast Texas Electric Cooperative

20 years

Henrietta

Solar

SunPower Corp.
July 1, 2016

102

Kings County, CA

(b)

July 2016

Pacific Gas and Electric Company

20 years

Lamesa

Solar

RES America Developments Inc.
July 1, 2016

102

Dawson County, TX

100

First quarter 2017

City of Garland, Texas

15 years

Passadumkeag

Wind

Quantum Utility Generation, LLC
June 30, 2016

Penobscot County, ME

100

July 2016

Western Massachusetts Electric Company

15 years

Rutherford

Solar

Cypress Creek Renewables, LLC
July 1, 2016

Rutherford County, NC

December 2016

Duke Energy Carolinas, LLC

15 years

Acquisitions Subsequent to September 30, 2016

Mankato

Natural Gas

Calpine Corporation October 26, 2016

375

(c)

Mankato, MN

100

N/A^(c)

Northern States Power Company

10 years

Wake Wind

Wind

Invenergy Wind Global LLC October 26, 2016

257

Floyd and Crosby Counties, TX

90.1

October 2016

Equinix Enterprises, Inc. and Owens Corning

12 years


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


(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)	The Mankato facility is a fully operational 375-MW natural gas-fired combined-cycle facility with an additional 345-MW expansion under development.

Schedule of Construction Projects

During the nine months ended September 30, 2016, in accordance with its overall growth strategy, Southern Power completed construction of and placed in service, or continued construction of, the projects set forth in the following table. Through September 30, 2016, total costs of construction incurred for the following projects were $3.0 billion, of which $1.2 billion remains in CWIP. Including the total construction costs incurred through September 30, 2016 and the acquisition prices allocated to CWIP, total aggregate construction costs for the following projects are estimated to be $3.1 billion to $3.2 billion. The ultimate outcome of these matters cannot be determined at this time.



Solar Facility	Seller	Approximate Nameplate Capacity (MW)	Location	Actual/Expected COD	PPA Counterparties for Plant Output	PPA Contract Period
Projects Completed During the Nine Months Ended September 30, 2016
Butler Solar Farm	Strata Solar Development, LLC	22	Taylor County, GA	February 2016	Georgia Power^(a)	20 years
Desert Stateline^(b)	First Solar Development, LLC	299^(c)	San Bernardino County, CA	Through July 2016	Southern California Edison Company (SCE)	20 years
Garland A	Recurrent Energy, LLC	20	Kern County, CA	August 2016	SCE	20 years
Pawpaw	Longview Solar, LLC	30	Taylor County, GA	March 2016	Georgia Power^(a)	30 years
Tranquillity	Recurrent Energy, LLC	205	Fresno County, CA	July 2016	Shell Energy North America (US), LP/SCE	18 years
Projects Under Construction as of September 30, 2016
Butler	CERSM, LLC and Community Energy, Inc.	103	Taylor County, GA	December 2016	Georgia Power^(a)	30 years
Garland	Recurrent Energy, LLC	185	Kern County, CA	October 2016	SCE	15 years
Roserock	Recurrent Energy, LLC	160	Pecos County, TX	November 2016	Austin Energy	20 years
Sandhills	N/A	146	Taylor County, GA	October 2016	Cobb, Flint, Irwin, Middle Georgia and Sawnee Electric Membership Corporations	25 years


(a)	Affiliate PPA approved by the FERC.


(b)	On March 29, 2016, Southern Power acquired an additional 15% interest in Desert Stateline. As a result, Southern Power and the class B member are entitled to 66% and 34%, respectively, of all cash distributions from Desert Stateline. In addition, Southern Power will continue to be entitled to substantially all of the federal tax benefits with respect to the transaction.

(c) The facility has a total of 299 MWs, of which 110 MWs were placed in service in the fourth quarter 2015 and 189 MWs were placed in service during the nine months ended September 30, 2016.

Business Acquisition, Pro Forma Information

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.



	For the Nine Months Ended September 30,
	2016		2015

Operating revenues (in millions)	$	16,609	$	16,865
Net income attributable to Southern Company (in millions)	$	2,369	$	2,269
Basic EPS	$	2.50	$	2.43
Diluted EPS	$	2.48	$	2.42