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July 1, 2016

Southern Company and AGL Resources complete merger, create a leading U.S. energy company

ATLANTA, July 1, 2016 - Southern Company (NYSE: SO) and AGL Resources today announced the completion of a merger creating one of America's leading energy providers.

"This merger brings together two utilities recognized for outstanding reliability, world-class customer service and a commitment to inventing America's energy future," said Southern Company Chairman, President and CEO Thomas A. Fanning. "The strategic combination of industry leaders with similar business models and values enhances our ability to serve customers and communities as we together deliver tomorrow's energy solutions."

AGL Resources has become a wholly owned subsidiary of Southern Company, which now has 11 electric and natural gas utilities with operations across the U.S. The addition of AGL Resources' network of natural gas assets and businesses provides a broader, more robust platform for long-term success.

"Southern Company is now positioned to deliver even greater customer and shareholder value by playing offense in developing the infrastructure necessary to meet America's growing demand for natural gas," said Fanning.

Southern Company is now the second-largest utility company in the U.S. in terms of customer base with:

  • Eleven regulated electric and natural gas distribution companies providing service to approximately 9 million customers with a projected regulated rate base of approximately $50 billion;
  • Operations of nearly 200,000 miles of electric transmission and distribution lines and more than 80,000 miles of natural gas pipelines; and
  • Generating capacity of approximately 44,000 megawatts.

The combined company serves utility customers in nine states — Alabama, Florida, Georgia, Illinois, Maryland, Mississippi, New Jersey, Tennessee and Virginia — and has wholesale electricity generation and natural gas services, retail energy services and natural gas storage operations across the U.S.

"AGL Resources is delighted to be a part of the Southern Company family," said AGL Resources President and CEO Andrew W. Evans. "Together, we will make our employees, our customers, our investors and our neighbors proud to be connected with us. Our collective determination to support and improve the communities where we do business will only be enhanced as we move forward together as one company. Clearly, this merger is a logical fit for both companies."

For customers, this combination is expected to help the Southern Company system better meet their energy needs over time by improving current and future energy infrastructure development. For communities, it provides for the expansion of the company's customer-focused business model. And for investors, this merger creates a unique platform that is well-positioned to compete for growth across the energy value chain.

Under the terms of the agreement, on July 1, each share of AGL Resources common stock was canceled and converted into the right to receive $66.00 in cash, for a total purchase price of approximately $8 billion. AGL Resources common stock will cease trading on the New York Stock Exchange immediately prior to market open on July 1. Additional information for AGL Resources shareholders can be found at investor.southerncompany.com.

As is the case with Southern Company's other operating subsidiaries, AGL Resources will continue to maintain its own management team, board of directors and corporate headquarters, located in Atlanta. Customers will continue to be served by their current gas and electric utility companies.

Citigroup Global Markets Inc. served as the exclusive financial advisor and Jones Day, Gibson Dunn & Crutcher LLP and Troutman Sanders LLP served as legal counsel to Southern Company. Goldman, Sachs & Co. served as the exclusive financial advisor and Cravath, Swaine & Moore LLP served as legal counsel to AGL Resources.

About Southern Company

Southern Company (NYSE: SO) is America's premier energy company, with 44,000 megawatts of generating capacity and 1,500 billion cubic feet of combined natural gas consumption and throughput volume serving 9 million electric and gas utility customers through its subsidiaries. The company provides clean, safe, reliable and affordable energy through electric utilities in four states, natural gas distribution utilities in seven states, a competitive generation company serving wholesale customers across America and a nationally recognized provider of customized energy solutions, 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 carbon-free 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, recognized among the Top 50 Companies for Diversity by DiversityInc, listed by Black Enterprise magazine as one of the 40 Best Companies for Diversity and designated a Top Employer for Hispanics by Hispanic Network. The company has earned a 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 our website at www.southerncompany.com.

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