Southern Company, AGL Resources receive merger approval from Virginia regulators

ATLANTA,  February 23, 2016 – Southern Company (NYSE: SO) and AGL Resources (NYSE: GAS) today  received unanimous regulatory approval of the companies’ proposed merger from  the Virginia State Corporation Commission.

AGL  Resources is the parent company of Virginia Natural Gas, a regulated utility  providing natural gas distribution services to approximately 290,000 customers  in southeastern Virginia, including the Hampton Roads region.

When  completed, the combination of Southern Company and AGL Resources is expected to  create the second-largest utility company in the U.S. by customer base, bringing  together:

  • Eleven regulated electric and natural gas  distribution companies providing service to approximately 9 million customers;
  • Operations of nearly 200,000 miles of  electric transmission and distribution lines;
  • More than 80,000 miles of gas pipelines; and
  • Approximately 46,000 megawatts of electricity  generating capacity.

The companies expect to complete the  transaction in the second half of 2016. For more information about the proposed  merger, visit


About Southern Company 
  With more than 4.5 million customers and approximately 46,000  megawatts of generating capacity, Atlanta-based Southern Company (NYSE:  SO) is the premier energy company serving the Southeast through its  subsidiaries. A leading U.S. producer of clean, safe, reliable and affordable  electricity, Southern Company owns electric utilities in four states and a  growing competitive generation company, as well as fiber optics and wireless  communications. Southern Company brands are known for excellent customer service,  high reliability and affordable prices that are below the national average.  Through an industry-leading commitment to innovation, Southern Company and its  subsidiaries are inventing America's energy future by developing the full  portfolio of energy resources, including nuclear, 21st century coal, natural  gas, renewables and energy efficiency, and creating new products and services  for the benefit of customers. Southern Company has been named by the U.S.  Department of Defense and G.I. Jobs magazine as a top military  employer, listed by Black Enterprise magazine as one of the 40 Best Companies  for Diversity and designated a 2014 Top Employer for Hispanics by Hispanic  Network. The company earned the 2014 National Award of Nuclear Science and  History from the National Atomic Museum Foundation for its leadership and  commitment to nuclear development, and is continually ranked among the top  utilities in Fortune's annual World's Most Admired Electric and Gas  Utility rankings. Visit  

About AGL Resources 
  AGL  Resources (NYSE: GAS) is an Atlanta-based energy services holding company with  operations in natural gas distribution, retail operations, wholesale services  and midstream operations. AGL Resources serves approximately 4.5 million  utility customers through its regulated distribution subsidiaries in seven  states. The company also serves over one million retail customers through its  SouthStar Energy Services joint venture and Pivotal Home Solutions, which  market natural gas and related home services. Other non-utility businesses  include asset management for natural gas wholesale customers through Sequent  Energy Management and ownership and operation of natural gas storage  facilities. AGL Resources is a Fortune 500 company and a member of the S&P  500 Index. For more information, visit

Cautionary Statements Regarding Forward-Looking Information

This release contains  forward-looking statements which are made pursuant to safe harbor provisions of  the Private Securities Litigation Reform Act of 1995. These forward-looking  statements include statements, among other things, concerning the expected  timing of the completion of the proposed merger and the expected benefits  thereof. These forward-looking statements are often characterized by the use of  words such as "expect," "anticipate," "plan,"  "believe," "may," "should," "will,"  "could," "continue" and the negative or plural of these  words and other comparable terminology. Although Southern Company and AGL  Resources believe that the expectations reflected in such forward-looking  statements are reasonable, such statements involve risks and uncertainties and  undue reliance should not be placed on such statements. Certain material  factors or assumptions are applied in making forward-looking statements,  including, but not limited to, factors and assumptions regarding the items  outlined above. Actual results may differ materially from those expressed or  implied in such statements. Important factors that could cause actual results  to differ materially from these expectations include, among other things, the  following: the failure to receive, on a timely basis or otherwise, the required  approvals by government or regulatory agencies (including the terms of such  approvals); the possibility that long-term financing for the transaction may  not be put in place prior to the closing; the risk that a condition to closing  of the merger or the committed financing may not be satisfied; the possibility  that the anticipated benefits from the transaction cannot be fully realized or  may take longer to realize than expected; the possibility that costs related to  the integration of Southern Company and AGL Resources will be greater than  expected; the credit ratings of the combined company or its subsidiaries may be  different from what the parties expect; the ability to retain and hire key  personnel and maintain relationships with customers, suppliers or other  business partners; the diversion of management time on transaction-related  issues; the impact of legislative, regulatory and competitive changes; and  other risk factors relating to the energy industry, as detailed from time to  time in each of Southern Company's and AGL Resources' reports filed with the  Securities and Exchange Commission. There can be no assurance that the  transaction will in fact be consummated.

Additional  information about these factors and about the material factors or assumptions  underlying such forward-looking statements may be found in the body of this  release, as well as under Item 1.A in Southern Company's Annual Report on Form  10-K for the fiscal year ended December 31, 2014, Southern Company’s Quarterly  Report on Form 10-Q for the quarter ended September 30, 2015 and AGL Resources'  Annual Report on Form 10-K for the fiscal year ended December 31, 2015.  Southern Company and AGL Resources caution that the foregoing list of important  factors that may affect future results is not exhaustive. When relying on  forward-looking statements to make decisions with respect to Southern Company  and AGL Resources, investors and others should carefully consider the foregoing  factors and other uncertainties and potential events. All subsequent written  and oral forward-looking statements concerning the transaction or other matters  attributable to Southern Company or AGL Resources or any other person acting on  their behalf are expressly qualified in their entirety by the cautionary  statements referenced above. The forward-looking statements contained herein  speak only as of the date of this release. Neither Southern Company nor AGL  Resources undertakes any obligation to update or revise any forward-looking  statement, except as may be required by law.

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