Fair Value Measurements

6 Months Ended

Jun. 30, 2019

As of June 30, 2019, assets and liabilities measured at fair value on a recurring basis during the period, together with their associated level of the fair value hierarchy, were as follows:



	Fair Value Measurements Using:
As of June 30, 2019:	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)	$	270	$	177	$	12	$	—	$	459
Foreign currency derivatives	—		60		—		—		60
Investments in trusts:^(b)(c)
Domestic equity	703		124		—		—		827
Foreign equity	62		206		—		—		268
U.S. Treasury and government agency securities	—		307		—		—		307
Municipal bonds	—		72		—		—		72
Pooled funds – fixed income	—		16		—		—		16
Corporate bonds	23		299		—		—		322
Mortgage and asset backed securities	—		74		—		—		74
Private equity	—		—		—		54		54
Cash and cash equivalents	1		—		—		—		1
Other	27		2		—		—		29
Cash equivalents	841		5		—		—		846
Other investments	9		17		—		—		26
Total	$	1,936	$	1,359	$	12	$	54	$	3,361
Liabilities:
Energy-related derivatives^(a)	$	405	$	189	$	22	$	—	$	616
Interest rate derivatives	—		52		—		—		52
Foreign currency derivatives	—		23		—		—		23
Contingent consideration	—		—		21		—		21
Total	$	405	$	264	$	43	$	—	$	712



	Fair Value Measurements Using:
As of June 30, 2019:	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)
Alabama Power
Assets:
Energy-related derivatives	$	—	$	6	$	—	$	—	$	6
Nuclear decommissioning trusts:^(b)
Domestic equity	456		113		—		—		569
Foreign equity	62		60		—		—		122
U.S. Treasury and government agency securities	—		21		—		—		21
Municipal bonds	—		1		—		—		1
Corporate bonds	23		141		—		—		164
Mortgage and asset backed securities	—		25		—		—		25
Private equity	—		—		—		54		54
Other	7		—		—		—		7
Cash equivalents	430		5		—		—		435
Other investments	—		17		—		—		17
Total	$	978	$	389	$	—	$	54	$	1,421
Liabilities:
Energy-related derivatives	$	—	$	18	$	—	$	—	$	18

Georgia Power
Assets:
Energy-related derivatives	$	—	$	6	$	—	$	—	$	6
Nuclear decommissioning trusts:^(b)(c)
Domestic equity	247		1		—		—		248
Foreign equity	—		143		—		—		143
U.S. Treasury and government agency securities	—		286		—		—		286
Municipal bonds	—		71		—		—		71
Corporate bonds	—		158		—		—		158
Mortgage and asset backed securities	—		50		—		—		50
Other	20		2		—		—		22
Total	$	267	$	717	$	—	$	—	$	984
Liabilities:
Energy-related derivatives	$	—	$	43	$	—	$	—	$	43
Interest rate derivatives	—		37		—		—		37
Total	$	—	$	80	$	—	$	—	$	80



	Fair Value Measurements Using:
As of June 30, 2019:	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)
Mississippi Power
Assets:
Energy-related derivatives	$	—	$	3	$	—	$	—	$	3
Cash equivalents	170		—		—		—		170
Total	$	170	$	3	$	—	$	—	$	173
Liabilities:
Energy-related derivatives	$	—	$	19	$	—	$	—	$	19

Southern Power
Assets:
Energy-related derivatives	$	—	$	2	$	—	$	—	$	2
Foreign currency derivatives	—		60		—		—		60
Cash equivalents	177		—		—		—		177
Total	$	177	$	62	$	—	$	—	$	239
Liabilities:
Energy-related derivatives	$	—	$	4	$	—	$	—	$	4
Foreign currency derivatives	—		23		—		—		23
Contingent consideration	—		—		21		—		21
Total	$	—	$	27	$	21	$	—	$	48

Southern Company Gas
Assets:
Energy-related derivatives^(a)	$	270	$	160	$	12	$	—	$	442
Non-qualified deferred compensation trusts:
Domestic equity	—		10		—		—		10
Foreign equity	—		4		—		—		4
Pooled funds – fixed income	—		16		—		—		16
Cash equivalents	1		—		—		—		1
Total	$	271	$	190	$	12	$	—	$	473
Liabilities:
Energy-related derivatives^(a)	$	405	$	105	$	22	$	—	$	532


(a)	Energy-related derivatives exclude cash collateral of $178 million.


(b)	Excludes receivables related to investment income, pending investment sales, payables related to pending investment purchases, and currencies. See Note 6 to the financial statements in Item 8 of the Form 10-K for additional information.

(c)

Includes investment securities pledged to creditors and collateral received and excludes payables related to the securities lending program. As of June 30, 2019, approximately $30 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. See Note 6 to the financial statements in Item 8 of the Form 10-K for additional information.

Southern Company, Alabama Power, and Georgia Power continue to elect the option to fair value investment securities held in the nuclear decommissioning trust funds. The fair value of the funds, including reinvested interest

and dividends and excluding the funds' expenses, increased (decreased) by the amounts shown in the table below for the three and six months ended June 30, 2019 and 2018. The changes were recorded as a change to the regulatory assets and liabilities related to AROs for Georgia Power and Alabama Power, respectively.



	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018			Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
	(in millions)
Southern Company	$	75	$	14		$	227	$	4
Alabama Power	38		15			125		10
Georgia Power	37		(1		)	102		(6		)

Valuation Methodologies

The energy-related derivatives primarily consist of exchange-traded and over-the-counter financial products for natural gas and physical power products, including, from time to time, basis swaps. These are standard products used within the energy industry and are valued using the market approach. The inputs used are mainly from observable market sources, such as forward natural gas prices, power prices, implied volatility, and overnight index swap interest rates. Interest rate derivatives are also standard over-the-counter products that are valued using observable market data and assumptions commonly used by market participants. The fair value of interest rate derivatives reflects the net present value of expected payments and receipts under the swap agreement based on the market's expectation of future interest rates. Additional inputs to the net present value calculation may include the contract terms, counterparty credit risk, and occasionally, implied volatility of interest rate options. The fair value of cross-currency swaps reflects the net present value of expected payments and receipts under the swap agreement based on the market's expectation of future foreign currency exchange rates. Additional inputs to the net present value calculation may include the contract terms, counterparty credit risk, and discount rates. The interest rate derivatives and cross-currency swaps are categorized as Level 2 under Fair Value Measurements as these inputs are based on observable data and valuations of similar instruments. See Note (J) for additional information on how these derivatives are used.

For fair value measurements of the investments within the nuclear decommissioning trusts and the non-qualified deferred compensation trusts, external pricing vendors are designated for each asset class with each security specifically assigned a primary pricing source. For investments held within commingled funds, fair value is determined at the end of each business day through the net asset value, which is established by obtaining the underlying securities' individual prices from the primary pricing source. A market price secured from the primary source vendor is then evaluated by management in its valuation of the assets within the trusts. As a general approach, fixed income market pricing vendors gather market data (including indices and market research reports) and integrate relative credit information, observed market movements, and sector news into proprietary pricing models, pricing systems, and mathematical tools. Dealer quotes and other market information, including live trading levels and pricing analysts' judgments, are also obtained when available.

The NRC requires licensees of commissioned nuclear power reactors to establish a plan for providing reasonable assurance of funds for future decommissioning. See Note 6 to the financial statements under "Nuclear Decommissioning" in Item 8 of the Form 10-K for additional information.

Southern Power has contingent payment obligations related to certain acquisitions whereby Southern Power is primarily obligated to make generation-based payments to the seller, which commenced at the commercial operation of the respective facility and continue through 2026. The obligation is categorized as Level 3 under Fair Value Measurements as the fair value is determined using significant unobservable inputs for the forecasted facility generation in MW-hours, as well as other inputs such as a fixed dollar amount per MW-hour, and a discount rate. The fair value of contingent consideration reflects the net present value of expected payments and any periodic change arising from forecasted generation is expected to be immaterial.

As of June 30, 2019, the fair value measurements of private equity investments held in Alabama Power's nuclear decommissioning trusts that are calculated at net asset value per share (or its equivalent) as a practical expedient totaled $54 million and unfunded commitments related to the private equity investments totaled $45 million. Private equity funds include funds-of-funds that invest in high-quality private equity funds across several market sectors, funds that invest in real estate assets, and a fund that acquires companies to create resale value. Private equity funds do not have redemption rights. Distributions from these funds will be received as the underlying investments in the funds are liquidated.

As of June 30, 2019, other financial instruments for which the carrying amount did not equal fair value were as follows:



	Southern Company		Alabama Power		Georgia Power		Mississippi Power		Southern Power		Southern Company Gas^(*)
	(in millions)
Long-term debt, including securities due within one year:
Carrying amount	$	42,596	$	7,922	$	10,969	$	1,618	$	5,011	$	5,916
Fair value	45,394		8,717		11,749		1,657		5,261		6,420


(*)	The long-term debt of Southern Company Gas is recorded at amortized cost, including the fair value adjustments at the effective date of the 2016 merger with Southern Company. Southern Company Gas amortizes the fair value adjustments over the lives of the respective bonds.

The fair values are determined using Level 2 measurements and are based on quoted market prices for the same or similar issues or on the current rates available to Southern Company, Alabama Power, Georgia Power, Mississippi Power, Southern Power, and Southern Company Gas.

Commodity Contracts with Level 3 Valuation Inputs

As of June 30, 2019, the fair value of Southern Company Gas' Level 3 physical natural gas forward contracts was $10 million. Since commodity contracts classified as Level 3 typically include a combination of observable and unobservable components, the changes in fair value may include amounts due in part to observable market factors, or changes to assumptions on the unobservable components. The following table includes transfers to Level 3, which represent the fair value of Southern Company Gas' commodity derivative contracts that include a significant unobservable component for the first time during the period.



	Three Months Ended June 30, 2019			Six Months Ended June 30, 2019
	(in millions)
Beginning balance	$	(19	)	$	—
Transfers to Level 3	(3		)	(33		)
Changes in fair value	12			23
Ending balance	$	(10	)	$	(10	)

Changes in fair value of Level 3 instruments represent changes in gains and losses for the periods that are reported on Southern Company Gas' statements of income in natural gas revenues.

The valuation of certain commodity contracts requires the use of certain unobservable inputs. All forward pricing used in the valuation of such contracts is directly based on third-party market data, such as broker quotes and exchange settlements, when that data is available. If third-party market data is not available, then industry standard methodologies are used to develop inputs that maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Observable inputs, including some forward prices used for determining fair value, reflect the best available market information. Unobservable inputs are updated using industry standard techniques such as extrapolation, combining observable forward inputs supplemented by historical market and other relevant data. Level 3 physical natural gas forward contracts include unobservable forward price inputs (ranging from $0.09

to $1.39 per mmBtu). Forward price increases (decreases) as of June 30, 2019 would have resulted in higher (lower) values on a net basis.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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