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Acquisitions and Dispositions (Tables)
12 Months Ended
Dec. 31, 2017
Business Acquisition [Line Items]  
Schedule of Business Acquisitions, by Acquisition
The fair values of the assets acquired and liabilities assumed were finalized in 2017 and recorded as follows:
 
2017
 
(in millions)
Restricted cash
$
16

CWIP
534

Other assets
5

Accounts payable
(16
)
Total purchase price
$
539

The following table presents the final purchase price allocation:
Southern Company Gas Purchase Price
 
 
(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 interest
(174
)
Total purchase price
$
8,001

The following table presents Southern Power's acquisition activity for the year ended, and subsequent to, December 31, 2017.
Project Facility
Resource
Seller; Acquisition Date
Approximate Nameplate Capacity (MW)
Location
Southern Power Percentage Ownership
Actual/Expected COD
PPA Contract Period
Business Acquisitions During the Year Ended December 31, 2017
Bethel
Wind
Invenergy Wind Global LLC,
January 6, 2017
276
Castro County, TX
100
%
 
January 2017
12 years
Cactus Flats(a)
Wind
RES America Developments, Inc.
July 31, 2017
148
Concho County, TX
100
%
 
Third quarter 2018
12 years and 15 years
Business Acquisitions Subsequent to December 31, 2017
Gaskell West 1
Solar
Recurrent Energy Development Holdings, LLC,
January 26, 2018
20
Kern County, CA
100% of Class B

(b)
March
2018
20 years

(a)
On July 31, 2017, Southern Power purchased 100% of the Cactus Flats facility and commenced construction. Upon placing the facility in service, Southern Power expects to close on a tax equity partnership agreement that has already been executed, subject to various customary conditions at closing, and will then own 100% of the class B membership interests.
(b)
Southern Power owns 100% of the class B membership interest under a tax equity partnership agreement.
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. See Note 1 for additional information.
(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 $29 million was payable at December 31, 2017.
(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, all of which had been paid at December 31, 2016 by the noncontrolling interests.
The following table presents Southern Power's acquisitions for the year ended December 31, 2016.
Project Facility
Resource
Seller, Acquisition Date
Approximate
Nameplate Capacity (
MW)
 
Location
Ownership Percentage
Actual COD
PPA
Contract Period
Acquisitions for 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
100
%
(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
%
 
April 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
100
%
(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
(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 originally purchased 90%, with a minority owner owning 10%. During 2017, Southern Power acquired the remaining 10% ownership interest.
(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 PPA and the expansion PPA, approximately $442 million of assets, primarily related to property, plant, and equipment, are subject to lien at December 31, 2017.
(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 following table presents the final purchase price allocation:
PowerSecure Purchase Price
 
 
(in millions)
Current assets
$
172

Property, plant, and equipment
46

Intangible assets
106

Goodwill
284

Other assets
4

Current liabilities
(121
)
Long-term debt, including current portion
(48
)
Deferred credits and other liabilities
(14
)
Total purchase price
$
429

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.
 
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

SOUTHERN Co GAS  
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 CO  
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:
 
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

(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. See Note 1 for additional information.
(b)
At December 31, 2016, $461 million is included in acquisitions payable on the consolidated balance sheets.
(c)
Includes approximately $281 million of contingent consideration, of which $29 million was payable at December 31, 2017.
(d)
Includes approximately $51 million of non-cash contributions recorded as capital contributions from noncontrolling interests in the consolidated statements of stockholders' equity.
(e)
Includes approximately $142 million of contingent consideration, all of which had been paid at December 31, 2016 by the noncontrolling interests.
The fair values of the assets acquired and liabilities assumed were finalized in 2017 and recorded as follows:
 
2017
 
(in millions)
Restricted cash
$
16

CWIP
534

Other assets
5

Accounts payable
(16
)
Total purchase price
$
539

The following table presents the Company's acquisitions for the year ended December 31, 2016.
Project Facility
Resource
Seller, Acquisition Date
Approximate
Nameplate Capacity (
MW)
 
Location
Ownership Percentage
Actual COD
PPA
Contract Period
Acquisitions for the Year Ended December 31, 2016
Boulder 1
Solar
SunPower Corporation,
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
100
%
(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 Corporation,
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
%
 
April 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
100
%
(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
(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 originally purchased 90%, with a minority owner owning 10%. During 2017, the Company acquired the remaining 10% ownership interest. See Note 10 for additional information.
(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 PPA and the expansion PPA, approximately $442 million of assets, primarily related to property, plant, and equipment, are subject to lien at December 31, 2017.
(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 Wind Global LLC, owning 9.9%.
The following table presents the Company's acquisition activity for the year ended, and subsequent to, December 31, 2017.
Project Facility
Resource
Seller, Acquisition Date
Approximate Nameplate Capacity (MW)
 
Location
Ownership Percentage
Actual / Expected COD
PPA Contract Period
Business Acquisitions During the Year Ended December 31, 2017
Bethel
Wind
Invenergy Wind Global LLC,
January 6, 2017
276
 
Castro County, TX
100
%
 
January 2017
12 years
Cactus Flats(a)
Wind
RES America Developments, Inc.,
July 31, 2017
148
 
Concho County, TX
100
%
 
Third quarter 2018
12 years and 15 years
Asset Acquisitions Subsequent to December 31, 2017
Gaskell West 1
Solar
Recurrent Energy Development Holdings, LLC,
January 26, 2018
20
 
Kern County, CA
100% of Class B

(b) 
March
2018
20 years
(a)
On July 31, 2017, the Company purchased 100% of the Cactus Flats facility and commenced construction. Upon placing the facility in service, the Company expects to close on a tax equity partnership agreement that has already been executed, subject to various customary conditions at closing, and will then own 100% of the class B membership interests.
(b)
The Company owns 100% of the class B membership interest under a tax equity partnership agreement.
Business Acquisition, Pro Forma Information
The fair values of the assets acquired and liabilities assumed were finalized in 2017 and recorded as follows:
 
2017
 
(in millions)
Restricted cash
$
16

CWIP
534

Other assets
5

Accounts payable
(16
)
Total purchase price
$
539