|
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
|
|
|
|
|
|
001-37803
|
|
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 September 30, 2016
|
|
The Southern Company
|
|
Par Value $5 Per Share
|
|
979,999,480
|
|
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
|
Alabama Power
|
Alabama Power Company
|
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
|
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, effective July 1, 2016, of a wholly-owned, direct subsidiary of Southern Company with and into Southern Company Gas, with Southern Company Gas continuing as the surviving corporation
|
Mirror CWIP
|
A regulatory liability used by Mississippi Power to record customer refunds resulting from a 2015 Mississippi PSC order
|
Term
|
Meaning
|
|
|
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
|
Nicor Gas
|
Northern Illinois Gas Company, a wholly-owned subsidiary of Southern Company Gas
|
NRC
|
U.S. Nuclear Regulatory Commission
|
OCI
|
Other comprehensive income
|
PATH Act
|
The Protecting Americans from Tax Hikes Act
|
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 electric 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 agreements and contracts for differences that provide the owner of the renewable facility a certain fixed price for the electricity sold to the grid
|
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
|
S&P Global Ratings, a division of S&P Global Inc.
|
scrubber
|
Flue gas desulfurization system
|
SCS
|
Southern Company Services, Inc. (the Southern Company system service company)
|
SEC
|
U.S. Securities and Exchange Commission
|
SMEPA
|
South Mississippi Electric Power Association
|
Southern Company
|
The Southern Company
|
Southern Company Gas
|
Southern Company Gas (formerly known as AGL Resources Inc.) and its subsidiaries
|
Southern Company Gas Capital
|
Southern Company Gas Capital Corporation, a wholly-owned subsidiary of Southern Company Gas
|
Southern Company system
|
Southern Company, the traditional electric operating companies, Southern Power, Southern Electric Generating Company, Southern Nuclear, SCS, Southern Communications Services, Inc., other subsidiaries, and, as of July 1, 2016, Southern Company Gas
|
Southern Nuclear
|
Southern Nuclear Operating Company, Inc.
|
Southern Power
|
Southern Power Company and its subsidiaries
|
traditional electric 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 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 and natural gas, 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 natural gas and other fuels;
|
•
|
limits on pipeline capacity;
|
•
|
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, sustaining nitrogen supply, 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 Southern Company Gas' natural gas distribution and storage 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 inherent risks involved in transporting and storing natural gas;
|
•
|
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 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 Southern Company Gas will be greater than expected, the ability to retain and hire key personnel and maintain relationships with customers, suppliers, or other business partners, and the diversion of management time on integration-related issues;
|
•
|
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 electric utilities 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, natural gas pipeline infrastructure, or operation of generating or storage 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 September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
||||||||
Retail electric revenues
|
$
|
4,808
|
|
|
$
|
4,701
|
|
|
$
|
11,932
|
|
|
$
|
11,958
|
|
Wholesale electric revenues
|
613
|
|
|
520
|
|
|
1,455
|
|
|
1,435
|
|
||||
Other electric revenues
|
181
|
|
|
169
|
|
|
529
|
|
|
494
|
|
||||
Natural gas revenues
|
518
|
|
|
—
|
|
|
518
|
|
|
—
|
|
||||
Other revenues
|
144
|
|
|
11
|
|
|
281
|
|
|
34
|
|
||||
Total operating revenues
|
6,264
|
|
|
5,401
|
|
|
14,715
|
|
|
13,921
|
|
||||
Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
Fuel
|
1,400
|
|
|
1,520
|
|
|
3,334
|
|
|
3,932
|
|
||||
Purchased power
|
227
|
|
|
193
|
|
|
581
|
|
|
507
|
|
||||
Cost of natural gas
|
133
|
|
|
—
|
|
|
133
|
|
|
—
|
|
||||
Cost of other sales
|
84
|
|
|
—
|
|
|
161
|
|
|
—
|
|
||||
Other operations and maintenance
|
1,411
|
|
|
1,097
|
|
|
3,616
|
|
|
3,320
|
|
||||
Depreciation and amortization
|
695
|
|
|
528
|
|
|
1,805
|
|
|
1,515
|
|
||||
Taxes other than income taxes
|
309
|
|
|
264
|
|
|
821
|
|
|
761
|
|
||||
Estimated loss on Kemper IGCC
|
88
|
|
|
150
|
|
|
222
|
|
|
182
|
|
||||
Total operating expenses
|
4,347
|
|
|
3,752
|
|
|
10,673
|
|
|
10,217
|
|
||||
Operating Income
|
1,917
|
|
|
1,649
|
|
|
4,042
|
|
|
3,704
|
|
||||
Other Income and (Expense):
|
|
|
|
|
|
|
|
||||||||
Allowance for equity funds used during construction
|
52
|
|
|
60
|
|
|
150
|
|
|
163
|
|
||||
Interest expense, net of amounts capitalized
|
(374
|
)
|
|
(218
|
)
|
|
(913
|
)
|
|
(612
|
)
|
||||
Other income (expense), net
|
21
|
|
|
(21
|
)
|
|
(38
|
)
|
|
(41
|
)
|
||||
Total other income and (expense)
|
(301
|
)
|
|
(179
|
)
|
|
(801
|
)
|
|
(490
|
)
|
||||
Earnings Before Income Taxes
|
1,616
|
|
|
1,470
|
|
|
3,241
|
|
|
3,214
|
|
||||
Income taxes
|
448
|
|
|
500
|
|
|
942
|
|
|
1,076
|
|
||||
Consolidated Net Income
|
1,168
|
|
|
970
|
|
|
2,299
|
|
|
2,138
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Dividends on Preferred and Preference Stock of Subsidiaries
|
11
|
|
|
11
|
|
|
34
|
|
|
42
|
|
||||
Net income attributable to noncontrolling interests
|
27
|
|
|
—
|
|
|
39
|
|
|
—
|
|
||||
Consolidated Net Income Attributable to Southern Company
|
$
|
1,130
|
|
|
$
|
959
|
|
|
$
|
2,226
|
|
|
$
|
2,096
|
|
Common Stock Data:
|
|
|
|
|
|
|
|
||||||||
Earnings per share (EPS) —
|
|
|
|
|
|
|
|
||||||||
Basic EPS
|
$
|
1.17
|
|
|
$
|
1.05
|
|
|
$
|
2.37
|
|
|
$
|
2.30
|
|
Diluted EPS
|
$
|
1.16
|
|
|
$
|
1.05
|
|
|
$
|
2.36
|
|
|
$
|
2.30
|
|
Average number of shares of common stock outstanding (in millions)
|
|
|
|
|
|
|
|
||||||||
Basic
|
968
|
|
|
910
|
|
|
940
|
|
|
910
|
|
||||
Diluted
|
975
|
|
|
912
|
|
|
945
|
|
|
913
|
|
||||
Cash dividends paid per share of common stock
|
$
|
0.5600
|
|
|
$
|
0.5425
|
|
|
$
|
1.6625
|
|
|
$
|
1.6100
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||
Consolidated Net Income
|
$
|
1,168
|
|
|
$
|
970
|
|
|
$
|
2,299
|
|
|
$
|
2,138
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Qualifying hedges:
|
|
|
|
|
|
|
|
||||||||
Changes in fair value, net of tax of $12, $(11), $(74), and $(10),
respectively |
19
|
|
|
(18
|
)
|
|
(118
|
)
|
|
(16
|
)
|
||||
Reclassification adjustment for amounts included in net income,
net of tax of $2, $1, $13, and $3, respectively |
2
|
|
|
1
|
|
|
20
|
|
|
4
|
|
||||
Pension and other postretirement benefit plans:
|
|
|
|
|
|
|
|
||||||||
Reclassification adjustment for amounts included in net income,
net of tax of $1, $1, $2, and $3, respectively |
1
|
|
|
2
|
|
|
3
|
|
|
5
|
|
||||
Total other comprehensive income (loss)
|
22
|
|
|
(15
|
)
|
|
(95
|
)
|
|
(7
|
)
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Dividends on preferred and preference stock of subsidiaries
|
11
|
|
|
11
|
|
|
34
|
|
|
42
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
27
|
|
|
—
|
|
|
39
|
|
|
—
|
|
||||
Consolidated Comprehensive Income Attributable to
Southern Company
|
$
|
1,152
|
|
|
$
|
944
|
|
|
$
|
2,131
|
|
|
$
|
2,089
|
|
|
For the Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Operating Activities:
|
|
|
|
||||
Consolidated net income
|
$
|
2,299
|
|
|
$
|
2,138
|
|
Adjustments to reconcile consolidated net income to net cash provided from operating activities —
|
|
|
|
||||
Depreciation and amortization, total
|
2,109
|
|
|
1,787
|
|
||
Deferred income taxes
|
(22
|
)
|
|
821
|
|
||
Investment tax credits
|
—
|
|
|
319
|
|
||
Allowance for equity funds used during construction
|
(150
|
)
|
|
(163
|
)
|
||
Pension, postretirement, and other employee benefits
|
(158
|
)
|
|
79
|
|
||
Settlement of asset retirement obligations
|
(117
|
)
|
|
(20
|
)
|
||
Stock based compensation expense
|
87
|
|
|
77
|
|
||
Hedge settlements
|
(236
|
)
|
|
(4
|
)
|
||
Estimated loss on Kemper IGCC
|
222
|
|
|
182
|
|
||
Income taxes receivable, non-current
|
—
|
|
|
(444
|
)
|
||
Other, net
|
(98
|
)
|
|
(48
|
)
|
||
Changes in certain current assets and liabilities —
|
|
|
|
||||
-Receivables
|
(458
|
)
|
|
(118
|
)
|
||
-Fossil fuel for generation
|
204
|
|
|
239
|
|
||
-Natural gas for sale
|
(222
|
)
|
|
—
|
|
||
-Other current assets
|
(111
|
)
|
|
(40
|
)
|
||
-Accounts payable
|
(9
|
)
|
|
(266
|
)
|
||
-Accrued taxes
|
1,062
|
|
|
408
|
|
||
-Accrued compensation
|
(122
|
)
|
|
(129
|
)
|
||
-Mirror CWIP
|
—
|
|
|
99
|
|
||
-Other current liabilities
|
(18
|
)
|
|
171
|
|
||
Net cash provided from operating activities
|
4,262
|
|
|
5,088
|
|
||
Investing Activities:
|
|
|
|
||||
Business acquisitions, net of cash acquired
|
(9,513
|
)
|
|
(1,128
|
)
|
||
Property additions
|
(5,252
|
)
|
|
(3,490
|
)
|
||
Investment in restricted cash
|
(750
|
)
|
|
—
|
|
||
Distribution of restricted cash
|
746
|
|
|
—
|
|
||
Nuclear decommissioning trust fund purchases
|
(838
|
)
|
|
(1,164
|
)
|
||
Nuclear decommissioning trust fund sales
|
832
|
|
|
1,159
|
|
||
Cost of removal, net of salvage
|
(155
|
)
|
|
(118
|
)
|
||
Change in construction payables, net
|
(259
|
)
|
|
20
|
|
||
Investment in unconsolidated subsidiaries
|
(1,421
|
)
|
|
—
|
|
||
Prepaid long-term service agreement
|
(125
|
)
|
|
(166
|
)
|
||
Other investing activities
|
95
|
|
|
7
|
|
||
Net cash used for investing activities
|
(16,640
|
)
|
|
(4,880
|
)
|
||
Financing Activities:
|
|
|
|
||||
Increase in notes payable, net
|
655
|
|
|
662
|
|
||
Proceeds —
|
|
|
|
||||
Long-term debt
|
14,091
|
|
|
3,992
|
|
||
Common stock
|
3,265
|
|
|
136
|
|
||
Short-term borrowings
|
—
|
|
|
280
|
|
||
Redemptions and repurchases —
|
|
|
|
||||
Long-term debt
|
(2,405
|
)
|
|
(2,562
|
)
|
||
Interest-bearing refundable deposits
|
—
|
|
|
(275
|
)
|
||
Preferred and preference stock
|
—
|
|
|
(412
|
)
|
||
Common stock
|
—
|
|
|
(115
|
)
|
||
Short-term borrowings
|
(475
|
)
|
|
(255
|
)
|
||
Distributions to noncontrolling interests
|
(22
|
)
|
|
(6
|
)
|
||
Capital contributions from noncontrolling interests
|
367
|
|
|
274
|
|
||
Purchase of membership interests from noncontrolling interests
|
(129
|
)
|
|
—
|
|
||
Payment of common stock dividends
|
(1,553
|
)
|
|
(1,465
|
)
|
||
Other financing activities
|
(151
|
)
|
|
(63
|
)
|
||
Net cash provided from financing activities
|
13,643
|
|
|
191
|
|
||
Net Change in Cash and Cash Equivalents
|
1,265
|
|
|
399
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
1,404
|
|
|
710
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
2,669
|
|
|
$
|
1,109
|
|
Supplemental Cash Flow Information:
|
|
|
|
||||
Cash paid (received) during the period for —
|
|
|
|
||||
Interest (net of $94 and $88 capitalized for 2016 and 2015, respectively)
|
$
|
766
|
|
|
$
|
590
|
|
Income taxes, net
|
(151
|
)
|
|
(13
|
)
|
||
Noncash transactions — Accrued property additions at end of period
|
578
|
|
|
483
|
|
Assets
|
|
At September 30, 2016
|
|
At December 31, 2015
|
||||
|
|
(in millions)
|
||||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,669
|
|
|
$
|
1,404
|
|
Receivables —
|
|
|
|
|
||||
Customer accounts receivable
|
|
1,718
|
|
|
1,058
|
|
||
Energy marketing receivable
|
|
526
|
|
|
—
|
|
||
Unbilled revenues
|
|
639
|
|
|
397
|
|
||
Under recovered regulatory clause revenues
|
|
54
|
|
|
63
|
|
||
Income taxes receivable, current
|
|
—
|
|
|
144
|
|
||
Other accounts and notes receivable
|
|
317
|
|
|
398
|
|
||
Accumulated provision for uncollectible accounts
|
|
(43
|
)
|
|
(13
|
)
|
||
Materials and supplies
|
|
1,268
|
|
|
1,061
|
|
||
Fossil fuel for generation
|
|
664
|
|
|
868
|
|
||
Natural gas for sale
|
|
627
|
|
|
—
|
|
||
Vacation pay
|
|
178
|
|
|
178
|
|
||
Prepaid expenses
|
|
459
|
|
|
495
|
|
||
Other regulatory assets, current
|
|
414
|
|
|
402
|
|
||
Other current assets
|
|
168
|
|
|
71
|
|
||
Total current assets
|
|
9,658
|
|
|
6,526
|
|
||
Property, Plant, and Equipment:
|
|
|
|
|
||||
In service
|
|
94,174
|
|
|
75,118
|
|
||
Less accumulated depreciation
|
|
29,590
|
|
|
24,253
|
|
||
Plant in service, net of depreciation
|
|
64,584
|
|
|
50,865
|
|
||
Other utility plant, net
|
|
—
|
|
|
233
|
|
||
Nuclear fuel, at amortized cost
|
|
901
|
|
|
934
|
|
||
Construction work in progress
|
|
10,069
|
|
|
9,082
|
|
||
Total property, plant, and equipment
|
|
75,554
|
|
|
61,114
|
|
||
Other Property and Investments:
|
|
|
|
|
||||
Goodwill
|
|
6,223
|
|
|
2
|
|
||
Equity investments in unconsolidated subsidiaries
|
|
1,541
|
|
|
6
|
|
||
Other intangible assets, net of amortization of $39 and $12
at September 30, 2016 and December 31, 2015, respectively |
|
942
|
|
|
317
|
|
||
Nuclear decommissioning trusts, at fair value
|
|
1,616
|
|
|
1,512
|
|
||
Leveraged leases
|
|
769
|
|
|
755
|
|
||
Miscellaneous property and investments
|
|
249
|
|
|
160
|
|
||
Total other property and investments
|
|
11,340
|
|
|
2,752
|
|
||
Deferred Charges and Other Assets:
|
|
|
|
|
||||
Deferred charges related to income taxes
|
|
1,590
|
|
|
1,560
|
|
||
Unamortized loss on reacquired debt
|
|
228
|
|
|
227
|
|
||
Other regulatory assets, deferred
|
|
6,446
|
|
|
4,989
|
|
||
Income taxes receivable, non-current
|
|
413
|
|
|
413
|
|
||
Other deferred charges and assets
|
|
1,133
|
|
|
737
|
|
||
Total deferred charges and other assets
|
|
9,810
|
|
|
7,926
|
|
||
Total Assets
|
|
$
|
106,362
|
|
|
$
|
78,318
|
|
Liabilities and Stockholders' Equity
|
|
At September 30, 2016
|
|
At December 31, 2015
|
||||
|
|
(in millions)
|
||||||
Current Liabilities:
|
|
|
|
|
||||
Securities due within one year
|
|
$
|
2,254
|
|
|
$
|
2,674
|
|
Notes payable
|
|
1,670
|
|
|
1,376
|
|
||
Energy marketing trade payables
|
|
533
|
|
|
—
|
|
||
Accounts payable
|
|
1,732
|
|
|
1,905
|
|
||
Customer deposits
|
|
577
|
|
|
404
|
|
||
Accrued taxes —
|
|
|
|
|
||||
Accrued income taxes
|
|
375
|
|
|
19
|
|
||
Other accrued taxes
|
|
641
|
|
|
484
|
|
||
Accrued interest
|
|
410
|
|
|
249
|
|
||
Accrued vacation pay
|
|
231
|
|
|
228
|
|
||
Accrued compensation
|
|
505
|
|
|
549
|
|
||
Asset retirement obligations, current
|
|
390
|
|
|
217
|
|
||
Liabilities from risk management activities, net of collateral
|
|
125
|
|
|
156
|
|
||
Other regulatory liabilities, current
|
|
99
|
|
|
278
|
|
||
Mandatorily redeemable noncontrolling interest
|
|
174
|
|
|
—
|
|
||
Other current liabilities
|
|
851
|
|
|
590
|
|
||
Total current liabilities
|
|
10,567
|
|
|
9,129
|
|
||
Long-term Debt
|
|
41,550
|
|
|
24,688
|
|
||
Deferred Credits and Other Liabilities:
|
|
|
|
|
||||
Accumulated deferred income taxes
|
|
14,218
|
|
|
12,322
|
|
||
Deferred credits related to income taxes
|
|
204
|
|
|
187
|
|
||
Accumulated deferred investment tax credits
|
|
1,721
|
|
|
1,219
|
|
||
Employee benefit obligations
|
|
3,022
|
|
|
2,582
|
|
||
Asset retirement obligations, deferred
|
|
4,124
|
|
|
3,542
|
|
||
Unrecognized tax benefits
|
|
381
|
|
|
370
|
|
||
Accrued environmental remediation
|
|
415
|
|
|
42
|
|
||
Other cost of removal obligations
|
|
2,771
|
|
|
1,162
|
|
||
Other regulatory liabilities, deferred
|
|
401
|
|
|
254
|
|
||
Other deferred credits and liabilities
|
|
641
|
|
|
678
|
|
||
Total deferred credits and other liabilities
|
|
27,898
|
|
|
22,358
|
|
||
Total Liabilities
|
|
80,015
|
|
|
56,175
|
|
||
Redeemable Preferred Stock of Subsidiaries
|
|
118
|
|
|
118
|
|
||
Redeemable Noncontrolling Interests
|
|
49
|
|
|
43
|
|
||
Stockholders' Equity:
|
|
|
|
|
||||
Common Stockholders' Equity:
|
|
|
|
|
||||
Common stock, par value $5 per share —
|
|
|
|
|
||||
Authorized — 1.5 billion shares
|
|
|
|
|
||||
Issued — September 30, 2016: 981 million shares
|
|
|
|
|
||||
— December 31, 2015: 915 million shares
|
|
|
|
|
||||
Treasury — September 30, 2016: 0.8 million shares
|
|
|
|
|
||||
— December 31, 2015: 3.4 million shares
|
|
|
|
|
||||
Par value
|
|
4,900
|
|
|
4,572
|
|
||
Paid-in capital
|
|
9,217
|
|
|
6,282
|
|
||
Treasury, at cost
|
|
(30
|
)
|
|
(142
|
)
|
||
Retained earnings
|
|
10,685
|
|
|
10,010
|
|
||
Accumulated other comprehensive loss
|
|
(225
|
)
|
|
(130
|
)
|
||
Total Common Stockholders' Equity
|
|
24,547
|
|
|
20,592
|
|
||
Preferred and Preference Stock of Subsidiaries
|
|
609
|
|
|
609
|
|
||
Noncontrolling Interests
|
|
1,024
|
|
|
781
|
|
||
Total Stockholders' Equity
|
|
26,180
|
|
|
21,982
|
|
||
Total Liabilities and Stockholders' Equity
|
|
$
|
106,362
|
|
|
$
|
78,318
|
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$171
|
|
17.8
|
|
$130
|
|
6.2
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$107
|
|
2.3
|
|
$(26)
|
|
(0.2)
|
|
Third Quarter 2016
|
|
Year-to-Date 2016
|
||||||||||
|
(in millions)
|
|
(% change)
|
|
(in millions)
|
|
(% change)
|
||||||
Retail electric – prior year
|
$
|
4,701
|
|
|
|
|
$
|
11,958
|
|
|
|
||
Estimated change resulting from –
|
|
|
|
|
|
|
|
||||||
Rates and pricing
|
84
|
|
|
1.8
|
|
|
379
|
|
|
3.2
|
|
||
Sales growth (decline)
|
(18
|
)
|
|
(0.4
|
)
|
|
(14
|
)
|
|
(0.1
|
)
|
||
Weather
|
169
|
|
|
3.6
|
|
|
82
|
|
|
0.7
|
|
||
Fuel and other cost recovery
|
(128
|
)
|
|
(2.7
|
)
|
|
(473
|
)
|
|
(4.0
|
)
|
||
Retail electric – current year
|
$
|
4,808
|
|
|
2.3
|
%
|
|
$
|
11,932
|
|
|
(0.2
|
)%
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$93
|
|
17.9
|
|
$20
|
|
1.4
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$12
|
|
7.1
|
|
$35
|
|
7.1
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$133
|
|
N/M
|
|
$247
|
|
N/M
|
|
Third Quarter 2016
vs. Third Quarter 2015 |
|
Year-to-Date 2016
vs. Year-to-Date 2015 |
||||||||
|
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
||||
Fuel
|
$
|
(120
|
)
|
|
(7.9)
|
|
$
|
(598
|
)
|
|
(15.2)
|
Purchased power
|
34
|
|
|
17.6
|
|
74
|
|
|
14.6
|
||
Total fuel and purchased power expenses
|
$
|
(86
|
)
|
|
|
|
$
|
(524
|
)
|
|
|
|
Third Quarter 2016
|
|
Third Quarter
2015 |
|
Year-to-Date 2016
|
|
Year-to-Date 2015
|
Total generation
(in billions of KWHs)
|
56
|
|
53
|
|
145
|
|
146
|
Total purchased power
(in billions of KWHs)
|
5
|
|
4
|
|
13
|
|
10
|
Sources of generation
(percent)
—
|
|
|
|
|
|
|
|
Coal
|
38
|
|
40
|
|
33
|
|
37
|
Nuclear
|
15
|
|
15
|
|
16
|
|
16
|
Gas
|
44
|
|
43
|
|
46
|
|
44
|
Hydro
|
1
|
|
1
|
|
3
|
|
2
|
Other Renewables
|
2
|
|
1
|
|
2
|
|
1
|
Cost of fuel, generated
(in cents per net KWH)
—
|
|
|
|
|
|
|
|
Coal
|
2.97
|
|
3.86
|
|
3.10
|
|
3.65
|
Nuclear
|
0.81
|
|
0.84
|
|
0.82
|
|
0.78
|
Gas
|
2.74
|
|
2.71
|
|
2.40
|
|
2.72
|
Average cost of fuel, generated
(in cents per net KWH)
|
2.54
|
|
2.90
|
|
2.38
|
|
2.78
|
Average cost of purchased power
(in cents per net KWH)
(*)
|
5.57
|
|
5.95
|
|
5.31
|
|
6.13
|
(*)
|
Average cost of purchased power includes fuel purchased by the Southern Company system for tolling agreements where power is generated by the provider.
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$314
|
|
28.6
|
|
$296
|
|
8.9
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$167
|
|
31.6
|
|
$290
|
|
19.1
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$45
|
|
17.0
|
|
$60
|
|
7.9
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$(62)
|
|
(41.3)
|
|
$40
|
|
22.0
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$156
|
|
71.6
|
|
$301
|
|
49.2
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$42
|
|
N/M
|
|
$3
|
|
7.3
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$(52)
|
|
(10.4)
|
|
$(134)
|
|
(12.5)
|
•
|
the creditworthiness of the counterparties involved and the impact of credit enhancements (such as cash deposits and letters of credit);
|
•
|
events specific to a given counterparty; and
|
•
|
the impact of Southern Company's nonperformance risk on its liabilities.
|
|
2016
|
|
2017-
2018
|
|
2019-
2020
|
|
After
2020
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Long-term debt
(a)
—
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal
|
$
|
120
|
|
|
$
|
177
|
|
|
$
|
350
|
|
|
$
|
4,185
|
|
|
$
|
4,832
|
|
Interest
|
48
|
|
|
412
|
|
|
382
|
|
|
2,641
|
|
|
3,483
|
|
|||||
Pipeline charges, storage capacity, and gas supply
(b)
|
308
|
|
|
1,350
|
|
|
806
|
|
|
2,913
|
|
|
5,377
|
|
|||||
Operating leases
(c)
|
6
|
|
|
44
|
|
|
31
|
|
|
52
|
|
|
133
|
|
|||||
Asset management agreements
(d)
|
2
|
|
|
15
|
|
|
2
|
|
|
—
|
|
|
19
|
|
|||||
Standby letters of credit, performance/surety bonds
(e)
|
33
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|||||
Financial derivative obligations
(f)
|
195
|
|
|
211
|
|
|
21
|
|
|
2
|
|
|
429
|
|
|||||
Pension and other postretirement benefit plans
(g)
|
5
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|||||
Purchase commitments
—
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital
(h)
|
401
|
|
|
3,540
|
|
|
3,058
|
|
|
1,221
|
|
|
8,220
|
|
|||||
Other
(i)
|
11
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|||||
Total
|
$
|
1,129
|
|
|
$
|
5,897
|
|
|
$
|
4,650
|
|
|
$
|
11,014
|
|
|
$
|
22,690
|
|
(a)
|
Amounts are reflected based on final maturity dates. Variable rate interest obligations are estimated based on rates as of September 30, 2016.
|
(b)
|
Includes charges recoverable through a natural gas cost recovery mechanism or alternatively billed to marketers and demand charges associated with wholesale gas services.
|
(c)
|
Certain operating leases have provisions for step rent or escalation payments and certain lease concessions are accounted for by recognizing the future minimum lease payments on a straight-line basis over the respective minimum lease terms.
|
(d)
|
Represents fixed-fee minimum payments for asset management agreements at wholesale gas services.
|
(e)
|
Guarantees are provided to certain municipalities and other agencies and certain natural gas suppliers of SouthStar Energy Services, LLC (SouthStar) in support of payment obligations.
|
(f)
|
Includes derivative liabilities related to energy-related derivatives.
|
(g)
|
Estimated benefit payments for Southern Company Gas' retirement benefit plans are provided through 2018. No mandatory contributions to the plans are anticipated during this period.
|
(h)
|
Estimated capital expenditures are provided through 2021.
|
(i)
|
Primarily consists of contractual environmental remediation liabilities that are primarily recoverable through base rates or rate rider mechanisms.
|
|
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)
|
|
(in millions)
|
|||||||||||||||||||||||||||||
Southern Company
(a)
|
$
|
—
|
|
$
|
—
|
|
$
|
1,000
|
|
$
|
1,250
|
|
|
$
|
2,250
|
|
|
$
|
2,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Alabama Power
|
—
|
|
35
|
|
500
|
|
800
|
|
|
1,335
|
|
|
1,335
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
||||||||||
Georgia Power
|
—
|
|
—
|
|
—
|
|
1,750
|
|
|
1,750
|
|
|
1,732
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Gulf Power
|
50
|
|
65
|
|
165
|
|
—
|
|
|
280
|
|
|
280
|
|
|
45
|
|
|
—
|
|
|
45
|
|
|
70
|
|
||||||||||
Mississippi Power
|
100
|
|
75
|
|
—
|
|
—
|
|
|
175
|
|
|
150
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|
160
|
|
||||||||||
Southern Power Company
(b)
|
—
|
|
—
|
|
—
|
|
600
|
|
|
600
|
|
|
532
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Southern Company Gas
(c)
|
—
|
|
75
|
|
1,925
|
|
—
|
|
|
2,000
|
|
|
1,947
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Other
|
—
|
|
55
|
|
—
|
|
—
|
|
|
55
|
|
|
55
|
|
|
20
|
|
|
—
|
|
|
20
|
|
|
35
|
|
||||||||||
Southern Company Consolidated
|
$
|
150
|
|
$
|
305
|
|
$
|
3,590
|
|
$
|
4,400
|
|
|
$
|
8,445
|
|
|
$
|
8,281
|
|
|
$
|
65
|
|
|
$
|
15
|
|
|
$
|
80
|
|
|
$
|
300
|
|
(a)
|
Represents the Southern Company parent entity.
|
(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.
|
(c)
|
Southern Company Gas guarantees the obligations of Southern Company Gas Capital, which is the borrower of $1.3 billion of these arrangements. Southern Company Gas' committed credit arrangements also include
$700 million
restricted for working capital needs of Nicor Gas.
|
|
|
Short-term Debt at
September 30, 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
|
|
$
|
717
|
|
|
0.7
|
%
|
|
$
|
756
|
|
|
0.7
|
%
|
|
$
|
1,499
|
|
Short-term bank debt
|
|
125
|
|
|
1.5
|
%
|
|
125
|
|
|
1.4
|
%
|
|
127
|
|
|||
Total
|
|
$
|
842
|
|
|
0.8
|
%
|
|
$
|
881
|
|
|
0.8
|
%
|
|
|
(*)
|
Average and maximum amounts are based upon daily balances during the
three
-month period ended
September 30, 2016
.
|
Credit Ratings
|
Maximum Potential
Collateral Requirements |
||
|
(in millions)
|
||
At BBB and/or Baa2
|
$
|
31
|
|
At BBB- and/or Baa3
|
$
|
665
|
|
Below BBB- and/or Baa3
|
$
|
2,570
|
|
Company
|
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
(a)
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Southern Company
(b)
|
$
|
8,500
|
|
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
800
|
|
|
$
|
—
|
|
Alabama Power
|
400
|
|
|
200
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|||||
Georgia Power
|
650
|
|
|
700
|
|
|
4
|
|
|
300
|
|
|
5
|
|
|||||
Gulf Power
|
—
|
|
|
125
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|||||
Mississippi Power
|
—
|
|
|
—
|
|
|
—
|
|
|
1,100
|
|
|
652
|
|
|||||
Southern Power
|
1,531
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
84
|
|
|||||
Southern Company Gas
(c)
|
900
|
|
|
300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|||||
Elimination
(d)
|
—
|
|
|
—
|
|
|
—
|
|
|
(200
|
)
|
|
(225
|
)
|
|||||
Southern Company Consolidated
|
$
|
11,981
|
|
|
$
|
1,825
|
|
|
$
|
4
|
|
|
$
|
2,110
|
|
|
$
|
576
|
|
(a)
|
Includes reductions in capital lease obligations resulting from cash payments under capital leases.
|
(b)
|
Represents the Southern Company parent entity.
|
(c)
|
Reflects only long-term debt financing activities occurring subsequent to completion of the Merger. The senior notes were issued by Southern Company Gas Capital and guaranteed by Southern Company Gas.
|
(d)
|
Intercompany loans from Southern Company to Mississippi Power eliminated in Southern Company's Consolidated Financial Statements.
|
•
|
$0.5 billion of 1.55% Senior Notes due July 1, 2018;
|
•
|
$1.0 billion of 1.85% Senior Notes due July 1, 2019;
|
•
|
$1.5 billion of 2.35% Senior Notes due July 1, 2021;
|
•
|
$1.25 billion of 2.95% Senior Notes due July 1, 2023;
|
•
|
$1.75 billion of 3.25% Senior Notes due July 1, 2026;
|
•
|
$0.5 billion of 4.25% Senior Notes due July 1, 2036; and
|
•
|
$2.0 billion of 4.40% Senior Notes due July 1, 2046.
|
(a)
|
Evaluation of disclosure controls and procedures.
|
(b)
|
Changes in internal controls over financial reporting.
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
||||||||
Retail revenues
|
$
|
1,629
|
|
|
$
|
1,558
|
|
|
$
|
4,139
|
|
|
$
|
4,151
|
|
Wholesale revenues, non-affiliates
|
82
|
|
|
65
|
|
|
211
|
|
|
188
|
|
||||
Wholesale revenues, affiliates
|
18
|
|
|
20
|
|
|
49
|
|
|
55
|
|
||||
Other revenues
|
56
|
|
|
52
|
|
|
162
|
|
|
157
|
|
||||
Total operating revenues
|
1,785
|
|
|
1,695
|
|
|
4,561
|
|
|
4,551
|
|
||||
Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
Fuel
|
410
|
|
|
408
|
|
|
973
|
|
|
1,061
|
|
||||
Purchased power, non-affiliates
|
63
|
|
|
56
|
|
|
139
|
|
|
142
|
|
||||
Purchased power, affiliates
|
41
|
|
|
51
|
|
|
129
|
|
|
153
|
|
||||
Other operations and maintenance
|
348
|
|
|
371
|
|
|
1,097
|
|
|
1,140
|
|
||||
Depreciation and amortization
|
177
|
|
|
163
|
|
|
524
|
|
|
481
|
|
||||
Taxes other than income taxes
|
96
|
|
|
91
|
|
|
286
|
|
|
275
|
|
||||
Total operating expenses
|
1,135
|
|
|
1,140
|
|
|
3,148
|
|
|
3,252
|
|
||||
Operating Income
|
650
|
|
|
555
|
|
|
1,413
|
|
|
1,299
|
|
||||
Other Income and (Expense):
|
|
|
|
|
|
|
|
||||||||
Allowance for equity funds used during construction
|
7
|
|
|
14
|
|
|
23
|
|
|
43
|
|
||||
Interest expense, net of amounts capitalized
|
(77
|
)
|
|
(71
|
)
|
|
(224
|
)
|
|
(205
|
)
|
||||
Other income (expense), net
|
(5
|
)
|
|
(7
|
)
|
|
(16
|
)
|
|
(24
|
)
|
||||
Total other income and (expense)
|
(75
|
)
|
|
(64
|
)
|
|
(217
|
)
|
|
(186
|
)
|
||||
Earnings Before Income Taxes
|
575
|
|
|
491
|
|
|
1,196
|
|
|
1,113
|
|
||||
Income taxes
|
221
|
|
|
192
|
|
|
466
|
|
|
427
|
|
||||
Net Income
|
354
|
|
|
299
|
|
|
730
|
|
|
686
|
|
||||
Dividends on Preferred and Preference Stock
|
4
|
|
|
4
|
|
|
13
|
|
|
21
|
|
||||
Net Income After Dividends on Preferred and Preference Stock
|
$
|
350
|
|
|
$
|
295
|
|
|
$
|
717
|
|
|
$
|
665
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||
Net Income
|
$
|
354
|
|
|
$
|
299
|
|
|
$
|
730
|
|
|
$
|
686
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Qualifying hedges:
|
|
|
|
|
|
|
|
||||||||
Changes in fair value, net of tax of $-, $(4), $(1), and $(4),
respectively |
—
|
|
|
(6
|
)
|
|
(2
|
)
|
|
(6
|
)
|
||||
Reclassification adjustment for amounts included in net income,
net of tax of $1, $-, $2, and $1, respectively |
1
|
|
|
—
|
|
|
3
|
|
|
1
|
|
||||
Total other comprehensive income (loss)
|
1
|
|
|
(6
|
)
|
|
1
|
|
|
(5
|
)
|
||||
Comprehensive Income
|
$
|
355
|
|
|
$
|
293
|
|
|
$
|
731
|
|
|
$
|
681
|
|
|
For the Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Operating Activities:
|
|
|
|
||||
Net income
|
$
|
730
|
|
|
$
|
686
|
|
Adjustments to reconcile net income to net cash provided from operating activities —
|
|
|
|
||||
Depreciation and amortization, total
|
634
|
|
|
585
|
|
||
Deferred income taxes
|
267
|
|
|
85
|
|
||
Allowance for equity funds used during construction
|
(23
|
)
|
|
(43
|
)
|
||
Other, net
|
(23
|
)
|
|
23
|
|
||
Changes in certain current assets and liabilities —
|
|
|
|
||||
-Receivables
|
(4
|
)
|
|
(160
|
)
|
||
-Fossil fuel stock
|
18
|
|
|
69
|
|
||
-Other current assets
|
(46
|
)
|
|
(10
|
)
|
||
-Accounts payable
|
(113
|
)
|
|
(106
|
)
|
||
-Accrued taxes
|
203
|
|
|
371
|
|
||
-Retail fuel cost over recovery
|
(104
|
)
|
|
81
|
|
||
-Other current liabilities
|
(4
|
)
|
|
(2
|
)
|
||
Net cash provided from operating activities
|
1,535
|
|
|
1,579
|
|
||
Investing Activities:
|
|
|
|
||||
Property additions
|
(947
|
)
|
|
(938
|
)
|
||
Nuclear decommissioning trust fund purchases
|
(275
|
)
|
|
(349
|
)
|
||
Nuclear decommissioning trust fund sales
|
275
|
|
|
349
|
|
||
Cost of removal, net of salvage
|
(70
|
)
|
|
(41
|
)
|
||
Change in construction payables
|
(37
|
)
|
|
(48
|
)
|
||
Other investing activities
|
(28
|
)
|
|
(22
|
)
|
||
Net cash used for investing activities
|
(1,082
|
)
|
|
(1,049
|
)
|
||
Financing Activities:
|
|
|
|
||||
Proceeds —
|
|
|
|
||||
Senior notes
|
400
|
|
|
975
|
|
||
Capital contributions from parent company
|
253
|
|
|
13
|
|
||
Pollution control revenue bonds
|
—
|
|
|
80
|
|
||
Other long-term debt
|
45
|
|
|
—
|
|
||
Redemptions and repurchases —
|
|
|
|
|
|||
Preferred and preference stock
|
—
|
|
|
(412
|
)
|
||
Pollution control revenue bonds
|
—
|
|
|
(134
|
)
|
||
Senior notes
|
(200
|
)
|
|
(250
|
)
|
||
Payment of common stock dividends
|
(574
|
)
|
|
(428
|
)
|
||
Other financing activities
|
(15
|
)
|
|
(38
|
)
|
||
Net cash used for financing activities
|
(91
|
)
|
|
(194
|
)
|
||
Net Change in Cash and Cash Equivalents
|
362
|
|
|
336
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
194
|
|
|
273
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
556
|
|
|
$
|
609
|
|
Supplemental Cash Flow Information:
|
|
|
|
||||
Cash paid (received) during the period for —
|
|
|
|
||||
Interest (net of $8 and $15 capitalized for 2016 and 2015, respectively)
|
$
|
215
|
|
|
$
|
192
|
|
Income taxes, net
|
(70
|
)
|
|
47
|
|
||
Noncash transactions — Accrued property additions at end of period
|
84
|
|
|
88
|
|
Assets
|
|
At September 30, 2016
|
|
At December 31, 2015
|
||||
|
|
(in millions)
|
||||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
556
|
|
|
$
|
194
|
|
Receivables —
|
|
|
|
|
||||
Customer accounts receivable
|
|
440
|
|
|
332
|
|
||
Unbilled revenues
|
|
155
|
|
|
119
|
|
||
Under recovered regulatory clause revenues
|
|
52
|
|
|
43
|
|
||
Income taxes receivable, current
|
|
—
|
|
|
142
|
|
||
Other accounts and notes receivable
|
|
43
|
|
|
20
|
|
||
Affiliated
|
|
30
|
|
|
50
|
|
||
Accumulated provision for uncollectible accounts
|
|
(9
|
)
|
|
(10
|
)
|
||
Fossil fuel stock
|
|
220
|
|
|
239
|
|
||
Materials and supplies
|
|
420
|
|
|
398
|
|
||
Vacation pay
|
|
66
|
|
|
66
|
|
||
Prepaid expenses
|
|
56
|
|
|
83
|
|
||
Other regulatory assets, current
|
|
73
|
|
|
115
|
|
||
Other current assets
|
|
9
|
|
|
10
|
|
||
Total current assets
|
|
2,111
|
|
|
1,801
|
|
||
Property, Plant, and Equipment:
|
|
|
|
|
||||
In service
|
|
25,800
|
|
|
24,750
|
|
||
Less accumulated provision for depreciation
|
|
9,018
|
|
|
8,736
|
|
||
Plant in service, net of depreciation
|
|
16,782
|
|
|
16,014
|
|
||
Nuclear fuel, at amortized cost
|
|
345
|
|
|
363
|
|
||
Construction work in progress
|
|
473
|
|
|
801
|
|
||
Total property, plant, and equipment
|
|
17,600
|
|
|
17,178
|
|
||
Other Property and Investments:
|
|
|
|
|
||||
Equity investments in unconsolidated subsidiaries
|
|
67
|
|
|
71
|
|
||
Nuclear decommissioning trusts, at fair value
|
|
781
|
|
|
737
|
|
||
Miscellaneous property and investments
|
|
105
|
|
|
96
|
|
||
Total other property and investments
|
|
953
|
|
|
904
|
|
||
Deferred Charges and Other Assets:
|
|
|
|
|
||||
Deferred charges related to income taxes
|
|
518
|
|
|
522
|
|
||
Deferred under recovered regulatory clause revenues
|
|
87
|
|
|
99
|
|
||
Other regulatory assets, deferred
|
|
1,070
|
|
|
1,114
|
|
||
Other deferred charges and assets
|
|
118
|
|
|
103
|
|
||
Total deferred charges and other assets
|
|
1,793
|
|
|
1,838
|
|
||
Total Assets
|
|
$
|
22,457
|
|
|
$
|
21,721
|
|
Liabilities and Stockholder's Equity
|
|
At September 30, 2016
|
|
At December 31, 2015
|
||||
|
|
(in millions)
|
||||||
Current Liabilities:
|
|
|
|
|
||||
Securities due within one year
|
|
$
|
236
|
|
|
$
|
200
|
|
Accounts payable —
|
|
|
|
|
||||
Affiliated
|
|
309
|
|
|
278
|
|
||
Other
|
|
233
|
|
|
410
|
|
||
Customer deposits
|
|
88
|
|
|
88
|
|
||
Accrued taxes —
|
|
|
|
|
||||
Accrued income taxes
|
|
73
|
|
|
—
|
|
||
Other accrued taxes
|
|
125
|
|
|
38
|
|
||
Accrued interest
|
|
69
|
|
|
73
|
|
||
Accrued vacation pay
|
|
55
|
|
|
55
|
|
||
Accrued compensation
|
|
97
|
|
|
119
|
|
||
Liabilities from risk management activities
|
|
10
|
|
|
55
|
|
||
Other regulatory liabilities, current
|
|
1
|
|
|
240
|
|
||
Other current liabilities
|
|
65
|
|
|
39
|
|
||
Total current liabilities
|
|
1,361
|
|
|
1,595
|
|
||
Long-term Debt
|
|
6,859
|
|
|
6,654
|
|
||
Deferred Credits and Other Liabilities:
|
|
|
|
|
||||
Accumulated deferred income taxes
|
|
4,505
|
|
|
4,241
|
|
||
Deferred credits related to income taxes
|
|
67
|
|
|
70
|
|
||
Accumulated deferred investment tax credits
|
|
112
|
|
|
118
|
|
||
Employee benefit obligations
|
|
366
|
|
|
388
|
|
||
Asset retirement obligations
|
|
1,501
|
|
|
1,448
|
|
||
Other cost of removal obligations
|
|
695
|
|
|
722
|
|
||
Other regulatory liabilities, deferred
|
|
95
|
|
|
136
|
|
||
Deferred over recovered regulatory clause revenues
|
|
157
|
|
|
—
|
|
||
Other deferred credits and liabilities
|
|
56
|
|
|
76
|
|
||
Total deferred credits and other liabilities
|
|
7,554
|
|
|
7,199
|
|
||
Total Liabilities
|
|
15,774
|
|
|
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
|
|
2,607
|
|
|
2,341
|
|
||
Retained earnings
|
|
2,604
|
|
|
2,461
|
|
||
Accumulated other comprehensive loss
|
|
(31
|
)
|
|
(32
|
)
|
||
Total common stockholder's equity
|
|
6,402
|
|
|
5,992
|
|
||
Total Liabilities and Stockholder's Equity
|
|
$
|
22,457
|
|
|
$
|
21,721
|
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$55
|
|
18.6
|
|
$52
|
|
7.8
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$71
|
|
4.6
|
|
$(12)
|
|
(0.3)
|
|
Third Quarter 2016
|
|
Year-to-Date 2016
|
||||||||||
|
(in millions)
|
|
(% change)
|
|
(in millions)
|
|
(% change)
|
||||||
Retail – prior year
|
$
|
1,558
|
|
|
|
|
$
|
4,151
|
|
|
|
||
Estimated change resulting from –
|
|
|
|
|
|
|
|
||||||
Rates and pricing
|
42
|
|
|
2.7
|
|
|
119
|
|
|
2.9
|
|
||
Sales growth (decline)
|
(14
|
)
|
|
(0.9
|
)
|
|
(15
|
)
|
|
(0.4
|
)
|
||
Weather
|
52
|
|
|
3.4
|
|
|
5
|
|
|
0.1
|
|
||
Fuel and other cost recovery
|
(9
|
)
|
|
(0.6
|
)
|
|
(121
|
)
|
|
(2.9
|
)
|
||
Retail – current year
|
$
|
1,629
|
|
|
4.6
|
%
|
|
$
|
4,139
|
|
|
(0.3
|
)%
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$17
|
|
26.2
|
|
$23
|
|
12.2
|
|
|
Third Quarter 2016
vs. Third Quarter 2015 |
|
Year-to-Date 2016
vs. Year-to-Date 2015 |
|||||||||
|
|
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
|||||
Fuel
|
|
$
|
2
|
|
|
0.5
|
|
$
|
(88
|
)
|
|
(8.3
|
)
|
Purchased power – non-affiliates
|
|
7
|
|
|
12.5
|
|
(3
|
)
|
|
(2.1
|
)
|
||
Purchased power – affiliates
|
|
(10
|
)
|
|
(19.6)
|
|
(24
|
)
|
|
(15.7
|
)
|
||
Total fuel and purchased power expenses
|
|
$
|
(1
|
)
|
|
|
|
$
|
(115
|
)
|
|
|
|
Third Quarter 2016
|
|
Third Quarter 2015
|
|
Year-to-Date 2016
|
|
Year-to-Date 2015
|
Total generation
(in billions of KWHs)
|
18
|
|
17
|
|
46
|
|
46
|
Total purchased power
(in billions of KWHs)
|
2
|
|
2
|
|
6
|
|
5
|
Sources of generation
(percent)
—
|
|
|
|
|
|
|
|
Coal
|
59
|
|
61
|
|
51
|
|
56
|
Nuclear
|
22
|
|
23
|
|
24
|
|
23
|
Gas
|
18
|
|
14
|
|
19
|
|
16
|
Hydro
|
1
|
|
2
|
|
6
|
|
5
|
Cost of fuel, generated
(in cents per net KWH)
—
|
|
|
|
|
|
|
|
Coal
|
2.73
|
|
2.79
|
|
2.80
|
|
2.85
|
Nuclear
|
0.77
|
|
0.81
|
|
0.78
|
|
0.81
|
Gas
|
2.85
|
|
3.11
|
|
2.62
|
|
3.08
|
Average cost of fuel, generated
(in cents per net KWH)
(a)
|
2.32
|
|
2.39
|
|
2.25
|
|
2.40
|
Average cost of purchased power
(in cents per net KWH)
(b)
|
5.70
|
|
6.90
|
|
4.81
|
|
5.56
|
(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.
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$(23)
|
|
(6.2)
|
|
$(43)
|
|
(3.8)
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$14
|
|
8.6
|
|
$43
|
|
8.9
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$5
|
|
5.5
|
|
$11
|
|
4.0
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$(7)
|
|
(50.0)
|
|
$(20)
|
|
(46.5)
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$6
|
|
8.5
|
|
$19
|
|
9.3
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$2
|
|
28.6
|
|
$8
|
|
33.3
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$29
|
|
15.1
|
|
$39
|
|
9.1
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$—
|
|
—
|
|
$(8)
|
|
(38.1)
|
Expires
|
|
|
|
|
|
Due Within One
Year
|
||||||||||||||||||||
2017
|
|
2018
|
|
2020
|
|
Total
|
|
Unused
|
|
Term
Out
|
|
No Term
Out
|
||||||||||||||
(in millions)
|
|
(in millions)
|
|
(in millions)
|
||||||||||||||||||||||
$
|
35
|
|
|
$
|
500
|
|
|
$
|
800
|
|
|
$
|
1,335
|
|
|
$
|
1,335
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
|
Short-term Debt During the Period
(*)
|
|||||||||
|
|
Average
Amount
Outstanding
|
|
Weighted
Average
Interest Rate
|
|
Maximum
Amount
Outstanding
|
|||||
|
|
(in millions)
|
|
|
|
(in millions)
|
|||||
Commercial paper
|
|
$
|
15
|
|
|
0.6
|
%
|
|
$
|
100
|
|
(*)
|
Average and maximum amounts are based upon daily balances during the
three
-month period ended
September 30, 2016
. No short-term debt was outstanding at
September 30, 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
|
$
|
347
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
||||||||
Retail revenues
|
$
|
2,540
|
|
|
$
|
2,537
|
|
|
$
|
6,164
|
|
|
$
|
6,223
|
|
Wholesale revenues, non-affiliates
|
49
|
|
|
55
|
|
|
131
|
|
|
173
|
|
||||
Wholesale revenues, affiliates
|
9
|
|
|
5
|
|
|
24
|
|
|
18
|
|
||||
Other revenues
|
100
|
|
|
94
|
|
|
302
|
|
|
271
|
|
||||
Total operating revenues
|
2,698
|
|
|
2,691
|
|
|
6,621
|
|
|
6,685
|
|
||||
Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
Fuel
|
575
|
|
|
706
|
|
|
1,390
|
|
|
1,735
|
|
||||
Purchased power, non-affiliates
|
102
|
|
|
90
|
|
|
277
|
|
|
227
|
|
||||
Purchased power, affiliates
|
142
|
|
|
148
|
|
|
392
|
|
|
411
|
|
||||
Other operations and maintenance
|
496
|
|
|
462
|
|
|
1,393
|
|
|
1,405
|
|
||||
Depreciation and amortization
|
215
|
|
|
214
|
|
|
639
|
|
|
633
|
|
||||
Taxes other than income taxes
|
114
|
|
|
107
|
|
|
311
|
|
|
302
|
|
||||
Total operating expenses
|
1,644
|
|
|
1,727
|
|
|
4,402
|
|
|
4,713
|
|
||||
Operating Income
|
1,054
|
|
|
964
|
|
|
2,219
|
|
|
1,972
|
|
||||
Other Income and (Expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense, net of amounts capitalized
|
(98
|
)
|
|
(90
|
)
|
|
(290
|
)
|
|
(272
|
)
|
||||
Other income (expense), net
|
11
|
|
|
18
|
|
|
35
|
|
|
34
|
|
||||
Total other income and (expense)
|
(87
|
)
|
|
(72
|
)
|
|
(255
|
)
|
|
(238
|
)
|
||||
Earnings Before Income Taxes
|
967
|
|
|
892
|
|
|
1,964
|
|
|
1,734
|
|
||||
Income taxes
|
365
|
|
|
337
|
|
|
737
|
|
|
657
|
|
||||
Net Income
|
602
|
|
|
555
|
|
|
1,227
|
|
|
1,077
|
|
||||
Dividends on Preferred and Preference Stock
|
4
|
|
|
4
|
|
|
13
|
|
|
13
|
|
||||
Net Income After Dividends on Preferred and Preference Stock
|
$
|
598
|
|
|
$
|
551
|
|
|
$
|
1,214
|
|
|
$
|
1,064
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||
Net Income
|
$
|
602
|
|
|
$
|
555
|
|
|
$
|
1,227
|
|
|
$
|
1,077
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Qualifying hedges:
|
|
|
|
|
|
|
|
||||||||
Changes in fair value, net of tax of $-, $(7), $-, and $(7), respectively
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(10
|
)
|
||||
Reclassification adjustment for amounts included in net
income, net of tax of $-, $-, $1, and $1, respectively |
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||
Total other comprehensive income (loss)
|
1
|
|
|
(10
|
)
|
|
2
|
|
|
(8
|
)
|
||||
Comprehensive Income
|
$
|
603
|
|
|
$
|
545
|
|
|
$
|
1,229
|
|
|
$
|
1,069
|
|
|
For the Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Operating Activities:
|
|
|
|
||||
Net income
|
$
|
1,227
|
|
|
$
|
1,077
|
|
Adjustments to reconcile net income to net cash provided from operating activities --
|
|
|
|
||||
Depreciation and amortization, total
|
794
|
|
|
766
|
|
||
Deferred income taxes
|
346
|
|
|
12
|
|
||
Allowance for equity funds used during construction
|
(36
|
)
|
|
(24
|
)
|
||
Deferred expenses
|
(40
|
)
|
|
(45
|
)
|
||
Pension, postretirement, and other employee benefits
|
(14
|
)
|
|
40
|
|
||
Settlement of asset retirement obligations
|
(93
|
)
|
|
(18
|
)
|
||
Other, net
|
4
|
|
|
48
|
|
||
Changes in certain current assets and liabilities —
|
|
|
|
||||
-Receivables
|
(162
|
)
|
|
37
|
|
||
-Fossil fuel stock
|
128
|
|
|
141
|
|
||
-Prepaid income taxes
|
45
|
|
|
244
|
|
||
-Other current assets
|
17
|
|
|
(17
|
)
|
||
-Accounts payable
|
39
|
|
|
(118
|
)
|
||
-Accrued taxes
|
(22
|
)
|
|
54
|
|
||
-Accrued compensation
|
(26
|
)
|
|
(34
|
)
|
||
-Other current liabilities
|
53
|
|
|
(3
|
)
|
||
Net cash provided from operating activities
|
2,260
|
|
|
2,160
|
|
||
Investing Activities:
|
|
|
|
||||
Property additions
|
(1,566
|
)
|
|
(1,321
|
)
|
||
Nuclear decommissioning trust fund purchases
|
(563
|
)
|
|
(815
|
)
|
||
Nuclear decommissioning trust fund sales
|
558
|
|
|
810
|
|
||
Cost of removal, net of salvage
|
(45
|
)
|
|
(57
|
)
|
||
Change in construction payables, net of joint owner portion
|
(139
|
)
|
|
44
|
|
||
Prepaid long-term service agreements
|
(27
|
)
|
|
(60
|
)
|
||
Other investing activities
|
24
|
|
|
11
|
|
||
Net cash used for investing activities
|
(1,758
|
)
|
|
(1,388
|
)
|
||
Financing Activities:
|
|
|
|
||||
Decrease in notes payable, net
|
(63
|
)
|
|
(26
|
)
|
||
Proceeds —
|
|
|
|
||||
Capital contributions from parent company
|
294
|
|
|
41
|
|
||
Pollution control revenue bonds
|
—
|
|
|
274
|
|
||
Senior notes
|
650
|
|
|
—
|
|
||
FFB loan
|
300
|
|
|
600
|
|
||
Short-term borrowings
|
—
|
|
|
250
|
|
||
Redemptions and repurchases —
|
|
|
|
||||
Pollution control revenue bonds
|
(4
|
)
|
|
(268
|
)
|
||
Senior notes
|
(700
|
)
|
|
(525
|
)
|
||
Short-term borrowings
|
—
|
|
|
(250
|
)
|
||
Payment of common stock dividends
|
(979
|
)
|
|
(776
|
)
|
||
Other financing activities
|
(20
|
)
|
|
(31
|
)
|
||
Net cash used for financing activities
|
(522
|
)
|
|
(711
|
)
|
||
Net Change in Cash and Cash Equivalents
|
(20
|
)
|
|
61
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
67
|
|
|
24
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
47
|
|
|
$
|
85
|
|
Supplemental Cash Flow Information:
|
|
|
|
||||
Cash paid during the period for —
|
|
|
|
||||
Interest (net of $15 and $10 capitalized for 2016 and 2015, respectively)
|
$
|
277
|
|
|
$
|
251
|
|
Income taxes, net
|
188
|
|
|
311
|
|
||
Noncash transactions — Accrued property additions at end of period
|
226
|
|
|
192
|
|
Assets
|
|
At September 30, 2016
|
|
At December 31, 2015
|
||||
|
|
(in millions)
|
||||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
47
|
|
|
$
|
67
|
|
Receivables —
|
|
|
|
|
||||
Customer accounts receivable
|
|
718
|
|
|
541
|
|
||
Unbilled revenues
|
|
298
|
|
|
188
|
|
||
Joint owner accounts receivable
|
|
46
|
|
|
227
|
|
||
Income taxes receivable, current
|
|
—
|
|
|
114
|
|
||
Other accounts and notes receivable
|
|
55
|
|
|
57
|
|
||
Affiliated
|
|
15
|
|
|
18
|
|
||
Accumulated provision for uncollectible accounts
|
|
(2
|
)
|
|
(2
|
)
|
||
Fossil fuel stock
|
|
274
|
|
|
402
|
|
||
Materials and supplies
|
|
470
|
|
|
449
|
|
||
Vacation pay
|
|
90
|
|
|
91
|
|
||
Prepaid income taxes
|
|
111
|
|
|
156
|
|
||
Other regulatory assets, current
|
|
115
|
|
|
123
|
|
||
Other current assets
|
|
89
|
|
|
92
|
|
||
Total current assets
|
|
2,326
|
|
|
2,523
|
|
||
Property, Plant, and Equipment:
|
|
|
|
|
||||
In service
|
|
33,394
|
|
|
31,841
|
|
||
Less accumulated provision for depreciation
|
|
11,234
|
|
|
10,903
|
|
||
Plant in service, net of depreciation
|
|
22,160
|
|
|
20,938
|
|
||
Other utility plant, net
|
|
—
|
|
|
171
|
|
||
Nuclear fuel, at amortized cost
|
|
556
|
|
|
572
|
|
||
Construction work in progress
|
|
4,888
|
|
|
4,775
|
|
||
Total property, plant, and equipment
|
|
27,604
|
|
|
26,456
|
|
||
Other Property and Investments:
|
|
|
|
|
||||
Equity investments in unconsolidated subsidiaries
|
|
61
|
|
|
64
|
|
||
Nuclear decommissioning trusts, at fair value
|
|
835
|
|
|
775
|
|
||
Miscellaneous property and investments
|
|
42
|
|
|
43
|
|
||
Total other property and investments
|
|
938
|
|
|
882
|
|
||
Deferred Charges and Other Assets:
|
|
|
|
|
||||
Deferred charges related to income taxes
|
|
675
|
|
|
679
|
|
||
Other regulatory assets, deferred
|
|
2,530
|
|
|
2,152
|
|
||
Other deferred charges and assets
|
|
175
|
|
|
173
|
|
||
Total deferred charges and other assets
|
|
3,380
|
|
|
3,004
|
|
||
Total Assets
|
|
$
|
34,248
|
|
|
$
|
32,865
|
|
Liabilities and Stockholder's Equity
|
|
At September 30, 2016
|
|
At December 31, 2015
|
||||
|
|
(in millions)
|
||||||
Current Liabilities:
|
|
|
|
|
||||
Securities due within one year
|
|
$
|
458
|
|
|
$
|
712
|
|
Notes payable
|
|
95
|
|
|
158
|
|
||
Accounts payable —
|
|
|
|
|
||||
Affiliated
|
|
451
|
|
|
411
|
|
||
Other
|
|
464
|
|
|
750
|
|
||
Customer deposits
|
|
265
|
|
|
264
|
|
||
Accrued taxes —
|
|
|
|
|
||||
Accrued income taxes
|
|
14
|
|
|
12
|
|
||
Other accrued taxes
|
|
310
|
|
|
325
|
|
||
Accrued interest
|
|
110
|
|
|
99
|
|
||
Accrued vacation pay
|
|
62
|
|
|
62
|
|
||
Accrued compensation
|
|
118
|
|
|
142
|
|
||
Asset retirement obligations, current
|
|
313
|
|
|
179
|
|
||
Over recovered regulatory clause revenues, current
|
|
125
|
|
|
10
|
|
||
Other current liabilities
|
|
197
|
|
|
171
|
|
||
Total current liabilities
|
|
2,982
|
|
|
3,295
|
|
||
Long-term Debt
|
|
10,114
|
|
|
9,616
|
|
||
Deferred Credits and Other Liabilities:
|
|
|
|
|
||||
Accumulated deferred income taxes
|
|
5,969
|
|
|
5,627
|
|
||
Deferred credits related to income taxes
|
|
103
|
|
|
105
|
|
||
Accumulated deferred investment tax credits
|
|
199
|
|
|
204
|
|
||
Employee benefit obligations
|
|
906
|
|
|
949
|
|
||
Asset retirement obligations, deferred
|
|
2,241
|
|
|
1,737
|
|
||
Other deferred credits and liabilities
|
|
203
|
|
|
347
|
|
||
Total deferred credits and other liabilities
|
|
9,621
|
|
|
8,969
|
|
||
Total Liabilities
|
|
22,717
|
|
|
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
|
|
6,585
|
|
|
6,275
|
|
||
Retained earnings
|
|
4,295
|
|
|
4,061
|
|
||
Accumulated other comprehensive loss
|
|
(13
|
)
|
|
(15
|
)
|
||
Total common stockholder's equity
|
|
11,265
|
|
|
10,719
|
|
||
Total Liabilities and Stockholder's Equity
|
|
$
|
34,248
|
|
|
$
|
32,865
|
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$47
|
|
8.5
|
|
$150
|
|
14.1
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$3
|
|
0.1
|
|
$(59)
|
|
(0.9)
|
|
Third Quarter 2016
|
|
Year-to-Date 2016
|
||||||||||
|
(in millions)
|
|
(% change)
|
|
(in millions)
|
|
(% change)
|
||||||
Retail – prior year
|
$
|
2,537
|
|
|
|
|
$
|
6,223
|
|
|
|
||
Estimated change resulting from –
|
|
|
|
|
|
|
|
||||||
Rates and pricing
|
22
|
|
|
0.9
|
|
|
167
|
|
|
2.7
|
|
||
Sales growth
|
1
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||
Weather
|
105
|
|
|
4.1
|
|
|
75
|
|
|
1.2
|
|
||
Fuel cost recovery
|
(125
|
)
|
|
(4.9
|
)
|
|
(304
|
)
|
|
(4.9
|
)
|
||
Retail – current year
|
$
|
2,540
|
|
|
0.1
|
%
|
|
$
|
6,164
|
|
|
(1.0
|
)%
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$(6)
|
|
(10.9)
|
|
$(42)
|
|
(24.3)
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$6
|
|
6.4
|
|
$31
|
|
11.4
|
|
|
Third Quarter 2016
vs. Third Quarter 2015 |
|
Year-to-Date 2016
vs. Year-to-Date 2015 |
||||||||||
|
|
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
||||||
Fuel
|
|
$
|
(131
|
)
|
|
(18.6
|
)
|
|
$
|
(345
|
)
|
|
(19.9
|
)
|
Purchased power – non-affiliates
|
|
12
|
|
|
13.3
|
|
|
50
|
|
|
22.0
|
|
||
Purchased power – affiliates
|
|
(6
|
)
|
|
(4.1
|
)
|
|
(19
|
)
|
|
(4.6
|
)
|
||
Total fuel and purchased power expenses
|
|
$
|
(125
|
)
|
|
|
|
$
|
(314
|
)
|
|
|
|
Third Quarter 2016
|
|
Third Quarter 2015
|
|
Year-to-Date 2016
|
|
Year-to-Date 2015
|
Total generation
(in billions of KWHs)
|
20
|
|
19
|
|
53
|
|
53
|
Total purchased power
(in billions of KWHs)
|
7
|
|
7
|
|
19
|
|
18
|
Sources of generation
(percent)
—
|
|
|
|
|
|
|
|
Coal
|
44
|
|
41
|
|
37
|
|
38
|
Nuclear
|
22
|
|
22
|
|
23
|
|
23
|
Gas
|
34
|
|
36
|
|
38
|
|
37
|
Hydro
|
—
|
|
1
|
|
2
|
|
2
|
Cost of fuel, generated
(in cents per net KWH)
—
|
|
|
|
|
|
|
|
Coal
|
3.16
|
|
5.42
|
|
3.32
|
|
4.65
|
Nuclear
|
0.85
|
|
0.86
|
|
0.85
|
|
0.76
|
Gas
|
2.61
|
|
2.57
|
|
2.27
|
|
2.62
|
Average cost of fuel, generated
(in cents per net KWH)
|
2.47
|
|
3.37
|
|
2.34
|
|
2.98
|
Average cost of purchased power
(in cents per net KWH)
(*)
|
4.57
|
|
4.54
|
|
4.46
|
|
4.50
|
(*)
|
Average cost of purchased power includes fuel purchased by Georgia Power for tolling agreements where power is generated by the provider.
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$34
|
|
7.4
|
|
$(12)
|
|
(0.9)
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$1
|
|
0.5
|
|
$6
|
|
0.9
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$7
|
|
6.5
|
|
$9
|
|
3.0
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$8
|
|
8.9
|
|
$18
|
|
6.6
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$28
|
|
8.3
|
|
$80
|
|
12.2
|
|
|
Short-term Debt at
September 30, 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
|
|
$
|
95
|
|
|
0.8
|
%
|
|
$
|
59
|
|
|
0.8
|
%
|
|
$
|
197
|
|
(*)
|
Average and maximum amounts are based upon daily balances during the
three
-month period ended
September 30, 2016
.
|
Credit Ratings
|
Maximum Potential
Collateral Requirements |
||
|
(in millions)
|
||
At BBB- and/or Baa3
|
$
|
93
|
|
Below BBB- and/or Baa3
|
$
|
1,222
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
||||||||
Retail revenues
|
$
|
377
|
|
|
$
|
363
|
|
|
$
|
978
|
|
|
$
|
983
|
|
Wholesale revenues, non-affiliates
|
17
|
|
|
30
|
|
|
48
|
|
|
82
|
|
||||
Wholesale revenues, affiliates
|
23
|
|
|
17
|
|
|
59
|
|
|
52
|
|
||||
Other revenues
|
19
|
|
|
19
|
|
|
51
|
|
|
53
|
|
||||
Total operating revenues
|
436
|
|
|
429
|
|
|
1,136
|
|
|
1,170
|
|
||||
Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
Fuel
|
141
|
|
|
143
|
|
|
342
|
|
|
375
|
|
||||
Purchased power, non-affiliates
|
33
|
|
|
26
|
|
|
95
|
|
|
76
|
|
||||
Purchased power, affiliates
|
3
|
|
|
4
|
|
|
9
|
|
|
22
|
|
||||
Other operations and maintenance
|
86
|
|
|
90
|
|
|
239
|
|
|
274
|
|
||||
Depreciation and amortization
|
49
|
|
|
40
|
|
|
129
|
|
|
100
|
|
||||
Taxes other than income taxes
|
34
|
|
|
35
|
|
|
93
|
|
|
91
|
|
||||
Total operating expenses
|
346
|
|
|
338
|
|
|
907
|
|
|
938
|
|
||||
Operating Income
|
90
|
|
|
91
|
|
|
229
|
|
|
232
|
|
||||
Other Income and (Expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense, net of amounts capitalized
|
(11
|
)
|
|
(12
|
)
|
|
(36
|
)
|
|
(38
|
)
|
||||
Other income (expense), net
|
(2
|
)
|
|
2
|
|
|
(4
|
)
|
|
8
|
|
||||
Total other income and (expense)
|
(13
|
)
|
|
(10
|
)
|
|
(40
|
)
|
|
(30
|
)
|
||||
Earnings Before Income Taxes
|
77
|
|
|
81
|
|
|
189
|
|
|
202
|
|
||||
Income taxes
|
30
|
|
|
31
|
|
|
74
|
|
|
75
|
|
||||
Net Income
|
47
|
|
|
50
|
|
|
115
|
|
|
127
|
|
||||
Dividends on Preference Stock
|
2
|
|
|
2
|
|
|
7
|
|
|
7
|
|
||||
Net Income After Dividends on Preference Stock
|
$
|
45
|
|
|
$
|
48
|
|
|
$
|
108
|
|
|
$
|
120
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||
Net Income
|
$
|
47
|
|
|
$
|
50
|
|
|
$
|
115
|
|
|
$
|
127
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Qualifying hedges:
|
|
|
|
|
|
|
|
||||||||
Changes in fair value, net of tax of $-, $-, $(3), and $-, respectively
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||
Total other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||
Comprehensive Income
|
$
|
47
|
|
|
$
|
50
|
|
|
$
|
111
|
|
|
$
|
127
|
|
|
For the Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Operating Activities:
|
|
|
|
||||
Net income
|
$
|
115
|
|
|
$
|
127
|
|
Adjustments to reconcile net income to net cash provided from operating activities —
|
|
|
|
||||
Depreciation and amortization, total
|
134
|
|
|
105
|
|
||
Deferred income taxes
|
15
|
|
|
58
|
|
||
Other, net
|
(4
|
)
|
|
5
|
|
||
Changes in certain current assets and liabilities —
|
|
|
|
||||
-Receivables
|
(9
|
)
|
|
18
|
|
||
-Fossil fuel stock
|
49
|
|
|
18
|
|
||
-Other current assets
|
3
|
|
|
32
|
|
||
-Accrued taxes
|
40
|
|
|
46
|
|
||
-Other current liabilities
|
30
|
|
|
2
|
|
||
Net cash provided from operating activities
|
373
|
|
|
411
|
|
||
Investing Activities:
|
|
|
|
||||
Property additions
|
(106
|
)
|
|
(189
|
)
|
||
Cost of removal, net of salvage
|
(8
|
)
|
|
(9
|
)
|
||
Change in construction payables
|
(7
|
)
|
|
(29
|
)
|
||
Other investing activities
|
(6
|
)
|
|
(6
|
)
|
||
Net cash used for investing activities
|
(127
|
)
|
|
(233
|
)
|
||
Financing Activities:
|
|
|
|
||||
Decrease in notes payable, net
|
(42
|
)
|
|
(34
|
)
|
||
Proceeds —
|
|
|
|
||||
Common stock issued to parent
|
—
|
|
|
20
|
|
||
Pollution control revenue bonds
|
—
|
|
|
13
|
|
||
Redemptions and repurchases —
|
|
|
|
||||
Pollution control revenue bonds
|
—
|
|
|
(13
|
)
|
||
Senior notes
|
(125
|
)
|
|
(60
|
)
|
||
Payment of common stock dividends
|
(90
|
)
|
|
(98
|
)
|
||
Other financing activities
|
6
|
|
|
(4
|
)
|
||
Net cash used for financing activities
|
(251
|
)
|
|
(176
|
)
|
||
Net Change in Cash and Cash Equivalents
|
(5
|
)
|
|
2
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
74
|
|
|
39
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
69
|
|
|
$
|
41
|
|
Supplemental Cash Flow Information:
|
|
|
|
||||
Cash paid (received) during the period for —
|
|
|
|
||||
Interest (net of $- and $5 capitalized for 2016 and 2015, respectively)
|
$
|
29
|
|
|
$
|
27
|
|
Income taxes, net
|
14
|
|
|
(37
|
)
|
||
Noncash transactions — Accrued property additions at end of period
|
13
|
|
|
17
|
|
Assets
|
|
At September 30, 2016
|
|
At December 31, 2015
|
||||
|
|
(in millions)
|
||||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
69
|
|
|
$
|
74
|
|
Receivables —
|
|
|
|
|
||||
Customer accounts receivable
|
|
94
|
|
|
76
|
|
||
Unbilled revenues
|
|
74
|
|
|
54
|
|
||
Under recovered regulatory clause revenues
|
|
2
|
|
|
20
|
|
||
Income taxes receivable, current
|
|
—
|
|
|
27
|
|
||
Other accounts and notes receivable
|
|
4
|
|
|
9
|
|
||
Affiliated
|
|
3
|
|
|
1
|
|
||
Accumulated provision for uncollectible accounts
|
|
(1
|
)
|
|
(1
|
)
|
||
Fossil fuel stock
|
|
59
|
|
|
108
|
|
||
Materials and supplies
|
|
56
|
|
|
56
|
|
||
Other regulatory assets, current
|
|
62
|
|
|
90
|
|
||
Other current assets
|
|
15
|
|
|
22
|
|
||
Total current assets
|
|
437
|
|
|
536
|
|
||
Property, Plant, and Equipment:
|
|
|
|
|
||||
In service
|
|
5,073
|
|
|
5,045
|
|
||
Less accumulated provision for depreciation
|
|
1,387
|
|
|
1,296
|
|
||
Plant in service, net of depreciation
|
|
3,686
|
|
|
3,749
|
|
||
Other utility plant, net
|
|
—
|
|
|
62
|
|
||
Construction work in progress
|
|
64
|
|
|
48
|
|
||
Total property, plant, and equipment
|
|
3,750
|
|
|
3,859
|
|
||
Other Property and Investments
|
|
4
|
|
|
4
|
|
||
Deferred Charges and Other Assets:
|
|
|
|
|
||||
Deferred charges related to income taxes
|
|
59
|
|
|
61
|
|
||
Other regulatory assets, deferred
|
|
507
|
|
|
427
|
|
||
Other deferred charges and assets
|
|
45
|
|
|
33
|
|
||
Total deferred charges and other assets
|
|
611
|
|
|
521
|
|
||
Total Assets
|
|
$
|
4,802
|
|
|
$
|
4,920
|
|
Liabilities and Stockholder's Equity
|
|
At September 30, 2016
|
|
At December 31, 2015
|
||||
|
|
(in millions)
|
||||||
Current Liabilities:
|
|
|
|
|
||||
Securities due within one year
|
|
$
|
195
|
|
|
$
|
110
|
|
Notes payable
|
|
100
|
|
|
142
|
|
||
Accounts payable —
|
|
|
|
|
||||
Affiliated
|
|
50
|
|
|
55
|
|
||
Other
|
|
41
|
|
|
44
|
|
||
Customer deposits
|
|
35
|
|
|
36
|
|
||
Accrued taxes —
|
|
|
|
|
||||
Accrued income taxes
|
|
19
|
|
|
4
|
|
||
Other accrued taxes
|
|
34
|
|
|
9
|
|
||
Accrued interest
|
|
19
|
|
|
9
|
|
||
Accrued compensation
|
|
20
|
|
|
25
|
|
||
Deferred capacity expense, current
|
|
22
|
|
|
22
|
|
||
Other regulatory liabilities, current
|
|
28
|
|
|
22
|
|
||
Liabilities from risk management activities
|
|
30
|
|
|
49
|
|
||
Other current liabilities
|
|
41
|
|
|
40
|
|
||
Total current liabilities
|
|
634
|
|
|
567
|
|
||
Long-term Debt
|
|
989
|
|
|
1,193
|
|
||
Deferred Credits and Other Liabilities:
|
|
|
|
|
||||
Accumulated deferred income taxes
|
|
904
|
|
|
893
|
|
||
Employee benefit obligations
|
|
125
|
|
|
129
|
|
||
Deferred capacity expense
|
|
125
|
|
|
141
|
|
||
Asset retirement obligations
|
|
119
|
|
|
113
|
|
||
Accrued environmental remediation
|
|
41
|
|
|
42
|
|
||
Other cost of removal obligations
|
|
248
|
|
|
233
|
|
||
Other regulatory liabilities, deferred
|
|
48
|
|
|
47
|
|
||
Other deferred credits and liabilities
|
|
41
|
|
|
60
|
|
||
Total deferred credits and other liabilities
|
|
1,651
|
|
|
1,658
|
|
||
Total Liabilities
|
|
3,274
|
|
|
3,418
|
|
||
Preference Stock
|
|
147
|
|
|
147
|
|
||
Common Stockholder's Equity:
|
|
|
|
|
||||
Common stock, without par value —
|
|
|
|
|
||||
Authorized — 20,000,000 shares
|
|
|
|
|
||||
Outstanding — 5,642,717 shares
|
|
503
|
|
|
503
|
|
||
Paid-in capital
|
|
579
|
|
|
567
|
|
||
Retained earnings
|
|
303
|
|
|
285
|
|
||
Accumulated other comprehensive loss
|
|
(4
|
)
|
|
—
|
|
||
Total common stockholder's equity
|
|
1,381
|
|
|
1,355
|
|
||
Total Liabilities and Stockholder's Equity
|
|
$
|
4,802
|
|
|
$
|
4,920
|
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$(3)
|
|
(6.3)
|
|
$(12)
|
|
(10.0)
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$14
|
|
3.9
|
|
$(5)
|
|
(0.5)
|
|
Third Quarter 2016
|
|
Year-to-Date 2016
|
||||||||||
|
(in millions)
|
|
(% change)
|
|
(in millions)
|
|
(% change)
|
||||||
Retail – prior year
|
$
|
363
|
|
|
|
|
$
|
983
|
|
|
|
||
Estimated change resulting from –
|
|
|
|
|
|
|
|
||||||
Rates and pricing
|
11
|
|
|
3.0
|
|
|
28
|
|
|
2.8
|
|
||
Sales growth (decline)
|
(1
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
||
Weather
|
5
|
|
|
1.4
|
|
|
(3
|
)
|
|
(0.3
|
)
|
||
Fuel and other cost recovery
|
(1
|
)
|
|
(0.3
|
)
|
|
(30
|
)
|
|
(3.1
|
)
|
||
Retail – current year
|
$
|
377
|
|
|
3.8
|
%
|
|
$
|
978
|
|
|
(0.6
|
)%
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$(13)
|
|
(43.3)
|
|
$(34)
|
|
(41.5)
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$6
|
|
35.3
|
|
$7
|
|
13.5
|
|
|
Third Quarter 2016
vs. Third Quarter 2015 |
|
Year-to-Date 2016
vs. Year-to-Date 2015 |
||||||||||
|
|
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
||||||
Fuel
|
|
$
|
(2
|
)
|
|
(1.4
|
)
|
|
$
|
(33
|
)
|
|
(8.8
|
)
|
Purchased power – non-affiliates
|
|
7
|
|
|
26.9
|
|
|
19
|
|
|
25.0
|
|
||
Purchased power – affiliates
|
|
(1
|
)
|
|
(25.0
|
)
|
|
(13
|
)
|
|
(59.1
|
)
|
||
Total fuel and purchased power expenses
|
|
$
|
4
|
|
|
|
|
$
|
(27
|
)
|
|
|
|
Third Quarter 2016
|
|
Third Quarter 2015
|
|
Year-to-Date 2016
|
|
Year-to-Date 2015
|
Total generation
(in millions of KWHs)
|
2,775
|
|
2,839
|
|
6,654
|
|
7,435
|
Total purchased power
(in millions of KWHs)
|
1,906
|
|
1,637
|
|
5,295
|
|
4,231
|
Sources of generation
(percent)
–
|
|
|
|
|
|
|
|
Coal
|
68
|
|
64
|
|
57
|
|
61
|
Gas
|
32
|
|
36
|
|
43
|
|
39
|
Cost of fuel, generated
(in cents per net KWH)
–
|
|
|
|
|
|
|
|
Coal
|
3.55
|
|
3.67
|
|
3.80
|
|
3.88
|
Gas
|
4.38
|
|
4.32
|
|
4.06
|
|
4.22
|
Average cost of fuel, generated
(in cents per net KWH)
|
3.81
|
|
3.90
|
|
3.91
|
|
4.01
|
Average cost of purchased power
(in cents per net KWH)
(*)
|
3.79
|
|
3.83
|
|
3.51
|
|
4.12
|
(*)
|
Average cost of purchased power includes fuel purchased by Gulf Power for tolling agreements where power is generated by the provider.
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$(4)
|
|
(4.4)
|
|
$(35)
|
|
(12.8)
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$9
|
|
22.5
|
|
$29
|
|
29.0
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$(4)
|
|
N/M
|
|
$(12)
|
|
N/M
|
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)
|
|
(in millions)
|
||||||||||||||||||||||||||||
$
|
50
|
|
|
$
|
65
|
|
|
$
|
165
|
|
|
$
|
280
|
|
|
$
|
280
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
45
|
|
|
$
|
70
|
|
|
|
Short-term Debt at
September 30, 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
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
35
|
|
|
0.8
|
%
|
|
$
|
88
|
|
Short-term bank debt
|
|
100
|
|
|
1.3
|
%
|
|
100
|
|
|
1.2
|
%
|
|
100
|
|
|||
Total
|
|
$
|
100
|
|
|
1.3
|
%
|
|
$
|
135
|
|
|
1.1
|
%
|
|
|
(*)
|
Average and maximum amounts are based upon daily balances during the
three
-month period ended
September 30, 2016
.
|
Credit Ratings
|
Maximum Potential
Collateral
Requirements
|
||
|
(in millions)
|
||
At BBB- and/or Baa3
|
$
|
192
|
|
Below BBB- and/or Baa3
|
$
|
630
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
||||||||
Retail revenues
|
$
|
263
|
|
|
$
|
244
|
|
|
$
|
652
|
|
|
$
|
601
|
|
Wholesale revenues, non-affiliates
|
78
|
|
|
76
|
|
|
198
|
|
|
216
|
|
||||
Wholesale revenues, affiliates
|
7
|
|
|
18
|
|
|
23
|
|
|
63
|
|
||||
Other revenues
|
4
|
|
|
3
|
|
|
12
|
|
|
13
|
|
||||
Total operating revenues
|
352
|
|
|
341
|
|
|
885
|
|
|
893
|
|
||||
Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
Fuel
|
112
|
|
|
130
|
|
|
268
|
|
|
359
|
|
||||
Purchased power, non-affiliates
|
3
|
|
|
1
|
|
|
4
|
|
|
5
|
|
||||
Purchased power, affiliates
|
5
|
|
|
1
|
|
|
14
|
|
|
6
|
|
||||
Other operations and maintenance
|
74
|
|
|
63
|
|
|
211
|
|
|
206
|
|
||||
Depreciation and amortization
|
30
|
|
|
38
|
|
|
114
|
|
|
95
|
|
||||
Taxes other than income taxes
|
31
|
|
|
24
|
|
|
81
|
|
|
71
|
|
||||
Estimated loss on Kemper IGCC
|
88
|
|
|
150
|
|
|
222
|
|
|
182
|
|
||||
Total operating expenses
|
343
|
|
|
407
|
|
|
914
|
|
|
924
|
|
||||
Operating Income (Loss)
|
9
|
|
|
(66
|
)
|
|
(29
|
)
|
|
(31
|
)
|
||||
Other Income and (Expense):
|
|
|
|
|
|
|
|
||||||||
Allowance for equity funds used during construction
|
31
|
|
|
29
|
|
|
90
|
|
|
82
|
|
||||
Interest expense, net of amounts capitalized
|
(15
|
)
|
|
(13
|
)
|
|
(46
|
)
|
|
6
|
|
||||
Other income (expense), net
|
(1
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|
(5
|
)
|
||||
Total other income and (expense)
|
15
|
|
|
14
|
|
|
40
|
|
|
83
|
|
||||
Earnings (Loss) Before Income Taxes
|
24
|
|
|
(52
|
)
|
|
11
|
|
|
52
|
|
||||
Income taxes (benefit)
|
(2
|
)
|
|
(31
|
)
|
|
(29
|
)
|
|
(11
|
)
|
||||
Net Income (Loss)
|
26
|
|
|
(21
|
)
|
|
40
|
|
|
63
|
|
||||
Dividends on Preferred Stock
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Net Income (Loss) After Dividends on Preferred Stock
|
$
|
26
|
|
|
$
|
(21
|
)
|
|
$
|
39
|
|
|
$
|
62
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||
Net Income (Loss)
|
$
|
26
|
|
|
$
|
(21
|
)
|
|
$
|
40
|
|
|
$
|
63
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||||||
Qualifying hedges:
|
|
|
|
|
|
|
|
||||||||
Changes in fair value, net of tax of $-, $-, $-, and $-, respectively
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Reclassification adjustment for amounts included in net
income, net of tax of $-, $-, $-, and $-, respectively |
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Total other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Comprehensive Income (Loss)
|
$
|
26
|
|
|
$
|
(21
|
)
|
|
$
|
40
|
|
|
$
|
64
|
|
|
For the Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Operating Activities:
|
|
|
|
||||
Net income
|
$
|
40
|
|
|
$
|
63
|
|
Adjustments to reconcile net income to net cash provided from operating activities —
|
|
|
|
||||
Depreciation and amortization, total
|
115
|
|
|
94
|
|
||
Deferred income taxes
|
34
|
|
|
518
|
|
||
Investment tax credits
|
—
|
|
|
25
|
|
||
Allowance for equity funds used during construction
|
(90
|
)
|
|
(82
|
)
|
||
Regulatory assets associated with Kemper IGCC
|
(13
|
)
|
|
(56
|
)
|
||
Estimated loss on Kemper IGCC
|
222
|
|
|
182
|
|
||
Income taxes receivable, non-current
|
—
|
|
|
(544
|
)
|
||
Other, net
|
12
|
|
|
7
|
|
||
Changes in certain current assets and liabilities —
|
|
|
|
||||
-Prepaid income taxes
|
38
|
|
|
(1
|
)
|
||
-Other current assets
|
7
|
|
|
4
|
|
||
-Accounts payable
|
5
|
|
|
(32
|
)
|
||
-Accrued taxes
|
95
|
|
|
24
|
|
||
-Over recovered regulatory clause revenues
|
(20
|
)
|
|
59
|
|
||
-Mirror CWIP
|
—
|
|
|
99
|
|
||
-Customer liability associated with Kemper refunds
|
(73
|
)
|
|
—
|
|
||
-Other current liabilities
|
—
|
|
|
(11
|
)
|
||
Net cash provided from operating activities
|
372
|
|
|
349
|
|
||
Investing Activities:
|
|
|
|
||||
Property additions
|
(592
|
)
|
|
(626
|
)
|
||
Construction payables
|
(25
|
)
|
|
(31
|
)
|
||
Capital grant proceeds
|
137
|
|
|
—
|
|
||
Other investing activities
|
(29
|
)
|
|
(29
|
)
|
||
Net cash used for investing activities
|
(509
|
)
|
|
(686
|
)
|
||
Financing Activities:
|
|
|
|
||||
Increase in notes payable, net
|
—
|
|
|
475
|
|
||
Proceeds —
|
|
|
|
||||
Capital contributions from parent company
|
227
|
|
|
153
|
|
||
Long-term debt to parent company
|
200
|
|
|
—
|
|
||
Other long-term debt
|
900
|
|
|
—
|
|
||
Short-term borrowings
|
—
|
|
|
30
|
|
||
Redemptions —
|
|
|
|
||||
Short-term borrowings
|
(475
|
)
|
|
(5
|
)
|
||
Long-term debt to parent company
|
(225
|
)
|
|
—
|
|
||
Other long-term debt
|
(425
|
)
|
|
(350
|
)
|
||
Other financing activities
|
(4
|
)
|
|
(3
|
)
|
||
Net cash provided from financing activities
|
198
|
|
|
300
|
|
||
Net Change in Cash and Cash Equivalents
|
61
|
|
|
(37
|
)
|
||
Cash and Cash Equivalents at Beginning of Period
|
98
|
|
|
133
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
159
|
|
|
$
|
96
|
|
Supplemental Cash Flow Information:
|
|
|
|
||||
Cash paid (received) during the period for —
|
|
|
|
||||
Interest (paid $72 and $58, net of $36 and $52 capitalized for 2016
and 2015, respectively) |
$
|
36
|
|
|
$
|
6
|
|
Income taxes, net
|
(231
|
)
|
|
(55
|
)
|
||
Noncash transactions —
|
|
|
|
||||
Accrued property additions at end of period
|
80
|
|
|
83
|
|
||
Issuance of promissory note to parent related to repayment of
interest-bearing refundable deposits and accrued interest
|
—
|
|
|
301
|
|
Assets
|
|
At September 30, 2016
|
|
At December 31, 2015
|
||||
|
|
(in millions)
|
||||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
159
|
|
|
$
|
98
|
|
Receivables —
|
|
|
|
|
||||
Customer accounts receivable
|
|
39
|
|
|
26
|
|
||
Unbilled revenues
|
|
47
|
|
|
36
|
|
||
Income taxes receivable, current
|
|
—
|
|
|
20
|
|
||
Other accounts and notes receivable
|
|
6
|
|
|
10
|
|
||
Affiliated
|
|
17
|
|
|
20
|
|
||
Fossil fuel stock
|
|
96
|
|
|
104
|
|
||
Materials and supplies
|
|
75
|
|
|
75
|
|
||
Other regulatory assets, current
|
|
118
|
|
|
95
|
|
||
Prepaid income taxes
|
|
—
|
|
|
39
|
|
||
Other current assets
|
|
10
|
|
|
8
|
|
||
Total current assets
|
|
567
|
|
|
531
|
|
||
Property, Plant, and Equipment:
|
|
|
|
|
||||
In service
|
|
4,835
|
|
|
4,886
|
|
||
Less accumulated provision for depreciation
|
|
1,259
|
|
|
1,262
|
|
||
Plant in service, net of depreciation
|
|
3,576
|
|
|
3,624
|
|
||
Construction work in progress
|
|
2,525
|
|
|
2,254
|
|
||
Total property, plant, and equipment
|
|
6,101
|
|
|
5,878
|
|
||
Other Property and Investments
|
|
12
|
|
|
11
|
|
||
Deferred Charges and Other Assets:
|
|
|
|
|
||||
Deferred charges related to income taxes
|
|
330
|
|
|
290
|
|
||
Other regulatory assets, deferred
|
|
510
|
|
|
525
|
|
||
Income taxes receivable, non-current
|
|
544
|
|
|
544
|
|
||
Other deferred charges and assets
|
|
101
|
|
|
61
|
|
||
Total deferred charges and other assets
|
|
1,485
|
|
|
1,420
|
|
||
Total Assets
|
|
$
|
8,165
|
|
|
$
|
7,840
|
|
Liabilities and Stockholder's Equity
|
|
At September 30, 2016
|
|
At December 31, 2015
|
||||
|
|
(in millions)
|
||||||
Current Liabilities:
|
|
|
|
|
||||
Securities due within one year
|
|
$
|
343
|
|
|
$
|
728
|
|
Notes payable
|
|
25
|
|
|
500
|
|
||
Accounts payable —
|
|
|
|
|
||||
Affiliated
|
|
92
|
|
|
85
|
|
||
Other
|
|
126
|
|
|
135
|
|
||
Customer deposits
|
|
16
|
|
|
16
|
|
||
Accrued taxes —
|
|
|
|
|
||||
Accrued income taxes
|
|
110
|
|
|
—
|
|
||
Other accrued taxes
|
|
75
|
|
|
85
|
|
||
Accrued interest
|
|
20
|
|
|
18
|
|
||
Accrued compensation
|
|
21
|
|
|
26
|
|
||
Asset retirement obligations, current
|
|
36
|
|
|
22
|
|
||
Over recovered regulatory clause liabilities
|
|
76
|
|
|
96
|
|
||
Customer liability associated with Kemper refunds
|
|
1
|
|
|
73
|
|
||
Other current liabilities
|
|
37
|
|
|
52
|
|
||
Total current liabilities
|
|
978
|
|
|
1,836
|
|
||
Long-term Debt:
|
|
|
|
|
||||
Long-term debt, affiliated
|
|
551
|
|
|
576
|
|
||
Long-term debt, non-affiliated
|
|
2,161
|
|
|
1,310
|
|
||
Total Long-term Debt
|
|
2,712
|
|
|
1,886
|
|
||
Deferred Credits and Other Liabilities:
|
|
|
|
|
||||
Accumulated deferred income taxes
|
|
823
|
|
|
762
|
|
||
Deferred credits related to income taxes
|
|
7
|
|
|
8
|
|
||
Employee benefit obligations
|
|
146
|
|
|
153
|
|
||
Asset retirement obligations, deferred
|
|
154
|
|
|
154
|
|
||
Unrecognized tax benefits
|
|
382
|
|
|
368
|
|
||
Other cost of removal obligations
|
|
172
|
|
|
165
|
|
||
Other regulatory liabilities, deferred
|
|
76
|
|
|
71
|
|
||
Other deferred credits and liabilities
|
|
54
|
|
|
45
|
|
||
Total deferred credits and other liabilities
|
|
1,814
|
|
|
1,726
|
|
||
Total Liabilities
|
|
5,504
|
|
|
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
|
|
3,124
|
|
|
2,893
|
|
||
Accumulated deficit
|
|
(528
|
)
|
|
(566
|
)
|
||
Accumulated other comprehensive loss
|
|
(6
|
)
|
|
(6
|
)
|
||
Total common stockholder's equity
|
|
2,628
|
|
|
2,359
|
|
||
Total Liabilities and Stockholder's Equity
|
|
$
|
8,165
|
|
|
$
|
7,840
|
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$47
|
|
N/M
|
|
$(23)
|
|
(37.1)
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$19
|
|
7.8
|
|
$51
|
|
8.5
|
|
Third Quarter 2016
|
|
Year-to-Date 2016
|
||||||||||
|
(in millions)
|
|
(% change)
|
|
(in millions)
|
|
(% change)
|
||||||
Retail – prior year
|
$
|
244
|
|
|
|
|
$
|
601
|
|
|
|
||
Estimated change resulting from –
|
|
|
|
|
|
|
|
||||||
Rates and pricing
|
8
|
|
|
3.3
|
|
|
66
|
|
|
11.0
|
|
||
Sales growth (decline)
|
(3
|
)
|
|
(1.3
|
)
|
|
(2
|
)
|
|
(0.3
|
)
|
||
Weather
|
7
|
|
|
2.9
|
|
|
5
|
|
|
0.8
|
|
||
Fuel and other cost recovery
|
7
|
|
|
2.9
|
|
|
(18
|
)
|
|
(3.0
|
)
|
||
Retail – current year
|
$
|
263
|
|
|
7.8
|
%
|
|
$
|
652
|
|
|
8.5
|
%
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$2
|
|
2.6
|
|
$(18)
|
|
(8.3)
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$(11)
|
|
(61.1)
|
|
$(40)
|
|
(63.5)
|
|
|
Third Quarter 2016
vs. Third Quarter 2015 |
|
Year-to-Date 2016
vs. Year-to-Date 2015 |
||||||||
|
|
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
||||
Fuel
|
|
$
|
(18
|
)
|
|
(13.8)
|
|
$
|
(91
|
)
|
|
(25.3)
|
Purchased power – non-affiliates
|
|
2
|
|
|
N/M
|
|
(1
|
)
|
|
(20.0)
|
||
Purchased power – affiliates
|
|
4
|
|
|
N/M
|
|
8
|
|
|
N/M
|
||
Total fuel and purchased power expenses
|
|
$
|
(12
|
)
|
|
|
|
$
|
(84
|
)
|
|
|
|
Third Quarter 2016
|
|
Third Quarter 2015
|
|
Year-to-Date 2016
|
|
Year-to-Date 2015
|
Total generation
(in millions of KWHs)
|
4,255
|
|
4,681
|
|
11,570
|
|
13,136
|
Total purchased power
(in millions of KWHs)
|
288
|
|
121
|
|
877
|
|
427
|
Sources of generation
(percent)
–
|
|
|
|
|
|
|
|
Coal
|
10
|
|
19
|
|
9
|
|
20
|
Gas
|
90
|
|
81
|
|
91
|
|
80
|
Cost of fuel, generated
(in cents per net KWH)
–
|
|
|
|
|
|
|
|
Coal
|
4.02
|
|
3.81
|
|
4.09
|
|
3.70
|
Gas
|
2.64
|
|
2.72
|
|
2.34
|
|
2.70
|
Average cost of fuel, generated
(in cents per net KWH)
|
2.79
|
|
2.93
|
|
2.50
|
|
2.91
|
Average cost of purchased power
(in cents per net KWH)
|
2.59
|
|
2.21
|
|
2.04
|
|
2.42
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$11
|
|
17.5
|
|
$5
|
|
2.4
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$(8)
|
|
(21.1)
|
|
$19
|
|
20.0
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$7
|
|
29.2
|
|
$10
|
|
14.1
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$(62)
|
|
(41.3)
|
|
$40
|
|
22.0
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$2
|
|
6.9
|
|
$8
|
|
9.8
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$2
|
|
15.4
|
|
$52
|
|
N/M
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$29
|
|
93.5
|
|
$(18)
|
|
N/M
|
Cost Category
|
2010 Project Estimate
(a)
|
|
Current Cost Estimate
(b)
|
|
Actual Costs
|
||||||
|
(in billions)
|
||||||||||
Plant Subject to Cost Cap
(c)(e)
|
$
|
2.40
|
|
|
$
|
5.52
|
|
|
$
|
5.30
|
|
Lignite Mine and Equipment
|
0.21
|
|
|
0.23
|
|
|
0.23
|
|
|||
CO
2
Pipeline Facilities
|
0.14
|
|
|
0.11
|
|
|
0.11
|
|
|||
AFUDC
(d)
|
0.17
|
|
|
0.75
|
|
|
0.71
|
|
|||
Combined Cycle and Related Assets Placed in
Service – Incremental (e) |
—
|
|
|
0.04
|
|
|
0.03
|
|
|||
General Exceptions
|
0.05
|
|
|
0.10
|
|
|
0.09
|
|
|||
Deferred Costs
(e)
|
—
|
|
|
0.21
|
|
|
0.20
|
|
|||
Additional DOE Grants
|
—
|
|
|
(0.14
|
)
|
|
(0.14
|
)
|
|||
Total Kemper IGCC
|
$
|
2.97
|
|
|
$
|
6.82
|
|
|
$
|
6.53
|
|
(a)
|
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, as well as the lignite mine and equipment, AFUDC, and general exceptions.
|
(b)
|
Amounts in the Current Cost Estimate include certain estimated post-in-service costs which are expected to be subject to the cost cap.
|
(c)
|
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 (e) for additional information.
|
(d)
|
Mississippi Power's 2010 Project Estimate included recovery of financing costs during construction rather than the accrual of AFUDC. This approach was not approved by the Mississippi PSC as described in "Rate Recovery of Kemper IGCC Costs – 2013 MPSC Rate Order." The Current Cost Estimate also 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.
|
(e)
|
Non-capital Kemper IGCC-related costs incurred during construction were initially deferred as regulatory assets. Some of these costs are now included in rates and are being recognized through income; however, such costs continue to be included in the Current Cost Estimate and the Actual Costs at
September 30, 2016
. The wholesale portion of debt carrying costs, whether deferred or recognized through income, is not included in the Current Cost Estimate and the Actual Costs at
September 30, 2016
. See "
Rate Recovery of Kemper IGCC Costs
–
Regulatory Assets and Liabilities
" herein for additional information.
|
Expires
|
|
|
|
Executable Term
Loans
|
|
Due Within One
Year
|
||||||||||||||||||||||||
2016
|
|
2017
|
|
Total
|
|
Unused
|
|
One
Year
|
|
Two
Years
|
|
Term
Out
|
|
No Term
Out
|
||||||||||||||||
(in millions)
|
|
(in millions)
|
|
(in millions)
|
|
(in millions)
|
||||||||||||||||||||||||
$
|
100
|
|
|
$
|
75
|
|
|
$
|
175
|
|
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
160
|
|
|
|
Short-term Debt at
September 30, 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
|
|
|
2.2%
|
|
$
|
25
|
|
|
2.1%
|
|
$
|
25
|
|
(*)
|
Average and maximum amounts are based upon daily balances during the
three
-month period ended
September 30, 2016
.
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
||||||||
Wholesale revenues, non-affiliates
|
$
|
387
|
|
|
$
|
295
|
|
|
$
|
866
|
|
|
$
|
776
|
|
Wholesale revenues, affiliates
|
110
|
|
|
104
|
|
|
313
|
|
|
303
|
|
||||
Other revenues
|
3
|
|
|
2
|
|
|
10
|
|
|
7
|
|
||||
Total operating revenues
|
500
|
|
|
401
|
|
|
1,189
|
|
|
1,086
|
|
||||
Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
Fuel
|
154
|
|
|
118
|
|
|
341
|
|
|
361
|
|
||||
Purchased power, non-affiliates
|
25
|
|
|
17
|
|
|
60
|
|
|
52
|
|
||||
Purchased power, affiliates
|
8
|
|
|
5
|
|
|
16
|
|
|
18
|
|
||||
Other operations and maintenance
|
81
|
|
|
62
|
|
|
246
|
|
|
184
|
|
||||
Depreciation and amortization
|
93
|
|
|
64
|
|
|
247
|
|
|
183
|
|
||||
Taxes other than income taxes
|
5
|
|
|
6
|
|
|
17
|
|
|
17
|
|
||||
Total operating expenses
|
366
|
|
|
272
|
|
|
927
|
|
|
815
|
|
||||
Operating Income
|
134
|
|
|
129
|
|
|
262
|
|
|
271
|
|
||||
Other Income and (Expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense, net of amounts capitalized
|
(35
|
)
|
|
(18
|
)
|
|
(78
|
)
|
|
(62
|
)
|
||||
Other income (expense), net
|
2
|
|
|
1
|
|
|
3
|
|
|
1
|
|
||||
Total other income and (expense)
|
(33
|
)
|
|
(17
|
)
|
|
(75
|
)
|
|
(61
|
)
|
||||
Earnings Before Income Taxes
|
101
|
|
|
112
|
|
|
187
|
|
|
210
|
|
||||
Income taxes (benefit)
|
(102
|
)
|
|
1
|
|
|
(167
|
)
|
|
14
|
|
||||
Net Income
|
203
|
|
|
111
|
|
|
354
|
|
|
196
|
|
||||
Less: Net income attributable to noncontrolling interests
|
27
|
|
|
9
|
|
|
39
|
|
|
15
|
|
||||
Net Income Attributable to Southern Power
|
$
|
176
|
|
|
$
|
102
|
|
|
$
|
315
|
|
|
$
|
181
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||
Net Income
|
$
|
203
|
|
|
$
|
111
|
|
|
$
|
354
|
|
|
$
|
196
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Qualifying hedges:
|
|
|
|
|
|
|
|
||||||||
Changes in fair value, net of tax of $14, $-, $(1), and $-, respectively
|
23
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Reclassification adjustment for amounts included in net
income, net of tax of $(1), $-, $7, and $-, respectively |
(1
|
)
|
|
—
|
|
|
13
|
|
|
—
|
|
||||
Total other comprehensive income (loss)
|
22
|
|
|
—
|
|
|
12
|
|
|
—
|
|
||||
Less: Comprehensive income attributable to noncontrolling interests
|
27
|
|
|
9
|
|
|
39
|
|
|
15
|
|
||||
Comprehensive Income Attributable to Southern Power
|
$
|
198
|
|
|
$
|
102
|
|
|
$
|
327
|
|
|
$
|
181
|
|
|
For the Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Operating Activities:
|
|
|
|
||||
Net income
|
$
|
354
|
|
|
$
|
196
|
|
Adjustments to reconcile net income to net cash provided from operating activities —
|
|
|
|
||||
Depreciation and amortization, total
|
262
|
|
|
187
|
|
||
Deferred income taxes
|
(668
|
)
|
|
222
|
|
||
Investment tax credits
|
—
|
|
|
294
|
|
||
Amortization of investment tax credits
|
(25
|
)
|
|
(14
|
)
|
||
Deferred revenues
|
9
|
|
|
15
|
|
||
Collateral deposits
|
(80
|
)
|
|
—
|
|
||
Accrued income taxes, non-current
|
—
|
|
|
100
|
|
||
Other, net
|
10
|
|
|
10
|
|
||
Changes in certain current assets and liabilities —
|
|
|
|
||||
-Receivables
|
(82
|
)
|
|
(28
|
)
|
||
-Prepaid income taxes
|
(16
|
)
|
|
(116
|
)
|
||
-Other current assets
|
1
|
|
|
1
|
|
||
-Accounts payable
|
7
|
|
|
1
|
|
||
-Accrued taxes
|
483
|
|
|
(247
|
)
|
||
-Other current liabilities
|
14
|
|
|
(12
|
)
|
||
Net cash provided from operating activities
|
269
|
|
|
609
|
|
||
Investing Activities:
|
|
|
|
||||
Business acquisitions
|
(1,134
|
)
|
|
(1,128
|
)
|
||
Property additions
|
(1,702
|
)
|
|
(348
|
)
|
||
Change in construction payables
|
(69
|
)
|
|
88
|
|
||
Payments pursuant to long-term service agreements
|
(58
|
)
|
|
(65
|
)
|
||
Investment in restricted cash
|
(750
|
)
|
|
—
|
|
||
Distribution of restricted cash
|
746
|
|
|
—
|
|
||
Other investing activities
|
(41
|
)
|
|
(1
|
)
|
||
Net cash used for investing activities
|
(3,008
|
)
|
|
(1,454
|
)
|
||
Financing Activities:
|
|
|
|
||||
Increase in notes payable, net
|
692
|
|
|
18
|
|
||
Proceeds —
|
|
|
|
||||
Senior notes
|
1,531
|
|
|
650
|
|
||
Capital contributions
|
800
|
|
|
226
|
|
||
Other long-term debt
|
63
|
|
|
400
|
|
||
Redemptions —
|
|
|
|
||||
Senior notes
|
—
|
|
|
(525
|
)
|
||
Other long-term debt
|
(84
|
)
|
|
(3
|
)
|
||
Distributions to noncontrolling interests
|
(22
|
)
|
|
(6
|
)
|
||
Capital contributions from noncontrolling interests
|
367
|
|
|
274
|
|
||
Purchase of membership interests from noncontrolling interests
|
(129
|
)
|
|
—
|
|
||
Payment of common stock dividends
|
(204
|
)
|
|
(98
|
)
|
||
Other financing activities
|
(14
|
)
|
|
(5
|
)
|
||
Net cash provided from financing activities
|
3,000
|
|
|
931
|
|
||
Net Change in Cash and Cash Equivalents
|
261
|
|
|
86
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
830
|
|
|
75
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
1,091
|
|
|
$
|
161
|
|
Supplemental Cash Flow Information:
|
|
|
|
||||
Cash paid (received) during the period for —
|
|
|
|
||||
Interest (net of $32 and $4 capitalized for 2016 and 2015, respectively)
|
$
|
49
|
|
|
$
|
69
|
|
Income taxes, net
|
71
|
|
|
(215
|
)
|
||
Noncash transactions — Accrued property additions at end of period
|
210
|
|
|
120
|
|
Assets
|
|
At September 30, 2016
|
|
At December 31, 2015
|
||||
|
|
(in millions)
|
||||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,091
|
|
|
$
|
830
|
|
Receivables —
|
|
|
|
|
||||
Customer accounts receivable
|
|
121
|
|
|
75
|
|
||
Other accounts receivable
|
|
25
|
|
|
19
|
|
||
Affiliated
|
|
67
|
|
|
30
|
|
||
Fossil fuel stock
|
|
14
|
|
|
16
|
|
||
Materials and supplies
|
|
163
|
|
|
63
|
|
||
Prepaid income taxes
|
|
61
|
|
|
45
|
|
||
Other current assets
|
|
32
|
|
|
30
|
|
||
Total current assets
|
|
1,574
|
|
|
1,108
|
|
||
Property, Plant, and Equipment:
|
|
|
|
|
||||
In service
|
|
9,491
|
|
|
7,275
|
|
||
Less accumulated provision for depreciation
|
|
1,465
|
|
|
1,248
|
|
||
Plant in service, net of depreciation
|
|
8,026
|
|
|
6,027
|
|
||
Construction work in progress
|
|
1,652
|
|
|
1,137
|
|
||
Total property, plant, and equipment
|
|
9,678
|
|
|
7,164
|
|
||
Other Property and Investments:
|
|
|
|
|
||||
Goodwill
|
|
2
|
|
|
2
|
|
||
Other intangible assets, net of amortization of $16 and $12
at September 30, 2016 and December 31, 2015, respectively |
|
389
|
|
|
317
|
|
||
Total other property and investments
|
|
391
|
|
|
319
|
|
||
Deferred Charges and Other Assets:
|
|
|
|
|
||||
Prepaid long-term service agreements
|
|
151
|
|
|
166
|
|
||
Accumulated deferred income taxes
|
|
199
|
|
|
—
|
|
||
Other deferred charges and assets — affiliated
|
|
3
|
|
|
9
|
|
||
Other deferred charges and assets — non-affiliated
|
|
355
|
|
|
139
|
|
||
Total deferred charges and other assets
|
|
708
|
|
|
314
|
|
||
Total Assets
|
|
$
|
12,351
|
|
|
$
|
8,905
|
|
Liabilities and Stockholders' Equity
|
|
At September 30, 2016
|
|
At December 31, 2015
|
||||
|
|
(in millions)
|
||||||
Current Liabilities:
|
|
|
|
|
||||
Securities due within one year
|
|
$
|
60
|
|
|
$
|
403
|
|
Notes payable
|
|
828
|
|
|
137
|
|
||
Accounts payable —
|
|
|
|
|
||||
Affiliated
|
|
91
|
|
|
66
|
|
||
Other
|
|
218
|
|
|
327
|
|
||
Accrued taxes —
|
|
|
|
|
||||
Accrued income taxes
|
|
147
|
|
|
198
|
|
||
Other accrued taxes
|
|
16
|
|
|
5
|
|
||
Accrued interest
|
|
30
|
|
|
23
|
|
||
Contingent consideration
|
|
30
|
|
|
36
|
|
||
Other current liabilities
|
|
97
|
|
|
44
|
|
||
Total current liabilities
|
|
1,517
|
|
|
1,239
|
|
||
Long-term Debt
|
|
4,548
|
|
|
2,719
|
|
||
Deferred Credits and Other Liabilities:
|
|
|
|
|
||||
Accumulated deferred income taxes
|
|
140
|
|
|
601
|
|
||
Accumulated deferred investment tax credits
|
|
1,385
|
|
|
889
|
|
||
Accrued income taxes, non-current
|
|
109
|
|
|
109
|
|
||
Asset retirement obligations
|
|
40
|
|
|
21
|
|
||
Deferred capacity revenues — affiliated
|
|
19
|
|
|
17
|
|
||
Other deferred credits and liabilities
|
|
115
|
|
|
3
|
|
||
Total deferred credits and other liabilities
|
|
1,808
|
|
|
1,640
|
|
||
Total Liabilities
|
|
7,873
|
|
|
5,598
|
|
||
Redeemable Noncontrolling Interests
|
|
49
|
|
|
43
|
|
||
Common Stockholder's Equity:
|
|
|
|
|
||||
Common stock, par value $.01 per share —
|
|
|
|
|
||||
Authorized — 1,000,000 shares
|
|
|
|
|
||||
Outstanding — 1,000 shares
|
|
—
|
|
|
—
|
|
||
Paid-in capital
|
|
2,620
|
|
|
1,822
|
|
||
Retained earnings
|
|
769
|
|
|
657
|
|
||
Accumulated other comprehensive income (loss)
|
|
16
|
|
|
4
|
|
||
Total common stockholder's equity
|
|
3,405
|
|
|
2,483
|
|
||
Noncontrolling interests
|
|
1,024
|
|
|
781
|
|
||
Total stockholders' equity
|
|
4,429
|
|
|
3,264
|
|
||
Total Liabilities and Stockholders' Equity
|
|
$
|
12,351
|
|
|
$
|
8,905
|
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$74
|
|
72.5
|
|
$134
|
|
74.0
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$99
|
|
24.7
|
|
$103
|
|
9.5
|
|
Third Quarter 2016
vs. Third Quarter 2015 |
|
Year-to-Date 2016
vs. Year-to-Date 2015 |
||||||||
|
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
||||
PPA capacity revenues
|
$
|
(19
|
)
|
|
(11.8)
|
|
$
|
(25
|
)
|
|
(5.8)
|
PPA energy revenues
|
62
|
|
|
33.3
|
|
79
|
|
|
17.5
|
||
Total PPA revenues
|
43
|
|
|
11.8
|
|
54
|
|
|
6.1
|
||
Revenues not covered by PPAs
|
55
|
|
|
121.9
|
|
46
|
|
|
23.4
|
||
Other revenues
|
1
|
|
|
50.0
|
|
3
|
|
|
42.9
|
||
Total operating revenues
|
$
|
99
|
|
|
24.7%
|
|
$
|
103
|
|
|
9.5%
|
•
|
PPA capacity revenues decreased
$19 million
primarily due to the remarketing of generation capacity into the short-term markets as a result of PPA expirations.
|
•
|
PPA energy revenues
increased
$62 million
primarily due to an increase in renewable energy sales from new solar and wind facilities.
|
•
|
Revenues not covered by PPAs increased
$55 million
primarily due to an increase in short-term sales to non-affiliates as a result of the remarketing of generation capacity from expired PPAs.
|
•
|
PPA capacity revenues decreased
$25 million
as a result of a $44 million decrease in non-affiliate capacity revenues primarily due to the remarketing of generation capacity into the short-term markets as a result of PPA expirations, partially offset by a $19 million increase in affiliate capacity revenues due to new PPAs.
|
•
|
PPA energy revenues
increased
$79 million
primarily due to a $122 million increase in renewable energy sales arising from new solar and wind facilities, partially offset by a decrease of $43 million in fuel revenues related to natural gas facility PPAs.
|
•
|
Revenues not covered by PPAs increased
$46 million
due to a $70 million increase in short-term sales to non-affiliates as a result of the remarketing of generation capacity from expired PPAs, partially offset by a $24 million decrease in power pool revenue primarily associated with a reduction in available uncovered capacity.
|
|
Third Quarter 2016
|
Third Quarter 2015
|
|
Year-to-Date 2016
|
Year-to-Date 2015
|
|
(in billions of KWHs)
|
||||
Generation
|
11.1
|
9.4
|
|
27.9
|
24.8
|
Purchased power
|
0.9
|
0.5
|
|
2.5
|
1.5
|
Total generation and purchased power
|
12.0
|
9.9
|
|
30.4
|
26.3
|
Total generation and purchased power
excluding solar, wind, and tolling agreements
|
6.7
|
5.2
|
|
17.7
|
15.9
|
|
|
Third Quarter 2016
vs. Third Quarter 2015 |
|
Year-to-Date 2016
vs. Year-to-Date 2015 |
||||||||
|
|
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
||||
Fuel
|
|
$
|
36
|
|
|
30.5
|
|
$
|
(20
|
)
|
|
(5.5)
|
Purchased power
|
|
11
|
|
|
50.0
|
|
6
|
|
|
8.6
|
||
Total fuel and purchased power expenses
|
|
$
|
47
|
|
|
|
|
$
|
(14
|
)
|
|
|
•
|
Fuel expense increased
$36 million
primarily due to a $27 million increase associated with the volume of KWHs generated and a $9 million increase associated with average cost of natural gas per KWH generated.
|
•
|
Purchased power expense increased
$11 million
due to a $19 million increase associated with the volume of KWHs purchased, partially offset by a $4 million decrease in the average cost of purchased power and a $4 million decrease associated with a PPA expiration.
|
•
|
Fuel expense decreased
$20 million
primarily due to a $42 million decrease associated with the average cost of natural gas per KWH generated, partially offset by a $22 million increase associated with the volume of KWHs generated.
|
•
|
Purchased power expense increased
$6 million
due to a $48 million increase associated with the volume of KWHs purchased, largely offset by a $30 million decrease in the average cost of purchased power and a $12 million decrease associated with a PPA expiration.
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$19
|
|
30.6
|
|
$62
|
|
33.7
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$29
|
|
45.3
|
|
$64
|
|
35.0
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$17
|
|
94.4
|
|
$16
|
|
25.8
|
Third Quarter 2016 vs. Third Quarter 2015
|
|
Year-to-Date 2016 vs. Year-to-Date 2015
|
||||
(change in millions)
|
|
(% change)
|
|
(change in millions)
|
|
(% change)
|
$(103)
|
|
N/M
|
|
$(181)
|
|
N/M
|
Project Facility
|
Resource
|
Approximate Nameplate Capacity (
MW
)
|
Location
|
Percentage Ownership
|
Actual/Expected COD
|
PPA Contract Period
|
||
Acquisitions During the Nine Months Ended September 30, 2016
|
||||||||
Calipatria
|
Solar
|
20
|
Imperial County, CA
|
90
|
%
|
|
February 2016
|
20 years
|
East Pecos
|
Solar
|
120
|
Pecos County, TX
|
100
|
%
|
|
December 2016
|
15 years
|
Grant Plains
|
Wind
|
147
|
Grant County, OK
|
100
|
%
|
|
December 2016
|
Up to 20 years
|
Grant Wind
|
Wind
|
151
|
Grant County, OK
|
100
|
%
|
|
April 2016
|
20 years
|
Henrietta
|
Solar
|
102
|
Kings County, CA
|
51
|
%
|
(a)
|
July 2016
|
20 years
|
Lamesa
|
Solar
|
102
|
Dawson County, TX
|
100
|
%
|
|
First quarter 2017
|
15 years
|
Passadumkeag
|
Wind
|
42
|
Penobscot County, ME
|
100
|
%
|
|
July 2016
|
15 years
|
Rutherford
|
Solar
|
74
|
Rutherford County, NC
|
90
|
%
|
|
December 2016
|
15 years
|
Acquisitions Subsequent to September 30, 2016
|
||||||||
Mankato
|
Natural Gas
|
375
|
Mankato, MN
|
100
|
%
|
|
N/A
(b)
|
10 years
|
Wake Wind
|
Wind
|
257
|
Floyd and Crosby Counties, TX
|
90.1
|
%
|
|
October 2016
|
12 years
|
(a)
|
Southern Power owns
100%
of the class A membership interests and a wholly-owned subsidiary of the seller owns
100%
of the class B membership interests. Southern Power and the class B member are entitled to
51%
and
49%
, respectively, of all cash distributions from the project. In addition, Southern Power is entitled to substantially all of the federal tax benefits with respect to the transaction.
|
(b)
|
The Mankato facility is a fully operational
375
-MW natural gas-fired combined-cycle facility with an additional
345
-MW expansion under development.
|
•
|
51%
ownership interest (through
100%
ownership of the class A membership interests entitling Southern Power to
51%
of all cash distributions and most of the federal tax benefits) in a
100
-MW solar facility in Nevada covered with a
20
-year PPA, which is expected to close in November 2016;
|
•
|
100%
ownership interests in two wind facilities in Texas totaling
299
MWs, the majority of which is contracted under PPAs for the first
12
to
14
years of operation and are expected to close before the end of 2016; and
|
•
|
100%
ownership interest in a
275
-MW wind facility in Texas, the majority of which is contracted under a
12
-year PPA and is expected to close in January 2017.
|
Solar Facility
|
Approximate Nameplate Capacity (
MW
)
|
Location
|
Actual/Expected COD
|
PPA Contract Period
|
Projects Completed During the Nine Months Ended September 30, 2016
|
||||
Butler Solar Farm
|
22
|
Taylor County, GA
|
February 2016
|
20 years
|
Desert Stateline
(a)
|
299
(b)
|
San Bernardino County, CA
|
Through July 2016
|
20 years
|
Garland A
|
20
|
Kern County, CA
|
August 2016
|
20 years
|
Pawpaw
|
30
|
Taylor County, GA
|
March 2016
|
30 years
|
Tranquillity
|
205
|
Fresno County, CA
|
July 2016
|
18 years
|
Projects Under Construction as of September 30, 2016
|
||||
Butler
|
103
|
Taylor County, GA
|
December 2016
|
30 years
|
Garland
|
185
|
Kern County, CA
|
October 2016
|
15 years
|
Roserock
|
160
|
Pecos County, TX
|
November 2016
|
20 years
|
Sandhills
|
146
|
Taylor County, GA
|
October 2016
|
25 years
|
(a)
|
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.
|
(b)
|
The facility has a total of
299
MWs, of which
110
MWs were placed in service in the fourth quarter 2015 and
189
MWs were placed in service during the nine months ended
September 30, 2016
.
|
|
Short-term Debt During the Period
(*)
|
|||||||||
|
Average Amount Outstanding
|
|
Weighted Average Interest Rate
|
|
Maximum
Amount
Outstanding
|
|||||
|
(in millions)
|
|
|
|
(in millions)
|
|||||
Commercial paper
|
$
|
10
|
|
|
0.9
|
%
|
|
$
|
62
|
|
(*)
|
Average and maximum amounts are based upon daily balances during the
three
-month period ended
September 30, 2016
. No short-term debt was outstanding at
September 30, 2016
.
|
Project
|
|
Maturity Date
|
|
Construction Loan Facility
|
|
Bridge Loan Facility
|
|
Total Loan Facility
|
|
Loan Facility Undrawn
|
|
Letter of Credit Facility
|
|
Letter of Credit Facility Undrawn
|
||||||||||||
|
|
|
|
(in millions)
|
||||||||||||||||||||||
Garland
|
|
Earlier of PPA COD or November 30, 2016
|
|
$
|
86
|
|
|
$
|
308
|
|
|
$
|
394
|
|
|
$
|
21
|
|
|
$
|
49
|
|
|
$
|
23
|
|
Roserock
|
|
Earlier of PPA COD or November 30, 2016
(*)
|
|
63
|
|
|
180
|
|
|
243
|
|
|
34
|
|
|
23
|
|
|
16
|
|
||||||
Tranquillity
|
|
October 14, 2016
|
|
86
|
|
|
172
|
|
|
258
|
|
|
12
|
|
|
77
|
|
|
26
|
|
||||||
Total
|
|
|
|
$
|
235
|
|
|
$
|
660
|
|
|
$
|
895
|
|
|
$
|
67
|
|
|
$
|
149
|
|
|
$
|
65
|
|
(*)
|
Subsequent to September 30, 2016, Roserock extended the maturity date of its Project Credit Facility to December 31, 2016.
|
Credit Ratings
|
Maximum Potential
Collateral Requirements |
||
|
(in millions)
|
||
At BBB and/or Baa2
|
$
|
30
|
|
At BBB- and/or Baa3
|
$
|
385
|
|
Below BBB- and/or Baa3
|
$
|
1,104
|
|
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
|
|
Southern Company
|
|
Alabama Power
|
|
Georgia Power
|
|
Gulf
Power
|
|
Mississippi Power
|
|
Southern Power
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Balance at beginning of year
|
$
|
3,759
|
|
|
$
|
1,448
|
|
|
$
|
1,916
|
|
|
$
|
130
|
|
|
$
|
177
|
|
|
$
|
21
|
|
Liabilities incurred
|
41
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
18
|
|
||||||
Liabilities settled
|
(117
|
)
|
|
(12
|
)
|
|
(93
|
)
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
||||||
Accretion
|
119
|
|
|
55
|
|
|
56
|
|
|
2
|
|
|
3
|
|
|
1
|
|
||||||
Cash flow revisions
|
712
|
|
|
31
|
|
|
675
|
|
|
2
|
|
|
7
|
|
|
—
|
|
||||||
Balance at end of period
|
$
|
4,514
|
|
|
$
|
1,527
|
|
|
$
|
2,554
|
|
|
$
|
134
|
|
|
$
|
190
|
|
|
$
|
40
|
|
|
As of September 30, 2016
|
||
|
(in millions)
|
||
Southern Company
|
$
|
6,223
|
|
Southern Power
|
$
|
2
|
|
|
|
As of September 30, 2016
|
||||||||
|
Estimated Useful Life
|
Gross Carrying Amount
|
Accumulated Amortization
|
Other
Intangible Assets, Net
|
||||||
|
|
(in millions)
|
||||||||
Southern Company
|
|
|
|
|
||||||
Other intangible assets subject to amortization:
|
|
|
|
|
||||||
Customer relationships
|
11-26 years
|
$
|
268
|
|
$
|
(16
|
)
|
$
|
252
|
|
Trade names
|
5-28 years
|
158
|
|
(3
|
)
|
155
|
|
|||
Patents
|
3-10 years
|
4
|
|
—
|
|
4
|
|
|||
Backlog
|
5 years
|
5
|
|
—
|
|
5
|
|
|||
Storage and transportation contracts
|
1-5 years
|
64
|
|
(4
|
)
|
60
|
|
|||
Software and other
|
1-12 years
|
2
|
|
—
|
|
2
|
|
|||
PPA fair value adjustments
|
19-20 years
|
405
|
|
(16
|
)
|
389
|
|
|||
Total other intangible assets subject to amortization
|
|
$
|
906
|
|
$
|
(39
|
)
|
$
|
867
|
|
Other intangible assets not subject to amortization:
|
|
|
|
|
||||||
Federal Communications Commission licenses
|
|
$
|
75
|
|
$
|
—
|
|
$
|
75
|
|
Total other intangible assets
|
|
$
|
981
|
|
$
|
(39
|
)
|
$
|
942
|
|
|
|
|
|
|
||||||
Southern Power
|
|
|
|
|
||||||
Other intangible assets subject to amortization:
|
|
|
|
|
||||||
PPA fair value adjustments
|
19-20 years
|
$
|
405
|
|
$
|
(16
|
)
|
$
|
389
|
|
|
Three Months Ended
|
Nine Months Ended
|
||||
|
September 30, 2016
|
|||||
|
(in millions)
|
|||||
Southern Company
|
$
|
25
|
|
$
|
27
|
|
Southern Power
|
$
|
2
|
|
$
|
4
|
|
(B)
|
CONTINGENCIES AND REGULATORY MATTERS
|
Regulatory Clause
|
Balance Sheet Line Item
|
September 30,
2016 |
December 31, 2015
|
||||
|
|
(in millions)
|
|||||
Rate CNP Compliance
|
Under recovered regulatory clause revenues
|
$
|
—
|
|
$
|
43
|
|
|
Deferred over recovered regulatory clause revenues
|
23
|
|
—
|
|
||
Rate CNP PPA
|
Under recovered regulatory clause revenues
|
52
|
|
99
|
|
||
|
Deferred under recovered regulatory clause revenues
|
87
|
|
—
|
|
||
Retail Energy Cost Recovery
|
Other regulatory liabilities, current
|
—
|
|
238
|
|
||
|
Deferred over recovered regulatory clause revenues
|
134
|
|
—
|
|
||
Natural Disaster Reserve
|
Other regulatory liabilities, deferred
|
71
|
|
75
|
|
Regulatory Clause
|
Balance Sheet Line Item
|
September 30,
2016 |
December 31, 2015
|
||||
|
|
(in millions)
|
|||||
Fuel Cost Recovery
|
Other regulatory liabilities, current
|
$
|
20
|
|
$
|
18
|
|
Purchased Power Capacity Recovery
|
Other regulatory liabilities, current
|
3
|
|
—
|
|
||
Purchased Power Capacity Recovery
|
Under recovered regulatory clause revenues
|
—
|
|
1
|
|
||
Environmental Cost Recovery
|
Other regulatory liabilities, current
|
5
|
|
—
|
|
||
Environmental Cost Recovery
|
Under recovered regulatory clause revenues
|
—
|
|
19
|
|
||
Energy Conservation Cost Recovery
|
Other regulatory liabilities, current
|
—
|
|
4
|
|
||
Energy Conservation Cost Recovery
|
Under recovered regulatory clause revenues
|
2
|
|
—
|
|
Cost Category
|
2010 Project Estimate
(a)
|
|
Current Cost Estimate
(b)
|
|
Actual Costs
|
||||||
|
(in billions)
|
||||||||||
Plant Subject to Cost Cap
(c)(e)
|
$
|
2.40
|
|
|
$
|
5.52
|
|
|
$
|
5.30
|
|
Lignite Mine and Equipment
|
0.21
|
|
|
0.23
|
|
|
0.23
|
|
|||
CO
2
Pipeline Facilities
|
0.14
|
|
|
0.11
|
|
|
0.11
|
|
|||
AFUDC
(d)
|
0.17
|
|
|
0.75
|
|
|
0.71
|
|
|||
Combined Cycle and Related Assets Placed in
Service – Incremental (e) |
—
|
|
|
0.04
|
|
|
0.03
|
|
|||
General Exceptions
|
0.05
|
|
|
0.10
|
|
|
0.09
|
|
|||
Deferred Costs
(e)
|
—
|
|
|
0.21
|
|
|
0.20
|
|
|||
Additional DOE Grants
(f)
|
—
|
|
|
(0.14
|
)
|
|
(0.14
|
)
|
|||
Total Kemper IGCC
|
$
|
2.97
|
|
|
$
|
6.82
|
|
|
$
|
6.53
|
|
(a)
|
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, as well as the lignite mine and equipment, AFUDC, and general exceptions.
|
(b)
|
Amounts in the Current Cost Estimate include certain estimated post-in-service costs which are expected to be subject to the cost cap.
|
(c)
|
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 (e) for additional information.
|
(d)
|
Mississippi Power's 2010 Project Estimate included recovery of financing costs during construction rather than the accrual of AFUDC. This approach was not approved by the Mississippi PSC as described in "
Rate Recovery of Kemper IGCC Costs
–
2013 MPSC Rate Order
." The Current Cost Estimate also 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.
|
(e)
|
Non-capital Kemper IGCC-related costs incurred during construction were initially deferred as regulatory assets. Some of these costs are now included in rates and are being recognized through income; however, such costs continue to be included in the Current Cost Estimate and the Actual Costs at
September 30, 2016
. The wholesale portion of debt carrying costs, whether deferred or recognized through income, is not included in the Current Cost Estimate and the Actual Costs at
September 30, 2016
. See "
Rate Recovery of Kemper IGCC Costs
–
Regulatory Assets and Liabilities
" herein for additional information.
|
(f)
|
On April 8, 2016, Mississippi Power received approximately
$137 million
in additional grants from the DOE for the Kemper IGCC (Additional DOE Grants), which are expected to be used to reduce future rate impacts for customers.
|
(C)
|
FAIR VALUE MEASUREMENTS
|
|
Fair Value Measurements Using
|
|
|
||||||||||||||||
As of September 30, 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
(a)
|
$
|
203
|
|
|
$
|
190
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
393
|
|
Interest rate derivatives
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||
Foreign currency derivatives
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|||||
Nuclear decommissioning trusts
(b)
|
660
|
|
|
938
|
|
|
—
|
|
|
18
|
|
|
1,616
|
|
|||||
Cash equivalents
|
1,680
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,680
|
|
|||||
Other investments
|
9
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
10
|
|
|||||
Total
|
$
|
2,552
|
|
|
$
|
1,170
|
|
|
$
|
1
|
|
|
$
|
18
|
|
|
$
|
3,741
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy-related derivatives
|
$
|
267
|
|
|
$
|
274
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
541
|
|
Interest rate derivatives
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Foreign currency derivatives
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||
Contingent consideration
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
|||||
Total
|
$
|
267
|
|
|
$
|
305
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
590
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Alabama Power
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy-related derivatives
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
Nuclear decommissioning trusts
(c)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Domestic equity
|
373
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
445
|
|
|||||
Foreign equity
|
49
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
98
|
|
|||||
U.S. Treasury and government agency securities
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|||||
Corporate bonds
|
22
|
|
|
148
|
|
|
—
|
|
|
—
|
|
|
170
|
|
|||||
Mortgage and asset backed securities
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|||||
Private Equity
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
18
|
|
|||||
Other
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Cash equivalents
|
410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
410
|
|
|||||
Total
|
$
|
854
|
|
|
$
|
327
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
1,199
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy-related derivatives
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
Fair Value Measurements Using
|
|
|
||||||||||||||||
As of September 30, 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
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
Interest rate derivatives
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Nuclear decommissioning trusts
(c) (d)
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic equity
|
197
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
198
|
|
|||||
Foreign equity
|
—
|
|
|
125
|
|
|
—
|
|
|
|
|
|
125
|
|
|||||
U.S. Treasury and government agency securities
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|||||
Municipal bonds
|
—
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|||||
Corporate bonds
|
—
|
|
|
172
|
|
|
—
|
|
|
—
|
|
|
172
|
|
|||||
Mortgage and asset backed securities
|
—
|
|
|
149
|
|
|
—
|
|
|
—
|
|
|
149
|
|
|||||
Other
|
19
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|||||
Cash equivalents
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|||||
Total
|
$
|
248
|
|
|
$
|
644
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
892
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy-related derivatives
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gulf Power
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy-related derivatives
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Cash equivalents
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||
Total
|
$
|
20
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy-related derivatives
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51
|
|
Interest rate derivatives
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||
Total
|
$
|
—
|
|
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
57
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mississippi Power
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy-related derivatives
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Cash equivalents
|
137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137
|
|
|||||
Total
|
$
|
137
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
138
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy-related derivatives
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21
|
|
Interest rate derivatives
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Total
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
|
|
||||||||||||||||
As of September 30, 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 Power
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy-related derivatives
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Foreign currency derivatives
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|||||
Cash equivalents
|
647
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
647
|
|
|||||
Total
|
$
|
647
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
673
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy-related derivatives
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Foreign currency derivatives
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||
Contingent consideration
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
|||||
Total
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
45
|
|
(a)
|
Excludes
$7 million
associated with certain weather derivatives accounted for based on intrinsic value rather than fair value.
|
(b)
|
For additional detail, see the nuclear decommissioning trusts sections for Alabama Power and Georgia Power in this table.
|
(c)
|
Excludes receivables related to investment income, pending investment sales, payables related to pending investment purchases, and currencies.
|
(d)
|
Includes the investment securities pledged to creditors and collateral received and excludes payables related to the securities lending program. As of
September 30, 2016
, approximately
$42 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 September 30, 2016:
|
Fair
Value
|
|
Unfunded
Commitments
|
|
Redemption
Frequency
|
|
Redemption
Notice Period
|
||||
|
(in millions)
|
|
|
|
|
||||||
Southern Company
|
$
|
18
|
|
|
$
|
27
|
|
|
Not Applicable
|
|
Not Applicable
|
Alabama Power
|
$
|
18
|
|
|
$
|
27
|
|
|
Not Applicable
|
|
Not Applicable
|
|
Carrying
Amount
|
|
Fair
Value
|
||||
|
(in millions)
|
||||||
Long-term debt, including securities due within one year:
|
|
|
|
||||
Southern Company
|
$
|
43,668
|
|
|
$
|
47,227
|
|
Alabama Power
|
$
|
7,091
|
|
|
$
|
7,961
|
|
Georgia Power
|
$
|
10,398
|
|
|
$
|
11,582
|
|
Gulf Power
|
$
|
1,184
|
|
|
$
|
1,267
|
|
Mississippi Power
|
$
|
2,981
|
|
|
$
|
2,967
|
|
Southern Power
|
$
|
4,608
|
|
|
$
|
4,821
|
|
(D)
|
STOCKHOLDERS' EQUITY
|
|
Three Months Ended September 30, 2016
|
|
Three Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2016
|
|
Nine Months Ended September 30, 2015
|
||||
|
(in millions)
|
||||||||||
As reported shares
|
968
|
|
|
910
|
|
|
940
|
|
|
910
|
|
Effect of options and performance share award units
|
7
|
|
|
2
|
|
|
5
|
|
|
3
|
|
Diluted shares
|
975
|
|
|
912
|
|
|
945
|
|
|
913
|
|
|
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
|
—
|
|
—
|
|
|
2,226
|
|
—
|
|
—
|
|
|
2,226
|
|
||||
Other comprehensive income (loss)
|
—
|
|
—
|
|
|
(95
|
)
|
—
|
|
—
|
|
|
(95
|
)
|
||||
Stock issued
|
65,725
|
|
2,599
|
|
|
3,265
|
|
—
|
|
—
|
|
|
3,265
|
|
||||
Stock-based compensation
|
—
|
|
—
|
|
|
119
|
|
—
|
|
—
|
|
|
119
|
|
||||
Cash dividends on common stock
|
—
|
|
—
|
|
|
(1,553
|
)
|
—
|
|
—
|
|
|
(1,553
|
)
|
||||
Contributions from noncontrolling interests
|
—
|
|
—
|
|
|
—
|
|
—
|
|
357
|
|
|
357
|
|
||||
Distributions to noncontrolling interests
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(21
|
)
|
|
(21
|
)
|
||||
Purchase of membership interests from noncontrolling interests
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(129
|
)
|
|
(129
|
)
|
||||
Net income attributable to noncontrolling interests
|
—
|
|
—
|
|
|
—
|
|
—
|
|
36
|
|
|
36
|
|
||||
Other
|
—
|
|
(46
|
)
|
|
(7
|
)
|
—
|
|
—
|
|
|
(7
|
)
|
||||
Balance at September 30, 2016
|
980,798
|
|
(799
|
)
|
|
$
|
24,547
|
|
$
|
609
|
|
$
|
1,024
|
|
|
$
|
26,180
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2014
|
908,502
|
|
(725
|
)
|
|
$
|
19,949
|
|
$
|
756
|
|
$
|
221
|
|
|
$
|
20,926
|
|
Consolidated net income attributable to Southern Company
|
—
|
|
—
|
|
|
2,096
|
|
—
|
|
—
|
|
|
2,096
|
|
||||
Other comprehensive income (loss)
|
—
|
|
—
|
|
|
(7
|
)
|
—
|
|
—
|
|
|
(7
|
)
|
||||
Stock issued
|
3,769
|
|
—
|
|
|
136
|
|
—
|
|
—
|
|
|
136
|
|
||||
Stock-based compensation
|
—
|
|
—
|
|
|
78
|
|
—
|
|
—
|
|
|
78
|
|
||||
Stock repurchased, at cost
|
—
|
|
(2,599
|
)
|
|
(115
|
)
|
—
|
|
—
|
|
|
(115
|
)
|
||||
Cash dividends on common stock
|
—
|
|
—
|
|
|
(1,465
|
)
|
—
|
|
—
|
|
|
(1,465
|
)
|
||||
Preference stock redemption
|
—
|
|
—
|
|
|
—
|
|
(150
|
)
|
—
|
|
|
(150
|
)
|
||||
Contributions from noncontrolling interests
|
—
|
|
—
|
|
|
—
|
|
—
|
|
429
|
|
|
429
|
|
||||
Distributions to noncontrolling interests
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(13
|
)
|
|
(13
|
)
|
||||
Net income attributable to noncontrolling interests
|
—
|
|
—
|
|
|
—
|
|
—
|
|
13
|
|
|
13
|
|
||||
Other
|
—
|
|
(8
|
)
|
|
(8
|
)
|
3
|
|
—
|
|
|
(5
|
)
|
||||
Balance at September 30, 2015
|
912,271
|
|
(3,332
|
)
|
|
$
|
20,664
|
|
$
|
609
|
|
$
|
650
|
|
|
$
|
21,923
|
|
(*)
|
Primarily related to Southern Power Company and excludes redeemable noncontrolling interests. See Note 10 to the financial statements of Southern Power in Item 8 of the Form 10-K for additional information.
|
(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)
|
|
(in millions)
|
|||||||||||||||||||||||||||||
Southern Company
(a)
|
$
|
—
|
|
$
|
—
|
|
$
|
1,000
|
|
$
|
1,250
|
|
|
$
|
2,250
|
|
|
$
|
2,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Alabama Power
|
—
|
|
35
|
|
500
|
|
800
|
|
|
1,335
|
|
|
1,335
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
||||||||||
Georgia Power
|
—
|
|
—
|
|
—
|
|
1,750
|
|
|
1,750
|
|
|
1,732
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Gulf Power
|
50
|
|
65
|
|
165
|
|
—
|
|
|
280
|
|
|
280
|
|
|
45
|
|
|
—
|
|
|
45
|
|
|
70
|
|
||||||||||
Mississippi Power
|
100
|
|
75
|
|
—
|
|
—
|
|
|
175
|
|
|
150
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|
160
|
|
||||||||||
Southern Power Company
(b)
|
—
|
|
—
|
|
—
|
|
600
|
|
|
600
|
|
|
532
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Southern Company Gas
(c)
|
—
|
|
75
|
|
1,925
|
|
—
|
|
|
2,000
|
|
|
1,947
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Other
|
—
|
|
55
|
|
—
|
|
—
|
|
|
55
|
|
|
55
|
|
|
20
|
|
|
—
|
|
|
20
|
|
|
35
|
|
||||||||||
Southern Company Consolidated
|
$
|
150
|
|
$
|
305
|
|
$
|
3,590
|
|
$
|
4,400
|
|
|
$
|
8,445
|
|
|
$
|
8,281
|
|
|
$
|
65
|
|
|
$
|
15
|
|
|
$
|
80
|
|
|
$
|
300
|
|
(a)
|
Represents the Southern Company parent entity.
|
(b)
|
Excluding its subsidiaries. See "
Southern Power Project Credit Facilities
" below and Note (I) under "
Southern Power
" for additional information.
|
(c)
|
Southern Company Gas guarantees the obligations of Southern Company Gas Capital, which is the borrower of
$1.3 billion
of these arrangements. Southern Company Gas' committed credit arrangements also include
$700 million
restricted for working capital needs of Nicor Gas.
|
Project
|
|
Maturity Date
|
|
Construction Loan Facility
|
|
Bridge Loan Facility
|
|
Total Loan Facility
|
|
Loan Facility Undrawn
|
|
Letter of Credit Facility
|
|
Letter of Credit Facility Undrawn
|
||||||||||||
|
|
|
|
(in millions)
|
||||||||||||||||||||||
Garland
|
|
Earlier of PPA COD or November 30, 2016
|
|
$
|
86
|
|
|
$
|
308
|
|
|
$
|
394
|
|
|
$
|
21
|
|
|
$
|
49
|
|
|
$
|
23
|
|
Roserock
|
|
Earlier of PPA COD or November 30, 2016
(*)
|
|
63
|
|
|
180
|
|
|
243
|
|
|
34
|
|
|
23
|
|
|
16
|
|
||||||
Tranquillity
|
|
October 14, 2016
|
|
86
|
|
|
172
|
|
|
258
|
|
|
12
|
|
|
77
|
|
|
26
|
|
||||||
Total
|
|
|
|
$
|
235
|
|
|
$
|
660
|
|
|
$
|
895
|
|
|
$
|
67
|
|
|
$
|
149
|
|
|
$
|
65
|
|
(*)
|
Subsequent to September 30, 2016, Roserock extended the maturity date of its Project Credit Facility to December 31, 2016.
|
Company
|
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
(a)
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Southern Company
(b)
|
$
|
8,500
|
|
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
800
|
|
|
$
|
—
|
|
Alabama Power
|
400
|
|
|
200
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|||||
Georgia Power
|
650
|
|
|
700
|
|
|
4
|
|
|
300
|
|
|
5
|
|
|||||
Gulf Power
|
—
|
|
|
125
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|||||
Mississippi Power
|
—
|
|
|
—
|
|
|
—
|
|
|
1,100
|
|
|
652
|
|
|||||
Southern Power
|
1,531
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
84
|
|
|||||
Southern Company Gas
(c)
|
900
|
|
|
300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|||||
Elimination
(d)
|
—
|
|
|
—
|
|
|
—
|
|
|
(200
|
)
|
|
(225
|
)
|
|||||
Southern Company Consolidated
|
$
|
11,981
|
|
|
$
|
1,825
|
|
|
$
|
4
|
|
|
$
|
2,110
|
|
|
$
|
576
|
|
(a)
|
Includes reductions in capital lease obligations resulting from cash payments under capital leases.
|
(b)
|
Represents the Southern Company parent entity.
|
(c)
|
Reflects only long-term debt financing activities occurring subsequent to completion of the Merger. The senior notes were issued by Southern Company Gas Capital and guaranteed by Southern Company Gas.
|
(d)
|
Intercompany loans from Southern Company to Mississippi Power eliminated in Southern Company's Consolidated Financial Statements.
|
•
|
$0.5 billion
of
1.55%
Senior Notes due July 1, 2018;
|
•
|
$1.0 billion
of
1.85%
Senior Notes due July 1, 2019;
|
•
|
$1.5 billion
of
2.35%
Senior Notes due July 1, 2021;
|
•
|
$1.25 billion
of
2.95%
Senior Notes due July 1, 2023;
|
•
|
$1.75 billion
of
3.25%
Senior Notes due July 1, 2026;
|
•
|
$0.5 billion
of
4.25%
Senior Notes due July 1, 2036; and
|
•
|
$2.0 billion
of
4.40%
Senior Notes due July 1, 2046.
|
(F)
|
RETIREMENT BENEFITS
|
Pension Plans
|
Southern
Company
|
|
Alabama
Power
|
|
Georgia
Power
|
|
Gulf
Power
|
|
Mississippi
Power
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Three Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Service cost
|
$
|
68
|
|
|
$
|
14
|
|
|
$
|
17
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Interest cost
|
110
|
|
|
23
|
|
|
34
|
|
|
5
|
|
|
4
|
|
|||||
Expected return on plan assets
|
(203
|
)
|
|
(46
|
)
|
|
(64
|
)
|
|
(9
|
)
|
|
(9
|
)
|
|||||
Amortization:
|
|
|
|
|
|
|
|
|
|
||||||||||
Prior service costs
|
3
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Net (gain)/loss
|
45
|
|
|
10
|
|
|
14
|
|
|
2
|
|
|
2
|
|
|||||
Net periodic pension cost
|
$
|
23
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Nine Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Service cost
|
$
|
192
|
|
|
$
|
43
|
|
|
$
|
52
|
|
|
$
|
9
|
|
|
$
|
9
|
|
Interest cost
|
311
|
|
|
71
|
|
|
102
|
|
|
14
|
|
|
14
|
|
|||||
Expected return on plan assets
|
(577
|
)
|
|
(138
|
)
|
|
(193
|
)
|
|
(26
|
)
|
|
(26
|
)
|
|||||
Amortization:
|
|
|
|
|
|
|
|
|
|
||||||||||
Prior service costs
|
10
|
|
|
2
|
|
|
4
|
|
|
1
|
|
|
1
|
|
|||||
Net (gain)/loss
|
120
|
|
|
30
|
|
|
41
|
|
|
5
|
|
|
5
|
|
|||||
Net periodic pension cost
|
$
|
56
|
|
|
$
|
8
|
|
|
$
|
6
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Three Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Service cost
|
$
|
65
|
|
|
$
|
14
|
|
|
$
|
18
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Interest cost
|
111
|
|
|
26
|
|
|
38
|
|
|
5
|
|
|
5
|
|
|||||
Expected return on plan assets
|
(181
|
)
|
|
(44
|
)
|
|
(62
|
)
|
|
(8
|
)
|
|
(8
|
)
|
|||||
Amortization:
|
|
|
|
|
|
|
|
|
|
||||||||||
Prior service costs
|
6
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|||||
Net (gain)/loss
|
53
|
|
|
14
|
|
|
19
|
|
|
2
|
|
|
3
|
|
|||||
Net periodic pension cost
|
$
|
54
|
|
|
$
|
12
|
|
|
$
|
15
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Nine Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Service cost
|
$
|
193
|
|
|
$
|
44
|
|
|
$
|
54
|
|
|
$
|
9
|
|
|
$
|
9
|
|
Interest cost
|
333
|
|
|
79
|
|
|
115
|
|
|
15
|
|
|
16
|
|
|||||
Expected return on plan assets
|
(543
|
)
|
|
(133
|
)
|
|
(188
|
)
|
|
(24
|
)
|
|
(25
|
)
|
|||||
Amortization:
|
|
|
|
|
|
|
|
|
|
||||||||||
Prior service costs
|
19
|
|
|
5
|
|
|
7
|
|
|
1
|
|
|
1
|
|
|||||
Net (gain)/loss
|
161
|
|
|
41
|
|
|
57
|
|
|
7
|
|
|
8
|
|
|||||
Net periodic pension cost
|
$
|
163
|
|
|
$
|
36
|
|
|
$
|
45
|
|
|
$
|
8
|
|
|
$
|
9
|
|
Postretirement Benefits
|
Southern
Company
|
|
Alabama
Power
|
|
Georgia
Power
|
|
Gulf
Power
|
|
Mississippi
Power
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Three Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Service cost
|
$
|
6
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
20
|
|
|
5
|
|
|
7
|
|
|
1
|
|
|
—
|
|
|||||
Expected return on plan assets
|
(16
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|||||
Amortization:
|
|
|
|
|
|
|
|
|
|
||||||||||
Prior service costs
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net (gain)/loss
|
5
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
1
|
|
|||||
Net periodic postretirement benefit cost
|
$
|
16
|
|
|
$
|
1
|
|
|
$
|
6
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Nine Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Service cost
|
$
|
17
|
|
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
55
|
|
|
14
|
|
|
22
|
|
|
2
|
|
|
2
|
|
|||||
Expected return on plan assets
|
(44
|
)
|
|
(19
|
)
|
|
(17
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Amortization:
|
|
|
|
|
|
|
|
|
|
||||||||||
Prior service costs
|
4
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
Net (gain)/loss
|
12
|
|
|
1
|
|
|
7
|
|
|
—
|
|
|
1
|
|
|||||
Net periodic postretirement benefit cost
|
$
|
44
|
|
|
$
|
3
|
|
|
$
|
18
|
|
|
$
|
2
|
|
|
$
|
3
|
|
Three Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Service cost
|
$
|
6
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Interest cost
|
20
|
|
|
5
|
|
|
9
|
|
|
—
|
|
|
1
|
|
|||||
Expected return on plan assets
|
(15
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|||||
Amortization:
|
|
|
|
|
|
|
|
|
|
||||||||||
Prior service costs
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net (gain)/loss
|
4
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
Net periodic postretirement benefit cost
|
$
|
16
|
|
|
$
|
2
|
|
|
$
|
7
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Nine Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Service cost
|
$
|
17
|
|
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
59
|
|
|
15
|
|
|
26
|
|
|
2
|
|
|
3
|
|
|||||
Expected return on plan assets
|
(44
|
)
|
|
(19
|
)
|
|
(18
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Amortization:
|
|
|
|
|
|
|
|
|
|
||||||||||
Prior service costs
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net (gain)/loss
|
13
|
|
|
1
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|||||
Net periodic postretirement benefit cost
|
$
|
48
|
|
|
$
|
4
|
|
|
$
|
21
|
|
|
$
|
2
|
|
|
$
|
3
|
|
(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
|
—
|
|
|
12
|
|
|
12
|
|
|||
Tax positions from prior periods
|
18
|
|
|
(1
|
)
|
|
13
|
|
|||
Balance as of September 30, 2016
|
$
|
439
|
|
|
$
|
19
|
|
|
$
|
458
|
|
|
As of September 30, 2016
|
|
As of December 31, 2015
|
||||||||||||
|
Mississippi Power
|
|
Southern Power
|
|
Southern Company
|
|
Southern Company
|
||||||||
|
(in millions)
|
||||||||||||||
Tax positions impacting the effective tax rate
|
$
|
1
|
|
|
$
|
19
|
|
|
$
|
20
|
|
|
$
|
10
|
|
Tax positions not impacting the effective tax rate
|
438
|
|
|
—
|
|
|
438
|
|
|
423
|
|
||||
Balance of unrecognized tax benefits
|
$
|
439
|
|
|
$
|
19
|
|
|
$
|
458
|
|
|
$
|
433
|
|
(H)
|
DERIVATIVES
|
•
|
Regulatory Hedges
— Energy-related derivative contracts which are designated as regulatory hedges relate primarily to the traditional electric operating companies' and Southern Company Gas' 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
(*)
|
540
|
|
2020
|
|
2022
|
Alabama Power
|
75
|
|
2020
|
|
—
|
Georgia Power
|
148
|
|
2020
|
|
—
|
Gulf Power
|
57
|
|
2020
|
|
—
|
Mississippi Power
|
37
|
|
2020
|
|
—
|
Southern Power
|
9
|
|
2017
|
|
2016
|
(*)
|
Southern Company Gas' derivative instruments are comprised of both long and short natural gas positions. A long position is a contract to purchase natural gas and a short position is a contract to sell natural gas. Southern Company Gas' volume represents the net of long natural gas positions of
3.2 billion
mmBtu and short natural gas positions of
2.9 billion
mmBtu as of September 30, 2016.
|
|
Notional
Amount
|
|
Interest
Rate
Received
|
Weighted
Average
Interest
Rate Paid
|
Hedge
Maturity
Date
|
|
Fair Value
Gain (Loss) at September 30, 2016 |
||||
|
(in millions)
|
|
|
|
|
|
(in millions)
|
||||
Cash Flow Hedges of Forecasted Debt
|
|
|
|
|
|
|
|||||
Gulf Power
|
$
|
80
|
|
|
3-month
LIBOR |
2.32%
|
December 2026
|
|
$
|
(6
|
)
|
Cash Flow Hedges of Existing Debt
|
|
|
|
|
|
|
|||||
Mississippi Power
|
900
|
|
|
1-month
LIBOR |
0.79%
|
March 2018
|
|
(1
|
)
|
||
Fair Value Hedges of Existing Debt
|
|
|
|
|
|
|
|||||
Southern Company
(a)
|
250
|
|
|
1.30%
|
3-month
LIBOR + 0.17% |
August 2017
|
|
1
|
|
||
Southern Company
(a)
|
300
|
|
|
2.75%
|
3-month
LIBOR + 0.92% |
June 2020
|
|
9
|
|
||
Georgia Power
|
250
|
|
|
5.40%
|
3-month
LIBOR + 4.02% |
June 2018
|
|
2
|
|
||
Georgia Power
|
200
|
|
|
4.25%
|
3-month
LIBOR + 2.46% |
December 2019
|
|
5
|
|
||
Georgia Power
|
500
|
|
|
1.95%
|
3-month
LIBOR + 0.76% |
December 2018
|
|
2
|
|
||
Derivatives not Designated as Hedges
|
|
|
|
|
|
|
|||||
Southern Power
|
65
|
|
(b)(e)
|
3-month
LIBOR |
2.50%
|
October 2016
|
(f)
|
—
|
|
||
Southern Power
|
47
|
|
(c)(e)
|
3-month
LIBOR |
2.21%
|
October 2016
|
(f)
|
—
|
|
||
Southern Power
|
65
|
|
(d)(e)
|
3-month
LIBOR |
2.21%
|
November 2016
|
(g)
|
—
|
|
||
Southern Company Consolidated
|
$
|
2,657
|
|
|
|
|
|
|
$
|
12
|
|
(a)
|
Represents the Southern Company parent entity.
|
(b)
|
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.
|
(c)
|
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. Subsequent to September 30, 2016, Roserock extended the maturity date of its swaption to December 31, 2016.
|
(d)
|
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.
|
(e)
|
Amortizing notional amount.
|
(f)
|
Represents the mandatory settlement date. Settlement will be based on a
15
-year amortizing swap.
|
(g)
|
Represents the mandatory settlement date. Settlement will be based on a
12
-year amortizing swap.
|
|
As of September 30, 2016
|
|||||
Derivative Category and Balance Sheet Location
|
Assets
|
Liabilities
|
||||
|
(in millions)
|
|||||
Southern Company
|
|
|
||||
Derivatives designated as hedging instruments for regulatory purposes
|
|
|
||||
Energy-related derivatives:
|
|
|
||||
Other current assets/Liabilities from risk management activities, net of collateral
|
$
|
20
|
|
$
|
(62
|
)
|
Other deferred charges and assets/Other deferred credits and liabilities
|
13
|
|
(53
|
)
|
||
Total derivatives designated as hedging instruments for regulatory purposes
|
$
|
33
|
|
$
|
(115
|
)
|
Derivatives designated as hedging instruments in cash flow and fair value hedges
|
|
|
||||
Energy-related derivatives:
|
|
|
||||
Other current assets/Liabilities from risk management activities, net of collateral
|
$
|
4
|
|
$
|
(6
|
)
|
Other deferred charges and assets/Other deferred credits and liabilities
|
—
|
|
(1
|
)
|
|
As of September 30, 2016
|
|||||
Derivative Category and Balance Sheet Location
|
Assets
|
Liabilities
|
||||
|
(in millions)
|
|||||
Interest rate derivatives:
|
|
|
||||
Other current assets/Liabilities from risk management activities, net of collateral
|
$
|
8
|
|
$
|
(7
|
)
|
Other deferred charges and assets/Other deferred credits and liabilities
|
11
|
|
—
|
|
||
Foreign currency derivatives:
|
|
|
||||
Other current assets/Liabilities from risk management activities, net of collateral
|
$
|
—
|
|
$
|
(24
|
)
|
Other deferred charges and assets/Other deferred credits and liabilities
|
23
|
|
—
|
|
||
Total derivatives designated as hedging instruments in cash flow and fair value hedges
|
$
|
46
|
|
$
|
(38
|
)
|
Derivatives not designated as hedging instruments
|
|
|
||||
Energy-related derivatives:
|
|
|
||||
Other current assets/Liabilities from risk management activities, net of collateral
|
$
|
305
|
|
$
|
(345
|
)
|
Other deferred charges and assets/Other deferred credits and liabilities
|
58
|
|
(74
|
)
|
||
Total derivatives not designated as hedging instruments
|
$
|
363
|
|
$
|
(419
|
)
|
Gross amounts of recognized assets and liabilities
|
$
|
442
|
|
$
|
(572
|
)
|
Gross amounts offset in the Balance Sheet
(*)
|
$
|
(283
|
)
|
$
|
394
|
|
Net amounts of assets and liabilities presented in the Balance Sheet
|
$
|
159
|
|
$
|
(178
|
)
|
|
|
|
||||
Alabama Power
|
|
|
||||
Derivatives designated as hedging instruments for regulatory purposes
|
|
|
||||
Energy-related derivatives:
|
|
|
||||
Other current assets/Liabilities from risk management activities
|
$
|
4
|
|
$
|
(14
|
)
|
Other deferred charges and assets/Other deferred credits and liabilities
|
4
|
|
(7
|
)
|
||
Total derivatives designated as hedging instruments for regulatory purposes
|
$
|
8
|
|
$
|
(21
|
)
|
Gross amounts of recognized assets and liabilities
|
$
|
8
|
|
$
|
(21
|
)
|
Gross amounts offset in the Balance Sheet
(*)
|
$
|
(7
|
)
|
$
|
7
|
|
Net amounts of assets and liabilities presented in the Balance Sheet
|
$
|
1
|
|
$
|
(14
|
)
|
|
|
|
||||
Georgia Power
|
|
|
||||
Derivatives designated as hedging instruments for regulatory purposes
|
|
|
||||
Energy-related derivatives:
|
|
|
||||
Other current assets/Other current liabilities
|
$
|
7
|
|
$
|
(5
|
)
|
Other deferred charges and assets/Other deferred credits and liabilities
|
8
|
|
(11
|
)
|
||
Total derivatives designated as hedging instruments for regulatory purposes
|
$
|
15
|
|
$
|
(16
|
)
|
Derivatives designated as hedging instruments in cash flow and fair value hedges
|
|
|
||||
Interest rate derivatives:
|
|
|
||||
Other current assets/Other current liabilities
|
$
|
5
|
|
$
|
—
|
|
Other deferred charges and assets/Other deferred credits and liabilities
|
5
|
|
—
|
|
||
Total derivatives designated as hedging instruments in cash flow and fair value hedges
|
$
|
10
|
|
$
|
—
|
|
Gross amounts of recognized assets and liabilities
|
$
|
25
|
|
$
|
(16
|
)
|
Gross amounts offset in the Balance Sheet
(*)
|
$
|
(11
|
)
|
$
|
11
|
|
Net amounts of assets and liabilities presented in the Balance Sheet
|
$
|
14
|
|
$
|
(5
|
)
|
|
|
|
|
As of September 30, 2016
|
|||||
Derivative Category and Balance Sheet Location
|
Assets
|
Liabilities
|
||||
|
(in millions)
|
|||||
Gulf Power
|
|
|
||||
Derivatives designated as hedging instruments for regulatory purposes
|
|
|
||||
Energy-related derivatives:
|
|
|
||||
Other current assets/Liabilities from risk management activities
|
$
|
1
|
|
$
|
(24
|
)
|
Other deferred charges and assets/Other deferred credits and liabilities
|
—
|
|
(27
|
)
|
||
Total derivatives designated as hedging instruments for regulatory purposes
|
$
|
1
|
|
$
|
(51
|
)
|
Derivatives designated as hedging instruments in cash flow and fair value hedges
|
|
|
||||
Interest rate derivatives:
|
|
|
||||
Other current assets/Liabilities from risk management activities
|
$
|
—
|
|
$
|
(6
|
)
|
Gross amounts of recognized assets and liabilities
|
$
|
1
|
|
$
|
(57
|
)
|
Gross amounts offset in the Balance Sheet
(*)
|
$
|
(1
|
)
|
$
|
1
|
|
Net amounts of assets and liabilities presented in the Balance Sheet
|
$
|
—
|
|
$
|
(56
|
)
|
|
|
|
||||
Mississippi Power
|
|
|
||||
Derivatives designated as hedging instruments for regulatory purposes
|
|
|
||||
Energy-related derivatives:
|
|
|
||||
Other current assets/Other current liabilities
|
$
|
—
|
|
$
|
(13
|
)
|
Other deferred charges and assets/Other deferred credits and liabilities
|
1
|
|
(8
|
)
|
||
Total derivatives designated as hedging instruments for regulatory purposes
|
$
|
1
|
|
$
|
(21
|
)
|
Derivatives designated as hedging instruments in cash flow and fair value hedges
|
|
|
||||
Interest rate derivatives:
|
|
|
||||
Other current assets/Other current liabilities
|
$
|
—
|
|
$
|
(1
|
)
|
Gross amounts of recognized assets and liabilities
|
$
|
1
|
|
$
|
(22
|
)
|
Gross amounts offset in the Balance Sheet
(*)
|
$
|
(1
|
)
|
$
|
1
|
|
Net amounts of assets and liabilities presented in the Balance Sheet
|
$
|
—
|
|
$
|
(21
|
)
|
|
|
|
||||
Southern Power
|
|
|
||||
Derivatives designated as hedging instruments in cash flow and fair value hedges
|
|
|
||||
Energy-related derivatives:
|
|
|
||||
Other current assets/Other current liabilities
|
$
|
2
|
|
$
|
(3
|
)
|
Other deferred charges and assets/Other deferred credits and liabilities
|
—
|
|
—
|
|
||
Foreign currency derivatives:
|
|
|
||||
Other current assets/Other current liabilities
|
$
|
—
|
|
$
|
(24
|
)
|
Other deferred charges and assets/Other deferred credits and liabilities
|
23
|
|
—
|
|
||
Total derivatives designated as hedging instruments in cash flow and fair value hedges
|
$
|
25
|
|
$
|
(27
|
)
|
Derivatives not designated as hedging instruments
|
|
|
||||
Energy-related derivatives:
|
|
|
||||
Other current assets/Other current liabilities
|
$
|
1
|
|
$
|
—
|
|
Gross amounts of recognized assets and liabilities
|
$
|
26
|
|
$
|
(27
|
)
|
Gross amounts offset in the Balance Sheet
(*)
|
$
|
(1
|
)
|
$
|
1
|
|
Net amounts of assets and liabilities presented in the Balance Sheet
|
$
|
25
|
|
$
|
(26
|
)
|
(*)
|
Includes any cash/financial collateral pledged or received.
|
Asset Derivatives at December 31, 2015
|
|||||||||||||||
|
Fair Value
|
||||||||||||||
Derivative Category and Balance Sheet Location
|
Southern
Company
|
Alabama
Power
|
Georgia
Power
|
Gulf
Power
|
Southern
Power
|
||||||||||
|
(in millions)
|
||||||||||||||
Derivatives designated as hedging instruments for regulatory purposes
|
|
|
|
|
|
||||||||||
Energy-related derivatives:
|
|
|
|
|
|
||||||||||
Other current assets
|
$
|
3
|
|
$
|
1
|
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
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
|
|
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 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
|
|
$
|
—
|
|
$
|
3
|
|
Gross amounts not offset in the Balance Sheet
(b)
|
(9
|
)
|
—
|
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Net interest rate derivative assets
|
$
|
13
|
|
$
|
—
|
|
$
|
1
|
|
$
|
1
|
|
$
|
—
|
|
$
|
3
|
|
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)
|
As of December 31, 2015, none of the registrants offset fair value amounts for multiple derivative instruments executed with the same counterparty in the balance sheets; therefore, gross and net amounts of derivative assets and liabilities presented in the balance sheets are the same.
|
(b)
|
Includes gross amounts subject to netting terms that are not offset in the balance sheets and any cash/financial collateral pledged or received.
|
Regulatory Hedge Unrealized Gain (Loss) Recognized in the Balance Sheet at September 30, 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
|
$
|
(52
|
)
|
$
|
(10
|
)
|
$
|
(2
|
)
|
$
|
(24
|
)
|
$
|
(13
|
)
|
Other regulatory assets, deferred
|
(42
|
)
|
(4
|
)
|
(4
|
)
|
(26
|
)
|
(8
|
)
|
|||||
Other regulatory liabilities, current
(a)
|
8
|
|
1
|
|
4
|
|
—
|
|
—
|
|
|||||
Other regulatory liabilities, deferred
(b)
|
1
|
|
—
|
|
1
|
|
—
|
|
—
|
|
|||||
Total energy-related derivative gains (losses)
|
$
|
(85
|
)
|
$
|
(13
|
)
|
$
|
(1
|
)
|
$
|
(50
|
)
|
$
|
(21
|
)
|
(a)
|
Georgia Power includes other regulatory liabilities, current in other current liabilities.
|
(b)
|
Georgia Power includes other regulatory liabilities, deferred in other deferred credits and liabilities.
|
(*)
|
Georgia Power includes 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
|
|
|
|
|
|
|
|
|
||||||||
Energy-related derivatives
|
$
|
—
|
|
|
$
|
—
|
|
|
Amortization
|
$
|
1
|
|
|
$
|
—
|
|
Interest rate derivatives
|
(6
|
)
|
|
(28
|
)
|
|
Interest expense, net of amounts capitalized
|
(6
|
)
|
|
(2
|
)
|
||||
Foreign currency derivatives
|
37
|
|
|
—
|
|
|
Interest expense, net of amounts capitalized
|
(6
|
)
|
|
—
|
|
||||
|
|
|
|
|
Other income (expense), net
(*)
|
7
|
|
|
—
|
|
||||||
Total
|
$
|
31
|
|
|
$
|
(28
|
)
|
|
|
$
|
(4
|
)
|
|
$
|
(2
|
)
|
Alabama Power
|
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives
|
$
|
—
|
|
|
$
|
(10
|
)
|
|
Interest expense, net of amounts capitalized
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
Georgia Power
|
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives
|
$
|
—
|
|
|
$
|
(18
|
)
|
|
Interest expense, net of amounts capitalized
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
Southern Power
|
|
|
|
|
|
|
|
|
||||||||
Energy-related derivatives
|
$
|
—
|
|
|
$
|
—
|
|
|
Amortization
|
$
|
1
|
|
|
$
|
—
|
|
Foreign currency derivatives
|
37
|
|
|
—
|
|
|
Interest expense, net of amounts capitalized
|
(6
|
)
|
|
—
|
|
||||
|
|
|
|
|
Other income (expense), net
(*)
|
7
|
|
|
—
|
|
||||||
Total
|
$
|
37
|
|
|
$
|
—
|
|
|
|
$
|
2
|
|
|
$
|
—
|
|
(*)
|
The reclassification from accumulated OCI into other income (expense), net completely offsets currency gains and losses arising from changes in the U.S. currency exchange rates used to record the euro-denominated notes.
|
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
|
|
|
|
|
|
|
|
|
||||||||
Energy-related derivatives
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
Amortization
|
$
|
1
|
|
|
$
|
—
|
|
Interest rate derivatives
|
(189
|
)
|
|
(26
|
)
|
|
Interest expense, net of amounts capitalized
|
(13
|
)
|
|
(7
|
)
|
||||
Foreign currency derivatives
|
(1
|
)
|
|
—
|
|
|
Interest expense, net of amounts capitalized
|
(7
|
)
|
|
—
|
|
||||
|
|
|
|
|
Other income (expense), net
(*)
|
(13
|
)
|
|
—
|
|
||||||
Total
|
$
|
(191
|
)
|
|
$
|
(26
|
)
|
|
|
$
|
(32
|
)
|
|
$
|
(7
|
)
|
Alabama Power
|
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives
|
$
|
(3
|
)
|
|
$
|
(9
|
)
|
|
Interest expense, net of amounts capitalized
|
$
|
(5
|
)
|
|
$
|
(2
|
)
|
Georgia Power
|
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives
|
$
|
—
|
|
|
$
|
(17
|
)
|
|
Interest expense, net of amounts capitalized
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
Gulf Power
|
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives
|
$
|
(7
|
)
|
|
$
|
—
|
|
|
Interest expense, net of amounts capitalized
|
$
|
—
|
|
|
$
|
—
|
|
Mississippi Power
|
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
Interest expense, net of amounts capitalized
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
Southern Power
|
|
|
|
|
|
|
|
|
||||||||
Energy-related derivatives
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
Amortization
|
$
|
1
|
|
|
$
|
—
|
|
Interest rate derivatives
|
—
|
|
|
—
|
|
|
Interest expense, net of amounts capitalized
|
(1
|
)
|
|
(1
|
)
|
||||
Foreign currency derivatives
|
(1
|
)
|
|
—
|
|
|
Interest expense, net of amounts capitalized
|
(7
|
)
|
|
—
|
|
||||
|
|
|
|
|
Other income (expense), net
(*)
|
(13
|
)
|
|
—
|
|
||||||
Total
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
|
$
|
(20
|
)
|
|
$
|
(1
|
)
|
(*)
|
The reclassification from accumulated OCI into other income (expense), net completely offsets currency gains and losses arising from changes in the U.S. currency exchange rates used to record the euro-denominated notes.
|
Derivatives in Fair Value Hedging Relationships
|
|||||||||||||||
|
|
Gain (Loss)
|
|||||||||||||
|
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||||||||
Derivative Category
|
Statements of Income Location
|
2016
|
|
2015
|
2016
|
|
2015
|
||||||||
|
|
(in millions)
|
(in millions)
|
||||||||||||
Southern Company
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives:
|
Interest expense, net of amounts capitalized
|
$
|
(9
|
)
|
|
$
|
15
|
|
$
|
15
|
|
|
$
|
19
|
|
Georgia Power
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives:
|
Interest expense, net of amounts capitalized
|
$
|
(5
|
)
|
|
$
|
7
|
|
$
|
10
|
|
|
$
|
9
|
|
(I)
|
ACQUISITIONS
|
Southern Company Gas Purchase Price
|
September 30, 2016
|
||
|
(in millions)
|
||
Current assets
|
$
|
1,557
|
|
Property, plant, and equipment
|
10,108
|
|
|
Goodwill
|
5,937
|
|
|
Intangible assets
|
400
|
|
|
Regulatory assets
|
1,118
|
|
|
Other assets
|
229
|
|
|
Current liabilities
|
(2,201
|
)
|
|
Other liabilities
|
(4,712
|
)
|
|
Long-term debt
|
(4,261
|
)
|
|
Noncontrolling interests
|
(174
|
)
|
|
Total purchase price
|
$
|
8,001
|
|
|
For the Nine Months Ended September 30,
|
|||||
|
2016
|
2015
|
||||
|
|
|||||
Operating revenues
(in millions)
|
$
|
16,609
|
|
$
|
16,865
|
|
Net income attributable to Southern Company
(in millions)
|
$
|
2,369
|
|
$
|
2,269
|
|
Basic EPS
|
$
|
2.50
|
|
$
|
2.43
|
|
Diluted EPS
|
$
|
2.48
|
|
$
|
2.42
|
|
PowerSecure Purchase Price
|
September 30, 2016
|
||
|
(in millions)
|
||
Current assets
|
$
|
172
|
|
Property, plant, and equipment
|
46
|
|
|
Goodwill
|
284
|
|
|
Intangible assets
|
101
|
|
|
Other assets
|
6
|
|
|
Current liabilities
|
(145
|
)
|
|
Long-term debt, including current portion
|
(18
|
)
|
|
Deferred credits and other liabilities
|
(17
|
)
|
|
Total purchase price
|
$
|
429
|
|
Project Facility
|
Resource
|
Seller; Acquisition Date
|
Approximate Nameplate Capacity (
MW
)
|
|
Location
|
Southern Power Percentage Ownership
|
Actual/Expected COD
|
PPA Counterparties for Plant Output
|
PPA Contract Period
|
|
||
Acquisitions for the Nine Months Ended September 30, 2016
|
||||||||||||
Calipatria
|
Solar
|
Solar Frontier Americas Holding LLC
February 11, 2016 |
20
|
|
Imperial County, CA
|
90
|
%
|
|
February 2016
|
San Diego Gas & Electric Company
|
20 years
|
|
East Pecos
|
Solar
|
First Solar, Inc.
March 4, 2016 |
120
|
|
Pecos County, TX
|
100
|
%
|
|
December 2016
|
Austin Energy
|
15 years
|
|
Grant Plains
|
Wind
|
Apex Clean Energy Holdings, LLC
August 26, 2016 |
147
|
|
Grant County, OK
|
100
|
%
|
|
December 2016
|
Oklahoma Municipal Power Authority and Steelcase Inc.
|
20 years and 12 years
|
(a)
|
Grant Wind
|
Wind
|
Apex Clean Energy Holdings, LLC
April 7, 2016 |
151
|
|
Grant County, OK
|
100
|
%
|
|
April 2016
|
Western Farmers, East Texas, and Northeast Texas Electric Cooperative
|
20 years
|
|
Henrietta
|
Solar
|
SunPower Corp.
July 1, 2016 |
102
|
|
Kings County, CA
|
51
|
%
|
(b)
|
July 2016
|
Pacific Gas and Electric Company
|
20 years
|
|
Lamesa
|
Solar
|
RES America Developments Inc.
July 1, 2016 |
102
|
|
Dawson County, TX
|
100
|
%
|
|
First quarter 2017
|
City of Garland, Texas
|
15 years
|
|
Passadumkeag
|
Wind
|
Quantum Utility Generation, LLC
June 30, 2016 |
42
|
|
Penobscot County, ME
|
100
|
%
|
|
July 2016
|
Western Massachusetts Electric Company
|
15 years
|
|
Rutherford
|
Solar
|
Cypress Creek Renewables, LLC
July 1, 2016 |
74
|
|
Rutherford County, NC
|
90
|
%
|
|
December 2016
|
Duke Energy Carolinas, LLC
|
15 years
|
|
Acquisitions Subsequent to September 30, 2016
|
||||||||||||
Mankato
|
Natural Gas
|
Calpine Corporation October 26, 2016
|
375
|
(c)
|
Mankato, MN
|
100
|
%
|
|
N/A
(c)
|
Northern States Power Company
|
10 years
|
|
Wake Wind
|
Wind
|
Invenergy Wind Global LLC October 26, 2016
|
257
|
|
Floyd and Crosby Counties, TX
|
90.1
|
%
|
|
October 2016
|
Equinix Enterprises, Inc. and Owens Corning
|
12 years
|
|
(a)
|
In addition to the
20
-year and
12
-year PPAs, the facility has a
10
-year contract with Allianz Risk Transfer (Bermuda) Ltd.
|
(b)
|
Southern Power owns
100%
of the class A membership interests and a wholly-owned subsidiary of the seller owns
100%
of the class B membership interests. Southern Power and the class B member are entitled to
51%
and
49%
, respectively, of all cash distributions from the project. In addition, Southern Power is entitled to substantially all of the federal tax benefits with respect to the transaction.
|
(c)
|
The Mankato facility is a fully operational
375
-MW natural gas-fired combined-cycle facility with an additional
345
-MW expansion under development.
|
•
|
51%
ownership interest (through
100%
ownership of the class A membership interests entitling Southern Power to
51%
of all cash distributions and most of the federal tax benefits) in a
100
-MW solar facility in Nevada covered with a
20
-year PPA, which is expected to close in November 2016;
|
•
|
100%
ownership interests in
two
wind facilities in Texas totaling
299
MWs, the majority of which is contracted under PPAs for the first
12
to
14
years of operation and are expected to close before the end of 2016; and
|
•
|
100%
ownership interest in a
275
-MW wind facility in Texas, the majority of which is contracted under a
12
-year PPA and is expected to close in January 2017.
|
Solar Facility
|
Seller
|
Approximate Nameplate Capacity (
MW
)
|
Location
|
Actual/Expected COD
|
PPA Counterparties for Plant Output
|
PPA Contract Period
|
Projects Completed During the Nine Months Ended September 30, 2016
|
||||||
Butler Solar Farm
|
Strata Solar Development, LLC
|
22
|
Taylor County, GA
|
February 2016
|
Georgia Power
(a)
|
20 years
|
Desert Stateline
(b)
|
First Solar Development, LLC
|
299
(c)
|
San Bernardino County, CA
|
Through July 2016
|
Southern California Edison Company (SCE)
|
20 years
|
Garland A
|
Recurrent Energy, LLC
|
20
|
Kern County, CA
|
August 2016
|
SCE
|
20 years
|
Pawpaw
|
Longview Solar, LLC
|
30
|
Taylor County, GA
|
March 2016
|
Georgia Power
(a)
|
30 years
|
Tranquillity
|
Recurrent Energy, LLC
|
205
|
Fresno County, CA
|
July 2016
|
Shell Energy North America (US), LP/SCE
|
18 years
|
Projects Under Construction as of September 30, 2016
|
||||||
Butler
|
CERSM, LLC and Community Energy, Inc.
|
103
|
Taylor County, GA
|
December 2016
|
Georgia Power
(a)
|
30 years
|
Garland
|
Recurrent Energy, LLC
|
185
|
Kern County, CA
|
October 2016
|
SCE
|
15 years
|
Roserock
|
Recurrent Energy, LLC
|
160
|
Pecos County, TX
|
November 2016
|
Austin Energy
|
20 years
|
Sandhills
|
N/A
|
146
|
Taylor County, GA
|
October 2016
|
Cobb, Flint, Irwin, Middle Georgia and Sawnee Electric Membership Corporations
|
25 years
|
(a)
|
Affiliate PPA approved by the FERC.
|
(b)
|
On March 29, 2016, Southern Power acquired an additional
15%
interest in Desert Stateline. As a result, Southern Power and the class B member are entitled to
66%
and
34%
, respectively, of all cash distributions from Desert Stateline. In addition, Southern Power will continue to be entitled to substantially all of the federal tax benefits with respect to the transaction.
|
|
Electric Utilities
|
|
|
|
|
|||||||||||||||||||
|
Traditional
Electric Operating
Companies
|
Southern
Power
|
Eliminations
|
Total
|
Southern Company Gas
|
All
Other
|
Eliminations
|
Consolidated
|
||||||||||||||||
|
(in millions)
|
|||||||||||||||||||||||
Three Months Ended
September 30, 2016: |
|
|
|
|
|
|
|
|
||||||||||||||||
Operating revenues
|
$
|
5,236
|
|
$
|
500
|
|
$
|
(117
|
)
|
$
|
5,619
|
|
$
|
543
|
|
$
|
139
|
|
$
|
(37
|
)
|
$
|
6,264
|
|
Segment net income (loss)
(a)(b)
|
1,018
|
|
176
|
|
—
|
|
1,194
|
|
4
|
|
(67
|
)
|
(1
|
)
|
1,130
|
|
||||||||
Nine Months Ended
September 30, 2016: |
|
|
|
|
|
|
|
|
||||||||||||||||
Operating revenues
|
$
|
13,120
|
|
$
|
1,189
|
|
$
|
(330
|
)
|
$
|
13,979
|
|
$
|
543
|
|
$
|
311
|
|
$
|
(118
|
)
|
$
|
14,715
|
|
Segment net income (loss)
(a)(c)
|
2,076
|
|
315
|
|
—
|
|
2,391
|
|
4
|
|
(161
|
)
|
(8
|
)
|
2,226
|
|
||||||||
Total assets at September 30, 2016
|
$
|
71,448
|
|
$
|
12,351
|
|
$
|
(440
|
)
|
$
|
83,359
|
|
$
|
21,185
|
|
$
|
2,974
|
|
$
|
(1,156
|
)
|
$
|
106,362
|
|
Three Months Ended
September 30, 2015: |
|
|
|
|
|
|
|
|
||||||||||||||||
Operating revenues
|
$
|
5,098
|
|
$
|
401
|
|
$
|
(109
|
)
|
$
|
5,390
|
|
$
|
—
|
|
$
|
37
|
|
$
|
(26
|
)
|
$
|
5,401
|
|
Segment net income (loss)
(a)(b)
|
874
|
|
102
|
|
—
|
|
976
|
|
—
|
|
(18
|
)
|
1
|
|
959
|
|
||||||||
Nine Months Ended
September 30, 2015: |
|
|
|
|
|
|
|
|
||||||||||||||||
Operating revenues
|
$
|
13,123
|
|
$
|
1,086
|
|
$
|
(322
|
)
|
$
|
13,887
|
|
$
|
—
|
|
$
|
120
|
|
$
|
(86
|
)
|
$
|
13,921
|
|
Segment net income (loss)
(a)(c)
|
1,912
|
|
181
|
|
—
|
|
2,093
|
|
—
|
|
3
|
|
—
|
|
2,096
|
|
||||||||
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 electric operating companies includes pre-tax charges for estimated probable losses on the Kemper IGCC of
$88 million
(
$54 million
after tax) and
$150 million
(
$93 million
after tax) for the
three
months ended
September 30, 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 September 30, 2016
|
|
$
|
4,808
|
|
|
$
|
613
|
|
|
$
|
198
|
|
|
$
|
5,619
|
|
Three Months Ended September 30, 2015
|
|
4,701
|
|
|
520
|
|
|
169
|
|
|
5,390
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Nine Months Ended September 30, 2016
|
|
$
|
11,932
|
|
|
$
|
1,455
|
|
|
$
|
592
|
|
|
$
|
13,979
|
|
Nine Months Ended September 30, 2015
|
|
11,958
|
|
|
1,435
|
|
|
494
|
|
|
13,887
|
|
|
Southern Company Gas' Revenues
|
|||||||||||
Period
|
Gas
Distribution Operations |
Gas
Marketing Services |
All Other
|
Total
|
||||||||
|
(in millions)
|
|||||||||||
Three and Nine Months Ended September 30, 2016
|
$
|
420
|
|
$
|
126
|
|
$
|
(3
|
)
|
$
|
543
|
|
•
|
Transporting and storing natural gas involves risks that may result in accidents and other operating risks and costs.
Southern Company Gas' natural gas distribution and storage activities involve a variety of inherent hazards and operating risks, such as leaks, accidents, explosions, and mechanical problems, which could result in serious injury to employees and non-employees, loss of human life, significant damage to property, environmental pollution, and impairment of its operations.
|
•
|
Southern Company Gas' natural gas business faces increasing competition.
The natural gas business is highly competitive and increasingly complex. Southern Company Gas is facing increasing competition from other companies that supply energy, including electric, oil, and propane providers and, in some cases, energy marketing and trading companies.
|
•
|
Southern Company Gas may experience reported net income volatility due to mark-to-market accounting.
Southern Company Gas utilizes hedging instruments to lock in economic value in its wholesale natural gas segment, which are not designated as hedges for accounting purposes. The difference in accounting treatment for the underlying position and the financial instrument used to hedge the value of the contract can cause volatility in reported net income while the positions are open due to mark-to-market accounting.
|
|
|
(3) Articles of Incorporation and By-Laws
|
||
|
|
|
|
|
|
|
Georgia Power
|
||
|
|
|
|
|
|
|
(a)1
|
|
By-Laws of Georgia Power, as amended effective August 17, 2016. (Designated in Form 8-K dated August 17, 2016, File No. 1-6468, as Exhibit 3.1.)
|
|
|
|
|
|
|
|
Mississippi Power
|
||
|
|
|
||
|
|
(a)1
|
|
By-Laws of Mississippi Power, as amended, effective October 25, 2016. (Designated in Form 8-K dated October 25, 2016, File No. 001-11229, as Exhibit 3.1.)
|
|
|
|
||
|
|
(4) Instruments Describing Rights of Security Holders, Including Indentures
|
||
|
|
|
|
|
|
|
Southern Company
|
||
|
|
|
|
|
|
|
(a)1
|
-
|
Second Supplemental Indenture to Junior Subordinated Note Indenture, dated as of September 15, 2016, providing for the issuance of the Series 2016A 5.25% Junior Subordinated Notes due October 1, 2076. (Designated in Form 8-K dated September 12, 2016, File No. 1-3526, as Exhibit 4.4.)
|
|
|
|
|
|
|
|
Southern Power
|
||
|
|
|
||
|
*
|
(f)1
|
-
|
Twelfth Supplemental Indenture to Senior Note Indenture, dated as of September 7, 2016.
|
|
|
|
|
|
|
*
|
(f)2
|
-
|
Thirteenth Supplemental Indenture to Senior Note Indenture, dated as of September 20, 2016, providing for the issuance of the Series 2016C 2.75% Senior Notes due September 20, 2023.
|
|
|
|
|
|
|
|
(24) Power of Attorney and Resolutions
|
||
|
|
|
|
|
|
|
Southern Company
|
||
|
|
|
|
|
|
|
(a)1
|
-
|
Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2015, File No. 1-3526 as Exhibit 24(a).)
|
|
|
|
|
|
|
|
Alabama Power
|
||
|
|
|
|
|
|
|
(b)1
|
-
|
Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2015, File No. 1-3164 as Exhibit 24(b).)
|
|
|
|
|
|
|
|
Georgia Power
|
||
|
|
|
|
|
|
|
(c)1
|
-
|
Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2015, File No. 1-6468 as Exhibit 24(c).)
|
|
|
|
|
|
|
|
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) Interactive Data Files
|
||
|
|
|
|
|
|
*
|
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, and Treasurer
|
|
|
|
(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
|
|
|
|
Chairman, President, and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
By
|
|
William C. Grantham
|
|
|
|
Senior Vice President, Chief Financial Officer, and Treasurer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
By
|
|
/s/ Melissa K. Caen
|
|
|
|
(Melissa K. Caen, Attorney-in-fact)
|
|
ATTEST:
|
|
SOUTHERN POWER COMPANY
|
||
By:
|
/s/Elliott L. Spencer
|
|
By:
|
/s/William C. Grantham
|
|
Elliott L. Spencer
Comptroller and Corporate Secretary
|
|
|
William C. Grantham
Senior Vice President, Treasurer and
Chief Financial Officer
|
|
|
|
|
|
ATTEST:
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
|
||
By:
|
/s/Karen Z. Kelly
|
|
By:
|
/s/Stefan Victory
|
|
Karen Z. Kelly
Vice President |
|
|
Stefan Victory
Vice President
|
|
|
PAGE
|
ARTICLE 1
|
Series 2016C Senior Notes
|
1
|
SECTION 101.
|
Establishment.
|
1
|
SECTION 102.
|
Definitions.
|
2
|
SECTION 103.
|
Payment of Principal and Interest.
|
3
|
SECTION 104.
|
Denominations.
|
4
|
SECTION 105.
|
Global Securities.
|
4
|
SECTION 106.
|
Transfer.
|
5
|
SECTION 107.
|
Redemption at the Company’s Option.
|
6
|
SECTION 108.
|
Information to Holders.
|
7
|
ARTICLE 2
|
Miscellaneous Provisions
|
7
|
SECTION 201.
|
Recitals by Company.
|
7
|
SECTION 202.
|
Ratification and Incorporation of Original Indenture.
|
7
|
SECTION 203.
|
Executed in Counterparts.
|
8
|
SECTION 204.
|
Legends.
|
8
|
|
|
|
EXHIBIT A
|
Form of Series 2016C Note
|
A-1
|
|
|
|
EXHIBIT B
|
Certificate of Authentication
|
B-1
|
ATTEST:
|
|
SOUTHERN POWER COMPANY
|
||
By:
|
/s/Elliott L. Spencer
|
|
By:
|
/s/William C. Grantham
|
|
Elliott L. Spencer
Comptroller and Corporate Secretary
|
|
|
William C. Grantham
Senior Vice President, Treasurer and
Chief Financial Officer
|
|
|
|
|
|
ATTEST:
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
|
||
By:
|
/s/Karen Z. Kelly
|
|
By:
|
/s/Stefan Victory
|
|
Karen Z. Kelly
Vice President |
|
|
Stefan Victory
Vice President
|
NO. __
|
CUSIP NO. ______________
|
Principal Amount:
|
$________________
|
Regular Record Date:
|
15
th
calendar day prior to the applicable Interest Payment Date (whether or not a Business Day)
|
Original Issue Date:
|
September 20, 2016
|
Stated Maturity:
|
September 20, 2023
|
Interest Payment Dates:
|
March 20 and September 20
|
Interest Rate:
|
2.75% per annum
|
Authorized Denominations:
|
$2,000 and integral multiples of $1,000 in excess thereof
|
|
|
SOUTHERN POWER COMPANY
|
|
By:
|
|
|
Title:
|
|
Attest:
|
|
Title:
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
|
|
|
By:
|
|
|
|
Authorized Signatory
|
TEN COM -
|
as tenants in
common
|
UNIF GIFT MIN ACT- _______ Custodian ________
(Cust) (Minor)
|
TEN ENT -
|
as tenants by the
entireties
|
|
JT TEN -
|
as joint tenants
with right of
survivorship and
not as tenants
in common
|
under Uniform Gifts to
Minors Act
________________________
(State)
|
Dated:
|
|
|
|
|
|
|
|
(1)
|
□
|
exchanged for the undersigned’s own account without transfer; or
|
(2)
|
□
|
transferred to the Company; or
|
(3)
|
□
|
transferred to a person whom the undersigned reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), purchasing for its own account or for the account of a “qualified institutional buyer” to whom notice is given that the resale, pledge or other transfer is being made in reliance on Rule 144A under the 1933 Act; or
|
(4)
|
□
|
transferred pursuant to an exemption under Rule 144 under the 1933 Act; or
|
(5)
|
□
|
transferred in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the 1933 Act; or
|
(6)
|
□
|
transferred pursuant to another available exemption from the registration requirements of the 1933 Act; or
|
(7)
|
□
|
transferred pursuant to an effective registration statement under the 1933 Act.
|
Date:
|
|
|
|
Signature
|
Date:
|
|
|
|
Signature
|
Date
|
|
Amount of increase in Principal Amount of this Global Security
|
|
Amount of decrease in Principal Amount of this Global Security
|
|
Principal Amount of this Global Security following each decrease or increase
|
|
Signature of authorized signatory of Trustee or Securities Registrar
|
|
|
|
|
|
|
|
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
|
|
|
By:
|
|
|
|
Authorized Signatory
|
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 and Treasurer
|
|
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
|
|
|
Chairman, 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
|
|
|
Chairman, 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
|
|
|
Senior Vice President, Treasurer and Chief
Financial Officer
|
|
(1)
|
such Quarterly Report on Form 10-Q of The Southern Company for the quarter ended September 30, 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 September 30, 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 September 30, 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 September 30, 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 September 30, 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 September 30, 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 and Treasurer
|
(1)
|
such Quarterly Report on Form 10-Q of Gulf Power Company for the quarter ended September 30, 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 September 30, 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 September 30, 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 September 30, 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
|
|
Chairman, 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 September 30, 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 September 30, 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
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
/s/William C. Grantham
|
|
William C. Grantham
|
|
Senior Vice President, Treasurer and
Chief Financial Officer
|