|
Commission
File Number
|
|
Registrant, State of Incorporation,
Address and Telephone Number
|
|
I.R.S. Employer
Identification No.
|
1-3526
|
|
The Southern Company
(A Delaware Corporation)
30 Ivan Allen Jr. Boulevard, N.W.
Atlanta, Georgia 30308
(404) 506-5000
|
|
58-0690070
|
|
|
|
|
|
1-3164
|
|
Alabama Power Company
(An Alabama Corporation)
600 North 18
th
Street
Birmingham, Alabama 35203
(205) 257-1000
|
|
63-0004250
|
|
|
|
|
|
1-6468
|
|
Georgia Power Company
(A Georgia Corporation)
241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia 30308
(404) 506-6526
|
|
58-0257110
|
|
|
|
|
|
001-31737
|
|
Gulf Power Company
(A Florida Corporation)
One Energy Place
Pensacola, Florida 32520
(850) 444-6111
|
|
59-0276810
|
|
|
|
|
|
001-11229
|
|
Mississippi Power Company
(A Mississippi Corporation)
2992 West Beach Boulevard
Gulfport, Mississippi 39501
(228) 864-1211
|
|
64-0205820
|
|
|
|
|
|
333-98553
|
|
Southern Power Company
(A Delaware Corporation)
30 Ivan Allen Jr. Boulevard, N.W.
Atlanta, Georgia 30308
(404) 506-5000
|
|
58-2598670
|
Registrant
|
|
Large
Accelerated
Filer
|
|
Accelerated
Filer
|
|
Non-
accelerated
Filer
|
|
Smaller
Reporting
Company
|
The Southern Company
|
|
X
|
|
|
|
|
|
|
Alabama Power Company
|
|
|
|
|
|
X
|
|
|
Georgia Power Company
|
|
|
|
|
|
X
|
|
|
Gulf Power Company
|
|
|
|
|
|
X
|
|
|
Mississippi Power Company
|
|
|
|
|
|
X
|
|
|
Southern Power Company
|
|
|
|
|
|
X
|
|
|
Registrant
|
|
Description of
Common Stock
|
|
Shares Outstanding at March 31, 2016
|
|
The Southern Company
|
|
Par Value $5 Per Share
|
|
918,258,425
|
|
Alabama Power Company
|
|
Par Value $40 Per Share
|
|
30,537,500
|
|
Georgia Power Company
|
|
Without Par Value
|
|
9,261,500
|
|
Gulf Power Company
|
|
Without Par Value
|
|
5,642,717
|
|
Mississippi Power Company
|
|
Without Par Value
|
|
1,121,000
|
|
Southern Power Company
|
|
Par Value $0.01 Per Share
|
|
1,000
|
|
|
|
Page
Number
|
|
|
|
|
PART I—FINANCIAL INFORMATION
|
|
|
|
|
Item 1.
|
Financial Statements (Unaudited)
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
Item 3.
|
||
Item 4.
|
|
|
Page
Number
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Inapplicable
|
Item 3.
|
Defaults Upon Senior Securities
|
Inapplicable
|
Item 4.
|
Mine Safety Disclosures
|
Inapplicable
|
Item 5.
|
Other Information
|
Inapplicable
|
Item 6.
|
||
|
Term
|
Meaning
|
|
|
2012 MPSC CPCN Order
|
A detailed order issued by the Mississippi PSC in April 2012 confirming the CPCN originally approved by the Mississippi PSC in 2010 authorizing the acquisition, construction, and operation of the Kemper IGCC
|
2013 ARP
|
Alternative Rate Plan approved by the Georgia PSC in 2013 for Georgia Power for the years 2014 through 2016 and subsequently extended through 2019
|
AFUDC
|
Allowance for funds used during construction
|
AGL Resources
|
AGL Resources Inc.
|
Alabama Power
|
Alabama Power Company
|
ASC
|
Accounting Standards Codification
|
ASU
|
Accounting Standards Update
|
Baseload Act
|
State of Mississippi legislation designed to enhance the Mississippi PSC's authority to facilitate development and construction of baseload generation in the State of Mississippi
|
Bridge Agreement
|
Senior unsecured Bridge Credit Agreement, dated as of September 30, 2015, among Southern Company, the lenders identified therein, and Citibank, N.A.
|
CCR
|
Coal combustion residuals
|
Clean Air Act
|
Clean Air Act Amendments of 1990
|
CO
2
|
Carbon dioxide
|
COD
|
Commercial operation date
|
Contractor
|
Westinghouse and its affiliate, WECTEC Global Project Services Inc. (formerly known as CB&I Stone & Webster, Inc.), formerly a subsidiary of The Shaw Group Inc. and Chicago Bridge & Iron Company N.V.
|
CPCN
|
Certificate of public convenience and necessity
|
CWIP
|
Construction work in progress
|
DOE
|
U.S. Department of Energy
|
ECO Plan
|
Mississippi Power's Environmental Compliance Overview Plan
|
Eligible Project Costs
|
Certain costs of construction relating to Plant Vogtle Units 3 and 4 that are eligible for financing under the Title XVII Loan Guarantee Program
|
EPA
|
U.S. Environmental Protection Agency
|
FASB
|
Financial Accounting Standards Board
|
FERC
|
Federal Energy Regulatory Commission
|
FFB
|
Federal Financing Bank
|
Fitch
|
Fitch Ratings, Inc.
|
Form 10-K
|
Combined Annual Report on Form 10-K of Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Southern Power for the year ended December 31, 2015
|
GAAP
|
U.S. generally accepted accounting principles
|
Georgia Power
|
Georgia Power Company
|
Gulf Power
|
Gulf Power Company
|
IGCC
|
Integrated coal gasification combined cycle
|
IIC
|
Intercompany interchange contract
|
Internal Revenue Code
|
Internal Revenue Code of 1986, as amended
|
IRS
|
Internal Revenue Service
|
ITC
|
Investment tax credit
|
Kemper IGCC
|
IGCC facility under construction by Mississippi Power in Kemper County, Mississippi
|
KWH
|
Kilowatt-hour
|
LIBOR
|
London Interbank Offered Rate
|
MATS rule
|
Mercury and Air Toxics Standards rule
|
Merger
|
The merger of Merger Sub with and into AGL Resources on the terms and subject to the conditions set forth in the Merger Agreement, with AGL Resources continuing as the surviving corporation and a wholly-owned, direct subsidiary of Southern Company
|
Term
|
Meaning
|
|
|
Merger Agreement
|
Agreement and Plan of Merger, dated as of August 23, 2015, among Southern Company, AGL Resources, and Merger Sub
|
Merger Sub
|
AMS Corp., a wholly-owned, direct subsidiary of Southern Company
|
Mirror CWIP
|
A regulatory liability account for use in mitigating future rate impacts for Mississippi Power customers
|
Mississippi Power
|
Mississippi Power Company
|
mmBtu
|
Million British thermal units
|
Moody's
|
Moody's Investors Service, Inc.
|
MW
|
Megawatt
|
NCCR
|
Georgia Power's Nuclear Construction Cost Recovery
|
NRC
|
U.S. Nuclear Regulatory Commission
|
OCI
|
Other comprehensive income
|
PEP
|
Mississippi Power's Performance Evaluation Plan
|
Plant Vogtle Units 3 and 4
|
Two new nuclear generating units under construction at Georgia Power's Plant Vogtle
|
power pool
|
The operating arrangement whereby the integrated generating resources of the traditional operating companies and Southern Power Company (excluding subsidiaries) are subject to joint commitment and dispatch in order to serve their combined load obligations
|
PPA
|
Power purchase agreement
|
PSC
|
Public Service Commission
|
PTC
|
Production tax credit
|
Rate CNP
|
Alabama Power's Rate Certificated New Plant
|
Rate CNP Compliance
|
Alabama Power's Rate Certificated New Plant Compliance
|
Rate CNP PPA
|
Alabama Power's Rate Certificated New Plant Power Purchase Agreement
|
Rate RSE
|
Alabama Power's Rate Stabilization and Equalization plan
|
registrants
|
Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Southern Power Company
|
ROE
|
Return on equity
|
S&P
|
Standard and Poor's Ratings Services, a division of The McGraw Hill Companies, Inc.
|
scrubber
|
Flue gas desulfurization system
|
SEC
|
U.S. Securities and Exchange Commission
|
SMEPA
|
South Mississippi Electric Power Association
|
Southern Company
|
The Southern Company
|
Southern Company system
|
Southern Company, the traditional operating companies, Southern Power, Southern Electric Generating Company, Southern Nuclear, Southern Company Services, Inc. (the Southern Company system service company), Southern Communications Services, Inc., and other subsidiaries
|
Southern Nuclear
|
Southern Nuclear Operating Company, Inc.
|
Southern Power
|
Southern Power Company and its subsidiaries
|
traditional operating companies
|
Alabama Power, Georgia Power, Gulf Power, and Mississippi Power
|
Vogtle Owners
|
Georgia Power, Oglethorpe Power Corporation, the Municipal Electric Authority of Georgia, and the City of Dalton, Georgia, an incorporated municipality in the State of Georgia acting by and through its Board of Water, Light, and Sinking Fund Commissioners
|
Westinghouse
|
Westinghouse Electric Company LLC
|
•
|
the impact of recent and future federal and state regulatory changes, including legislative and regulatory initiatives regarding deregulation and restructuring of the electric utility industry, environmental laws regulating emissions, discharges, and disposal to air, water, and land, and also changes in tax and other laws and regulations to which Southern Company and its subsidiaries are subject, as well as changes in application of existing laws and regulations;
|
•
|
current and future litigation, regulatory investigations, proceedings, or inquiries, including, without limitation, IRS and state tax audits;
|
•
|
the effects, extent, and timing of the entry of additional competition in the markets in which Southern Company's subsidiaries operate;
|
•
|
variations in demand for electricity, including those relating to weather, the general economy and recovery from the last recession, population and business growth (and declines), the effects of energy conservation and efficiency measures, including from the development and deployment of alternative energy sources such as self-generation and distributed generation technologies, and any potential economic impacts resulting from federal fiscal decisions;
|
•
|
available sources and costs of fuels;
|
•
|
effects of inflation;
|
•
|
the ability to control costs and avoid cost overruns during the development and construction of facilities, which include the development and construction of generating facilities with designs that have not been finalized or previously constructed, including changes in labor costs and productivity, adverse weather conditions, shortages and inconsistent quality of equipment, materials, and labor, contractor or supplier delay, non-performance under construction, operating, or other agreements, operational readiness, including specialized operator training and required site safety programs, unforeseen engineering or design problems, start-up activities (including major equipment failure and system integration), and/or operational performance (including additional costs to satisfy any operational parameters ultimately adopted by any PSC);
|
•
|
the ability to construct facilities in accordance with the requirements of permits and licenses, to satisfy any environmental performance standards and the requirements of tax credits and other incentives, and to integrate facilities into the Southern Company system upon completion of construction;
|
•
|
investment performance of Southern Company's employee and retiree benefit plans and the Southern Company system's nuclear decommissioning trust funds;
|
•
|
advances in technology;
|
•
|
state and federal rate regulations and the impact of pending and future rate cases and negotiations, including rate actions relating to fuel and other cost recovery mechanisms;
|
•
|
legal proceedings and regulatory approvals and actions related to Plant Vogtle Units 3 and 4, including Georgia PSC approvals and NRC actions;
|
•
|
actions related to cost recovery for the Kemper IGCC, including the ultimate impact of the 2015 decision of the Mississippi Supreme Court, the Mississippi PSC's December 2015 rate order, and related legal or regulatory proceedings, Mississippi PSC review of the prudence of Kemper IGCC costs and approval of further permanent rate recovery plans, actions relating to proposed securitization, satisfaction of requirements to utilize grants, and the ultimate impact of the termination of the proposed sale of an interest in the Kemper IGCC to SMEPA;
|
•
|
the ability to successfully operate the electric utilities' generating, transmission, and distribution facilities and the successful performance of necessary corporate functions;
|
•
|
the inherent risks involved in operating and constructing nuclear generating facilities, including environmental, health, regulatory, natural disaster, terrorism, and financial risks;
|
•
|
the performance of projects undertaken by the non-utility businesses and the success of efforts to invest in and develop new opportunities;
|
•
|
internal restructuring or other restructuring options that may be pursued;
|
•
|
potential business strategies, including acquisitions or dispositions of assets or businesses, which cannot be assured to be completed or beneficial to Southern Company or its subsidiaries;
|
•
|
the expected timing, likelihood, and benefits of completion of the Merger, including the failure to receive, on a timely basis or otherwise, the required approvals by government or regulatory agencies (including the terms of such approvals), the possibility that long-term financing for the Merger may not be put in place prior to the closing, the risk that a condition to closing of the Merger or funding of the Bridge Agreement may not be satisfied, the possibility that the anticipated benefits from the Merger cannot be fully realized or may take longer to realize than expected, the possibility that costs related to the integration of Southern Company and AGL Resources will be greater than expected, the credit ratings of the combined company or its subsidiaries may be different from what the parties expect, the ability to retain and hire key personnel and maintain relationships with customers, suppliers, or other business partners, the diversion of management time on Merger-related issues, and the impact of legislative, regulatory, and competitive changes;
|
•
|
the ability of counterparties of Southern Company and its subsidiaries to make payments as and when due and to perform as required;
|
•
|
the ability to obtain new short- and long-term contracts with wholesale customers;
|
•
|
the direct or indirect effect on the Southern Company system's business resulting from cyber intrusion or terrorist incidents and the threat of terrorist incidents;
|
•
|
interest rate fluctuations and financial market conditions and the results of financing efforts;
|
•
|
changes in Southern Company's and any of its subsidiaries' credit ratings, including impacts on interest rates, access to capital markets, and collateral requirements;
|
•
|
the impacts of any sovereign financial issues, including impacts on interest rates, access to capital markets, impacts on currency exchange rates, counterparty performance, and the economy in general, as well as potential impacts on the benefits of the DOE loan guarantees;
|
•
|
the ability of Southern Company's subsidiaries to obtain additional generating capacity (or sell excess generating capacity) at competitive prices;
|
•
|
catastrophic events such as fires, earthquakes, explosions, floods, hurricanes and other storms, droughts, pandemic health events such as influenzas, or other similar occurrences;
|
•
|
the direct or indirect effects on the Southern Company system's business resulting from incidents affecting the U.S. electric grid or operation of generating resources;
|
•
|
the effect of accounting pronouncements issued periodically by standard-setting bodies; and
|
•
|
other factors discussed elsewhere herein and in other reports (including the Form 10-K) filed by the registrants from time to time with the SEC.
|
|
For the Three Months
Ended March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Operating Revenues:
|
|
|
|
||||
Retail revenues
|
$
|
3,377
|
|
|
$
|
3,542
|
|
Wholesale revenues
|
396
|
|
|
467
|
|
||
Other electric revenues
|
181
|
|
|
163
|
|
||
Other revenues
|
11
|
|
|
11
|
|
||
Total operating revenues
|
3,965
|
|
|
4,183
|
|
||
Operating Expenses:
|
|
|
|
||||
Fuel
|
911
|
|
|
1,212
|
|
||
Purchased power
|
165
|
|
|
144
|
|
||
Other operations and maintenance
|
1,106
|
|
|
1,122
|
|
||
Depreciation and amortization
|
541
|
|
|
487
|
|
||
Taxes other than income taxes
|
256
|
|
|
252
|
|
||
Estimated loss on Kemper IGCC
|
53
|
|
|
9
|
|
||
Total operating expenses
|
3,032
|
|
|
3,226
|
|
||
Operating Income
|
933
|
|
|
957
|
|
||
Other Income and (Expense):
|
|
|
|
||||
Allowance for equity funds used during construction
|
53
|
|
|
63
|
|
||
Interest expense, net of amounts capitalized
|
(246
|
)
|
|
(213
|
)
|
||
Other income (expense), net
|
(21
|
)
|
|
(8
|
)
|
||
Total other income and (expense)
|
(214
|
)
|
|
(158
|
)
|
||
Earnings Before Income Taxes
|
719
|
|
|
799
|
|
||
Income taxes
|
222
|
|
|
274
|
|
||
Consolidated Net Income
|
497
|
|
|
525
|
|
||
Less:
|
|
|
|
||||
Dividends on Preferred and Preference Stock of Subsidiaries
|
11
|
|
|
17
|
|
||
Net income attributable to noncontrolling interests
|
1
|
|
|
—
|
|
||
Consolidated Net Income Attributable to Southern Company
|
$
|
485
|
|
|
$
|
508
|
|
Common Stock Data:
|
|
|
|
||||
Earnings per share (EPS) —
|
|
|
|
||||
Basic EPS
|
$
|
0.53
|
|
|
$
|
0.56
|
|
Diluted EPS
|
$
|
0.53
|
|
|
$
|
0.56
|
|
Average number of shares of common stock outstanding (in millions)
|
|
|
|
||||
Basic
|
916
|
|
|
910
|
|
||
Diluted
|
922
|
|
|
915
|
|
||
Cash dividends paid per share of common stock
|
$
|
0.5425
|
|
|
$
|
0.5250
|
|
|
For the Three Months
Ended March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Consolidated Net Income
|
$
|
497
|
|
|
$
|
525
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Qualifying hedges:
|
|
|
|
||||
Changes in fair value, net of tax of $(72) and $(11), respectively
|
(117
|
)
|
|
(18
|
)
|
||
Reclassification adjustment for amounts included in net income,
net of tax of $1 and $1, respectively |
2
|
|
|
1
|
|
||
Pension and other post retirement benefit plans:
|
|
|
|
||||
Reclassification adjustment for amounts included in net income,
net of tax of $1 and $1, respectively |
1
|
|
|
2
|
|
||
Total other comprehensive income (loss)
|
(114
|
)
|
|
(15
|
)
|
||
Less:
|
|
|
|
||||
Dividends on preferred and preference stock of subsidiaries
|
11
|
|
|
17
|
|
||
Comprehensive income attributable to noncontrolling interests
|
1
|
|
|
—
|
|
||
Consolidated Comprehensive Income Attributable to Southern Company
|
$
|
371
|
|
|
$
|
493
|
|
|
For the Three Months
Ended March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Operating Activities:
|
|
|
|
||||
Consolidated net income
|
$
|
497
|
|
|
$
|
525
|
|
Adjustments to reconcile consolidated net income to net cash provided from operating activities —
|
|
|
|
||||
Depreciation and amortization, total
|
639
|
|
|
578
|
|
||
Deferred income taxes
|
(4
|
)
|
|
113
|
|
||
Allowance for equity funds used during construction
|
(53
|
)
|
|
(63
|
)
|
||
Stock based compensation expense
|
58
|
|
|
56
|
|
||
Estimated loss on Kemper IGCC
|
53
|
|
|
9
|
|
||
Other, net
|
(13
|
)
|
|
4
|
|
||
Changes in certain current assets and liabilities —
|
|
|
|
||||
-Receivables
|
235
|
|
|
180
|
|
||
-Fossil fuel stock
|
31
|
|
|
76
|
|
||
-Materials and supplies
|
(14
|
)
|
|
4
|
|
||
-Other current assets
|
(90
|
)
|
|
(89
|
)
|
||
-Accounts payable
|
(72
|
)
|
|
(426
|
)
|
||
-Accrued taxes
|
(60
|
)
|
|
197
|
|
||
-Accrued compensation
|
(332
|
)
|
|
(381
|
)
|
||
-Retail fuel cost over recovery - short-term
|
25
|
|
|
49
|
|
||
-Mirror CWIP
|
—
|
|
|
40
|
|
||
-Other current liabilities
|
(35
|
)
|
|
41
|
|
||
Net cash provided from operating activities
|
865
|
|
|
913
|
|
||
Investing Activities:
|
|
|
|
||||
Plant acquisitions
|
(114
|
)
|
|
(6
|
)
|
||
Property additions
|
(1,872
|
)
|
|
(1,091
|
)
|
||
Investment in restricted cash
|
(289
|
)
|
|
—
|
|
||
Distribution of restricted cash
|
292
|
|
|
—
|
|
||
Nuclear decommissioning trust fund purchases
|
(316
|
)
|
|
(290
|
)
|
||
Nuclear decommissioning trust fund sales
|
311
|
|
|
284
|
|
||
Cost of removal, net of salvage
|
(52
|
)
|
|
(36
|
)
|
||
Change in construction payables, net
|
(94
|
)
|
|
65
|
|
||
Prepaid long-term service agreement
|
(49
|
)
|
|
(37
|
)
|
||
Other investing activities
|
(14
|
)
|
|
4
|
|
||
Net cash used for investing activities
|
(2,197
|
)
|
|
(1,107
|
)
|
||
Financing Activities:
|
|
|
|
||||
Increase in notes payable, net
|
294
|
|
|
597
|
|
||
Proceeds —
|
|
|
|
||||
Long-term debt issuances
|
1,997
|
|
|
550
|
|
||
Common stock issuances
|
270
|
|
|
112
|
|
||
Short-term borrowings
|
—
|
|
|
280
|
|
||
Redemptions and repurchases —
|
|
|
|
||||
Long-term debt
|
(888
|
)
|
|
(333
|
)
|
||
Common stock repurchased
|
—
|
|
|
(115
|
)
|
||
Short-term borrowings
|
(475
|
)
|
|
—
|
|
||
Distributions to noncontrolling interests
|
(4
|
)
|
|
—
|
|
||
Capital contributions from noncontrolling interests
|
131
|
|
|
—
|
|
||
Purchase of membership interests from noncontrolling interests
|
(129
|
)
|
|
—
|
|
||
Payment of common stock dividends
|
(497
|
)
|
|
(478
|
)
|
||
Other financing activities
|
(17
|
)
|
|
(17
|
)
|
||
Net cash provided from financing activities
|
682
|
|
|
596
|
|
||
Net Change in Cash and Cash Equivalents
|
(650
|
)
|
|
402
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
1,404
|
|
|
710
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
754
|
|
|
$
|
1,112
|
|
Supplemental Cash Flow Information:
|
|
|
|
||||
Cash paid (received) during the period for --
|
|
|
|
||||
Interest (net of $30 and $32 capitalized for 2016 and 2015, respectively)
|
$
|
224
|
|
|
$
|
207
|
|
Income taxes, net
|
(141
|
)
|
|
(289
|
)
|
||
Noncash transactions — Accrued property additions at end of period
|
731
|
|
|
347
|
|
Assets
|
|
At March 31,
2016 |
|
At December 31,
2015 |
||||
|
|
(in millions)
|
||||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
754
|
|
|
$
|
1,404
|
|
Receivables —
|
|
|
|
|
||||
Customer accounts receivable
|
|
988
|
|
|
1,058
|
|
||
Unbilled revenues
|
|
380
|
|
|
397
|
|
||
Under recovered regulatory clause revenues
|
|
43
|
|
|
63
|
|
||
Income taxes receivable, current
|
|
—
|
|
|
144
|
|
||
Other accounts and notes receivable
|
|
236
|
|
|
398
|
|
||
Accumulated provision for uncollectible accounts
|
|
(13
|
)
|
|
(13
|
)
|
||
Fossil fuel stock, at average cost
|
|
837
|
|
|
868
|
|
||
Materials and supplies, at average cost
|
|
1,085
|
|
|
1,061
|
|
||
Vacation pay
|
|
181
|
|
|
178
|
|
||
Prepaid expenses
|
|
486
|
|
|
495
|
|
||
Other regulatory assets, current
|
|
394
|
|
|
402
|
|
||
Other current assets
|
|
90
|
|
|
71
|
|
||
Total current assets
|
|
5,461
|
|
|
6,526
|
|
||
Property, Plant, and Equipment:
|
|
|
|
|
||||
In service
|
|
76,553
|
|
|
75,118
|
|
||
Less accumulated depreciation
|
|
24,566
|
|
|
24,253
|
|
||
Plant in service, net of depreciation
|
|
51,987
|
|
|
50,865
|
|
||
Other utility plant, net
|
|
218
|
|
|
233
|
|
||
Nuclear fuel, at amortized cost
|
|
941
|
|
|
934
|
|
||
Construction work in progress
|
|
9,406
|
|
|
9,082
|
|
||
Total property, plant, and equipment
|
|
62,552
|
|
|
61,114
|
|
||
Other Property and Investments:
|
|
|
|
|
||||
Nuclear decommissioning trusts, at fair value
|
|
1,540
|
|
|
1,512
|
|
||
Leveraged leases
|
|
761
|
|
|
755
|
|
||
Miscellaneous property and investments
|
|
488
|
|
|
485
|
|
||
Total other property and investments
|
|
2,789
|
|
|
2,752
|
|
||
Deferred Charges and Other Assets:
|
|
|
|
|
||||
Deferred charges related to income taxes
|
|
1,572
|
|
|
1,560
|
|
||
Unamortized loss on reacquired debt
|
|
220
|
|
|
227
|
|
||
Other regulatory assets, deferred
|
|
4,957
|
|
|
4,989
|
|
||
Income taxes receivable, non-current
|
|
413
|
|
|
413
|
|
||
Other deferred charges and assets
|
|
771
|
|
|
737
|
|
||
Total deferred charges and other assets
|
|
7,933
|
|
|
7,926
|
|
||
Total Assets
|
|
$
|
78,735
|
|
|
$
|
78,318
|
|
Liabilities and Stockholders' Equity
|
|
At March 31,
2016 |
|
At December 31,
2015 |
||||
|
|
(in millions)
|
||||||
Current Liabilities:
|
|
|
|
|
||||
Securities due within one year
|
|
$
|
2,392
|
|
|
$
|
2,674
|
|
Notes payable
|
|
1,195
|
|
|
1,376
|
|
||
Accounts payable
|
|
1,584
|
|
|
1,905
|
|
||
Customer deposits
|
|
406
|
|
|
404
|
|
||
Accrued taxes —
|
|
|
|
|
||||
Accrued income taxes
|
|
14
|
|
|
19
|
|
||
Other accrued taxes
|
|
240
|
|
|
484
|
|
||
Accrued interest
|
|
255
|
|
|
249
|
|
||
Accrued vacation pay
|
|
228
|
|
|
228
|
|
||
Accrued compensation
|
|
212
|
|
|
549
|
|
||
Asset retirement obligations, current
|
|
237
|
|
|
217
|
|
||
Liabilities from risk management activities
|
|
319
|
|
|
156
|
|
||
Other regulatory liabilities, current
|
|
210
|
|
|
278
|
|
||
Other current liabilities
|
|
564
|
|
|
590
|
|
||
Total current liabilities
|
|
7,856
|
|
|
9,129
|
|
||
Long-term Debt
|
|
26,091
|
|
|
24,688
|
|
||
Deferred Credits and Other Liabilities:
|
|
|
|
|
||||
Accumulated deferred income taxes
|
|
12,274
|
|
|
12,322
|
|
||
Deferred credits related to income taxes
|
|
185
|
|
|
187
|
|
||
Accumulated deferred investment tax credits
|
|
1,350
|
|
|
1,219
|
|
||
Employee benefit obligations
|
|
2,546
|
|
|
2,582
|
|
||
Asset retirement obligations, deferred
|
|
3,504
|
|
|
3,542
|
|
||
Unrecognized tax benefits
|
|
375
|
|
|
370
|
|
||
Other cost of removal obligations
|
|
1,151
|
|
|
1,162
|
|
||
Other regulatory liabilities, deferred
|
|
303
|
|
|
254
|
|
||
Other deferred credits and liabilities
|
|
754
|
|
|
720
|
|
||
Total deferred credits and other liabilities
|
|
22,442
|
|
|
22,358
|
|
||
Total Liabilities
|
|
56,389
|
|
|
56,175
|
|
||
Redeemable Preferred Stock of Subsidiaries
|
|
118
|
|
|
118
|
|
||
Redeemable Noncontrolling Interests
|
|
44
|
|
|
43
|
|
||
Stockholders' Equity:
|
|
|
|
|
||||
Common Stockholders' Equity:
|
|
|
|
|
||||
Common stock, par value $5 per share —
|
|
|
|
|
||||
Authorized — 1.5 billion shares
|
|
|
|
|
||||
Issued -- March 31, 2016: 922 million shares
|
|
|
|
|
||||
-- December 31, 2015: 915 million shares
|
|
|
|
|
||||
Treasury -- March 31, 2016: 3.4 million shares
|
|
|
|
|
||||
-- December 31, 2015: 3.4 million shares
|
|
|
|
|
||||
Par value
|
|
4,604
|
|
|
4,572
|
|
||
Paid-in capital
|
|
6,582
|
|
|
6,282
|
|
||
Treasury, at cost
|
|
(144
|
)
|
|
(142
|
)
|
||
Retained earnings
|
|
9,999
|
|
|
10,010
|
|
||
Accumulated other comprehensive loss
|
|
(244
|
)
|
|
(130
|
)
|
||
Total Common Stockholders' Equity
|
|
20,797
|
|
|
20,592
|
|
||
Preferred and Preference Stock of Subsidiaries
|
|
609
|
|
|
609
|
|
||
Noncontrolling Interests
|
|
778
|
|
|
781
|
|
||
Total Stockholders' Equity
|
|
22,184
|
|
|
21,982
|
|
||
Total Liabilities and Stockholders' Equity
|
|
$
|
78,735
|
|
|
$
|
78,318
|
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(23)
|
|
(4.5)
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(165)
|
|
(4.7)
|
|
|
First Quarter 2016
|
|||||
|
|
(in millions)
|
|
(% change)
|
|||
Retail – prior year
|
|
$
|
3,542
|
|
|
|
|
Estimated change resulting from –
|
|
|
|
|
|||
Rates and pricing
|
|
110
|
|
|
3.1
|
|
|
Sales growth
|
|
22
|
|
|
0.6
|
|
|
Weather
|
|
(85
|
)
|
|
(2.4
|
)
|
|
Fuel and other cost recovery
|
|
(212
|
)
|
|
(6.0
|
)
|
|
Retail – current year
|
|
$
|
3,377
|
|
|
(4.7
|
)%
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(71)
|
|
(15.2)
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$18
|
|
11.0
|
|
|
First Quarter 2016
vs. First Quarter 2015 |
||||
|
|
(change in millions)
|
|
(% change)
|
||
Fuel
|
|
$
|
(301
|
)
|
|
(24.8)
|
Purchased power
|
|
21
|
|
|
14.6
|
|
Total fuel and purchased power expenses
|
|
$
|
(280
|
)
|
|
|
|
|
First Quarter
2016 |
|
First Quarter
2015 |
Total generation
(billions of KWHs)
|
|
44
|
|
46
|
Total purchased power
(billions of KWHs)
|
|
4
|
|
3
|
Sources of generation
(percent)
—
|
|
|
|
|
Coal
|
|
27
|
|
33
|
Nuclear
|
|
17
|
|
16
|
Gas
|
|
47
|
|
47
|
Hydro
|
|
7
|
|
3
|
Other Renewables
|
|
2
|
|
1
|
Cost of fuel, generated
(cents per net KWH)
—
|
|
|
|
|
Coal
|
|
3.24
|
|
3.70
|
Nuclear
|
|
0.82
|
|
0.67
|
Gas
|
|
2.16
|
|
2.71
|
Average cost of fuel, generated
(cents per net KWH)
|
|
2.23
|
|
2.71
|
Average cost of purchased power
(cents per net KWH)
(*)
|
|
5.27
|
|
7.18
|
(*)
|
Average cost of purchased power includes fuel purchased by the Southern Company system for tolling agreements where power is generated by the provider.
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(16)
|
|
(1.4)
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$54
|
|
11.1
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$44
|
|
N/M
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(10)
|
|
(15.9)
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$33
|
|
15.5
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(13)
|
|
N/M
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(52)
|
|
(19.0)
|
|
Expires
|
|
|
|
Executable Term
Loans
|
|
Due Within One
Year
|
|||||||||||||||||||||||||||||
Company
|
2016
|
2017
|
2018
|
2020
|
|
Total
|
|
Unused
|
|
One
Year
|
|
Two
Years
|
|
Term
Out
|
|
No Term
Out
|
||||||||||||||||||||
|
|
|
|
(in millions)
|
|
(in millions)
|
|
(in millions)
|
||||||||||||||||||||||||||||
Southern Company
(a)
|
$
|
—
|
|
$
|
—
|
|
$
|
1,000
|
|
$
|
1,250
|
|
|
$
|
2,250
|
|
|
$
|
2,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Alabama Power
|
40
|
|
—
|
|
500
|
|
800
|
|
|
1,340
|
|
|
1,340
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
||||||||||
Georgia Power
|
—
|
|
—
|
|
—
|
|
1,750
|
|
|
1,750
|
|
|
1,732
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Gulf Power
|
75
|
|
40
|
|
165
|
|
—
|
|
|
280
|
|
|
280
|
|
|
45
|
|
|
—
|
|
|
45
|
|
|
40
|
|
||||||||||
Mississippi Power
|
205
|
|
—
|
|
—
|
|
—
|
|
|
205
|
|
|
180
|
|
|
30
|
|
|
15
|
|
|
45
|
|
|
160
|
|
||||||||||
Southern Power Company
(b)
|
—
|
|
—
|
|
—
|
|
600
|
|
|
600
|
|
|
560
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Other
|
70
|
|
—
|
|
—
|
|
—
|
|
|
70
|
|
|
70
|
|
|
20
|
|
|
—
|
|
|
20
|
|
|
50
|
|
||||||||||
Total
|
$
|
390
|
|
$
|
40
|
|
$
|
1,665
|
|
$
|
4,400
|
|
|
$
|
6,495
|
|
|
$
|
6,412
|
|
|
$
|
95
|
|
|
$
|
15
|
|
|
$
|
110
|
|
|
$
|
290
|
|
(a)
|
Excludes the $8.1 billion Bridge Agreement entered into in September 2015 that will be funded only to the extent necessary to provide financing for the Merger as discussed herein.
|
(b)
|
Excludes credit agreements (Project Credit Facilities) assumed with the acquisition of certain solar facilities, which are non-recourse to Southern Power Company, the proceeds of which are being used to finance project costs related to such solar facilities currently under construction. See Note (I) to the Condensed Financial Statements under "Southern Power" herein for additional information.
|
|
|
Short-term Debt at
March 31, 2016
|
|
Short-term Debt During the Period
(*)
|
||||||||||||||
|
|
Amount
Outstanding
|
|
Weighted
Average
Interest
Rate
|
|
Average
Amount
Outstanding
|
|
Weighted
Average
Interest
Rate
|
|
Maximum
Amount
Outstanding
|
||||||||
|
|
(in millions)
|
|
|
|
(in millions)
|
|
|
|
(in millions)
|
||||||||
Commercial paper
|
|
$
|
757
|
|
|
0.8
|
%
|
|
$
|
853
|
|
|
0.8
|
%
|
|
$
|
1,233
|
|
Short-term bank debt
|
|
25
|
|
|
2.1
|
%
|
|
375
|
|
|
1.9
|
%
|
|
500
|
|
|||
Total
|
|
$
|
782
|
|
|
0.9
|
%
|
|
$
|
1,228
|
|
|
1.0
|
%
|
|
|
(*)
|
Average and maximum amounts are based upon daily balances during the three-month period ended
March 31, 2016
.
|
Credit Ratings
|
Maximum Potential
Collateral
Requirements
|
||
|
(in millions)
|
||
At BBB and/or Baa2
|
$
|
12
|
|
At BBB- and/or Baa3
|
$
|
511
|
|
Below BBB- and/or Baa3
|
$
|
2,335
|
|
Company
(a)
|
Senior
Note Issuances
|
|
Senior
Note Maturities and Redemptions
|
|
Revenue
Bond
Maturities, Redemptions, and
Repurchases
|
|
Other
Long-Term
Debt
Issuances
|
|
Other
Long-Term
Debt Redemptions
and
Maturities
(b)
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Alabama Power
|
$
|
400
|
|
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
45
|
|
|
$
|
—
|
|
Georgia Power
|
650
|
|
|
250
|
|
|
4
|
|
|
—
|
|
|
1
|
|
|||||
Mississippi Power
|
—
|
|
|
—
|
|
|
—
|
|
|
1,100
|
|
|
426
|
|
|||||
Southern Power
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Elimination
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
(200
|
)
|
|
—
|
|
|||||
Total
|
$
|
1,050
|
|
|
$
|
450
|
|
|
$
|
4
|
|
|
$
|
947
|
|
|
$
|
434
|
|
(a)
|
Southern Company and Gulf Power did not issue or redeem any long-term debt during the first three months of 2016.
|
(b)
|
Includes reductions in capital lease obligations resulting from cash payments under capital leases.
|
(c)
|
Intercompany loans from Southern Company to Mississippi Power eliminated in Southern Company's Consolidated Financial Statements.
|
(a)
|
Evaluation of disclosure controls and procedures.
|
(b)
|
Changes in internal controls over financial reporting.
|
|
For the Three Months
Ended March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Operating Revenues:
|
|
|
|
||||
Retail revenues
|
$
|
1,193
|
|
|
$
|
1,268
|
|
Wholesale revenues, non-affiliates
|
63
|
|
|
65
|
|
||
Wholesale revenues, affiliates
|
22
|
|
|
15
|
|
||
Other revenues
|
53
|
|
|
53
|
|
||
Total operating revenues
|
1,331
|
|
|
1,401
|
|
||
Operating Expenses:
|
|
|
|
||||
Fuel
|
268
|
|
|
310
|
|
||
Purchased power, non-affiliates
|
36
|
|
|
41
|
|
||
Purchased power, affiliates
|
33
|
|
|
53
|
|
||
Other operations and maintenance
|
392
|
|
|
399
|
|
||
Depreciation and amortization
|
172
|
|
|
158
|
|
||
Taxes other than income taxes
|
97
|
|
|
94
|
|
||
Total operating expenses
|
998
|
|
|
1,055
|
|
||
Operating Income
|
333
|
|
|
346
|
|
||
Other Income and (Expense):
|
|
|
|
||||
Allowance for equity funds used during construction
|
10
|
|
|
15
|
|
||
Interest expense, net of amounts capitalized
|
(73
|
)
|
|
(65
|
)
|
||
Other income (expense), net
|
(8
|
)
|
|
(4
|
)
|
||
Total other income and (expense)
|
(71
|
)
|
|
(54
|
)
|
||
Earnings Before Income Taxes
|
262
|
|
|
292
|
|
||
Income taxes
|
103
|
|
|
113
|
|
||
Net Income
|
159
|
|
|
179
|
|
||
Dividends on Preferred and Preference Stock
|
4
|
|
|
10
|
|
||
Net Income After Dividends on Preferred and Preference Stock
|
$
|
155
|
|
|
$
|
169
|
|
|
For the Three Months
Ended March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Net Income
|
$
|
159
|
|
|
$
|
179
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Qualifying hedges:
|
|
|
|
||||
Changes in fair value, net of tax of $(1) and $(2), respectively
|
(2
|
)
|
|
(4
|
)
|
||
Reclassification adjustment for amounts included in net income,
net of tax of $1 and $-, respectively |
1
|
|
|
—
|
|
||
Total other comprehensive income (loss)
|
(1
|
)
|
|
(4
|
)
|
||
Comprehensive Income
|
$
|
158
|
|
|
$
|
175
|
|
|
For the Three Months
Ended March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Operating Activities:
|
|
|
|
||||
Net income
|
$
|
159
|
|
|
$
|
179
|
|
Adjustments to reconcile net income to net cash provided from operating activities —
|
|
|
|
||||
Depreciation and amortization, total
|
211
|
|
|
196
|
|
||
Deferred income taxes
|
68
|
|
|
16
|
|
||
Allowance for equity funds used during construction
|
(10
|
)
|
|
(15
|
)
|
||
Other, net
|
(3
|
)
|
|
2
|
|
||
Changes in certain current assets and liabilities —
|
|
|
|
||||
-Receivables
|
191
|
|
|
(3
|
)
|
||
-Fossil fuel stock
|
(27
|
)
|
|
—
|
|
||
-Materials and supplies
|
(8
|
)
|
|
12
|
|
||
-Other current assets
|
(79
|
)
|
|
(80
|
)
|
||
-Accounts payable
|
(143
|
)
|
|
(229
|
)
|
||
-Accrued taxes
|
64
|
|
|
246
|
|
||
-Accrued compensation
|
(75
|
)
|
|
(89
|
)
|
||
-Retail fuel cost over recovery
|
(1
|
)
|
|
34
|
|
||
-Other current liabilities
|
(8
|
)
|
|
21
|
|
||
Net cash provided from operating activities
|
339
|
|
|
290
|
|
||
Investing Activities:
|
|
|
|
||||
Property additions
|
(313
|
)
|
|
(325
|
)
|
||
Nuclear decommissioning trust fund purchases
|
(105
|
)
|
|
(129
|
)
|
||
Nuclear decommissioning trust fund sales
|
105
|
|
|
129
|
|
||
Cost of removal, net of salvage
|
(31
|
)
|
|
(13
|
)
|
||
Change in construction payables
|
(15
|
)
|
|
34
|
|
||
Other investing activities
|
(9
|
)
|
|
(9
|
)
|
||
Net cash used for investing activities
|
(368
|
)
|
|
(313
|
)
|
||
Financing Activities:
|
|
|
|
||||
Proceeds —
|
|
|
|
||||
Senior notes issuances
|
400
|
|
|
550
|
|
||
Capital contributions from parent company
|
236
|
|
|
6
|
|
||
Other long-term debt issuances
|
45
|
|
|
—
|
|
||
Redemptions — Senior notes
|
(200
|
)
|
|
(250
|
)
|
||
Payment of common stock dividends
|
(191
|
)
|
|
(143
|
)
|
||
Other financing activities
|
(11
|
)
|
|
(18
|
)
|
||
Net cash provided from financing activities
|
279
|
|
|
145
|
|
||
Net Change in Cash and Cash Equivalents
|
250
|
|
|
122
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
194
|
|
|
273
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
444
|
|
|
$
|
395
|
|
Supplemental Cash Flow Information:
|
|
|
|
||||
Cash paid (received) during the period for --
|
|
|
|
||||
Interest (net of $4 and $5 capitalized for 2016 and 2015, respectively)
|
$
|
76
|
|
|
$
|
68
|
|
Income taxes, net
|
(162
|
)
|
|
(136
|
)
|
||
Noncash transactions — Accrued property additions at end of period
|
106
|
|
|
41
|
|
Assets
|
|
At March 31,
2016 |
|
At December 31,
2015 |
||||
|
|
(in millions)
|
||||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
444
|
|
|
$
|
194
|
|
Receivables —
|
|
|
|
|
||||
Customer accounts receivable
|
|
311
|
|
|
332
|
|
||
Unbilled revenues
|
|
113
|
|
|
119
|
|
||
Under recovered regulatory clause revenues
|
|
22
|
|
|
43
|
|
||
Income taxes receivable, current
|
|
—
|
|
|
142
|
|
||
Other accounts and notes receivable
|
|
25
|
|
|
20
|
|
||
Affiliated companies
|
|
38
|
|
|
50
|
|
||
Accumulated provision for uncollectible accounts
|
|
(10
|
)
|
|
(10
|
)
|
||
Fossil fuel stock, at average cost
|
|
266
|
|
|
239
|
|
||
Materials and supplies, at average cost
|
|
406
|
|
|
398
|
|
||
Vacation pay
|
|
67
|
|
|
66
|
|
||
Prepaid expenses
|
|
129
|
|
|
83
|
|
||
Other regulatory assets, current
|
|
99
|
|
|
115
|
|
||
Other current assets
|
|
10
|
|
|
10
|
|
||
Total current assets
|
|
1,920
|
|
|
1,801
|
|
||
Property, Plant, and Equipment:
|
|
|
|
|
||||
In service
|
|
25,187
|
|
|
24,750
|
|
||
Less accumulated provision for depreciation
|
|
8,791
|
|
|
8,736
|
|
||
Plant in service, net of depreciation
|
|
16,396
|
|
|
16,014
|
|
||
Nuclear fuel, at amortized cost
|
|
359
|
|
|
363
|
|
||
Construction work in progress
|
|
550
|
|
|
801
|
|
||
Total property, plant, and equipment
|
|
17,305
|
|
|
17,178
|
|
||
Other Property and Investments:
|
|
|
|
|
||||
Equity investments in unconsolidated subsidiaries
|
|
68
|
|
|
71
|
|
||
Nuclear decommissioning trusts, at fair value
|
|
746
|
|
|
737
|
|
||
Miscellaneous property and investments
|
|
99
|
|
|
96
|
|
||
Total other property and investments
|
|
913
|
|
|
904
|
|
||
Deferred Charges and Other Assets:
|
|
|
|
|
||||
Deferred charges related to income taxes
|
|
520
|
|
|
522
|
|
||
Deferred under recovered regulatory clause revenues
|
|
105
|
|
|
99
|
|
||
Other regulatory assets, deferred
|
|
1,105
|
|
|
1,114
|
|
||
Other deferred charges and assets
|
|
109
|
|
|
103
|
|
||
Total deferred charges and other assets
|
|
1,839
|
|
|
1,838
|
|
||
Total Assets
|
|
$
|
21,977
|
|
|
$
|
21,721
|
|
Liabilities and Stockholder's Equity
|
|
At March 31,
2016 |
|
At December 31,
2015 |
||||
|
|
(in millions)
|
||||||
Current Liabilities:
|
|
|
|
|
||||
Securities due within one year
|
|
$
|
200
|
|
|
$
|
200
|
|
Accounts payable —
|
|
|
|
|
||||
Affiliated
|
|
258
|
|
|
278
|
|
||
Other
|
|
271
|
|
|
410
|
|
||
Customer deposits
|
|
88
|
|
|
88
|
|
||
Accrued taxes —
|
|
|
|
|
||||
Accrued income taxes
|
|
11
|
|
|
—
|
|
||
Other accrued taxes
|
|
62
|
|
|
38
|
|
||
Accrued interest
|
|
65
|
|
|
73
|
|
||
Accrued vacation pay
|
|
55
|
|
|
55
|
|
||
Accrued compensation
|
|
47
|
|
|
119
|
|
||
Liabilities from risk management activities
|
|
37
|
|
|
55
|
|
||
Other regulatory liabilities, current
|
|
175
|
|
|
240
|
|
||
Other current liabilities
|
|
39
|
|
|
39
|
|
||
Total current liabilities
|
|
1,308
|
|
|
1,595
|
|
||
Long-term Debt
|
|
6,894
|
|
|
6,654
|
|
||
Deferred Credits and Other Liabilities:
|
|
|
|
|
||||
Accumulated deferred income taxes
|
|
4,306
|
|
|
4,241
|
|
||
Deferred credits related to income taxes
|
|
69
|
|
|
70
|
|
||
Accumulated deferred investment tax credits
|
|
116
|
|
|
118
|
|
||
Employee benefit obligations
|
|
377
|
|
|
388
|
|
||
Asset retirement obligations
|
|
1,461
|
|
|
1,448
|
|
||
Other cost of removal obligations
|
|
705
|
|
|
722
|
|
||
Other regulatory liabilities, deferred
|
|
119
|
|
|
136
|
|
||
Deferred over recovered regulatory clause revenues
|
|
64
|
|
|
—
|
|
||
Other deferred credits and liabilities
|
|
78
|
|
|
76
|
|
||
Total deferred credits and other liabilities
|
|
7,295
|
|
|
7,199
|
|
||
Total Liabilities
|
|
15,497
|
|
|
15,448
|
|
||
Redeemable Preferred Stock
|
|
85
|
|
|
85
|
|
||
Preference Stock
|
|
196
|
|
|
196
|
|
||
Common Stockholder's Equity:
|
|
|
|
|
||||
Common stock, par value $40 per share --
|
|
|
|
|
||||
Authorized - 40,000,000 shares
|
|
|
|
|
||||
Outstanding - 30,537,500 shares
|
|
1,222
|
|
|
1,222
|
|
||
Paid-in capital
|
|
2,585
|
|
|
2,341
|
|
||
Retained earnings
|
|
2,425
|
|
|
2,461
|
|
||
Accumulated other comprehensive loss
|
|
(33
|
)
|
|
(32
|
)
|
||
Total common stockholder's equity
|
|
6,199
|
|
|
5,992
|
|
||
Total Liabilities and Stockholder's Equity
|
|
$
|
21,977
|
|
|
$
|
21,721
|
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(14)
|
|
(8.3)
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(75)
|
|
(5.9)
|
|
|
First Quarter 2016
|
|||||
|
|
(in millions)
|
|
(% change)
|
|||
Retail – prior year
|
|
$
|
1,268
|
|
|
|
|
Estimated change resulting from –
|
|
|
|
|
|||
Rates and pricing
|
|
33
|
|
|
2.6
|
|
|
Sales growth
|
|
8
|
|
|
0.6
|
|
|
Weather
|
|
(45
|
)
|
|
(3.5
|
)
|
|
Fuel and other cost recovery
|
|
(71
|
)
|
|
(5.6
|
)
|
|
Retail – current year
|
|
$
|
1,193
|
|
|
(5.9
|
)%
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$7
|
|
46.7
|
|
|
First Quarter 2016
vs. First Quarter 2015 |
||||
|
|
(change in millions)
|
|
(% change)
|
||
Fuel
|
|
$
|
(42
|
)
|
|
(13.5)
|
Purchased power – non-affiliates
|
|
(5
|
)
|
|
(12.2)
|
|
Purchased power – affiliates
|
|
(20
|
)
|
|
(37.7)
|
|
Total fuel and purchased power expenses
|
|
$
|
(67
|
)
|
|
|
|
|
First Quarter 2016
|
|
First Quarter 2015
|
Total generation
(billions of KWHs)
|
|
15
|
|
15
|
Total purchased power
(billions of KWHs)
|
|
1
|
|
2
|
Sources of generation
(percent)
—
|
|
|
|
|
Coal
|
|
40
|
|
47
|
Nuclear
|
|
27
|
|
26
|
Gas
|
|
19
|
|
19
|
Hydro
|
|
14
|
|
8
|
Cost of fuel, generated
(cents per net KWH)
—
|
|
|
|
|
Coal
|
|
2.86
|
|
2.89
|
Nuclear
|
|
0.77
|
|
0.80
|
Gas
|
|
2.46
|
|
3.03
|
Average cost of fuel, generated
(cents per net KWH)
(a)
|
|
2.12
|
|
2.33
|
Average cost of purchased power
(cents per net KWH)
(b)
|
|
5.16
|
|
4.60
|
(a)
|
KWHs generated by hydro are excluded from the average cost of fuel, generated.
|
(b)
|
Average cost of purchased power includes fuel, energy, and transmission purchased by Alabama Power for tolling agreements where power is generated by the provider.
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(7)
|
|
(1.8)
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$14
|
|
8.9
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(5)
|
|
(33.3)
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$8
|
|
12.3
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(10)
|
|
(8.8)
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(6)
|
|
(60.0)
|
Expires
|
|
|
|
|
|
Due Within One
Year
|
||||||||||||||||||||
2016
|
|
2018
|
|
2020
|
|
Total
|
|
Unused
|
|
Term
Out
|
|
No Term
Out
|
||||||||||||||
(in millions)
|
|
(in millions)
|
|
(in millions)
|
||||||||||||||||||||||
$
|
40
|
|
|
$
|
500
|
|
|
$
|
800
|
|
|
$
|
1,340
|
|
|
$
|
1,340
|
|
|
$
|
—
|
|
|
$
|
40
|
|
|
|
Short-term Debt During the Period
(*)
|
|||||||||
|
|
Average
Amount
Outstanding
|
|
Weighted
Average
Interest Rate
|
|
Maximum
Amount
Outstanding
|
|||||
|
|
(in millions)
|
|
|
|
(in millions)
|
|||||
Commercial paper
|
|
$
|
19
|
|
|
0.6
|
%
|
|
$
|
100
|
|
(*)
|
Average and maximum amounts are based upon daily balances during the three-month period ended
March 31, 2016
. No short-term debt was outstanding at March 31, 2016.
|
Credit Ratings
|
Maximum Potential
Collateral
Requirements
|
||
|
(in millions)
|
||
At BBB and/or Baa2
|
$
|
1
|
|
At BBB- and/or Baa3
|
$
|
2
|
|
Below BBB- and/or Baa3
|
$
|
349
|
|
|
For the Three Months
Ended March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Operating Revenues:
|
|
|
|
||||
Retail revenues
|
$
|
1,717
|
|
|
$
|
1,814
|
|
Wholesale revenues, non-affiliates
|
41
|
|
|
68
|
|
||
Wholesale revenues, affiliates
|
5
|
|
|
8
|
|
||
Other revenues
|
109
|
|
|
88
|
|
||
Total operating revenues
|
1,872
|
|
|
1,978
|
|
||
Operating Expenses:
|
|
|
|
||||
Fuel
|
376
|
|
|
526
|
|
||
Purchased power, non-affiliates
|
83
|
|
|
60
|
|
||
Purchased power, affiliates
|
139
|
|
|
149
|
|
||
Other operations and maintenance
|
457
|
|
|
474
|
|
||
Depreciation and amortization
|
211
|
|
|
216
|
|
||
Taxes other than income taxes
|
97
|
|
|
99
|
|
||
Total operating expenses
|
1,363
|
|
|
1,524
|
|
||
Operating Income
|
509
|
|
|
454
|
|
||
Other Income and (Expense):
|
|
|
|
||||
Interest expense, net of amounts capitalized
|
(94
|
)
|
|
(89
|
)
|
||
Other income (expense), net
|
17
|
|
|
15
|
|
||
Total other income and (expense)
|
(77
|
)
|
|
(74
|
)
|
||
Earnings Before Income Taxes
|
432
|
|
|
380
|
|
||
Income taxes
|
160
|
|
|
140
|
|
||
Net Income
|
272
|
|
|
240
|
|
||
Dividends on Preferred and Preference Stock
|
4
|
|
|
4
|
|
||
Net Income After Dividends on Preferred and Preference Stock
|
$
|
268
|
|
|
$
|
236
|
|
|
For the Three Months
Ended March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Net Income
|
$
|
272
|
|
|
$
|
240
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Qualifying hedges:
|
|
|
|
||||
Changes in fair value, net of tax of $- and $(9), respectively
|
—
|
|
|
(14
|
)
|
||
Reclassification adjustment for amounts included in net
income, net of tax of $- and $-, respectively |
1
|
|
|
—
|
|
||
Total other comprehensive income (loss)
|
1
|
|
|
(14
|
)
|
||
Comprehensive Income
|
$
|
273
|
|
|
$
|
226
|
|
|
For the Three Months
Ended March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Operating Activities:
|
|
|
|
||||
Net income
|
$
|
272
|
|
|
$
|
240
|
|
Adjustments to reconcile net income to net cash provided from operating activities —
|
|
|
|
||||
Depreciation and amortization, total
|
261
|
|
|
256
|
|
||
Deferred income taxes
|
55
|
|
|
(7
|
)
|
||
Allowance for equity funds used during construction
|
(14
|
)
|
|
(15
|
)
|
||
Deferred expenses
|
38
|
|
|
33
|
|
||
Other, net
|
(9
|
)
|
|
4
|
|
||
Changes in certain current assets and liabilities —
|
|
|
|
||||
-Receivables
|
155
|
|
|
166
|
|
||
-Fossil fuel stock
|
36
|
|
|
67
|
|
||
-Prepaid income taxes
|
38
|
|
|
170
|
|
||
-Other current assets
|
12
|
|
|
(13
|
)
|
||
-Accounts payable
|
4
|
|
|
(261
|
)
|
||
-Accrued taxes
|
(235
|
)
|
|
(217
|
)
|
||
-Accrued compensation
|
(66
|
)
|
|
(81
|
)
|
||
-Other current liabilities
|
16
|
|
|
21
|
|
||
Net cash provided from operating activities
|
563
|
|
|
363
|
|
||
Investing Activities:
|
|
|
|
||||
Property additions
|
(553
|
)
|
|
(422
|
)
|
||
Nuclear decommissioning trust fund purchases
|
(211
|
)
|
|
(161
|
)
|
||
Nuclear decommissioning trust fund sales
|
206
|
|
|
155
|
|
||
Cost of removal, net of salvage
|
(15
|
)
|
|
(16
|
)
|
||
Change in construction payables, net of joint owner portion
|
(101
|
)
|
|
37
|
|
||
Prepaid long-term service agreements
|
(11
|
)
|
|
(9
|
)
|
||
Other investing activities
|
(4
|
)
|
|
11
|
|
||
Net cash used for investing activities
|
(689
|
)
|
|
(405
|
)
|
||
Financing Activities:
|
|
|
|
||||
Increase (decrease) in notes payable, net
|
(158
|
)
|
|
434
|
|
||
Proceeds —
|
|
|
|
||||
Capital contributions from parent company
|
218
|
|
|
11
|
|
||
Senior notes issuances
|
650
|
|
|
—
|
|
||
Short-term borrowings
|
—
|
|
|
250
|
|
||
Redemptions and repurchases —
|
|
|
|
||||
Pollution control revenue bonds
|
(4
|
)
|
|
—
|
|
||
Senior notes
|
(250
|
)
|
|
—
|
|
||
Payment of common stock dividends
|
(326
|
)
|
|
(259
|
)
|
||
Other financing activities
|
(11
|
)
|
|
(5
|
)
|
||
Net cash provided from financing activities
|
119
|
|
|
431
|
|
||
Net Change in Cash and Cash Equivalents
|
(7
|
)
|
|
389
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
67
|
|
|
24
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
60
|
|
|
$
|
413
|
|
Supplemental Cash Flow Information:
|
|
|
|
||||
Cash paid (received) during the period for —
|
|
|
|
||||
Interest (net of $5 and $6 capitalized for 2016 and 2015, respectively)
|
$
|
86
|
|
|
$
|
79
|
|
Income taxes, net
|
(88
|
)
|
|
(34
|
)
|
||
Noncash transactions — Accrued property additions at end of period
|
290
|
|
|
177
|
|
Assets
|
|
At March 31,
2016 |
|
At December 31,
2015 |
||||
|
|
(in millions)
|
||||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
60
|
|
|
$
|
67
|
|
Receivables —
|
|
|
|
|
||||
Customer accounts receivable
|
|
509
|
|
|
541
|
|
||
Unbilled revenues
|
|
182
|
|
|
188
|
|
||
Joint owner accounts receivable
|
|
73
|
|
|
227
|
|
||
Income taxes receivable, current
|
|
—
|
|
|
114
|
|
||
Other accounts and notes receivable
|
|
37
|
|
|
57
|
|
||
Affiliated companies
|
|
16
|
|
|
18
|
|
||
Accumulated provision for uncollectible accounts
|
|
(2
|
)
|
|
(2
|
)
|
||
Fossil fuel stock, at average cost
|
|
366
|
|
|
402
|
|
||
Materials and supplies, at average cost
|
|
463
|
|
|
449
|
|
||
Vacation pay
|
|
92
|
|
|
91
|
|
||
Prepaid income taxes
|
|
118
|
|
|
156
|
|
||
Other regulatory assets, current
|
|
126
|
|
|
123
|
|
||
Other current assets
|
|
61
|
|
|
92
|
|
||
Total current assets
|
|
2,101
|
|
|
2,523
|
|
||
Property, Plant, and Equipment:
|
|
|
|
|
||||
In service
|
|
32,318
|
|
|
31,841
|
|
||
Less accumulated provision for depreciation
|
|
11,045
|
|
|
10,903
|
|
||
Plant in service, net of depreciation
|
|
21,273
|
|
|
20,938
|
|
||
Other utility plant, net
|
|
158
|
|
|
171
|
|
||
Nuclear fuel, at amortized cost
|
|
582
|
|
|
572
|
|
||
Construction work in progress
|
|
4,817
|
|
|
4,775
|
|
||
Total property, plant, and equipment
|
|
26,830
|
|
|
26,456
|
|
||
Other Property and Investments:
|
|
|
|
|
||||
Equity investments in unconsolidated subsidiaries
|
|
60
|
|
|
64
|
|
||
Nuclear decommissioning trusts, at fair value
|
|
793
|
|
|
775
|
|
||
Miscellaneous property and investments
|
|
43
|
|
|
43
|
|
||
Total other property and investments
|
|
896
|
|
|
882
|
|
||
Deferred Charges and Other Assets:
|
|
|
|
|
||||
Deferred charges related to income taxes
|
|
680
|
|
|
679
|
|
||
Other regulatory assets, deferred
|
|
2,138
|
|
|
2,152
|
|
||
Other deferred charges and assets
|
|
157
|
|
|
173
|
|
||
Total deferred charges and other assets
|
|
2,975
|
|
|
3,004
|
|
||
Total Assets
|
|
$
|
32,802
|
|
|
$
|
32,865
|
|
Liabilities and Stockholder's Equity
|
|
At March 31,
2016 |
|
At December 31,
2015 |
||||
|
|
(in millions)
|
||||||
Current Liabilities:
|
|
|
|
|
||||
Securities due within one year
|
|
$
|
458
|
|
|
$
|
712
|
|
Notes payable
|
|
—
|
|
|
158
|
|
||
Accounts payable —
|
|
|
|
|
||||
Affiliated
|
|
370
|
|
|
411
|
|
||
Other
|
|
549
|
|
|
750
|
|
||
Customer deposits
|
|
266
|
|
|
264
|
|
||
Accrued taxes —
|
|
|
|
|
||||
Accrued income taxes
|
|
—
|
|
|
12
|
|
||
Other accrued taxes
|
|
101
|
|
|
325
|
|
||
Accrued interest
|
|
102
|
|
|
99
|
|
||
Accrued vacation pay
|
|
62
|
|
|
62
|
|
||
Accrued compensation
|
|
60
|
|
|
142
|
|
||
Asset retirement obligations, current
|
|
184
|
|
|
179
|
|
||
Other current liabilities
|
|
211
|
|
|
181
|
|
||
Total current liabilities
|
|
2,363
|
|
|
3,295
|
|
||
Long-term Debt
|
|
10,268
|
|
|
9,616
|
|
||
Deferred Credits and Other Liabilities:
|
|
|
|
|
||||
Accumulated deferred income taxes
|
|
5,686
|
|
|
5,627
|
|
||
Deferred credits related to income taxes
|
|
105
|
|
|
105
|
|
||
Accumulated deferred investment tax credits
|
|
201
|
|
|
204
|
|
||
Employee benefit obligations
|
|
930
|
|
|
949
|
|
||
Asset retirement obligations, deferred
|
|
1,699
|
|
|
1,737
|
|
||
Other deferred credits and liabilities
|
|
395
|
|
|
347
|
|
||
Total deferred credits and other liabilities
|
|
9,016
|
|
|
8,969
|
|
||
Total Liabilities
|
|
21,647
|
|
|
21,880
|
|
||
Preferred Stock
|
|
45
|
|
|
45
|
|
||
Preference Stock
|
|
221
|
|
|
221
|
|
||
Common Stockholder's Equity:
|
|
|
|
|
||||
Common stock, without par value —
|
|
|
|
|
||||
Authorized — 20,000,000 shares
|
|
|
|
|
||||
Outstanding — 9,261,500 shares
|
|
398
|
|
|
398
|
|
||
Paid-in capital
|
|
6,504
|
|
|
6,275
|
|
||
Retained earnings
|
|
4,002
|
|
|
4,061
|
|
||
Accumulated other comprehensive loss
|
|
(15
|
)
|
|
(15
|
)
|
||
Total common stockholder's equity
|
|
10,889
|
|
|
10,719
|
|
||
Total Liabilities and Stockholder's Equity
|
|
$
|
32,802
|
|
|
$
|
32,865
|
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$32
|
|
13.6
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(97)
|
|
(5.3)
|
|
|
First Quarter 2016
|
|||||
|
|
(in millions)
|
|
(% change)
|
|||
Retail – prior year
|
|
$
|
1,814
|
|
|
|
|
Estimated change resulting from –
|
|
|
|
|
|||
Rates and pricing
|
|
43
|
|
|
2.4
|
|
|
Sales growth
|
|
8
|
|
|
0.4
|
|
|
Weather
|
|
(32
|
)
|
|
(1.8
|
)
|
|
Fuel cost recovery
|
|
(116
|
)
|
|
(6.4
|
)
|
|
Retail – current year
|
|
$
|
1,717
|
|
|
(5.4
|
)%
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(27)
|
|
(39.7)
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(3)
|
|
(37.5)
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$21
|
|
23.9
|
|
|
First Quarter 2016
vs. First Quarter 2015 |
|||||
|
|
(change in millions)
|
|
(% change)
|
|||
Fuel
|
|
$
|
(150
|
)
|
|
(28.5
|
)
|
Purchased power – non-affiliates
|
|
23
|
|
|
38.3
|
|
|
Purchased power – affiliates
|
|
(10
|
)
|
|
(6.7
|
)
|
|
Total fuel and purchased power expenses
|
|
$
|
(137
|
)
|
|
|
|
|
First Quarter 2016
|
|
First Quarter 2015
|
Total generation
(billions of KWHs)
|
|
16
|
|
17
|
Total purchased power
(billions of KWHs)
|
|
6
|
|
6
|
Sources of generation
(percent)
—
|
|
|
|
|
Coal
|
|
30
|
|
34
|
Nuclear
|
|
23
|
|
22
|
Gas
|
|
42
|
|
42
|
Hydro
|
|
5
|
|
2
|
Cost of fuel, generated
(cents per net KWH)
—
|
|
|
|
|
Coal
|
|
3.56
|
|
4.71
|
Nuclear
|
|
0.86
|
|
0.54
|
Gas
|
|
2.01
|
|
2.63
|
Average cost of fuel, generated
(cents per net KWH)
|
|
2.22
|
|
2.86
|
Average cost of purchased power
(cents per net KWH)
(*)
|
|
4.32
|
|
4.39
|
(*)
|
Average cost of purchased power includes fuel purchased by Georgia Power for tolling agreements where power is generated by the provider.
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(17)
|
|
(3.6)
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$20
|
|
14.3
|
|
|
Short-term Debt During the Period
(*)
|
|||||||||
|
|
Average
Amount
Outstanding
|
|
Weighted
Average
Interest Rate
|
|
Maximum
Amount
Outstanding
|
|||||
|
|
(in millions)
|
|
|
|
(in millions)
|
|||||
Commercial paper
|
|
$
|
29
|
|
|
0.7
|
%
|
|
$
|
158
|
|
(*)
|
Average and maximum amounts are based upon daily balances during the three-month period ended
March 31, 2016
. No short-term debt was outstanding at March 31, 2016.
|
Credit Ratings
|
Maximum Potential
Collateral Requirements |
||
|
(in millions)
|
||
At BBB- and/or Baa3
|
$
|
93
|
|
Below BBB- and/or Baa3
|
$
|
1,247
|
|
|
For the Three Months
Ended March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Operating Revenues:
|
|
|
|
||||
Retail revenues
|
$
|
283
|
|
|
$
|
293
|
|
Wholesale revenues, non-affiliates
|
16
|
|
|
25
|
|
||
Wholesale revenues, affiliates
|
21
|
|
|
22
|
|
||
Other revenues
|
15
|
|
|
17
|
|
||
Total operating revenues
|
335
|
|
|
357
|
|
||
Operating Expenses:
|
|
|
|
||||
Fuel
|
94
|
|
|
110
|
|
||
Purchased power, non-affiliates
|
30
|
|
|
25
|
|
||
Purchased power, affiliates
|
2
|
|
|
9
|
|
||
Other operations and maintenance
|
77
|
|
|
93
|
|
||
Depreciation and amortization
|
38
|
|
|
20
|
|
||
Taxes other than income taxes
|
29
|
|
|
28
|
|
||
Total operating expenses
|
270
|
|
|
285
|
|
||
Operating Income
|
65
|
|
|
72
|
|
||
Other Income and (Expense):
|
|
|
|
||||
Allowance for equity funds used during construction
|
—
|
|
|
4
|
|
||
Interest expense, net of amounts capitalized
|
(13
|
)
|
|
(13
|
)
|
||
Other income (expense), net
|
(1
|
)
|
|
(1
|
)
|
||
Total other income and (expense)
|
(14
|
)
|
|
(10
|
)
|
||
Earnings Before Income Taxes
|
51
|
|
|
62
|
|
||
Income taxes
|
20
|
|
|
23
|
|
||
Net Income
|
31
|
|
|
39
|
|
||
Dividends on Preference Stock
|
2
|
|
|
2
|
|
||
Net Income After Dividends on Preference Stock
|
$
|
29
|
|
|
$
|
37
|
|
|
For the Three Months
Ended March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Net Income
|
$
|
31
|
|
|
$
|
39
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Qualifying hedges:
|
|
|
|
||||
Changes in fair value, net of tax of $(2) and $-, respectively
|
(3
|
)
|
|
—
|
|
||
Total other comprehensive income (loss)
|
(3
|
)
|
|
—
|
|
||
Comprehensive Income
|
$
|
28
|
|
|
$
|
39
|
|
|
For the Three Months
Ended March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Operating Activities:
|
|
|
|
||||
Net income
|
$
|
31
|
|
|
$
|
39
|
|
Adjustments to reconcile net income to net cash provided from operating activities —
|
|
|
|
||||
Depreciation and amortization, total
|
40
|
|
|
22
|
|
||
Deferred income taxes
|
9
|
|
|
27
|
|
||
Allowance for equity funds used during construction
|
—
|
|
|
(4
|
)
|
||
Other, net
|
(2
|
)
|
|
11
|
|
||
Changes in certain current assets and liabilities —
|
|
|
|
||||
-Receivables
|
35
|
|
|
12
|
|
||
-Fossil fuel stock
|
15
|
|
|
(2
|
)
|
||
-Other current assets
|
2
|
|
|
5
|
|
||
-Accounts payable
|
(6
|
)
|
|
(28
|
)
|
||
-Accrued taxes
|
13
|
|
|
5
|
|
||
-Accrued compensation
|
(18
|
)
|
|
(16
|
)
|
||
-Other current liabilities
|
13
|
|
|
10
|
|
||
Net cash provided from operating activities
|
132
|
|
|
81
|
|
||
Investing Activities:
|
|
|
|
||||
Property additions
|
(32
|
)
|
|
(84
|
)
|
||
Cost of removal, net of salvage
|
(2
|
)
|
|
(5
|
)
|
||
Change in construction payables
|
(6
|
)
|
|
(1
|
)
|
||
Other investing activities
|
(2
|
)
|
|
(2
|
)
|
||
Net cash used for investing activities
|
(42
|
)
|
|
(92
|
)
|
||
Financing Activities:
|
|
|
|
||||
Increase (decrease) in notes payable, net
|
(85
|
)
|
|
40
|
|
||
Proceeds — Common stock issued to parent
|
—
|
|
|
20
|
|
||
Payment of common stock dividends
|
(30
|
)
|
|
(33
|
)
|
||
Other financing activities
|
(1
|
)
|
|
—
|
|
||
Net cash provided from (used for) financing activities
|
(116
|
)
|
|
27
|
|
||
Net Change in Cash and Cash Equivalents
|
(26
|
)
|
|
16
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
74
|
|
|
39
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
48
|
|
|
$
|
55
|
|
Supplemental Cash Flow Information:
|
|
|
|
||||
Cash paid (received) during the period for --
|
|
|
|
||||
Interest (net of $- and $2 capitalized for 2016 and 2015, respectively)
|
$
|
3
|
|
|
$
|
3
|
|
Income taxes, net
|
(25
|
)
|
|
(8
|
)
|
||
Noncash transactions — Accrued property additions at end of period
|
15
|
|
|
41
|
|
Assets
|
|
At March 31,
2016 |
|
At December 31,
2015 |
||||
|
|
(in millions)
|
||||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
48
|
|
|
$
|
74
|
|
Receivables —
|
|
|
|
|
||||
Customer accounts receivable
|
|
64
|
|
|
76
|
|
||
Unbilled revenues
|
|
52
|
|
|
54
|
|
||
Under recovered regulatory clause revenues
|
|
21
|
|
|
20
|
|
||
Income taxes receivable, current
|
|
—
|
|
|
27
|
|
||
Other accounts and notes receivable
|
|
5
|
|
|
9
|
|
||
Affiliated companies
|
|
8
|
|
|
1
|
|
||
Accumulated provision for uncollectible accounts
|
|
(1
|
)
|
|
(1
|
)
|
||
Fossil fuel stock, at average cost
|
|
93
|
|
|
108
|
|
||
Materials and supplies, at average cost
|
|
58
|
|
|
56
|
|
||
Other regulatory assets, current
|
|
90
|
|
|
90
|
|
||
Other current assets
|
|
18
|
|
|
22
|
|
||
Total current assets
|
|
456
|
|
|
536
|
|
||
Property, Plant, and Equipment:
|
|
|
|
|
||||
In service
|
|
5,058
|
|
|
5,045
|
|
||
Less accumulated provision for depreciation
|
|
1,324
|
|
|
1,296
|
|
||
Plant in service, net of depreciation
|
|
3,734
|
|
|
3,749
|
|
||
Other utility plant, net
|
|
60
|
|
|
62
|
|
||
Construction work in progress
|
|
57
|
|
|
48
|
|
||
Total property, plant, and equipment
|
|
3,851
|
|
|
3,859
|
|
||
Other Property and Investments
|
|
4
|
|
|
4
|
|
||
Deferred Charges and Other Assets:
|
|
|
|
|
||||
Deferred charges related to income taxes
|
|
60
|
|
|
61
|
|
||
Other regulatory assets, deferred
|
|
420
|
|
|
427
|
|
||
Other deferred charges and assets
|
|
37
|
|
|
33
|
|
||
Total deferred charges and other assets
|
|
517
|
|
|
521
|
|
||
Total Assets
|
|
$
|
4,828
|
|
|
$
|
4,920
|
|
Liabilities and Stockholder's Equity
|
|
At March 31,
2016 |
|
At December 31,
2015 |
||||
|
|
(in millions)
|
||||||
Current Liabilities:
|
|
|
|
|
||||
Securities due within one year
|
|
$
|
110
|
|
|
$
|
110
|
|
Notes payable
|
|
56
|
|
|
142
|
|
||
Accounts payable —
|
|
|
|
|
||||
Affiliated
|
|
46
|
|
|
55
|
|
||
Other
|
|
42
|
|
|
44
|
|
||
Customer deposits
|
|
36
|
|
|
36
|
|
||
Accrued taxes —
|
|
|
|
|
||||
Accrued income taxes
|
|
10
|
|
|
4
|
|
||
Other accrued taxes
|
|
16
|
|
|
9
|
|
||
Accrued interest
|
|
20
|
|
|
9
|
|
||
Accrued compensation
|
|
8
|
|
|
25
|
|
||
Deferred capacity expense, current
|
|
22
|
|
|
22
|
|
||
Other regulatory liabilities, current
|
|
22
|
|
|
22
|
|
||
Liabilities from risk management activities
|
|
54
|
|
|
49
|
|
||
Other current liabilities
|
|
38
|
|
|
40
|
|
||
Total current liabilities
|
|
480
|
|
|
567
|
|
||
Long-term Debt
|
|
1,193
|
|
|
1,193
|
|
||
Deferred Credits and Other Liabilities:
|
|
|
|
|
||||
Accumulated deferred income taxes
|
|
899
|
|
|
893
|
|
||
Employee benefit obligations
|
|
128
|
|
|
129
|
|
||
Deferred capacity expense
|
|
136
|
|
|
141
|
|
||
Asset retirement obligations
|
|
114
|
|
|
113
|
|
||
Other cost of removal obligations
|
|
233
|
|
|
233
|
|
||
Other regulatory liabilities, deferred
|
|
45
|
|
|
47
|
|
||
Other deferred credits and liabilities
|
|
100
|
|
|
102
|
|
||
Total deferred credits and other liabilities
|
|
1,655
|
|
|
1,658
|
|
||
Total Liabilities
|
|
3,328
|
|
|
3,418
|
|
||
Preference Stock
|
|
147
|
|
|
147
|
|
||
Common Stockholder's Equity:
|
|
|
|
|
||||
Common stock, without par value —
|
|
|
|
|
||||
Authorized - 20,000,000 shares
|
|
|
|
|
||||
Outstanding - March 31, 2016: 5,642,717 shares
|
|
|
|
|
||||
- December 31, 2015: 5,642,717 shares
|
|
503
|
|
|
503
|
|
||
Paid-in capital
|
|
569
|
|
|
567
|
|
||
Retained earnings
|
|
284
|
|
|
285
|
|
||
Accumulated other comprehensive loss
|
|
(3
|
)
|
|
—
|
|
||
Total common stockholder's equity
|
|
1,353
|
|
|
1,355
|
|
||
Total Liabilities and Stockholder's Equity
|
|
$
|
4,828
|
|
|
$
|
4,920
|
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(8)
|
|
(21.6)
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(10)
|
|
(3.4)
|
|
|
First Quarter 2016
|
|||||
|
|
(in millions)
|
|
(% change)
|
|||
Retail – prior year
|
|
$
|
293
|
|
|
|
|
Estimated change resulting from –
|
|
|
|
|
|||
Rates and pricing
|
|
7
|
|
|
2.4
|
|
|
Sales growth
|
|
2
|
|
|
0.7
|
|
|
Weather
|
|
(4
|
)
|
|
(1.4
|
)
|
|
Fuel and other cost recovery
|
|
(15
|
)
|
|
(5.1
|
)
|
|
Retail – current year
|
|
$
|
283
|
|
|
(3.4
|
)%
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(9)
|
|
(36.0)
|
|
|
First Quarter 2016
vs. First Quarter 2015 |
|||||
|
|
(change in millions)
|
|
(% change)
|
|||
Fuel
|
|
$
|
(16
|
)
|
|
(14.5
|
)
|
Purchased power – non-affiliates
|
|
5
|
|
|
20.0
|
|
|
Purchased power – affiliates
|
|
(7
|
)
|
|
(77.8
|
)
|
|
Total fuel and purchased power expenses
|
|
$
|
(18
|
)
|
|
|
|
|
First Quarter 2016
|
|
First Quarter 2015
|
Total generation
(millions of KWHs)
|
|
1,816
|
|
2,236
|
Total purchased power
(millions of KWHs)
|
|
1,760
|
|
1,259
|
Sources of generation
(percent) –
|
|
|
|
|
Coal
|
|
42
|
|
59
|
Gas
|
|
58
|
|
41
|
Cost of fuel, generated
(cents per net KWH) –
|
|
|
|
|
Coal
|
|
3.92
|
|
3.98
|
Gas
|
|
3.75
|
|
3.95
|
Average cost of fuel, generated
(cents per net KWH)
|
|
3.82
|
|
3.97
|
Average cost of purchased power
(cents per net KWH)
(*)
|
|
3.22
|
|
4.36
|
(*)
|
Average cost of purchased power includes fuel purchased by Gulf Power for tolling agreements where power is generated by the provider.
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(16)
|
|
(17.2)
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$18
|
|
90.0
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(4)
|
|
(100.0)
|
Expires
|
|
|
|
|
|
Executable Term
Loans
|
|
Due Within One
Year
|
||||||||||||||||||||||||||
2016
|
|
2017
|
|
2018
|
|
Total
|
|
Unused
|
|
One
Year
|
|
Two
Years
|
|
Term
Out
|
|
No Term
Out
|
||||||||||||||||||
|
|
|
|
(in millions)
|
|
(in millions)
|
|
(in millions)
|
||||||||||||||||||||||||||
$
|
75
|
|
|
$
|
40
|
|
|
$
|
165
|
|
|
$
|
280
|
|
|
$
|
280
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
45
|
|
|
$
|
40
|
|
|
|
Short-term Debt at
March 31, 2016
|
|
Short-term Debt During the Period
(*)
|
||||||||||||||
|
|
Amount
Outstanding
|
|
Weighted
Average
Interest
Rate
|
|
Average
Amount
Outstanding
|
|
Weighted
Average
Interest
Rate
|
|
Maximum
Amount
Outstanding
|
||||||||
|
|
(in millions)
|
|
|
|
(in millions)
|
|
|
|
(in millions)
|
||||||||
Commercial paper
|
|
$
|
56
|
|
|
0.9
|
%
|
|
$
|
77
|
|
|
0.8
|
%
|
|
$
|
148
|
|
(*)
|
Average and maximum amounts are based upon daily balances during the three-month period ended
March 31, 2016
.
|
Credit Ratings
|
Maximum Potential
Collateral
Requirements
|
||
|
(in millions)
|
||
At BBB- and/or Baa3
|
$
|
78
|
|
Below BBB- and/or Baa3
|
$
|
428
|
|
|
For the Three Months
Ended March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Operating Revenues:
|
|
|
|
||||
Retail revenues
|
$
|
183
|
|
|
$
|
167
|
|
Wholesale revenues, non-affiliates
|
60
|
|
|
77
|
|
||
Wholesale revenues, affiliates
|
9
|
|
|
27
|
|
||
Other revenues
|
5
|
|
|
5
|
|
||
Total operating revenues
|
257
|
|
|
276
|
|
||
Operating Expenses:
|
|
|
|
||||
Fuel
|
76
|
|
|
114
|
|
||
Purchased power, non-affiliates
|
—
|
|
|
2
|
|
||
Purchased power, affiliates
|
5
|
|
|
2
|
|
||
Other operations and maintenance
|
69
|
|
|
73
|
|
||
Depreciation and amortization
|
38
|
|
|
27
|
|
||
Taxes other than income taxes
|
26
|
|
|
25
|
|
||
Estimated loss on Kemper IGCC
|
53
|
|
|
9
|
|
||
Total operating expenses
|
267
|
|
|
252
|
|
||
Operating Income (Loss)
|
(10
|
)
|
|
24
|
|
||
Other Income and (Expense):
|
|
|
|
||||
Allowance for equity funds used during construction
|
29
|
|
|
28
|
|
||
Interest expense, net of amounts capitalized
|
(16
|
)
|
|
(11
|
)
|
||
Other income (expense), net
|
(2
|
)
|
|
(2
|
)
|
||
Total other income and (expense)
|
11
|
|
|
15
|
|
||
Earnings Before Income Taxes
|
1
|
|
|
39
|
|
||
Income taxes (benefit)
|
(10
|
)
|
|
4
|
|
||
Net Income
|
11
|
|
|
35
|
|
||
Dividends on Preferred Stock
|
—
|
|
|
—
|
|
||
Net Income After Dividends on Preferred Stock
|
$
|
11
|
|
|
$
|
35
|
|
|
For the Three Months
Ended March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Net Income
|
$
|
11
|
|
|
$
|
35
|
|
Other comprehensive income (loss):
|
—
|
|
|
—
|
|
||
Comprehensive Income
|
$
|
11
|
|
|
$
|
35
|
|
|
For the Three Months
Ended March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Operating Activities:
|
|
|
|
||||
Net income
|
$
|
11
|
|
|
$
|
35
|
|
Adjustments to reconcile net income
to net cash provided from (used for) operating activities —
|
|
|
|
||||
Depreciation and amortization, total
|
39
|
|
|
26
|
|
||
Deferred income taxes
|
(4
|
)
|
|
141
|
|
||
Allowance for equity funds used during construction
|
(29
|
)
|
|
(28
|
)
|
||
Regulatory assets associated with Kemper IGCC
|
(6
|
)
|
|
(27
|
)
|
||
Estimated loss on Kemper IGCC
|
53
|
|
|
9
|
|
||
Other, net
|
1
|
|
|
11
|
|
||
Changes in certain current assets and liabilities —
|
|
|
|
||||
-Receivables
|
45
|
|
|
17
|
|
||
-Fossil fuel stock
|
6
|
|
|
4
|
|
||
-Prepaid income taxes
|
(3
|
)
|
|
44
|
|
||
-Other current assets
|
(5
|
)
|
|
(3
|
)
|
||
-Accounts payable
|
(22
|
)
|
|
(22
|
)
|
||
-Accrued taxes
|
(61
|
)
|
|
(54
|
)
|
||
-Accrued interest
|
2
|
|
|
9
|
|
||
-Accrued compensation
|
(16
|
)
|
|
(20
|
)
|
||
-Over recovered regulatory clause revenues
|
9
|
|
|
22
|
|
||
-Mirror CWIP
|
—
|
|
|
40
|
|
||
-Customer liability associated with Kemper refunds
|
(51
|
)
|
|
—
|
|
||
-Other current liabilities
|
6
|
|
|
—
|
|
||
Net cash provided from (used for) operating activities
|
(25
|
)
|
|
204
|
|
||
Investing Activities:
|
|
|
|
||||
Property additions
|
(197
|
)
|
|
(213
|
)
|
||
Construction payables
|
(7
|
)
|
|
(14
|
)
|
||
Other investing activities
|
(10
|
)
|
|
(6
|
)
|
||
Net cash used for investing activities
|
(214
|
)
|
|
(233
|
)
|
||
Financing Activities:
|
|
|
|
||||
Proceeds —
|
|
|
|
||||
Capital contributions from parent company
|
1
|
|
|
76
|
|
||
Long-term debt issuance to parent company
|
200
|
|
|
—
|
|
||
Other long-term debt issuances
|
900
|
|
|
—
|
|
||
Short-term borrowings
|
—
|
|
|
30
|
|
||
Redemptions —
|
|
|
|
||||
Short-term borrowings
|
(475
|
)
|
|
—
|
|
||
Other long-term debt
|
(425
|
)
|
|
(75
|
)
|
||
Other financing activities
|
(2
|
)
|
|
(1
|
)
|
||
Net cash provided from financing activities
|
199
|
|
|
30
|
|
||
Net Change in Cash and Cash Equivalents
|
(40
|
)
|
|
1
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
98
|
|
|
133
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
58
|
|
|
$
|
134
|
|
Supplemental Cash Flow Information:
|
|
|
|
||||
Cash paid (received) during the period for --
|
|
|
|
||||
Interest (paid $22 and $17, net of $10 and $18 capitalized for 2016
and 2015, respectively) |
$
|
12
|
|
|
$
|
(1
|
)
|
Income taxes, net
|
(24
|
)
|
|
(180
|
)
|
||
Noncash transactions — Accrued property additions at end of period
|
97
|
|
|
100
|
|
Assets
|
|
At March 31,
2016 |
|
At December 31,
2015 |
||||
|
|
(in millions)
|
||||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
58
|
|
|
$
|
98
|
|
Receivables —
|
|
|
|
|
||||
Customer accounts receivable
|
|
23
|
|
|
26
|
|
||
Unbilled revenues
|
|
32
|
|
|
36
|
|
||
Income taxes receivable, current
|
|
—
|
|
|
20
|
|
||
Other accounts and notes receivable
|
|
6
|
|
|
10
|
|
||
Affiliated companies
|
|
7
|
|
|
20
|
|
||
Fossil fuel stock, at average cost
|
|
99
|
|
|
104
|
|
||
Materials and supplies, at average cost
|
|
76
|
|
|
75
|
|
||
Other regulatory assets, current
|
|
101
|
|
|
95
|
|
||
Prepaid income taxes
|
|
42
|
|
|
39
|
|
||
Other current assets
|
|
5
|
|
|
8
|
|
||
Total current assets
|
|
449
|
|
|
531
|
|
||
Property, Plant, and Equipment:
|
|
|
|
|
||||
In service
|
|
4,905
|
|
|
4,886
|
|
||
Less accumulated provision for depreciation
|
|
1,287
|
|
|
1,262
|
|
||
Plant in service, net of depreciation
|
|
3,618
|
|
|
3,624
|
|
||
Construction work in progress
|
|
2,400
|
|
|
2,254
|
|
||
Total property, plant, and equipment
|
|
6,018
|
|
|
5,878
|
|
||
Other Property and Investments
|
|
11
|
|
|
11
|
|
||
Deferred Charges and Other Assets:
|
|
|
|
|
||||
Deferred charges related to income taxes
|
|
303
|
|
|
290
|
|
||
Other regulatory assets, deferred
|
|
520
|
|
|
525
|
|
||
Income taxes receivable, non-current
|
|
544
|
|
|
544
|
|
||
Other deferred charges and assets
|
|
71
|
|
|
61
|
|
||
Total deferred charges and other assets
|
|
1,438
|
|
|
1,420
|
|
||
Total Assets
|
|
$
|
7,916
|
|
|
$
|
7,840
|
|
Liabilities and Stockholder's Equity
|
|
At March 31,
2016 |
|
At December 31,
2015 |
||||
|
|
(in millions)
|
||||||
Current Liabilities:
|
|
|
|
|
||||
Securities due within one year
|
|
$
|
303
|
|
|
$
|
728
|
|
Notes payable
|
|
25
|
|
|
500
|
|
||
Accounts payable —
|
|
|
|
|
||||
Affiliated
|
|
82
|
|
|
85
|
|
||
Other
|
|
108
|
|
|
135
|
|
||
Customer deposits
|
|
16
|
|
|
16
|
|
||
Accrued taxes
|
|
25
|
|
|
85
|
|
||
Accrued interest
|
|
21
|
|
|
18
|
|
||
Accrued compensation
|
|
10
|
|
|
26
|
|
||
Asset retirement obligations, current
|
|
39
|
|
|
22
|
|
||
Over recovered regulatory clause liabilities
|
|
106
|
|
|
96
|
|
||
Customer liability associated with Kemper refunds
|
|
22
|
|
|
73
|
|
||
Other current liabilities
|
|
55
|
|
|
52
|
|
||
Total current liabilities
|
|
812
|
|
|
1,836
|
|
||
Long-term Debt:
|
|
|
|
|
||||
Long-term debt, affiliated
|
|
776
|
|
|
576
|
|
||
Long-term debt, non-affiliated
|
|
2,206
|
|
|
1,310
|
|
||
Total Long-term Debt
|
|
2,982
|
|
|
1,886
|
|
||
Deferred Credits and Other Liabilities:
|
|
|
|
|
||||
Accumulated deferred income taxes
|
|
771
|
|
|
762
|
|
||
Deferred credits related to income taxes
|
|
8
|
|
|
8
|
|
||
Accumulated deferred investment tax credits
|
|
5
|
|
|
5
|
|
||
Employee benefit obligations
|
|
149
|
|
|
153
|
|
||
Asset retirement obligations, deferred
|
|
136
|
|
|
154
|
|
||
Unrecognized tax benefits
|
|
368
|
|
|
368
|
|
||
Other cost of removal obligations
|
|
167
|
|
|
165
|
|
||
Other regulatory liabilities, deferred
|
|
71
|
|
|
71
|
|
||
Other deferred credits and liabilities
|
|
41
|
|
|
40
|
|
||
Total deferred credits and other liabilities
|
|
1,716
|
|
|
1,726
|
|
||
Total Liabilities
|
|
5,510
|
|
|
5,448
|
|
||
Redeemable Preferred Stock
|
|
33
|
|
|
33
|
|
||
Common Stockholder's Equity:
|
|
|
|
|
||||
Common stock, without par value —
|
|
|
|
|
||||
Authorized — 1,130,000 shares
|
|
|
|
|
||||
Outstanding — 1,121,000 shares
|
|
38
|
|
|
38
|
|
||
Paid-in capital
|
|
2,896
|
|
|
2,893
|
|
||
Accumulated deficit
|
|
(555
|
)
|
|
(566
|
)
|
||
Accumulated other comprehensive loss
|
|
(6
|
)
|
|
(6
|
)
|
||
Total common stockholder's equity
|
|
2,373
|
|
|
2,359
|
|
||
Total Liabilities and Stockholder's Equity
|
|
$
|
7,916
|
|
|
$
|
7,840
|
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(24)
|
|
(68.6)
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$16
|
|
9.6
|
|
|
First Quarter 2016
|
|||||
|
|
(in millions)
|
|
(% change)
|
|||
Retail – prior year
|
|
$
|
167
|
|
|
|
|
Estimated change resulting from –
|
|
|
|
|
|||
Rates and pricing
|
|
26
|
|
|
15.6
|
|
|
Sales growth
|
|
4
|
|
|
2.4
|
|
|
Weather
|
|
(3
|
)
|
|
(1.8
|
)
|
|
Fuel and other cost recovery
|
|
(11
|
)
|
|
(6.6
|
)
|
|
Retail – current year
|
|
$
|
183
|
|
|
9.6
|
%
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(17)
|
|
(22.1)
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(18)
|
|
(66.7)
|
|
|
First Quarter 2016
vs. First Quarter 2015 |
||||
|
|
(change in millions)
|
|
(% change)
|
||
Fuel
|
|
$
|
(38
|
)
|
|
(33.0)
|
Purchased power – non-affiliates
|
|
(2
|
)
|
|
(100.0)
|
|
Purchased power – affiliates
|
|
3
|
|
|
150.0
|
|
Total fuel and purchased power expenses
|
|
$
|
(37
|
)
|
|
|
|
|
First Quarter 2016
|
|
First Quarter 2015
|
Total generation
(millions of KWHs)
|
|
3,588
|
|
4,345
|
Total purchased power
(millions of KWHs)
|
|
261
|
|
114
|
Sources of generation
(percent)
–
|
|
|
|
|
Coal
|
|
11
|
|
22
|
Gas
|
|
89
|
|
78
|
Cost of fuel, generated
(cents per net KWH)
–
|
|
|
|
|
Coal
|
|
3.55
|
|
3.25
|
Gas
|
|
2.15
|
|
2.68
|
Average cost of fuel, generated
(cents per net KWH)
|
|
2.32
|
|
2.82
|
Average cost of purchased power
(cents per net KWH)
|
|
2.17
|
|
3.54
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(4)
|
|
(5.5)
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$11
|
|
40.7
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$44
|
|
N/M
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$5
|
|
45.5
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(14)
|
|
N/M
|
Cost Category
|
2010 Project Estimate
(f)
|
|
Current Cost Estimate
(a)
|
|
Actual Costs
|
||||||
|
(in billions)
|
||||||||||
Plant Subject to Cost Cap
(b)(g)
|
$
|
2.40
|
|
|
$
|
5.35
|
|
|
$
|
4.99
|
|
Lignite Mine and Equipment
|
0.21
|
|
|
0.23
|
|
|
0.23
|
|
|||
CO
2
Pipeline Facilities
|
0.14
|
|
|
0.11
|
|
|
0.12
|
|
|||
AFUDC
(c)
|
0.17
|
|
|
0.71
|
|
|
0.62
|
|
|||
Combined Cycle and Related Assets Placed in
Service – Incremental (d)(g) |
—
|
|
|
0.02
|
|
|
0.01
|
|
|||
General Exceptions
|
0.05
|
|
|
0.10
|
|
|
0.09
|
|
|||
Deferred Costs
(e)(g)
|
—
|
|
|
0.20
|
|
|
0.18
|
|
|||
Additional DOE Grants
|
—
|
|
|
(0.14
|
)
|
|
—
|
|
|||
Total Kemper IGCC
|
$
|
2.97
|
|
|
$
|
6.58
|
|
|
$
|
6.24
|
|
(a)
|
Amounts in the Current Cost Estimate reflect estimated costs through September 30, 2016.
|
(b)
|
The 2012 MPSC CPCN Order approved a construction cost cap of up to $2.88 billion, net of the Initial DOE Grants and excluding the Cost Cap Exceptions. The Current Cost Estimate and the Actual Costs include non-incremental operating and maintenance costs related to the combined cycle and associated common facilities placed in service in August 2014 that are subject to the $2.88 billion cost cap and exclude post-in-service costs for the lignite mine. See "Rate Recovery of Kemper IGCC Costs – 2013 MPSC Rate Order" herein for additional information. The Current Cost Estimate and the Actual Costs reflect 100% of the costs of the Kemper IGCC. See note (g) for additional information.
|
(c)
|
Mississippi Power's original estimate included recovery of financing costs during construction rather than the accrual of AFUDC. This approach was not approved by the Mississippi PSC in 2012 as described in "Rate Recovery of Kemper IGCC Costs." The current estimate reflects the impact of a settlement agreement with the wholesale customers for cost-based rates under FERC's jurisdiction. See "FERC Matters" herein for additional information.
|
(d)
|
Incremental operating and maintenance costs related to the combined cycle and associated common facilities placed in service in August 2014, net of costs related to energy sales. See "Rate Recovery of Kemper IGCC Costs – 2013 MPSC Rate Order" herein for additional information.
|
(e)
|
The 2012 MPSC CPCN Order approved deferral of non-capital Kemper IGCC-related costs during construction as described in "Rate Recovery of Kemper IGCC Costs – Regulatory Assets and Liabilities" herein.
|
(f)
|
The 2010 Project Estimate is the certificated cost estimate adjusted to include the certificated estimate for the CO
2
pipeline facilities approved in 2011 by the Mississippi PSC.
|
(g)
|
Beginning in the third quarter 2015, certain costs, including debt carrying costs (associated with assets placed in service and other non-CWIP accounts), that previously were deferred as regulatory assets are now being recognized through income; however, such costs continue to be included in the Current Cost Estimate and the Actual Costs at
March 31, 2016
.
|
Expires
|
|
|
|
Executable Term
Loans
|
|
Due Within One
Year
|
||||||||||||||||||||
2016
|
|
Total
|
|
Unused
|
|
One
Year
|
|
Two
Years
|
|
Term
Out
|
|
No Term
Out
|
||||||||||||||
|
|
(in millions)
|
|
(in millions)
|
|
(in millions)
|
||||||||||||||||||||
$
|
205
|
|
|
$
|
205
|
|
|
$
|
180
|
|
|
$
|
30
|
|
|
$
|
15
|
|
|
$
|
45
|
|
|
$
|
160
|
|
|
|
Short-term Debt at
March 31, 2016
|
|
Short-term Debt During the Period
(*)
|
||||||||||||
|
|
Amount
Outstanding
|
|
Weighted
Average
Interest
Rate
|
|
Average
Amount
Outstanding
|
|
Weighted
Average
Interest
Rate
|
|
Maximum
Amount
Outstanding
|
||||||
|
|
(in millions)
|
|
|
|
(in millions)
|
|
|
|
(in millions)
|
||||||
Short-term bank debt
|
|
$
|
25
|
|
|
2.1%
|
|
$
|
375
|
|
|
2.0%
|
|
$
|
500
|
|
(*)
|
Average and maximum amounts are based upon daily balances during the three-month period ended
March 31, 2016
.
|
|
For the Three Months
Ended March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Operating Revenues:
|
|
|
|
||||
Wholesale revenues, non-affiliates
|
$
|
215
|
|
|
$
|
232
|
|
Wholesale revenues, affiliates
|
97
|
|
|
114
|
|
||
Other revenues
|
3
|
|
|
2
|
|
||
Total operating revenues
|
315
|
|
|
348
|
|
||
Operating Expenses:
|
|
|
|
||||
Fuel
|
91
|
|
|
138
|
|
||
Purchased power, non-affiliates
|
13
|
|
|
16
|
|
||
Purchased power, affiliates
|
6
|
|
|
10
|
|
||
Other operations and maintenance
|
79
|
|
|
52
|
|
||
Depreciation and amortization
|
73
|
|
|
59
|
|
||
Taxes other than income taxes
|
6
|
|
|
6
|
|
||
Total operating expenses
|
268
|
|
|
281
|
|
||
Operating Income
|
47
|
|
|
67
|
|
||
Other Income and (Expense):
|
|
|
|
||||
Interest expense, net of amounts capitalized
|
(21
|
)
|
|
(22
|
)
|
||
Other income (expense), net
|
2
|
|
|
—
|
|
||
Total other income and (expense)
|
(19
|
)
|
|
(22
|
)
|
||
Earnings Before Income Taxes
|
28
|
|
|
45
|
|
||
Income taxes (benefit)
|
(23
|
)
|
|
12
|
|
||
Net Income
|
51
|
|
|
33
|
|
||
Less: Net income attributable to noncontrolling interests
|
1
|
|
|
—
|
|
||
Net Income Attributable to Southern Power
|
$
|
50
|
|
|
$
|
33
|
|
|
For the Three Months
Ended March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Net Income
|
$
|
51
|
|
|
$
|
33
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Qualifying hedges:
|
|
|
|
||||
Reclassification adjustment for amounts included in net
income, net of tax of $-, and $-, respectively |
1
|
|
|
—
|
|
||
Total other comprehensive income (loss)
|
1
|
|
|
—
|
|
||
Less: Comprehensive income attributable to noncontrolling interests
|
1
|
|
|
—
|
|
||
Comprehensive Income Attributable to Southern Power
|
$
|
51
|
|
|
$
|
33
|
|
|
For the Three Months
Ended March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Operating Activities:
|
|
|
|
||||
Net income
|
$
|
51
|
|
|
$
|
33
|
|
Adjustments to reconcile net income to net cash used for operating activities —
|
|
|
|
||||
Depreciation and amortization, total
|
75
|
|
|
60
|
|
||
Deferred income taxes
|
(132
|
)
|
|
(54
|
)
|
||
Amortization of investment tax credits
|
(7
|
)
|
|
(4
|
)
|
||
Deferred revenues
|
(26
|
)
|
|
(20
|
)
|
||
Other, net
|
9
|
|
|
3
|
|
||
Changes in certain current assets and liabilities —
|
|
|
|
||||
-Receivables
|
(3
|
)
|
|
2
|
|
||
-Fossil fuel stock
|
1
|
|
|
6
|
|
||
-Prepaid income taxes
|
(31
|
)
|
|
(2
|
)
|
||
-Accounts payable
|
(12
|
)
|
|
(25
|
)
|
||
-Accrued taxes
|
(37
|
)
|
|
(4
|
)
|
||
-Accrued interest
|
2
|
|
|
(15
|
)
|
||
-Other current liabilities
|
—
|
|
|
1
|
|
||
Net cash used for operating activities
|
(110
|
)
|
|
(19
|
)
|
||
Investing Activities:
|
|
|
|
||||
Plant acquisitions
|
(114
|
)
|
|
(6
|
)
|
||
Property additions
|
(767
|
)
|
|
(33
|
)
|
||
Change in construction payables
|
31
|
|
|
17
|
|
||
Payments pursuant to long-term service agreements
|
(25
|
)
|
|
(16
|
)
|
||
Investment in restricted cash
|
(289
|
)
|
|
—
|
|
||
Distribution of restricted cash
|
292
|
|
|
—
|
|
||
Other investing activities
|
(1
|
)
|
|
—
|
|
||
Net cash used for investing activities
|
(873
|
)
|
|
(38
|
)
|
||
Financing Activities:
|
|
|
|
||||
Increase in notes payable, net
|
276
|
|
|
38
|
|
||
Distributions to noncontrolling interests
|
(4
|
)
|
|
—
|
|
||
Capital contributions from noncontrolling interests
|
131
|
|
|
—
|
|
||
Purchase of membership interests from noncontrolling interests
|
(129
|
)
|
|
—
|
|
||
Payment of common stock dividends
|
(68
|
)
|
|
(33
|
)
|
||
Net cash provided from financing activities
|
206
|
|
|
5
|
|
||
Net Change in Cash and Cash Equivalents
|
(777
|
)
|
|
(52
|
)
|
||
Cash and Cash Equivalents at Beginning of Period
|
830
|
|
|
75
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
53
|
|
|
$
|
23
|
|
Supplemental Cash Flow Information:
|
|
|
|
||||
Cash paid (received) during the period for --
|
|
|
|
||||
Interest (net of $10 and $- capitalized for 2016 and 2015, respectively)
|
$
|
15
|
|
|
$
|
36
|
|
Income taxes, net
|
188
|
|
|
79
|
|
||
Noncash transactions — Accrued property additions at end of period
|
262
|
|
|
16
|
|
Assets
|
|
At March 31,
2016 |
|
At December 31,
2015 |
||||
|
|
(in millions)
|
||||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
53
|
|
|
$
|
830
|
|
Receivables —
|
|
|
|
|
||||
Customer accounts receivable
|
|
76
|
|
|
75
|
|
||
Other accounts receivable
|
|
23
|
|
|
19
|
|
||
Affiliated companies
|
|
31
|
|
|
30
|
|
||
Fossil fuel stock, at average cost
|
|
14
|
|
|
16
|
|
||
Materials and supplies, at average cost
|
|
63
|
|
|
63
|
|
||
Prepaid income taxes
|
|
77
|
|
|
45
|
|
||
Other prepaid expenses
|
|
23
|
|
|
23
|
|
||
Assets from risk management activities
|
|
6
|
|
|
7
|
|
||
Total current assets
|
|
366
|
|
|
1,108
|
|
||
Property, Plant, and Equipment:
|
|
|
|
|
||||
In service
|
|
7,738
|
|
|
7,275
|
|
||
Less accumulated provision for depreciation
|
|
1,299
|
|
|
1,248
|
|
||
Plant in service, net of depreciation
|
|
6,439
|
|
|
6,027
|
|
||
Construction work in progress
|
|
1,535
|
|
|
1,137
|
|
||
Total property, plant, and equipment
|
|
7,974
|
|
|
7,164
|
|
||
Other Property and Investments:
|
|
|
|
|
||||
Goodwill
|
|
2
|
|
|
2
|
|
||
Other intangible assets, net of amortization of $13 and $12
at March 31, 2016 and December 31, 2015, respectively |
|
316
|
|
|
317
|
|
||
Total other property and investments
|
|
318
|
|
|
319
|
|
||
Deferred Charges and Other Assets:
|
|
|
|
|
||||
Prepaid long-term service agreements
|
|
184
|
|
|
166
|
|
||
Other deferred charges and assets — affiliated
|
|
20
|
|
|
9
|
|
||
Other deferred charges and assets — non-affiliated
|
|
137
|
|
|
139
|
|
||
Total deferred charges and other assets
|
|
341
|
|
|
314
|
|
||
Total Assets
|
|
$
|
8,999
|
|
|
$
|
8,905
|
|
Liabilities and Stockholders' Equity
|
|
At March 31,
2016 |
|
At December 31,
2015 |
||||
|
|
(in millions)
|
||||||
Current Liabilities:
|
|
|
|
|
||||
Securities due within one year
|
|
$
|
401
|
|
|
$
|
403
|
|
Notes payable
|
|
413
|
|
|
137
|
|
||
Accounts payable —
|
|
|
|
|
||||
Affiliated
|
|
62
|
|
|
66
|
|
||
Other
|
|
347
|
|
|
327
|
|
||
Accrued taxes —
|
|
|
|
|
||||
Accrued income taxes
|
|
9
|
|
|
198
|
|
||
Other accrued taxes
|
|
16
|
|
|
5
|
|
||
Accrued interest
|
|
25
|
|
|
23
|
|
||
Contingent consideration
|
|
21
|
|
|
36
|
|
||
Other current liabilities
|
|
49
|
|
|
44
|
|
||
Total current liabilities
|
|
1,343
|
|
|
1,239
|
|
||
Long-term Debt
|
|
2,722
|
|
|
2,719
|
|
||
Deferred Credits and Other Liabilities:
|
|
|
|
|
||||
Accumulated deferred income taxes
|
|
470
|
|
|
601
|
|
||
Accumulated deferred investment tax credits
|
|
1,025
|
|
|
889
|
|
||
Accrued income taxes, non-current
|
|
109
|
|
|
109
|
|
||
Asset retirement obligations
|
|
25
|
|
|
21
|
|
||
Deferred capacity revenues — affiliated
|
|
6
|
|
|
17
|
|
||
Other deferred credits and liabilities
|
|
11
|
|
|
3
|
|
||
Total deferred credits and other liabilities
|
|
1,646
|
|
|
1,640
|
|
||
Total Liabilities
|
|
5,711
|
|
|
5,598
|
|
||
Redeemable Noncontrolling Interests
|
|
44
|
|
|
43
|
|
||
Common Stockholder's Equity:
|
|
|
|
|
||||
Common stock, par value $.01 per share --
|
|
|
|
|
||||
Authorized - 1,000,000 shares
|
|
|
|
|
||||
Outstanding - 1,000 shares
|
|
—
|
|
|
—
|
|
||
Paid-in capital
|
|
1,821
|
|
|
1,822
|
|
||
Retained earnings
|
|
640
|
|
|
657
|
|
||
Accumulated other comprehensive income
|
|
5
|
|
|
4
|
|
||
Total common stockholder's equity
|
|
2,466
|
|
|
2,483
|
|
||
Noncontrolling Interests
|
|
778
|
|
|
781
|
|
||
Total Stockholders' Equity
|
|
3,244
|
|
|
3,264
|
|
||
Total Liabilities and Stockholders' Equity
|
|
$
|
8,999
|
|
|
$
|
8,905
|
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$17
|
|
51.5
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(33)
|
|
(9.5)
|
|
First Quarter 2016
vs. First Quarter 2015 |
||||
|
(change in millions)
|
|
(% change)
|
||
PPA capacity revenues
|
$
|
(3
|
)
|
|
(2.1)
|
PPA energy revenues
|
—
|
|
|
N/M
|
|
Total PPA revenues
|
(3
|
)
|
|
(1.1)
|
|
Revenue not covered by PPA
|
(31
|
)
|
|
(30.0)
|
|
Other revenues
|
1
|
|
|
50.0
|
|
Total operating revenues
|
$
|
(33
|
)
|
|
(9.5)%
|
•
|
PPA capacity revenues decreased $3 million as a result of a $15 million decrease in non-affiliate capacity revenues, partially offset by a $12 million increase in affiliate capacity revenues primarily due to PPA remarketing.
|
•
|
PPA energy revenues
remained flat; however, a $20 million increase in renewable energy sales, arising from new solar and wind facilities, was offset by a decrease of $20 million in fuel revenues related to natural gas PPAs.
|
•
|
Revenues not covered by PPA decreased $31 million primarily due to a 23% decrease in non-PPA KWH sales associated with increased scheduled outages and a reduction in demand
driven by milder weather in 2016 as compared to 2015.
|
|
First Quarter 2016
|
First Quarter 2015
|
Generation
(in billions of KWHs)
|
7.7
|
7.9
|
Purchased power
(in billions of KWHs)
|
0.6
|
0.5
|
Total generation and purchased power
|
8.3
|
8.4
|
Total generation and purchased power (excluding solar, wind and tolling)
|
5.3
|
5.9
|
|
|
First Quarter 2016
vs. First Quarter 2015 |
||||
|
|
(change in millions)
|
|
(% change)
|
||
Fuel
|
|
$
|
(47
|
)
|
|
(34.1)
|
Purchased power
|
|
(7
|
)
|
|
(26.9)
|
|
Total fuel and purchased power expenses
|
|
$
|
(54
|
)
|
|
|
•
|
Fuel expense decreased $47 million primarily due to a $28 million decrease associated with the average cost of natural gas per KWH generated and a $19 million decrease associated with the volume of KWHs generated.
|
•
|
Purchased power expense decreased $7 million due to a $12 million decrease in the average cost of purchased power and a $4 million decrease associated with a PPA expiration, partially offset by a $9 million increase associated with the volume of KWHs purchased.
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$27
|
|
51.9
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$14
|
|
23.7
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(1)
|
|
(4.5)
|
First Quarter 2016 vs. First Quarter 2015
|
||
(change in millions)
|
|
(% change)
|
$(35)
|
|
N/M
|
Project Facility
|
Approx. Nameplate Capacity
|
Location
|
Percentage Ownership
|
|
Expected/Actual COD
|
PPA Contract Period
|
|
|
(MW)
|
|
|
|
|
|
|
SOLAR
|
|||||||
Calipatria
(a)
|
20
|
Imperial County, CA
|
90
|
%
|
|
February 11, 2016
|
20 years
|
East Pecos
(b)
|
120
|
Pecos County, TX
|
100
|
%
|
|
Fourth quarter 2016
|
15 years
|
WIND
|
|||||||
Grant Wind
(c)
|
151
|
Grant County, OK
|
100
|
%
|
|
April 8, 2016
|
20 years
|
Passadumkeag
(d)
|
40
|
Penobscot County, ME
|
100
|
%
|
|
Second quarter 2016
|
15 years
|
Solar Facility
|
Approx. Nameplate Capacity
|
Location
|
Expected/Actual COD
|
PPA
Contract Period |
Estimated Construction Costs
|
|
||||
|
(MW)
|
|
|
|
(in millions)
|
|
||||
Butler
|
103
|
Taylor County, GA
|
Fourth quarter 2016
|
30 years
|
$
|
220
|
|
-
|
230
|
(a)
|
Desert Stateline
|
299
(b)
|
San Bernardino County, CA
|
Through third quarter 2016
|
20 years
|
$
|
1,200
|
|
-
|
1,300
|
(c)
|
Garland and
Garland A (d) |
205
|
Kern County, CA
|
Fourth quarter 2016 Third quarter 2016
|
15 years
and 20 years |
$
|
532
|
|
-
|
552
|
(e)
|
Roserock
(d)
|
160
|
Pecos County, TX
|
Fourth quarter 2016
|
20 years
|
$
|
333
|
|
-
|
353
|
(e)
|
Sandhills
|
146
|
Taylor County, GA
|
Fourth quarter 2016
|
25 years
|
$
|
260
|
|
-
|
280
|
|
Tranquillity
(d)
|
205
|
Fresno County, CA
|
Third quarter 2016
|
18 years
|
$
|
473
|
|
-
|
493
|
(f)
|
(a)
|
Butler
- Total estimated construction costs include the acquisition price of all outstanding membership interests of the related entity.
|
(c)
|
Desert Stateline
- 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. Total estimated construction costs include the acquisition price allocated to CWIP; however, the allocation of the purchase price to individual assets has not been finalized.
|
(d)
|
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.
|
(e)
|
Total estimated construction costs include the acquisition price allocated to CWIP. During the first quarter 2016, the allocation of the purchase price to individual assets was finalized with no changes.
|
(f)
|
Total estimated construction costs include the acquisition price allocated to CWIP; however, the allocation of the purchase price to individual assets has not been finalized.
|
Project
|
|
Maturity Date
|
|
Construction Loan Facility
|
|
Bridge Loan Facility
|
|
Total
|
|
Total Undrawn
|
|
Letter of Credit Facility
|
|
Total Undrawn
|
||||||||||||
|
|
|
|
(in millions)
|
||||||||||||||||||||||
Tranquillity
|
|
Earlier of COD or December 31, 2016
|
|
$
|
86
|
|
|
$
|
172
|
|
|
$
|
258
|
|
|
$
|
52
|
|
|
$
|
77
|
|
|
$
|
26
|
|
Roserock
|
|
Earlier of COD or November 30, 2016
|
|
63
|
|
|
180
|
|
|
243
|
|
|
121
|
|
|
23
|
|
|
16
|
|
||||||
Garland
|
|
Earlier of COD or November 30, 2016
|
|
86
|
|
|
308
|
|
|
394
|
|
|
309
|
|
|
49
|
|
|
32
|
|
||||||
Total
|
|
|
|
$
|
235
|
|
|
$
|
660
|
|
|
$
|
895
|
|
|
$
|
482
|
|
|
$
|
149
|
|
|
$
|
74
|
|
Credit Ratings
|
Maximum Potential
Collateral Requirements |
||
|
(in millions)
|
||
At BBB and/or Baa2
|
$
|
11
|
|
At BBB- and/or Baa3
|
$
|
350
|
|
Below BBB- and/or Baa3
|
$
|
1,063
|
|
Note
|
|
Page Number
|
A
|
||
B
|
||
C
|
||
D
|
||
E
|
||
F
|
||
G
|
||
H
|
||
I
|
||
J
|
Registrant
|
Applicable Notes
|
Southern Company
|
A, B, C, D, E, F, G, H, I, J
|
Alabama Power
|
A, B, C, E, F, G, H
|
Georgia Power
|
A, B, C, E, F, G, H
|
Gulf Power
|
A, B, C, E, F, G, H
|
Mississippi Power
|
A, B, C, E, F, G, H
|
Southern Power
|
A, B, C, D, E, G, H, I
|
(A)
|
INTRODUCTION
|
(B)
|
CONTINGENCIES AND REGULATORY MATTERS
|
Regulatory Clause
|
|
Balance Sheet Line Item
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
|
|
(in millions)
|
||||||
Rate CNP Compliance
|
|
Under recovered regulatory clause revenues, current
|
$
|
22
|
|
|
$
|
43
|
|
Rate CNP PPA
|
|
Deferred under recovered regulatory clause revenues
|
105
|
|
|
99
|
|
||
Retail Energy Cost Recovery
|
|
Other regulatory liabilities, current
|
173
|
|
|
238
|
|
||
|
|
Deferred over recovered regulatory clause revenues
|
64
|
|
|
—
|
|
||
Natural Disaster Reserve
|
|
Other regulatory liabilities, deferred
|
74
|
|
|
75
|
|
Regulatory Clause
|
|
Balance Sheet Location
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
|
|
|
(in millions)
|
||||||
Fuel Cost Recovery
|
|
Other regulatory liabilities, current
|
|
$
|
20
|
|
|
$
|
18
|
|
Purchased Power Capacity Recovery
|
|
Under recovered regulatory clause revenues
|
|
4
|
|
|
1
|
|
||
Environmental Cost Recovery
|
|
Under recovered regulatory clause revenues
|
|
17
|
|
|
19
|
|
||
Energy Conservation Cost Recovery
|
|
Other regulatory liabilities, current
|
|
2
|
|
|
4
|
|
Cost Category
|
2010 Project Estimate
(f)
|
|
Current Cost Estimate
(a)
|
|
Actual Costs
|
||||||
|
(in billions)
|
||||||||||
Plant Subject to Cost Cap
(b)(g)
|
$
|
2.40
|
|
|
$
|
5.35
|
|
|
$
|
4.99
|
|
Lignite Mine and Equipment
|
0.21
|
|
|
0.23
|
|
|
0.23
|
|
|||
CO
2
Pipeline Facilities
|
0.14
|
|
|
0.11
|
|
|
0.12
|
|
|||
AFUDC
(c)
|
0.17
|
|
|
0.71
|
|
|
0.62
|
|
|||
Combined Cycle and Related Assets Placed in
Service – Incremental (d)(g) |
—
|
|
|
0.02
|
|
|
0.01
|
|
|||
General Exceptions
|
0.05
|
|
|
0.10
|
|
|
0.09
|
|
|||
Deferred Costs
(e)(g)
|
—
|
|
|
0.20
|
|
|
0.18
|
|
|||
Additional DOE Grants
(h)
|
—
|
|
|
(0.14
|
)
|
|
—
|
|
|||
Total Kemper IGCC
|
$
|
2.97
|
|
|
$
|
6.58
|
|
|
$
|
6.24
|
|
(a)
|
Amounts in the Current Cost Estimate reflect estimated costs through September 30, 2016.
|
(b)
|
The 2012 MPSC CPCN Order approved a construction cost cap of up to
$2.88 billion
, net of the Initial DOE Grants and excluding the Cost Cap Exceptions. The Current Cost Estimate and the Actual Costs include non-incremental operating and maintenance costs related to the combined cycle and associated common facilities placed in service in August 2014 that are subject to the
$2.88 billion
cost cap and exclude post-in-service costs for the lignite mine. See "Rate Recovery of Kemper IGCC Costs – 2013 MPSC Rate Order" herein for additional information. The Current Cost Estimate and the Actual Costs reflect
100%
of the costs of the Kemper IGCC. See note (g) for additional information.
|
(c)
|
Mississippi Power's original estimate included recovery of financing costs during construction rather than the accrual of AFUDC. This approach was not approved by the Mississippi PSC in 2012 as described in "Rate Recovery of Kemper IGCC Costs." The current estimate reflects the impact of a settlement agreement with the wholesale customers for cost-based rates under FERC's jurisdiction. See "FERC Matters" herein for additional information.
|
(d)
|
Incremental operating and maintenance costs related to the combined cycle and associated common facilities placed in service in August 2014, net of costs related to energy sales. See "Rate Recovery of Kemper IGCC Costs – 2013 MPSC Rate Order" herein for additional information.
|
(e)
|
The 2012 MPSC CPCN Order approved deferral of non-capital Kemper IGCC-related costs during construction as described in "Rate Recovery of Kemper IGCC Costs – Regulatory Assets and Liabilities" herein.
|
(f)
|
The 2010 Project Estimate is the certificated cost estimate adjusted to include the certificated
estimate for the CO
2
pipeline facilities approved in 2011 by the Mississippi PSC.
|
(g)
|
Beginning in the third quarter 2015, certain costs, including debt carrying costs (associated with assets placed in service and other non-CWIP accounts), that previously were deferred as regulatory assets are now being recognized through income; however, such costs continue to be included in the Current Cost Estimate and the Actual Costs at
March 31, 2016
.
|
(h)
|
On April 8, 2016, Mississippi Power received approximately
$137 million
in additional grants from the DOE for the Kemper IGCC, which are expected to be used to reduce future rate impacts for customers.
|
(C)
|
FAIR VALUE MEASUREMENTS
|
|
Fair Value Measurements Using
|
|
|
|
|
||||||||||||||
As of March 31, 2016:
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Net Asset Value as a Practical Expedient (NAV)
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Southern Company
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy-related derivatives
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
Interest rate derivatives
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|||||
Nuclear decommissioning trusts
(a)
|
624
|
|
|
898
|
|
|
—
|
|
|
16
|
|
|
1,538
|
|
|||||
Cash equivalents
|
503
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
503
|
|
|||||
Other investments
|
9
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
10
|
|
|||||
Total
|
$
|
1,136
|
|
|
$
|
943
|
|
|
$
|
1
|
|
|
$
|
16
|
|
|
$
|
2,096
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy-related derivatives
|
$
|
—
|
|
|
$
|
201
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
201
|
|
Interest rate derivatives
|
—
|
|
|
193
|
|
|
—
|
|
|
—
|
|
|
193
|
|
|||||
Total
|
$
|
—
|
|
|
$
|
394
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
394
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Alabama Power
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy-related derivatives
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Nuclear decommissioning trusts
(b)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Domestic equity
|
365
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
432
|
|
|||||
Foreign equity
|
46
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|||||
U.S. Treasury and government agency securities
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|||||
Corporate bonds
|
11
|
|
|
137
|
|
|
—
|
|
|
—
|
|
|
148
|
|
|||||
Mortgage and asset backed securities
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|||||
Private Equity
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
16
|
|
|||||
Other
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
Cash equivalents
|
321
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
321
|
|
|||||
Total
|
$
|
743
|
|
|
$
|
310
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
1,069
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy-related derivatives
|
$
|
—
|
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
49
|
|
|
Fair Value Measurements Using
|
|
|
|
|
||||||||||||||
As of March 31, 2016:
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Net Asset Value as a Practical Expedient (NAV)
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Georgia Power
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy-related derivatives
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Interest rate derivatives
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
Nuclear decommissioning trusts
(b) (c)
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic equity
|
180
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
181
|
|
|||||
Foreign equity
|
—
|
|
|
115
|
|
|
—
|
|
|
—
|
|
|
115
|
|
|||||
U.S. Treasury and government agency securities
|
—
|
|
|
111
|
|
|
—
|
|
|
—
|
|
|
111
|
|
|||||
Municipal bonds
|
—
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|||||
Corporate bonds
|
—
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|||||
Mortgage and asset backed securities
|
—
|
|
|
145
|
|
|
—
|
|
|
—
|
|
|
145
|
|
|||||
Other
|
22
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|||||
Cash equivalents
|
57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|||||
Total
|
$
|
259
|
|
|
$
|
609
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
868
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy-related derivatives
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gulf Power
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash equivalents
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy-related derivatives
|
$
|
—
|
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
94
|
|
Interest rate derivatives
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Total
|
$
|
—
|
|
|
$
|
99
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
99
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mississippi Power
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash equivalents
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy-related derivatives
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Southern Power
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy-related derivatives
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Interest rate derivatives
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Cash equivalents
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||
Total
|
$
|
39
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy-related derivatives
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
(a)
|
For additional detail, see the nuclear decommissioning trusts sections for Alabama Power and Georgia Power in this table.
|
(b)
|
Excludes receivables related to investment income, pending investment sales, payables related to pending investment purchases, and currencies.
|
(c)
|
Includes the investment securities pledged to creditors and collateral received and excludes payables related to the securities lending program. As of
March 31, 2016
, approximately
$58 million
of the fair market value of Georgia Power's nuclear decommissioning trust funds' securities were on loan to creditors under the funds' managers' securities lending program.
|
As of March 31, 2016:
|
|
Fair
Value
|
|
Unfunded
Commitments
|
|
Redemption
Frequency
|
|
Redemption
Notice Period
|
||||
|
|
(in millions)
|
|
|
|
|
||||||
Southern Company
|
|
$
|
16
|
|
|
$
|
29
|
|
|
Not Applicable
|
|
Not Applicable
|
Alabama Power
|
|
$
|
16
|
|
|
$
|
29
|
|
|
Not Applicable
|
|
Not Applicable
|
|
|
Carrying
Amount
|
|
Fair
Value
|
||||
|
|
(in millions)
|
||||||
Long-term debt, including securities due within one year:
|
|
|
|
|
||||
Southern Company
|
|
$
|
28,341
|
|
|
$
|
29,827
|
|
Alabama Power
|
|
$
|
7,089
|
|
|
$
|
7,688
|
|
Georgia Power
|
|
$
|
10,549
|
|
|
$
|
11,400
|
|
Gulf Power
|
|
$
|
1,303
|
|
|
$
|
1,366
|
|
Mississippi Power
|
|
$
|
3,209
|
|
|
$
|
2,938
|
|
Southern Power
|
|
$
|
3,123
|
|
|
$
|
3,171
|
|
(D)
|
STOCKHOLDERS' EQUITY
|
|
|
Three Months Ended March 31, 2016
|
|
Three Months Ended March 31, 2015
|
||
|
|
(in millions)
|
||||
As reported shares
|
|
916
|
|
|
910
|
|
Effect of options and performance share award units
|
|
6
|
|
|
5
|
|
Diluted shares
|
|
922
|
|
|
915
|
|
|
Number of
Common Shares
|
|
Common
Stockholders' Equity |
|
Preferred and
Preference
Stock of
Subsidiaries
|
|
|
|
Total
Stockholders' Equity |
||||||||||||
|
Issued
|
|
Treasury
|
|
|
|
Noncontrolling Interests
(*)
|
|
|||||||||||||
|
(in thousands)
|
|
(in millions)
|
||||||||||||||||||
Balance at December 31, 2015
|
915,073
|
|
|
(3,352
|
)
|
|
$
|
20,592
|
|
|
$
|
609
|
|
|
$
|
781
|
|
|
$
|
21,982
|
|
Consolidated net income attributable to Southern Company
|
—
|
|
|
—
|
|
|
485
|
|
|
—
|
|
|
—
|
|
|
485
|
|
||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
(114
|
)
|
|
—
|
|
|
—
|
|
|
(114
|
)
|
||||
Stock issued
|
6,572
|
|
|
—
|
|
|
270
|
|
|
—
|
|
|
—
|
|
|
270
|
|
||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
60
|
|
||||
Cash dividends on common stock
|
—
|
|
|
—
|
|
|
(497
|
)
|
|
—
|
|
|
—
|
|
|
(497
|
)
|
||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
129
|
|
|
129
|
|
||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
||||
Purchase of membership interests from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
|
(129
|
)
|
||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Other
|
—
|
|
|
(35
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Balance at March 31, 2016
|
921,645
|
|
|
(3,387
|
)
|
|
$
|
20,797
|
|
|
$
|
609
|
|
|
$
|
778
|
|
|
$
|
22,184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2014
|
908,502
|
|
|
(725
|
)
|
|
$
|
19,949
|
|
|
$
|
756
|
|
|
$
|
221
|
|
|
$
|
20,926
|
|
Consolidated net income attributable to Southern Company
|
—
|
|
|
—
|
|
|
508
|
|
|
—
|
|
|
—
|
|
|
508
|
|
||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
||||
Stock issued
|
3,094
|
|
|
—
|
|
|
112
|
|
|
—
|
|
|
—
|
|
|
112
|
|
||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
53
|
|
||||
Stock repurchased, at cost
|
—
|
|
|
(2,599
|
)
|
|
(115
|
)
|
|
—
|
|
|
—
|
|
|
(115
|
)
|
||||
Cash dividends on common stock
|
—
|
|
|
—
|
|
|
(478
|
)
|
|
—
|
|
|
—
|
|
|
(478
|
)
|
||||
Other
|
—
|
|
|
(11
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Balance at March 31, 2015
|
911,596
|
|
|
(3,335
|
)
|
|
$
|
20,017
|
|
|
$
|
756
|
|
|
$
|
221
|
|
|
$
|
20,994
|
|
(*)
|
Primarily related to Southern Power Company.
|
(E)
|
FINANCING
|
|
Expires
|
|
|
|
Executable Term
Loans
|
|
Due Within One
Year
|
||||||||||||||||||||||||||||
Company
|
2016
|
|
2017
|
2018
|
2020
|
|
Total
|
|
Unused
|
|
One
Year
|
|
Two
Years
|
|
Term
Out
|
|
No Term
Out
|
||||||||||||||||||
|
|
|
|
(in millions)
|
|
(in millions)
|
|
(in millions)
|
|||||||||||||||||||||||||||
Southern Company
(a)
|
$
|
—
|
|
$
|
—
|
|
$
|
1,000
|
|
$1,250
|
|
$
|
2,250
|
|
|
$
|
2,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Alabama Power
|
40
|
|
—
|
|
500
|
|
800
|
|
|
1,340
|
|
|
1,340
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|||||||||
Georgia Power
|
—
|
|
—
|
|
—
|
|
1,750
|
|
|
1,750
|
|
|
1,732
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Gulf Power
|
75
|
|
40
|
|
165
|
|
—
|
|
|
280
|
|
|
280
|
|
|
45
|
|
|
—
|
|
|
45
|
|
|
40
|
|
|||||||||
Mississippi Power
|
205
|
|
—
|
|
—
|
|
—
|
|
|
205
|
|
|
180
|
|
|
30
|
|
|
15
|
|
|
45
|
|
|
160
|
|
|||||||||
Southern Power Company
(b)
|
—
|
|
—
|
|
—
|
|
600
|
|
|
600
|
|
|
560
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Other
|
70
|
|
—
|
|
—
|
|
—
|
|
|
70
|
|
|
70
|
|
|
20
|
|
|
—
|
|
|
20
|
|
|
50
|
|
|||||||||
Total
|
$
|
390
|
|
$
|
40
|
|
$
|
1,665
|
|
$4,400
|
|
$
|
6,495
|
|
|
$
|
6,412
|
|
|
$
|
95
|
|
|
$
|
15
|
|
|
$
|
110
|
|
|
$
|
290
|
|
(a)
|
Excludes the
$8.1 billion
Bridge Agreement entered into in September 2015 that will be funded only to the extent necessary to provide financing for the Merger as discussed herein.
|
(b)
|
Excluding its subsidiaries. See "Project Credit Facilities" below and Note (I) under "Southern Power" for additional information.
|
Project
|
|
Maturity Date
|
|
Construction Loan Facility
|
|
Bridge Loan Facility
|
|
Total
|
|
Total Undrawn
|
|
Letter of Credit Facility
|
|
Total Undrawn
|
||||||||||||
|
|
|
|
(in millions)
|
||||||||||||||||||||||
Tranquillity
|
|
Earlier of COD or December 31, 2016
|
|
$
|
86
|
|
|
$
|
172
|
|
|
$
|
258
|
|
|
$
|
52
|
|
|
$
|
77
|
|
|
$
|
26
|
|
Roserock
|
|
Earlier of COD or November 30, 2016
|
|
63
|
|
|
180
|
|
|
243
|
|
|
121
|
|
|
23
|
|
|
16
|
|
||||||
Garland
|
|
Earlier of COD or November 30, 2016
|
|
86
|
|
|
308
|
|
|
394
|
|
|
309
|
|
|
49
|
|
|
32
|
|
||||||
Total
|
|
|
|
$
|
235
|
|
|
$
|
660
|
|
|
$
|
895
|
|
|
$
|
482
|
|
|
$
|
149
|
|
|
$
|
74
|
|
Company
(a)
|
Senior Note Issuances
|
|
Senior
Note Maturities and Redemptions
|
|
Revenue
Bond Maturities Redemptions and Repurchases |
|
Other
Long-Term
Debt
Issuances
|
|
Other
Long-Term
Debt Redemptions
and
Maturities
(b)
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Alabama Power
|
$
|
400
|
|
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
45
|
|
|
$
|
—
|
|
Georgia Power
|
650
|
|
|
250
|
|
|
4
|
|
|
—
|
|
|
1
|
|
|||||
Mississippi Power
|
—
|
|
|
—
|
|
|
—
|
|
|
1,100
|
|
|
426
|
|
|||||
Southern Power
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Elimination
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
(200
|
)
|
|
—
|
|
|||||
Total
|
$
|
1,050
|
|
|
$
|
450
|
|
|
$
|
4
|
|
|
$
|
947
|
|
|
$
|
434
|
|
(a)
|
Southern Company and Gulf Power did not issue or redeem any long-term debt during the first three months of 2016.
|
(b)
|
Includes reductions in capital lease obligations resulting from cash payments under capital leases.
|
(c)
|
Intercompany loans from Southern Company to Mississippi Power eliminated in Southern Company's Consolidated Financial Statements.
|
(F)
|
RETIREMENT BENEFITS
|
Pension Plans
|
|
Southern
Company
|
|
Alabama
Power
|
|
Georgia
Power
|
|
Gulf
Power
|
|
Mississippi
Power
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Service cost
|
|
$
|
62
|
|
|
$
|
14
|
|
|
$
|
17
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Interest cost
|
|
100
|
|
|
24
|
|
|
34
|
|
|
5
|
|
|
5
|
|
|||||
Expected return on plan assets
|
|
(187
|
)
|
|
(46
|
)
|
|
(64
|
)
|
|
(9
|
)
|
|
(9
|
)
|
|||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Prior service costs
|
|
4
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
Net (gain)/loss
|
|
38
|
|
|
10
|
|
|
14
|
|
|
2
|
|
|
2
|
|
|||||
Net cost
|
|
$
|
17
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Three Months Ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Service cost
|
|
$
|
64
|
|
|
$
|
15
|
|
|
$
|
18
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Interest cost
|
|
111
|
|
|
26
|
|
|
38
|
|
|
5
|
|
|
5
|
|
|||||
Expected return on plan assets
|
|
(181
|
)
|
|
(45
|
)
|
|
(63
|
)
|
|
(8
|
)
|
|
(8
|
)
|
|||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Prior service costs
|
|
6
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|||||
Net (gain)/loss
|
|
54
|
|
|
14
|
|
|
19
|
|
|
3
|
|
|
3
|
|
|||||
Net cost
|
|
$
|
54
|
|
|
$
|
12
|
|
|
$
|
15
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Postretirement Benefits
|
|
Southern
Company
|
|
Alabama
Power
|
|
Georgia
Power
|
|
Gulf
Power
|
|
Mississippi
Power
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Service cost
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
|
18
|
|
|
5
|
|
|
8
|
|
|
1
|
|
|
1
|
|
|||||
Expected return on plan assets
|
|
(14
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Prior service costs
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net (gain)/loss
|
|
3
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
Net cost
|
|
$
|
14
|
|
|
$
|
1
|
|
|
$
|
6
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Three Months Ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Service cost
|
|
$
|
6
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
|
19
|
|
|
5
|
|
|
8
|
|
|
1
|
|
|
1
|
|
|||||
Expected return on plan assets
|
|
(15
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Prior service costs
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net (gain)/loss
|
|
5
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|||||
Net cost
|
|
$
|
16
|
|
|
$
|
1
|
|
|
$
|
7
|
|
|
$
|
1
|
|
|
$
|
1
|
|
(G)
|
INCOME TAXES
|
|
Mississippi Power
|
|
Southern Power
|
|
Southern Company
|
||||||
|
(in millions)
|
||||||||||
Unrecognized tax benefits as of December 31, 2015
|
$
|
421
|
|
|
$
|
8
|
|
|
$
|
433
|
|
Tax positions from current periods
|
—
|
|
|
5
|
|
|
5
|
|
|||
Balance as of March 31, 2016
|
$
|
421
|
|
|
$
|
13
|
|
|
$
|
438
|
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||||||||||||
|
Mississippi Power
|
|
Southern Power
|
|
Southern Company
|
|
Southern Company
|
||||||||
|
(in millions)
|
||||||||||||||
Tax positions impacting the effective tax rate
|
$
|
(2
|
)
|
|
$
|
13
|
|
|
$
|
15
|
|
|
$
|
10
|
|
Tax positions not impacting the effective tax rate
|
423
|
|
|
—
|
|
|
423
|
|
|
423
|
|
||||
Balance of unrecognized tax benefits
|
$
|
421
|
|
|
$
|
13
|
|
|
$
|
438
|
|
|
$
|
433
|
|
(H)
|
DERIVATIVES
|
•
|
Regulatory Hedges
— Energy-related derivative contracts which are designated as regulatory hedges relate primarily to the traditional operating companies' fuel-hedging programs, where gains and losses are initially recorded as regulatory liabilities and assets, respectively, and then are included in fuel expense as the underlying fuel is used in operations and ultimately recovered through the respective fuel cost recovery clauses.
|
•
|
Cash Flow Hedges
— Gains and losses on energy-related derivatives designated as cash flow hedges (which are mainly used to hedge anticipated purchases and sales) are initially deferred in OCI before being recognized in the statements of income in the same period as the hedged transactions are reflected in earnings.
|
•
|
Not Designated
— Gains and losses on energy-related derivative contracts that are not designated or fail to qualify as hedges are recognized in the statements of income as incurred.
|
|
|
Net
Purchased
mmBtu
|
|
Longest
Hedge
Date
|
|
Longest
Non-Hedge
Date
|
|
|
(in millions)
|
|
|
|
|
Southern Company
|
|
235
|
|
2020
|
|
2017
|
Alabama Power
|
|
60
|
|
2019
|
|
—
|
Georgia Power
|
|
65
|
|
2019
|
|
—
|
Gulf Power
|
|
74
|
|
2020
|
|
—
|
Mississippi Power
|
|
28
|
|
2018
|
|
—
|
Southern Power
|
|
8
|
|
2016
|
|
2017
|
|
|
Notional
Amount
|
|
Interest
Rate
Received
|
|
Weighted
Average
Interest
Rate Paid
|
|
Hedge
Maturity
Date
|
|
Fair Value
Gain (Loss) at March 31, 2016 |
||||
|
|
(in millions)
|
|
|
|
|
|
|
|
(in millions)
|
||||
Cash Flow Hedges of Forecasted Debt
|
|
|
|
|
|
|
|
|
||||||
Southern Company
|
|
$
|
1,500
|
|
|
3-month
LIBOR |
|
2.14%
|
|
November 2026
|
|
$
|
(55
|
)
|
Southern Company
|
|
1,200
|
|
|
3-month
LIBOR |
|
2.60%
|
|
November 2046
|
|
(127
|
)
|
||
Gulf Power
|
|
80
|
|
|
3-month
LIBOR |
|
2.32%
|
|
December 2026
|
|
(4
|
)
|
||
Cash Flow Hedges of Existing Debt
|
|
|
|
|
|
|
|
|
||||||
Georgia Power
|
|
200
|
|
|
3-month
LIBOR + 0.40% |
|
1.01%
|
|
August 2016
|
|
—
|
|
||
Fair Value Hedges on Existing Debt
|
|
|
|
|
|
|
|
|
||||||
Southern Company
|
|
250
|
|
|
1.30%
|
|
3-month
LIBOR + 0.17% |
|
August 2017
|
|
1
|
|
||
Southern Company
|
|
300
|
|
|
2.75%
|
|
3-month
LIBOR + 0.92% |
|
June 2020
|
|
10
|
|
||
Georgia Power
|
|
250
|
|
|
5.40%
|
|
3-month
LIBOR + 4.02% |
|
June 2018
|
|
3
|
|
||
Georgia Power
|
|
200
|
|
|
4.25%
|
|
3-month
LIBOR + 2.46% |
|
December 2019
|
|
6
|
|
||
Georgia Power
|
|
500
|
|
|
1.95%
|
|
3-month
LIBOR + 0.76% |
|
December 2018
|
|
5
|
|
||
Derivatives not Designated as Hedges
|
|
|
|
|
|
|
|
|
||||||
Southern Power
|
|
65
|
|
(a,d)
|
3-month
LIBOR |
|
2.50%
|
|
October 2016
|
(e)
|
—
|
|
||
Southern Power
|
|
47
|
|
(b,d)
|
3-month
LIBOR |
|
2.21%
|
|
October 2016
|
(e)
|
—
|
|
||
Southern Power
|
|
65
|
|
(c,d)
|
3-month
LIBOR |
|
2.21%
|
|
November 2016
|
(f)
|
—
|
|
||
Total
|
|
$
|
4,657
|
|
|
|
|
|
|
|
|
$
|
(161
|
)
|
(a)
|
Swaption at RE Tranquillity LLC. See Note 12 to the financial statements of Southern Company and Note 2 to the financial statements of Southern Power in Item 8 of the Form 10-K for additional information.
|
(b)
|
Swaption at RE Roserock LLC. See Note 12 to the financial statements of Southern Company and Note 2 to the financial statements of Southern Power in Item 8 of the Form 10-K for additional information.
|
(c)
|
Swaption at RE Garland Holdings LLC. See Note 12 to the financial statements of Southern Company and Note 2 to the financial statements of Southern Power in Item 8 of the Form 10-K for additional information.
|
(d)
|
Amortizing notional amount.
|
(e)
|
Represents the mandatory settlement date. Settlement will be based on a
15
-year amortizing swap.
|
(f)
|
Represents the mandatory settlement date. Settlement will be based on a
12
-year amortizing swap.
|
Asset Derivatives at March 31, 2016
|
||||||||||||||||||||||||
|
|
Fair Value
|
||||||||||||||||||||||
Derivative Category and Balance Sheet Location
|
|
Southern
Company
|
|
Alabama
Power
|
|
Georgia
Power
|
|
Gulf
Power
|
|
Mississippi
Power
|
|
Southern
Power
|
||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||
Derivatives designated as hedging instruments for regulatory purposes
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy-related derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other current assets
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
||
Other deferred charges and assets
|
|
5
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
|
|||||||
Total derivatives designated as hedging instruments for regulatory purposes
|
|
$
|
7
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
|
Derivatives designated as hedging instruments in cash flow and fair value hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy-related derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other current assets
(*)
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Interest rate derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other current assets
|
|
18
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other deferred charges and assets
|
|
14
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total derivatives designated as hedging instruments in cash flow and fair value hedges
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy-related derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other current assets
(*)
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Interest rate derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other current assets
(*)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Total derivatives not designated as hedging instruments
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Total asset derivatives
|
|
$
|
45
|
|
|
$
|
3
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
(*)
|
Southern Power includes current assets related to derivatives in "Assets from risk management activities."
|
Liability Derivatives at March 31, 2016
|
||||||||||||||||||||||||
|
|
Fair Value
|
||||||||||||||||||||||
Derivative Category and
Balance Sheet Location
|
|
Southern
Company
|
|
Alabama
Power
|
|
Georgia
Power
|
|
Gulf
Power
|
|
Mississippi
Power
|
|
Southern
Power
|
||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||
Derivatives designated as hedging instruments for regulatory purposes
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy-related derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities from risk management activities
(*)
|
|
$
|
124
|
|
|
$
|
37
|
|
|
$
|
9
|
|
|
$
|
49
|
|
|
$
|
29
|
|
|
|
||
Other deferred credits and liabilities
|
|
74
|
|
|
12
|
|
|
2
|
|
|
45
|
|
|
15
|
|
|
|
|||||||
Total derivatives designated as hedging instruments for regulatory purposes
|
|
$
|
198
|
|
|
$
|
49
|
|
|
$
|
11
|
|
|
$
|
94
|
|
|
$
|
44
|
|
|
N/A
|
|
|
Derivatives designated as hedging instruments in cash flow and fair value hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy-related derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities from risk management activities
(*)
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Interest rate derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities from risk management activities
(*)
|
|
193
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||||
Total derivatives designated as hedging instruments in cash flow and fair value hedges
|
|
$
|
195
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Energy-related derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities from risk management activities
(*)
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Total liability derivatives
|
|
$
|
394
|
|
|
$
|
49
|
|
|
$
|
11
|
|
|
$
|
99
|
|
|
$
|
44
|
|
|
$
|
3
|
|
(*)
|
Georgia Power, Mississippi Power, and Southern Power include current liabilities related to derivatives in "Other current liabilities."
|
Asset Derivatives at December 31, 2015
|
||||||||||||||||||||||||
|
|
Fair Value
|
||||||||||||||||||||||
Derivative Category and Balance Sheet Location
|
|
Southern
Company
|
|
Alabama
Power
|
|
Georgia
Power
|
|
Gulf
Power
|
|
Mississippi
Power
|
|
Southern
Power
|
||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||
Derivatives designated as hedging instruments for regulatory purposes
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy-related derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other current assets
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
|
Derivatives designated as hedging instruments in cash flow and fair value hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy-related derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other current assets
(*)
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Interest rate derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other current assets
|
|
19
|
|
|
—
|
|
|
5
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Total derivatives designated as hedging instruments in cash flow and fair value hedges
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy-related derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other current assets
(*)
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Interest rate derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other current assets
(*)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Total derivatives not designated as hedging instruments
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Total asset derivatives
|
|
$
|
29
|
|
|
$
|
1
|
|
|
$
|
7
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
7
|
|
(*)
|
Southern Power includes current assets related to derivatives in "Assets from risk management activities."
|
Liability Derivatives at December 31, 2015
|
||||||||||||||||||||||||
|
|
Fair Value
|
||||||||||||||||||||||
Derivative Category and
Balance Sheet Location
|
|
Southern
Company
|
|
Alabama
Power
|
|
Georgia
Power
|
|
Gulf
Power
|
|
Mississippi
Power
|
|
Southern Power
|
||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||
Derivatives designated as hedging instruments for regulatory purposes
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy-related derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities from risk management activities
(*)
|
|
$
|
130
|
|
|
$
|
40
|
|
|
$
|
12
|
|
|
$
|
49
|
|
|
$
|
29
|
|
|
|
||
Other deferred credits and liabilities
|
|
87
|
|
|
15
|
|
|
3
|
|
|
51
|
|
|
18
|
|
|
|
|
||||||
Total derivatives designated as hedging instruments for regulatory purposes
|
|
$
|
217
|
|
|
$
|
55
|
|
|
$
|
15
|
|
|
$
|
100
|
|
|
$
|
47
|
|
|
N/A
|
|
|
Derivatives designated as hedging instruments in cash flow and fair value hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy-related derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities from risk management activities
(*)
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Interest rate derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities from risk management activities
|
|
23
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other deferred credits and liabilities
|
|
7
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total derivatives designated as hedging instruments in cash flow and fair value hedges
|
|
$
|
32
|
|
|
$
|
15
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy-related derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities from risk management activities
(*)
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Total liability derivatives
|
|
$
|
250
|
|
|
$
|
70
|
|
|
$
|
21
|
|
|
$
|
100
|
|
|
$
|
47
|
|
|
$
|
3
|
|
(*)
|
Georgia Power, Mississippi Power, and Southern Power include current liabilities related to derivatives in "Other current liabilities."
|
Derivative Contracts at March 31, 2016
|
||||||||||||||||||||||||
|
|
Fair Value
|
||||||||||||||||||||||
|
|
Southern
Company
|
|
Alabama
Power
|
|
Georgia
Power
|
|
Gulf
Power
|
|
Mississippi
Power
|
|
Southern
Power
|
||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy-related derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy-related derivatives presented in the Balance Sheet
(a)
|
|
$
|
12
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Gross amounts not offset in the Balance Sheet
(b)
|
|
(10
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Net energy-related derivative assets
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Interest rate derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate derivatives presented in the Balance Sheet
(a)
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Gross amounts not offset in the Balance Sheet
(b)
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net interest rate derivative assets
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy-related derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy-related derivatives presented in the Balance Sheet
(a)
|
|
$
|
201
|
|
|
$
|
49
|
|
|
$
|
11
|
|
|
$
|
94
|
|
|
$
|
44
|
|
|
$
|
3
|
|
Gross amounts not offset in the Balance Sheet
(b)
|
|
(10
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Net energy-related derivative liabilities
|
|
$
|
191
|
|
|
$
|
46
|
|
|
$
|
8
|
|
|
$
|
94
|
|
|
$
|
44
|
|
|
$
|
1
|
|
Interest rate derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate derivatives presented in the Balance Sheet
(a)
|
|
$
|
193
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Gross amounts not offset in the Balance Sheet
(b)
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net interest rate derivative liabilities
|
|
$
|
172
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
None of the registrants offsets fair value amounts for multiple derivative instruments executed with the same counterparty on the balance sheets; therefore, gross and net amounts of derivative assets and liabilities presented on the balance sheets are the same.
|
(b)
|
Includes gross amounts subject to netting terms that are not offset on the balance sheets and any cash/financial collateral pledged or received.
|
Derivative Contracts at December 31, 2015
|
||||||||||||||||||||||||
|
|
Fair Value
|
||||||||||||||||||||||
|
|
Southern
Company
|
|
Alabama
Power
|
|
Georgia
Power
|
|
Gulf
Power
|
|
Mississippi
Power
|
|
Southern
Power
|
||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy-related derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy-related derivatives presented in the Balance Sheet
(a)
|
|
$
|
7
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Gross amounts not offset in the Balance Sheet
(b)
|
|
(6
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Net energy-related derivative assets
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Interest rate derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate derivatives presented in the Balance Sheet
(a)
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Gross amounts not offset in the Balance Sheet
(b)
|
|
(9
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net interest rate derivative assets
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy-related derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy-related derivatives presented in the Balance Sheet
(a)
|
|
$
|
220
|
|
|
$
|
55
|
|
|
$
|
15
|
|
|
$
|
100
|
|
|
$
|
47
|
|
|
$
|
3
|
|
Gross amounts not offset in the Balance Sheet
(b)
|
|
(6
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Net energy-related derivative liabilities
|
|
$
|
214
|
|
|
$
|
54
|
|
|
$
|
13
|
|
|
$
|
100
|
|
|
$
|
47
|
|
|
$
|
2
|
|
Interest rate derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate derivatives presented in the Balance Sheet
(a)
|
|
$
|
30
|
|
|
$
|
15
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Gross amounts not offset in the Balance Sheet
(b)
|
|
(9
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net interest rate derivative liabilities
|
|
$
|
21
|
|
|
$
|
15
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
None of the registrants offsets fair value amounts for multiple derivative instruments executed with the same counterparty on the balance sheets; therefore, gross and net amounts of derivative assets and liabilities presented on the balance sheets are the same.
|
(b)
|
Includes gross amounts subject to netting terms that are not offset on the balance sheets and any cash/financial collateral pledged or received.
|
Regulatory Hedge Unrealized Gain (Loss) Recognized on the Balance Sheet at March 31, 2016
|
||||||||||||||||||||
Derivative Category and Balance Sheet
Location
|
|
Southern
Company
|
|
Alabama
Power
|
|
Georgia
Power
|
|
Gulf
Power
|
|
Mississippi
Power
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Energy-related derivatives:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other regulatory assets, current
|
|
$
|
(124
|
)
|
|
$
|
(37
|
)
|
|
$
|
(9
|
)
|
|
$
|
(49
|
)
|
|
$
|
(29
|
)
|
Other regulatory assets, deferred
|
|
(74
|
)
|
|
(12
|
)
|
|
(2
|
)
|
|
(45
|
)
|
|
(15
|
)
|
|||||
Other regulatory liabilities, current
(a)
|
|
2
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
Other regulatory liabilities, deferred
(b)
|
|
5
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|||||
Total energy-related derivative gains (losses)
|
|
$
|
(191
|
)
|
|
$
|
(46
|
)
|
|
$
|
(7
|
)
|
|
$
|
(94
|
)
|
|
$
|
(44
|
)
|
(a)
|
Southern Company, Alabama Power, and Georgia Power include other regulatory liabilities, current in other current liabilities.
|
(b)
|
Georgia Power includes other regulatory liabilities, deferred in other deferred credits and liabilities.
|
(*)
|
Southern Company, Alabama Power, and Georgia Power include other regulatory liabilities, current in other current liabilities.
|
Derivatives in Cash Flow
Hedging Relationships
|
|
Gain (Loss)
Recognized in OCI
on Derivative
(Effective Portion)
|
|
Gain (Loss) Reclassified from Accumulated OCI into
Income (Effective Portion)
|
||||||||||||||
|
|
Statements of Income Location
|
|
Amount
|
||||||||||||||
|
|
2016
|
|
2015
|
|
|
|
2016
|
|
2015
|
||||||||
|
|
(in millions)
|
|
|
|
(in millions)
|
||||||||||||
Southern Company
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives
|
|
$
|
(190
|
)
|
|
$
|
(29
|
)
|
|
Interest expense, net of amounts capitalized
|
|
$
|
(3
|
)
|
|
$
|
(2
|
)
|
Alabama Power
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives
|
|
$
|
(4
|
)
|
|
$
|
(6
|
)
|
|
Interest expense, net of amounts capitalized
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
Georgia Power
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives
|
|
$
|
—
|
|
|
$
|
(23
|
)
|
|
Interest expense, net of amounts capitalized
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
Gulf Power
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
Interest expense, net of amounts capitalized
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives in Fair Value Hedging Relationships
|
|
||||||||
|
|
|
Gain (Loss)
|
||||||
Derivative Category
|
|
Statements of Income Location
|
2016
|
|
2015
|
||||
|
|
|
(in millions)
|
||||||
Southern Company
|
|
|
|
|
|
||||
Interest rate derivatives:
|
|
Interest expense, net of amounts capitalized
|
$
|
20
|
|
|
$
|
7
|
|
Georgia Power
|
|
|
|
|
|
||||
Interest rate derivatives:
|
|
Interest expense, net of amounts capitalized
|
$
|
14
|
|
|
$
|
6
|
|
(I)
|
ACQUISITIONS
|
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)
|
|
|||
SOLAR
|
|||||||||||||
Calipatria
|
Solar Frontier Americas Holding, LLC
February 11, 2016 |
20
|
Imperial County, CA
|
90
|
%
|
|
February 11, 2016
|
San Diego Gas & Electric Company
|
20 years
|
$
|
51
|
|
(a)
|
East Pecos
|
First Solar, Inc. March 4, 2016
|
120
|
Pecos County, TX
|
100
|
%
|
|
Fourth quarter 2016
|
Austin Energy
|
15 years
|
$
|
41
|
|
(b)
|
WIND
|
|||||||||||||
Grant Wind
|
Apex Clean Energy Holdings, LLC
April 7, 2016 |
151
|
Grant County, OK
|
100
|
%
|
|
April 8, 2016
|
Western Farmers, East Texas, and Northeast Texas Electric Cooperative
|
20 years
|
$
|
258
|
|
(c)
|
Passadumkeag
|
Quantam Wind Acquisition I, LLC
|
40
|
Penobscot County, ME
|
100
|
%
|
|
Second quarter 2016
|
Western Massachusetts Electric Company
|
15 years
|
$
|
127
|
|
(d)
|
(a)
|
Calipatria
- The total purchase price, including the minority owner, TRE's
10%
ownership interest and contingent consideration of
$6 million
, is approximately
$57 million
. As of March 31, 2016, the fair values of the assets and liabilities acquired through the business combination were recorded as follows:
$58 million
as property, plant, and equipment,
$1 million
as a transmission interconnection prepaid, and
$2 million
as payables; however, the allocation of the purchase price to individual assets has not been finalized.
|
(b)
|
East Pecos
- The total purchase price is approximately
$41 million
. As of March 31, 2016, the fair values of the assets acquired through the business combination were recorded as
$41 million
to CWIP; 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
$200 million
to
$220 million
. The ultimate outcome of this matter cannot be determined at this time.
|
(c)
|
Grant Wind
- Subsequent to March 31, 2016, Southern Power acquired all of the outstanding membership interests of Grant Wind, LLC. The purchase price includes approximately
$23 million
of contingent consideration which may be adjusted based on performance testing and production over the first
10 years
of operation.
|
(d)
|
Passadumkeag
- On March 11, 2016, Southern Power entered into an agreement to acquire all of the outstanding membership interests of Quantum Wind Acquisition I, LLC, which is expected to close in the second quarter 2016. The ultimate outcome of this matter cannot be determined at this time.
|
Solar Facility
|
Seller
|
Approx. Nameplate Capacity
|
Location
|
Expected/Actual COD
|
PPA Counterparties
for Plant Output |
PPA
Contract Period |
Estimated Construction Costs
|
|
||||
|
|
(MW)
|
|
|
|
|
(in millions)
|
|
||||
Butler
|
CERSM, LLC and Community Energy, Inc.
|
103
|
Taylor County, GA
|
Fourth quarter 2016
|
Georgia Power
(a)
|
30 years
|
$
|
220
|
|
-
|
230
|
(b)
|
Desert Stateline
|
First Solar, Inc.
|
299
(c)
|
San Bernardino County, CA
|
Through third quarter 2016
|
Southern California Edison Company (SCE)
|
20 years
|
$
|
1,200
|
|
-
|
1,300
|
(d)
|
Garland and
Garland A |
Recurrent Energy, LLC
|
205
|
Kern County, CA
|
Fourth quarter 2016
Third quarter 2016
|
SCE
|
15 years and
20 years |
$
|
532
|
|
-
|
552
|
(e,f)
|
Roserock
|
Recurrent Energy, LLC
|
160
|
Pecos County, TX
|
Fourth quarter 2016
|
Austin Energy
|
20 years
|
$
|
333
|
|
-
|
353
|
(e,f)
|
Sandhills
|
N/A
|
146
|
Taylor County, GA
|
Fourth quarter 2016
|
Cobb, Flint, Irwin, Middle Georgia and Sawnee Electric Membership Corporations
|
25 years
|
$
|
260
|
|
-
|
280
|
|
Tranquillity
|
Recurrent Energy, LLC
|
205
|
Fresno County, CA
|
Third quarter 2016
|
Shell Energy North America (US), LP/SCE
|
18 years
|
$
|
473
|
|
-
|
493
|
(f,g)
|
(a)
|
Butler
- Affiliate PPA subject to FERC approval.
|
(b)
|
Butler
- Total estimated construction costs include the acquisition price of all outstanding membership interests of the related entity.
|
(d)
|
Desert Stateline
- 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. Total estimated construction costs include the acquisition price allocated to CWIP; however, the allocation of the purchase price to individual assets has not been finalized.
|
(e)
|
Total estimated construction costs include the acquisition price allocated to CWIP. During the first quarter 2016, the allocation of the purchase price to individual assets was finalized with no changes.
|
(f)
|
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.
|
|
Electric Utilities
|
|
|
|
|
|
|
||||||||||||||||||||
|
Traditional
Operating
Companies
|
|
Southern
Power
|
|
Eliminations
|
|
Total
|
|
All
Other
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Three Months Ended March 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating revenues
|
$
|
3,742
|
|
|
$
|
315
|
|
|
$
|
(103
|
)
|
|
$
|
3,954
|
|
|
$
|
47
|
|
|
$
|
(36
|
)
|
|
$
|
3,965
|
|
Segment net income (loss)
(a)(b)
|
464
|
|
|
50
|
|
|
—
|
|
|
514
|
|
|
(26
|
)
|
|
(3
|
)
|
|
485
|
|
|||||||
Total assets at March 31, 2016
|
$
|
69,240
|
|
|
$
|
8,999
|
|
|
$
|
(396
|
)
|
|
$
|
77,843
|
|
|
$
|
2,070
|
|
|
$
|
(1,178
|
)
|
|
$
|
78,735
|
|
Three Months Ended March 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating revenues
|
$
|
3,948
|
|
|
$
|
348
|
|
|
$
|
(124
|
)
|
|
$
|
4,172
|
|
|
$
|
40
|
|
|
$
|
(29
|
)
|
|
$
|
4,183
|
|
Segment net income (loss)
(a)(b)
|
477
|
|
|
33
|
|
|
—
|
|
|
510
|
|
|
3
|
|
|
(5
|
)
|
|
508
|
|
|||||||
Total assets at December 31, 2015
|
$
|
69,052
|
|
|
$
|
8,905
|
|
|
$
|
(397
|
)
|
|
$
|
77,560
|
|
|
$
|
1,819
|
|
|
$
|
(1,061
|
)
|
|
$
|
78,318
|
|
(a)
|
Attributable to Southern Company.
|
(b)
|
Segment net income (loss) for the traditional operating companies includes pre-tax charges for estimated probable losses on the Kemper IGCC of
$53 million
(
$33 million
after tax) and
$9 million
(
$6 million
after tax) for the three months ended
March 31, 2016
and
2015
, respectively. See Note (B) under "Integrated Coal Gasification Combined Cycle – Kemper IGCC Schedule and Cost Estimate" for additional information.
|
|
|
Electric Utilities' Revenues
|
||||||||||||||
Period
|
|
Retail
|
|
Wholesale
|
|
Other
|
|
Total
|
||||||||
|
|
(in millions)
|
||||||||||||||
Three Months Ended March 31, 2016
|
|
$
|
3,377
|
|
|
$
|
396
|
|
|
$
|
181
|
|
|
$
|
3,954
|
|
Three Months Ended March 31, 2015
|
|
3,542
|
|
|
467
|
|
|
163
|
|
|
4,172
|
|
|
|
Gulf Power
|
||
|
|
|
|
|
|
|
(d)1
|
-
|
Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2015, File No. 001-31737 as Exhibit 24(d).)
|
|
|
|
|
|
|
|
Mississippi Power
|
||
|
|
|
|
|
|
|
(e)1
|
-
|
Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2015, File No. 001-11229 as Exhibit 24(e)1.)
|
|
|
|
|
|
|
|
(e)2
|
-
|
Power of Attorney for Anthony L. Wilson. (Designated in the Form 10-K for the year ended December 31, 2015, File No. 001-11229 as Exhibit 24(e)2.)
|
|
|
|
|
|
|
|
Southern Power
|
||
|
|
|
|
|
|
|
(f)1
|
-
|
Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2015, File No. 333-98553 as Exhibit 24(f)1.)
|
|
|
|
|
|
|
|
(f)2
|
-
|
Power of Attorney for Joseph A. Miller. (Designated in the Form 10-K for the year ended December 31, 2015, File No. 333-98553 as Exhibit 24(f)2.)
|
|
|
|
|
|
|
|
(31) Section 302 Certifications
|
||
|
|
|
|
|
|
|
Southern Company
|
||
|
|
|
|
|
|
*
|
(a)1
|
-
|
Certificate of Southern Company's Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
*
|
(a)2
|
-
|
Certificate of Southern Company's Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
Alabama Power
|
||
|
|
|
|
|
|
*
|
(b)1
|
-
|
Certificate of Alabama Power's Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
*
|
(b)2
|
-
|
Certificate of Alabama Power's Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
Georgia Power
|
||
|
|
|
|
|
|
*
|
(c)1
|
-
|
Certificate of Georgia Power's Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
*
|
(c)2
|
-
|
Certificate of Georgia Power's Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
Gulf Power
|
||
|
|
|
|
|
|
*
|
(d)1
|
-
|
Certificate of Gulf Power's Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
*
|
(d)2
|
-
|
Certificate of Gulf Power's Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
Mississippi Power
|
||
|
|
|
|
|
|
*
|
(e)1
|
-
|
Certificate of Mississippi Power's Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
*
|
(e)2
|
-
|
Certificate of Mississippi Power's Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
Southern Power
|
||
|
|
|
|
|
|
*
|
(f)1
|
-
|
Certificate of Southern Power Company's Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
*
|
(f)2
|
-
|
Certificate of Southern Power Company's Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
(32) Section 906 Certifications
|
||
|
|
|
|
|
|
|
Southern Company
|
||
|
|
|
|
|
|
*
|
(a)
|
-
|
Certificate of Southern Company's Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
Alabama Power
|
||
|
|
|
|
|
|
*
|
(b)
|
-
|
Certificate of Alabama Power's Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
Georgia Power
|
||
|
|
|
|
|
|
*
|
(c)
|
-
|
Certificate of Georgia Power's Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
Gulf Power
|
||
|
|
|
|
|
|
*
|
(d)
|
-
|
Certificate of Gulf Power's Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
Mississippi Power
|
||
|
|
|
|
|
|
*
|
(e)
|
-
|
Certificate of Mississippi Power's Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
Southern Power
|
||
|
|
|
|
|
|
*
|
(f)
|
-
|
Certificate of Southern Power Company's Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
(101) XBRL – Related Documents
|
||
|
|
|
|
|
|
*
|
INS
|
-
|
XBRL Instance Document
|
|
*
|
SCH
|
-
|
XBRL Taxonomy Extension Schema Document
|
|
*
|
CAL
|
-
|
XBRL Taxonomy Calculation Linkbase Document
|
|
*
|
DEF
|
-
|
XBRL Definition Linkbase Document
|
|
*
|
LAB
|
-
|
XBRL Taxonomy Label Linkbase Document
|
|
*
|
PRE
|
-
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
THE SOUTHERN COMPANY
|
|
|
|
|
|
By
|
|
Thomas A. Fanning
|
|
|
|
Chairman, President, and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
By
|
|
Art P. Beattie
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
By
|
|
/s/Melissa K. Caen
|
|
|
|
(Melissa K. Caen, Attorney-in-fact)
|
|
|
|
ALABAMA POWER COMPANY
|
|
|
|
|
|
By
|
|
Mark A. Crosswhite
|
|
|
|
Chairman, President, and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
By
|
|
Philip C. Raymond
|
|
|
|
Executive Vice President, Chief Financial Officer, and Treasurer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
By
|
|
/s/Melissa K. Caen
|
|
|
|
(Melissa K. Caen, Attorney-in-fact)
|
|
|
|
GEORGIA POWER COMPANY
|
|
|
|
|
|
By
|
|
W. Paul Bowers
|
|
|
|
Chairman, President, and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
By
|
|
W. Ron Hinson
|
|
|
|
Executive Vice President, Chief Financial Officer, Treasurer, and Corporate Secretary
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
By
|
|
/s/Melissa K. Caen
|
|
|
|
(Melissa K. Caen, Attorney-in-fact)
|
|
|
|
GULF POWER COMPANY
|
|
|
|
|
|
By
|
|
S. W. Connally, Jr.
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
By
|
|
Xia Liu
|
|
|
|
Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
By
|
|
/s/Melissa K. Caen
|
|
|
|
(Melissa K. Caen, Attorney-in-fact)
|
|
|
|
MISSISSIPPI POWER COMPANY
|
|
|
|
|
|
By
|
|
Anthony L. Wilson
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
By
|
|
Moses H. Feagin
|
|
|
|
Vice President, Chief Financial Officer, and Treasurer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
By
|
|
/s/Melissa K. Caen
|
|
|
|
(Melissa K. Caen, Attorney-in-fact)
|
|
|
|
SOUTHERN POWER COMPANY
|
|
|
|
|
|
By
|
|
Joseph A. Miller
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
By
|
|
William C. Grantham
|
|
|
|
Vice President, Chief Financial Officer, and Treasurer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
By
|
|
/s/Melissa K. Caen
|
|
|
|
(Melissa K. Caen, Attorney-in-fact)
|
|
Section 1.
|
Definitions.
|
Section 2.
|
Amendments.
|
Section 3.
|
Representations and Warranties of Borrower.
|
Section 4.
|
Miscellaneous.
|
|
|
U.S. DEPARTMENT OF ENERGY,
|
|
|
as Guarantor
|
|
By:
|
/s/Robert C. Marcum
|
|
|
Name: Robert C. Marcum
|
|
|
Title: Director, Portfolio Management Division
|
|
|
Georgia Power Company,
|
|
|
as Borrower
|
|
By:
|
/s/W. Ron Hinson
|
|
|
Name: W. Ron Hinson
|
|
|
Title: Executive Vice President,
Chief Financial Officer and Treasurer
|
|
|
|
Page
|
SECTION 1. DEFINITIONS AND ACCOUNTING TERMS
|
1
|
||
|
1.1
|
Definitions
|
1
|
|
1.2
|
Computation of Time Periods and Other Definitional Provisions
|
13
|
|
1.3
|
Accounting Terms
|
14
|
|
1.4
|
[Reserved]
|
15
|
|
1.5
|
Rounding Rates
|
15
|
SECTION 2. LOANS
|
15
|
||
|
2.1
|
Term Loan Commitment
|
16
|
|
2.2
|
[Reserved]
|
16
|
|
2.3
|
Extension of Maturity Date
|
16
|
|
2.4
|
Method of Borrowing for Term Loans
|
16
|
|
2.5
|
Funding of Term Loans
|
17
|
|
2.6
|
Continuations and Conversions
|
17
|
|
2.7
|
[Reserved]
|
17
|
|
2.8
|
Reductions of Term Loan Commitment
|
17
|
|
2.9
|
Evidence of Obligations
|
18
|
|
2.10
|
[Reserved]
|
18
|
|
2.11
|
[Reserved]
|
18
|
|
2.12
|
[Reserved]
|
18
|
|
2.13
|
Defaulting Lenders
|
18
|
SECTION 3. PAYMENTS
|
19
|
||
|
3.1
|
Interest
|
19
|
|
3.2
|
Prepayments
|
20
|
|
3.3
|
Payment in Full at Maturity
|
20
|
|
3.4
|
Fees
|
20
|
|
3.5
|
Place and Manner of Payments
|
20
|
|
3.6
|
Pro Rata Treatment
|
21
|
|
3.7
|
Computations of Interest and Fees
|
21
|
|
3.8
|
Sharing of Payments
|
22
|
SECTION 4. ADDITIONAL PROVISIONS REGARDING LOANS
|
23
|
||
|
4.1
|
Eurodollar Loans
|
23
|
|
4.2
|
Capital Adequacy
|
24
|
|
4.3
|
Compensation
|
25
|
|
4.4
|
Taxes
|
25
|
|
4.5
|
Mitigation; Mandatory Assignment
|
28
|
SECTION 5. CONDITIONS PRECEDENT
|
28
|
||
|
5.1
|
Closing Conditions
|
28
|
|
5.2
|
Conditions to Loans
|
30
|
SECTION 6. REPRESENTATIONS AND WARRANTIES
|
30
|
||
|
6.1
|
Organization and Good Standing
|
30
|
|
6.2
|
Due Authorization
|
31
|
|
6.3
|
No Conflicts
|
31
|
|
6.4
|
Consents
|
31
|
|
6.5
|
Enforceable Obligations
|
31
|
|
6.6
|
Financial Condition
|
31
|
|
6.7
|
No Default
|
31
|
|
6.8
|
Indebtedness and Off Balance Sheet Indebtedness
|
31
|
|
6.9
|
Litigation
|
32
|
|
6.10
|
[Reserved]
|
32
|
|
6.11
|
Taxes
|
32
|
|
6.12
|
Compliance with Law
|
32
|
|
6.13
|
ERISA
|
32
|
|
6.14
|
Use of Proceeds; Margin Stock
|
33
|
|
6.15
|
Investment Company Act
|
33
|
|
6.16
|
Solvency
|
33
|
|
6.17
|
OFAC
|
33
|
|
6.18
|
Anti-Corruption Laws
|
33
|
|
6.19
|
EEA Financial Institution
|
33
|
SECTION 7. AFFIRMATIVE COVENANTS
|
33
|
||
|
7.1
|
Information Covenants
|
34
|
|
7.2
|
Preservation of Existence and Franchises
|
35
|
|
7.3
|
Books and Records
|
35
|
|
7.4
|
Compliance with Law
|
35
|
|
7.5
|
Payment of Taxes
|
35
|
|
7.6
|
Insurance
|
36
|
|
7.7
|
Performance of Obligations
|
36
|
|
7.8
|
ERISA
|
36
|
|
7.9
|
Use of Proceeds
|
36
|
|
7.10
|
Audits/Inspections
|
36
|
|
7.11
|
Indebtedness to Capitalization
|
36
|
SECTION 8. NEGATIVE COVENANTS
|
37
|
||
|
8.1
|
Nature of Business
|
37
|
|
8.2
|
Consolidation and Merger
|
37
|
|
8.3
|
Sale or Lease of Assets
|
37
|
|
8.4
|
Transactions with Affiliates
|
37
|
|
8.5
|
Fiscal Year
|
38
|
|
8.6
|
Liens
|
38
|
|
8.7
|
Sanctions
|
39
|
|
8.8
|
Anti-Corruption Laws
|
39
|
SECTION 9. EVENTS OF DEFAULT
|
39
|
||
|
9.1
|
Events of Default
|
39
|
|
9.2
|
Acceleration; Remedies
|
41
|
|
9.3
|
Allocation of Payments after Event of Default
|
42
|
SECTION 10. AGENCY PROVISIONS
|
42
|
||
|
10.1
|
Appointment
|
42
|
|
10.2
|
Delegation of Duties
|
43
|
|
10.3
|
Exculpatory Provisions
|
43
|
|
10.4
|
Reliance on Communications
|
44
|
|
10.5
|
Notice of Default
|
44
|
|
10.6
|
Non-Reliance on Administrative Agent and Other Lenders
|
44
|
|
10.7
|
Indemnification
|
45
|
|
10.8
|
Administrative Agent in Its Individual Capacity
|
45
|
|
10.9
|
Successor Administrative Agent
|
45
|
|
10.10
|
Administrative Agent May File Proof of Claims
|
46
|
SECTION 11. MISCELLANEOUS
|
47
|
||
|
11.1
|
Notices and other Communications; Facsimile Copies
|
47
|
|
11.2
|
Right of Set-Off
|
49
|
|
11.3
|
Benefit of Agreement
|
49
|
|
11.4
|
No Waiver; Remedies Cumulative
|
52
|
|
11.5
|
Payment of Expenses, etc
|
52
|
|
11.6
|
Amendments, Waivers and Consents
|
53
|
|
11.7
|
Counterparts; Telecopy
|
54
|
|
11.8
|
Headings
|
54
|
|
11.9
|
[Reserved]
|
54
|
|
11.10
|
Survival of Indemnification and Representations and Warranties
|
54
|
|
11.11
|
Governing Law; Jurisdiction
|
55
|
|
11.12
|
Waiver of Jury Trial; Waiver of Consequential Damages
|
55
|
|
11.13
|
Time
|
56
|
|
11.14
|
Severability
|
56
|
|
11.15
|
Entirety
|
56
|
|
11.16
|
Confidentiality
|
56
|
|
11.17
|
Binding Effect
|
57
|
|
11.18
|
USA Patriot Act Notice
|
57
|
|
11.19
|
No Fiduciary Responsibility
|
58
|
|
11.20
|
Acknowledgment and Consent to Bail-In of EEA Financial Institutions
|
58
|
Schedule 1.1(a)
|
Commitment Percentages
|
Schedule 1.1(b)
|
Existing Term Loan Agreements
|
Schedule 11.1
|
Notices
|
|
|
EXHIBITS
|
|
|
|
Exhibit 2.4
|
Form of Notice of Borrowing of Term Loans
|
Exhibit 2.6
|
Form of Notice of Continuation/Conversion
|
Exhibit 2.9(a)
|
Form of Closing Date Term Loan Note
|
Exhibit 2.9(b)
|
Form of Delayed Draw Term Loan Note
|
Exhibit 7.1(c)
|
Form of Compliance Certificate
|
Exhibit 11.3(b)
|
Form of Assignment and Assumption
|
BORROWER:
|
|
|
MISSISSIPPI POWER COMPANY
,
a Mississippi Corporation
|
|
|
By:
|
/s/Moses H. Feagin
|
|
|
|
Moses H. Feagin
Vice President, Treasurer and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LENDERS:
|
|
BANK OF AMERICA, N.A.
, in its capacity as
Administrative Agent
|
|
|
|
By:
|
/s/Mollie S. Canup
|
|
|
Name:
|
Mollie S. Canup
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
BANK OF AMERICA, N.A.
, as a Lender
|
|
|
|
By:
|
/s/William A. Merritt, III
|
|
|
Name:
|
William A. Merritt, III
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
MIZUHO BANK, LTD.
,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/Leon Mo
|
|
|
Name:
|
Leon Mo
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
BARCLAYS BANK PLC
,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/Marguerite Sutton
|
|
|
Name:
|
Marguerite Sutton
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH
, as a Lender
|
|
|
|
By:
|
/s/Gordon Eadon
|
|
|
Name:
|
Gordon Eadon
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
By:
|
/s/John M. Grause
|
|
|
Name:
|
John M. Grause
|
|
|
Title:
|
Authorized Signatory
|
|
|
CITIBANK, N.A.
,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/Ashwani Khubani
|
|
|
Name:
|
Ashwani Khubani
|
|
|
Title:
|
Vice President/Director
|
|
|
|
|
|
|
FIFTH THIRD BANK
,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/Jonathan H. James
|
|
|
Name:
|
Jonathan H. James
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
JPMORGAN CHASE BANK, N.A.
,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/Peter Christensen
|
|
|
Name:
|
Peter Christensen
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
PNC BANK, NATIONAL ASSOCIATION
,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/Daniel Scherling
|
|
|
Name:
|
Daniel Scherling
|
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
|
|
THE BANK OF NOVA SCOTIA
,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/David Dewar
|
|
|
Name:
|
David Dewar
|
|
|
Title:
|
Director
|
|
|
COMMERZBANK AG, NEW YORK BRANCH
, as a Lender
|
|
|
|
By:
|
/s/Barbara Stacks
|
|
|
Name:
|
Barbara Stacks
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/Tom H.S. Kang
|
|
|
Name:
|
Tom H.S. Kang
|
|
|
Title:
|
Vice President
|
|
|
SUNTRUST BANK
,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/Hays Wood
|
|
|
Name:
|
Hays Wood
|
|
|
Title:
|
Vice President
|
|
|
WELLS FARGO BANK, N.A.
,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/Patrick Engel
|
|
|
Name:
|
Patrick Engel
|
|
|
Title:
|
Director
|
Lenders
|
Closing Date
Term Loan Commitment
|
Closing Date Term Loan Commitment Percentage
|
Delayed Draw
Term Loan Commitment
|
Delayed Draw Term Loan Commitment Percentage
|
Bank of America, N.A.
|
$141,750,000.00
|
15.750000000%
|
$47,250,000.00
|
15.750000000%
|
Mizuho Bank, Ltd.
|
141,750,000.00
|
15.750000000%
|
47,250,000.00
|
15.750000000%
|
Barclays Bank PLC
|
72,000,000.00
|
8.000000000%
|
24,000,000.00
|
8.000000000%
|
Canadian Imperial Bank of Commerce, New York Branch
|
72,000,000.00
|
8.000000000%
|
24,000,000.00
|
8.000000000%
|
Citibank, N.A.
|
72,000,000.00
|
8.000000000%
|
24,000,000.00
|
8.000000000%
|
Fifth Third Bank
|
72,000,000.00
|
8.000000000%
|
24,000,000.00
|
8.000000000%
|
JPMorgan Chase Bank, N.A.
|
72,000,000.00
|
8.000000000%
|
24,000,000.00
|
8.000000000%
|
PNC Bank, National Association
|
72,000,000.00
|
8.000000000%
|
24,000,000.00
|
8.000000000%
|
The Bank of Nova Scotia
|
72,000,000.00
|
8.000000000%
|
24,000,000.00
|
8.000000000%
|
Commerzbank AG, New York Branch
|
37,500,000.00
|
4.166666667%
|
12,500,000.00
|
4.166666667%
|
SunTrust Bank
|
37,500,000.00
|
4.166666667%
|
12,500,000.00
|
4.166666667%
|
Wells Fargo Bank, N.A.
|
37,500,000.00
|
4.166666667%
|
12,500,000.00
|
4.166666667%
|
|
|
|
|
|
Totals:
|
$900,000,000.00
|
100.000000000%
|
$300,000,000.00
|
100.000000000%
|
TO:
|
Bank of America, N.A., as Administrative Agent
|
|
|
RE:
|
Term Loan Agreement dated as of March 8, 2016 among Mississippi Power Company (the "
Borrower
"), the Lenders named therein and Bank of America, N.A., as Administrative Agent (as the same may be amended, modified, extended or restated from time to time, the "
Term Loan Agreement
")
|
|
|
DATE:
|
____________, 20__
|
1.
|
This Notice of Borrowing is made pursuant to the terms of the Term Loan Agreement. All capitalized terms used herein unless otherwise defined shall have the meanings set forth in the Term Loan Agreement.
|
2.
|
Please be advised that the Borrower is requesting [Closing Date Term Loans][Delayed Draw Term Loans] in the amount of $__________ to be funded on ____________, 20__ at the interest rate option set forth in paragraph 3 below.
|
x.
|
Subsequent to the funding of the requested [Closing Date Term Loans] [Delayed Draw Term Loans], the aggregate amount of [Closing Date Term Loans] [Delayed Draw Term Loans] outstanding will be $_____________ which is less than or equal to the [Closing Date Term Loan] [Delayed Draw Term Loan] Commitment.
|
3.
|
The interest rate option applicable to the requested [Closing Date Term Loans][Delayed Draw Term Loans] shall be:
|
4.
|
Unless notification to the contrary is received by the Administrative Agent prior to the date on which funds are to be advanced, as of the date on which funds are to be advanced, all representations and warranties required to be made pursuant to the Term Loan Agreement and the other Credit Documents will be true and correct in all material respects.
|
5.
|
Unless notification to the contrary is received by the Administrative Agent prior to the date on which funds are to be advanced, as of the date on which funds are to be advanced, no Default or Event of Default will have occurred and be continuing or will be caused by this Notice of Borrowing.
|
6.
|
Please credit the following account with the [Closing Date Term Loans][Delayed Draw Term Loans] requested pursuant to this Notice of Borrowing:
|
TO:
|
Bank of America, N.A., as Administrative Agent
|
|
|
RE:
|
Term Loan Agreement dated as of March 8, 2016 among Mississippi Power Company (the "
Borrower
"), the Lenders named therein and Bank of America, N.A., as Administrative Agent (as the same may be amended, modified, extended or restated from time to time, the "
Term Loan Agreement
")
|
|
|
DATE:
|
____________, 20__
|
1.
|
This Notice of Continuation/Conversion is made pursuant to the terms of the Term Loan Agreement. All capitalized terms used herein unless otherwise defined shall have the meanings set forth in the Term Loan Agreement.
|
2.
|
Please be advised that the Borrower is requesting that a portion of the current outstanding [Closing Date Term Loans][Delayed Draw Term Loans] in the amount of $__________ currently accruing interest at ________ be continued or converted as of ___________, 20__ at the interest rate option set forth in paragraph 3 below.
|
3.
|
The interest rate option applicable to the continuation or conversion of all or part of the existing [Closing Date Term Loans][Delayed Draw Term Loans] (as set forth above) shall be:
|
4.
|
Unless notification to the contrary is received by the Administrative Agent prior to the date on which [Closing Date Term Loans][Delayed Draw Term Loans] are to be continued or converted, as of the date on which [Closing Date Term Loans][Delayed Draw Term Loans] are to be continued or converted, all representations and warranties required to be made pursuant to the Term Loan Agreement and the other Credit Documents will be true and correct in all material respects.
|
5.
|
Unless notification to the contrary is received by the Administrative Agent prior to the date on which [Closing Date Term Loans][Delayed Draw Term Loans] are to be continued or converted, as of the date on which [Closing Date Term Loans][Delayed Draw Term Loans] are to be continued or converted, no Default or Event of Default will have occurred and be continuing or will be caused by this Notice of Continuation/Conversion.
|
TO:
|
Bank of America, N.A., as Administrative Agent
|
|
|
RE:
|
Term Loan Agreement dated as of March 8, 2016 among Mississippi Power Company (the "
Borrower
"), the Lenders named therein and Bank of America, N.A., as Administrative Agent (as the same may be amended, modified, extended or restated from time to time, the "
Term Loan Agreement
")
|
|
|
DATE:
|
____________, 20__
|
|
a.
|
Indebtedness
|
|
$___________________
|
|
|
|
|
|
|
b.
|
Capitalization
|
|
$___________________
|
|
|
|
|
|
|
c.
|
Ratio of Indebtedness to Capitalization
|
________ : ________
|
|
|
|
|
|
|
|
Maximum Allowed:
|
.65 : 1.0.
|
|
1.
|
Assignor:
|
___________________________________
|
|
|
|
2.
|
Assignee:
|
___________________________________
[which is an Affiliate/Approved Fund of [identify Lender]
1
]
|
|
|
|
3.
|
Borrower
|
Mississippi Power Company
|
|
|
|
4.
|
Administrative Agent:
|
Bank of America, N.A., as the administrative agent under the Term Loan Agreement
|
|
|
|
5.
|
Term Loan Agreement
|
Term Loan Agreement dated as of March 8, 2016 among Mississippi Power Company (the "
Borrower
"), the Lenders named therein and Bank of America, N.A., as Administrative Agent (as amended, modified, extended or restated from time to time)
|
|
|
|
Facility Assigned
|
Aggregate Amount of [Closing Date Term Loan][Delayed Draw Term Loan] Commitment/Term Loans for all Lenders
*
|
Amount of [Closing Date Term Loan][Delayed Draw Term Loan] Commitment/Term Loans Assigned
*
|
Percentage Assigned of Commitment/
Term Loans
2
|
|
$
|
$
|
%
|
•
|
An annual base salary of $600,000 to be paid on a bi-weekly basis in accordance with the Company's normal payroll practices.
|
•
|
Participation in the Company's annual variable pay plan; the Performance Pay Program (PPP). Your Target Award under this plan is 100% of annual base salary. The actual amount of any award you may receive can range from 0-200% of target based upon company, business unit and individual performance.
|
•
|
A signing bonus of $275,000 payable within 30 days from date of hire.
|
•
|
Payment of all reasonable travel and commuting expenses related to the Kemper Project, including use of System Air for commuting between Houston/Charlotte and Meridian. As appropriate, such expense repayments will be grossed-up where subject to personal income tax.
|
•
|
Participation in the capital accumulation plans sponsored by the Company for similarly situated employees including the Southern Company Employee Savings Plan, the Southern Company Supplemental Benefit Plan and the Southern Company Deferred Compensation Plan pursuant to the terms and eligibility requirement of those plans.
|
•
|
You will receive paid holidays (10 per year) and 20 days (160 hours) of vacation.
|
•
|
Safe and effective completion bonus as described in Attachment 1.
|
•
|
Adherence to all policies, procedures, regulation and laws of and applicable to the Company, including without limitation:
|
•
|
Consistent commitment to the Company's standards of personal and workplace safety, process safety management and ethical conduct, as exhibited through tone from the top communications and behaviors, and effective execution of related policies and practices
|
Performance Award Amount
|
Project Completion Date
|
|
|
Up to $1,000,000
|
On or before October 31, 2015
|
Up to $900,000
|
On or before November 30, 2105
|
Up to $800,000
|
On or before December 31, 2015
|
Up to $700,000
|
On or before January 31, 2016
|
Up to $600,000
|
On or before February 29, 2016
|
Up to $500,000
|
On or before March 31, 2016
|
(a)
|
In addition to completion by the applicable Performance Completion Date, entitlement to the applicable Cash-Based Award Amount shall be based on the safe and effective completion of the Project and will include the following considerations:
|
(i)
|
Adherence to all policies, procedures, regulation and laws of and applicable to the Company, including without limitation:
|
•
|
Ethical and Legal Compliance Expectations
|
•
|
Equal Employment / Harassment
|
•
|
Workplace Threats and Violence
|
•
|
Electronic Communications
|
•
|
Safety and the Environment
|
•
|
Drugs and Alcohol
|
•
|
Conflict of Interest
|
(ii)
|
Consistent commitment to the Company’s standards of personal and workplace safety, process safety management and ethical conduct, as exhibited through tone from the top communications and behaviors, and effective execution of related policies and practices.
|
(b)
|
Determination of the degree of satisfaction of the Performance Conditions, including a determination of the Project Completion Date, shall be made solely by the Chief Executive Officer of Mississippi Power Company (“CEO”). The determination of the degree of satisfaction of the Performance Conditions shall be made within thirty (30) days following the Project Completion Date. The date the determination is made is referred to as the “Determination Date.”
|
(c)
|
Deferral of Payout
. Employee may elect to defer payout of any portion of the vested Performance Award into the Southern Company Deferred Compensation Plan (the “DCP”) so long as such deferral does not violate either the provisions of Section 409A of the Internal Revenue Code or the terms of the DCP, including provisions in
|
|
COMPANY
|
|
|
|
|
|
/s/G. Edison Holland Jr.
|
|
|
By:
|
G. Edison Holland Jr.
|
|
Its:
|
President and CEO
|
|
|
|
|
EMPLOYEE
|
|
|
|
|
|
/s/Emile J. Troxclair
|
|
|
Emile J. Troxclair
|
1.
|
I have reviewed this quarterly report on Form 10-Q of The Southern Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/Thomas A. Fanning
|
|
|
Thomas A. Fanning
|
|
|
Chairman, President and
Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of The Southern Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/Art P. Beattie
|
|
|
Art P. Beattie
|
|
|
Executive Vice President and Chief Financial Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Alabama Power Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/Mark A. Crosswhite
|
|
|
Mark A. Crosswhite
|
|
|
Chairman, President and Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Alabama Power Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/Philip C. Raymond
|
|
|
Philip C. Raymond
|
|
|
Executive Vice President, Chief Financial Officer
and Treasurer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Georgia Power Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/W. Paul Bowers
|
|
|
W. Paul Bowers
|
|
|
Chairman, President and Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Georgia Power Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/W. Ron Hinson
|
|
|
W. Ron Hinson
|
|
|
Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Gulf Power Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/S. W. Connally, Jr.
|
|
|
S. W. Connally, Jr.
|
|
|
Chairman, President and Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Gulf Power Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/Xia Liu
|
|
|
Xia Liu
|
|
|
Vice President and Chief Financial Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Mississippi Power Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/Anthony L. Wilson
|
|
|
Anthony L. Wilson
|
|
|
President and
Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Mississippi Power Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/Moses H. Feagin
|
|
|
Moses H. Feagin
|
|
|
Vice President, Treasurer and
Chief Financial Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Southern Power Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/Joseph A. Miller
|
|
|
Joseph A. Miller
|
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Southern Power Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/William C. Grantham
|
|
|
William C. Grantham
|
|
|
Vice President, Treasurer and Chief
Financial Officer
|
|
(1)
|
such Quarterly Report on Form 10-Q of The Southern Company for the quarter ended March 31, 2016, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in such Quarterly Report on Form 10-Q of The Southern Company for the quarter ended March 31, 2016, fairly presents, in all material respects, the financial condition and results of operations of The Southern Company.
|
|
/s/Thomas A. Fanning
|
|
Thomas A. Fanning
|
|
Chairman, President and
Chief Executive Officer
|
|
|
|
/s/Art P. Beattie
|
|
Art P. Beattie
|
|
Executive Vice President and
Chief Financial Officer
|
(1)
|
such Quarterly Report on Form 10-Q of Alabama Power Company for the quarter ended March 31, 2016, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in such Quarterly Report on Form 10-Q of Alabama Power Company for the quarter ended March 31, 2016, fairly presents, in all material respects, the financial condition and results of operations of Alabama Power Company.
|
|
/s/Mark A. Crosswhite
|
|
Mark A. Crosswhite
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
/s/Philip C. Raymond
|
|
Philip C. Raymond
|
|
Executive Vice President,
Chief Financial Officer and Treasurer
|
(1)
|
such Quarterly Report on Form 10-Q of Georgia Power Company for the quarter ended March 31, 2016, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in such Quarterly Report on Form 10-Q of Georgia Power Company for the quarter ended March 31, 2016, fairly presents, in all material respects, the financial condition and results of operations of Georgia Power Company.
|
|
/s/W. Paul Bowers
|
|
W. Paul Bowers
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
/s/W. Ron Hinson
|
|
W. Ron Hinson
|
|
Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary
|
(1)
|
such Quarterly Report on Form 10-Q of Gulf Power Company for the quarter ended March 31, 2016, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in such Quarterly Report on Form 10-Q of Gulf Power Company for the quarter ended March 31, 2016, fairly presents, in all material respects, the financial condition and results of operations of Gulf Power Company.
|
|
/s/S. W. Connally, Jr.
|
|
S. W. Connally, Jr.
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
/s/Xia Liu
|
|
Xia Liu
|
|
Vice President and Chief Financial Officer
|
(1)
|
such Quarterly Report on Form 10-Q of Mississippi Power Company for the quarter ended March 31, 2016, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in such Quarterly Report on Form 10-Q of Mississippi Power Company for the quarter ended March 31, 2016, fairly presents, in all material respects, the financial condition and results of operations of Mississippi Power Company.
|
|
/s/Anthony L. Wilson
|
|
Anthony L. Wilson
|
|
President and Chief Executive Officer
|
|
|
|
/s/Moses H. Feagin
|
|
Moses H. Feagin
|
|
Vice President, Treasurer and
Chief Financial Officer
|
(1)
|
such Quarterly Report on Form 10-Q of Southern Power Company for the quarter ended March 31, 2016, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in such Quarterly Report on Form 10-Q of Southern Power Company for the quarter ended March 31, 2016, fairly presents, in all material respects, the financial condition and results of operations of Southern Power Company.
|
|
/s/Joseph A. Miller
|
|
Joseph A. Miller
|
|
President and Chief Executive Officer
|
|
|
|
/s/William C. Grantham
|
|
William C. Grantham
|
|
Vice President, Treasurer and
Chief Financial Officer
|