Cautionary Statement

Cautionary Statement Regarding Forward-Looking Statements

Southern Company’s Annual Report contains forward-looking statements. Forward-looking statements include, among other things, statements concerning the potential and expected effects of the COVID-19 pandemic, regulated rates, the strategic goals for the business, customer and sales growth, economic conditions, cost recovery and other rate actions, projected equity ratios, current and proposed environmental regulations and related compliance plans and estimated expenditures, GHG emissions reduction goals, pending or potential litigation matters, access to sources of capital, projections for the qualified pension plans, postretirement benefit plans, and nuclear decommissioning trust fund contributions, financing activities, completion dates and costs of construction projects, matters related to the abandonment of the Kemper IGCC, completion of announced acquisitions, filings with state and federal regulatory authorities, federal and state income tax benefits, estimated sales and purchases under power sale and purchase agreements, and estimated construction plans and expenditures. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential,” or “continue” or the negative of these terms or other similar terminology. There are various factors that could cause actual results to differ materially from those suggested by the forward-looking statements; accordingly, there can be no assurance that such indicated results will be realized. These factors include:

  • the impact of recent and future federal and state regulatory changes, including tax, environmental, 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;
  • the potential effects of the continued COVID-19 pandemic;
  • the extent and timing of costs and legal requirements related to CCR;
  • current and future litigation or regulatory investigations, proceedings, or inquiries, including litigation and other disputes related to the Kemper County energy facility;
  • the effects, extent, and timing of the entry of additional competition in the markets in which Southern Company’s subsidiaries operate, including from the development and deployment of alternative energy sources;
  • variations in demand for electricity and natural gas;
  • available sources and costs of natural gas and other fuels;
  • the ability to complete necessary or desirable pipeline expansion or infrastructure projects, limits on pipeline capacity, and operational interruptions to natural gas distribution and transmission activities;
  • transmission constraints;
  • effects of inflation;
  • the ability to control costs and avoid cost and schedule overruns during the development, construction, and operation of facilities or other projects, including Plant Vogtle Units 3 and 4 (which includes components based on new technology that only within the last few years began initial operation in the global nuclear industry at this scale) and Plant Barry Unit 8, due to current and/or future challenges which include, but are not limited to, changes in labor costs, availability, and productivity; challenges with management of contractors or vendors; subcontractor performance; adverse weather conditions; shortages, delays, increased costs, or inconsistent quality of equipment, materials, and labor; contractor or supplier delay; delays due to judicial or regulatory action; nonperformance under construction, operating, or other agreements; operational readiness, including specialized operator training and required site safety programs; engineering or design problems or any remediation related thereto; design and other licensing-based compliance matters, including, for nuclear units, inspections and the timely submittal by Southern Nuclear of the ITAAC documentation for each unit and the related investigations, reviews, and approvals by the NRC necessary to support NRC authorization to load fuel; challenges with startup activities, including major equipment failure, or system integration; and/or operational performance; and challenges related to the COVID-19 pandemic;
  • the ability to overcome or mitigate the current challenges at Plant Vogtle Units 3 and 4, as described in Note 2 to the financial statements under “Georgia Power – Nuclear Construction,” that could further impact the cost and schedule for the project;
  • legal proceedings and regulatory approvals and actions related to construction projects, such as Plant Vogtle Units 3 and 4 and Plant Barry Unit 8, including PSC approvals and FERC and NRC actions;
  • under certain specified circumstances, a decision by holders of more than 10% of the ownership interests of Plant Vogtle Units 3 and 4 not to proceed with construction and the ability of other Vogtle Owners to tender a portion of their ownership interests to Georgia Power following certain construction cost increases;
  • in the event Georgia Power becomes obligated to provide funding to MEAG Power with respect to the portion of MEAG Power’s ownership interest in Plant Vogtle Units 3 and 4 involving JEA, any inability of Georgia Power to receive repayment of such funding;
  • the ability to construct facilities in accordance with the requirements of permits and licenses (including satisfaction of NRC requirements), 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 the employee and retiree benefit plans and nuclear decommissioning trust funds;
  • advances in technology, including the pace and extent of development of low- to no-carbon energy technologies and negative carbon concepts;
  • performance of counterparties under ongoing renewable energy partnerships and development agreements;
  • state and federal rate regulations and the impact of pending and future rate cases and negotiations, including rate actions relating to ROE, equity ratios, additional generating capacity, and fuel and other cost recovery mechanisms;
  • the ability to successfully operate the electric utilities’ generating, transmission, and distribution facilities, Southern Power’s generation 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;
  • 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 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 physical attack and the threat of physical attacks;
  • interest rate fluctuations and financial market conditions and the results of financing efforts;
  • access to capital markets and other financing sources;
  • changes in Southern Company’s and any of its subsidiaries’ credit ratings;
  • the replacement of LIBOR with an alternative reference rate;
  • 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, tornadoes, hurricanes and other storms, droughts, pandemic health events, political unrest, 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;
  • impairments of goodwill or long-lived assets;
  • the effect of accounting pronouncements issued periodically by standard-setting bodies; and
  • other factors discussed elsewhere herein and in other reports filed by the Registrants from time to time with the SEC.

Southern Company expressly disclaims any obligation to update any forward-looking statements.

Available Information

Southern Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (Form 10-K), as well as other documents filed by Southern Company pursuant to the Securities Exchange Act of 1934, as amended, are available electronically at http://www.sec.gov.

A copy of the Form 10-K as filed with the Securities and Exchange Commission will be provided without charge upon written request to the office of the Corporate Secretary. Requests for copies should be directed to the Corporate Secretary, 30 Ivan Allen Jr. Blvd., N.W., Atlanta, GA 30308.

The “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein generally discusses 2021 and 2020 items and year-to-year comparisons between 2021 and 2020. Discussions of 2019 items and year-to-year comparisons between 2020 and 2019 that are not included in this Annual Report can be found in Item 7 of Southern Company’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 17, 2021.