INTRODUCTION

The condensed quarterly financial statements of each registrant included herein have been prepared by such registrant, without audit, pursuant to the rules and regulations of the SEC. The Condensed Balance Sheets as of December 31, 2015 have been derived from the audited financial statements of each registrant. In the opinion of each registrant's management, the information regarding such registrant furnished herein reflects all adjustments, which, except as otherwise disclosed, are of a normal recurring nature, necessary to present fairly the results of operations for the periods ended September 30, 2016 and 2015. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although each registrant believes that the disclosures regarding such registrant are adequate to make the information presented not misleading. Disclosures which would substantially duplicate the disclosures in the Form 10-K and details which have not changed significantly in amount or composition since the filing of the Form 10-K are generally omitted from this Quarterly Report on Form 10-Q unless specifically required by GAAP. Therefore, these Condensed Financial Statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K. Due to the seasonal variations in the demand for energy, operating results for the periods presented are not necessarily indicative of the operating results to be expected for the full year.

Southern Company's financial statements reflect its investments in its subsidiaries, including Southern Company Gas as a result of the Merger, on a consolidated basis. Southern Company Gas' results of operations and cash flows since July 1, 2016 and financial condition as of September 30, 2016 are reflected within Southern Company's consolidated amounts in these accompanying notes herein. Southern Company Gas continues to maintain reporting requirements as an SEC registrant and has filed its Quarterly Report on Form 10-Q with the SEC separately from this combined Form 10-Q. The equity method is used for entities in which Southern Company has significant influence but does not control, including Southern Company Gas' investment in Southern Natural Gas Company, L.L.C. (SNG), and for variable interest entities where Southern Company has an equity investment but is not the primary beneficiary. See Note (I) under "Southern Company – Merger with Southern Company Gas" and " – Investment in Southern Natural Gas" for additional information regarding the Merger and Southern Company Gas' investment in SNG, respectively.

Certain prior year data presented in the financial statements have been reclassified to conform to the current year presentation. These reclassifications had no impact on the results of operations, financial position, or cash flows of any registrant.

Recently Issued Accounting Standards

On February 25, 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02). ASU 2016-02 requires lessees to recognize on the balance sheet a lease liability and a right-of-use asset for all leases. ASU 2016-02 also changes the recognition, measurement, and presentation of expense associated with leases and provides clarification regarding the identification of certain components of contracts that would represent a lease. The accounting required by lessors is relatively unchanged and there is no change to the accounting for existing leveraged leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The registrants are currently evaluating the new standard and have not yet determined its ultimate impact; however, adoption of ASU 2016-02 is expected to have a significant impact on the registrants' balance sheets.

On March 30, 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). ASU 2016-09 changes the accounting for income taxes and the cash flow presentation for share-based payment award transactions. Most significantly, entities are required to recognize all excess tax benefits and deficiencies related to the exercise or vesting of stock compensation as income tax expense or benefit in the income statement. Southern Company and the traditional electric operating companies currently recognize any excess tax benefits and deficiencies related to the exercise and vesting of stock compensation as additional paid-in capital. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016. Early adoption is permitted and Southern Company and the traditional electric operating companies intend to adopt the ASU in the fourth quarter 2016. The adoption is not expected to have a material impact on the results of operations, financial position, or cash flows of Southern Company and the traditional electric operating companies.

Affiliate Transactions

In 2014, prior to Southern Company's acquisition of PowerSecure International, Inc. (PowerSecure) on May 9, 2016, Georgia Power entered into two agreements with PowerSecure to build solar power generation facilities at two U.S. Army bases, as approved by the Georgia PSC. Payments of approximately $108 million made by Georgia Power to PowerSecure under the two agreements since inception in 2014 are included in CWIP at September 30, 2016. PowerSecure construction service costs of approximately $0.2 million are included in accounts payable, affiliated in Georgia Power's balance sheet at September 30, 2016. On October 4, 2016, the two facilities began commercial operation.

Prior to Southern Company Gas' completion of its acquisition of a 50% equity interest in SNG, Southern Company and Southern Company Gas had entered into long-term interstate natural gas transportation agreements with SNG. The interstate transportation service provided to the traditional electric operating companies, Southern Power, and Southern Company Gas by SNG pursuant to these agreements is governed by the terms and conditions of SNG's natural gas tariff and is subject to FERC regulation. For the period subsequent to Southern Company Gas' investment in SNG, transportation costs paid to SNG by Southern Company were approximately $16 million, including $8 million for Georgia Power, $2 million for Southern Power, and $1 million for Alabama Power.

See Note (I) under "Southern Company – Acquisition of PowerSecure International, Inc." and " – Investment in Southern Natural Gas" for additional information regarding Southern Company's acquisition of PowerSecure and Southern Company Gas' investment in SNG, respectively.

Asset Retirement Obligations

See Note 1 to the financial statements of Southern Company, Alabama Power, Georgia Power, Gulf Power, and Mississippi Power under "Asset Retirement Obligations and Other Costs of Removal" in Item 8 of the Form 10-K for additional information regarding Southern Company's and the traditional electric operating companies' asset retirement obligations (ARO) and the EPA's regulation of CCR. See Note 1 to the financial statements of Southern Power under "Asset Retirement Obligations" in Item 8 of the Form 10-K for additional information regarding Southern Power's AROs.

The cost estimates below are based on information as of September 30, 2016. The cost estimates for AROs related to the disposal of CCR are based on various assumptions related to closure and post-closure costs, timing of future cash outlays, inflation and discount rates, and the potential methods for complying with the Disposal of Coal Combustion Residuals from Electric Utilities final rule requirements for closure in place or by other methods. As further analysis is performed, including evaluation of the expected method of compliance, refinement of assumptions underlying the cost estimates, such as the quantities of CCR at each site, and the determination of timing, including the potential for closing ash ponds prior to the end of their currently anticipated useful life, the traditional electric operating companies expect to continue to periodically update these estimates.

As of September 30, 2016, details of the AROs included in the registrants' Condensed Balance Sheets were as follows:



	Southern Company			Alabama Power			Georgia Power			Gulf Power		Mississippi Power			Southern Power
	(in millions)
Balance at beginning of year	$	3,759		$	1,448		$	1,916		$	130	$	177		$	21
Liabilities incurred	41			5			—			—		15			18
Liabilities settled	(117		)	(12		)	(93		)	—		(12		)	—
Accretion	119			55			56			2		3			1
Cash flow revisions	712			31			675			2		7			—
Balance at end of period	$	4,514		$	1,527		$	2,554		$	134	$	190		$	40

The traditional electric operating companies' increases in cash flow revisions for the nine months ended September 30, 2016 primarily relate to changes in ash pond closure strategy. The increase for Georgia Power reflects its decision in June 2016 to cease operating and stop receiving coal ash at all of its ash ponds within the next three years and to eventually close all of its ash ponds either by removal, consolidation, and/or recycling for the beneficial use of coal ash or through closure in place using advanced engineering methods.

Goodwill and Other Intangible Assets

As of September 30, 2016, goodwill was as follows:



	As of September 30, 2016
	(in millions)
Southern Company	$	6,223
Southern Power	$	2

As of September 30, 2016, other intangible assets were as follows:



		As of September 30, 2016
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization			Other Intangible Assets, Net
		(in millions)
Southern Company
Other intangible assets subject to amortization:
Customer relationships	11-26 years	$	268	$	(16	)	$	252
Trade names	5-28 years	158		(3		)	155
Patents	3-10 years	4		—			4
Backlog	5 years	5		—			5
Storage and transportation contracts	1-5 years	64		(4		)	60
Software and other	1-12 years	2		—			2
PPA fair value adjustments	19-20 years	405		(16		)	389
Total other intangible assets subject to amortization		$	906	$	(39	)	$	867
Other intangible assets not subject to amortization:
Federal Communications Commission licenses		$	75	$	—		$	75
Total other intangible assets		$	981	$	(39	)	$	942

Southern Power
Other intangible assets subject to amortization:
PPA fair value adjustments	19-20 years	$	405	$	(16	)	$	389

Amortization associated with other intangible assets was as follows:



	Three Months Ended		Nine Months Ended
	September 30, 2016
	(in millions)
Southern Company	$	25	$	27
Southern Power	$	2	$	4

At December 31, 2015, other intangible assets consisted primarily of Southern Power's PPA fair value adjustments with a net carrying amount of $317 million. The increases in goodwill and other intangible assets primarily relate to Southern Company's acquisitions of PowerSecure on May 9, 2016 and Southern Company Gas on July 1, 2016.

See Note 12 to the financial statements of Southern Company under "Southern Power" and Note 2 to the financial statements of Southern Power in Item 8 of the Form 10-K for additional information regarding Southern Power's PPA fair value adjustments. Also see Note (I) under "Southern Company – Acquisition of PowerSecure International, Inc." and " – Merger with Southern Company Gas" for additional information.

Natural Gas for Sale

Southern Company Gas' natural gas distribution utilities, with the exception of Nicor Gas, carry natural gas inventory on a weighted average cost of gas (WACOG) basis.

Nicor Gas' natural gas inventory is carried at cost on a last-in, first-out (LIFO) basis. Inventory decrements occurring during the year that are restored prior to year-end are charged to cost of natural gas at the estimated annual replacement cost. Inventory decrements that are not restored prior to year-end are charged to cost of natural gas at the actual LIFO cost of the layers liquidated. The cost of natural gas, including inventory costs, is recovered from customers under a purchased gas recovery mechanism adjusted for differences between actual costs and amounts billed; therefore, LIFO liquidations have no impact on Southern Company's net income.

Southern Company Gas' other natural gas inventories are carried at the lower of weighted average cost or current market price, with cost determined on a WACOG basis. For any declines in market prices below the WACOG considered to be other than temporary, an adjustment is recorded to reduce the value of natural gas inventories to market value.