Vogtle Units No. 3 and No. 4 Construction Project | Vogtle Units No. 3 and No. 4 Construction Project. We, Georgia Power, the Municipal Electric Authority of Georgia, and the City of Dalton, Georgia, acting by and through its Board of Water, Light and Sinking Fund Commissioners, doing business as Dalton Utilities (collectively, the Co-owners) are parties to an Ownership Participation Agreement that, along with other agreements, governs our participation in two additional nuclear units under construction at Plant Vogtle, Units No. 3 and No. 4. The Co-owners appointed Georgia Power to act as agent under this agreement. Our ownership interest and proportionate share of the cost to construct these units is 30%. Pursuant to this agreement, Georgia Power has designated Southern Nuclear Operating Company, Inc. as its agent for licensing, engineering, procurement, contract management, construction and pre-operation services. In 2008, Georgia Power, acting for itself and as agent for the Co-owners, entered into an Engineering, Procurement and Construction Agreement (the EPC Agreement) with Westinghouse Electric Company LLC and Stone & Webster, Inc., which was subsequently acquired by Westinghouse and changed its name to WECTEC Global Project Services Inc. (collectively, Westinghouse). Pursuant to the EPC Agreement, Westinghouse agreed to design, engineer, procure, construct and test two 1,100 megawatt nuclear units using the Westinghouse AP1000 technology and related facilities at Plant Vogtle. Until March 2017, construction on Units No. 3 and No. 4 continued under the substantially fixed price EPC Agreement. In March 2017, Westinghouse filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code. Effective in July 2017, Georgia Power, acting for itself and as agent for the other Co-owners, and Westinghouse entered into a services agreement (the Services Agreement), pursuant to which Westinghouse is providing facility design and engineering services, procurement and technical support and staff augmentation on a time and materials cost basis. The Services Agreement provides that it will continue until the start-up and testing of Vogtle Units No. 3 and No. 4 is complete and electricity is generated and sold from both units. The Services Agreement is terminable by the Co-owners upon 30 days' written notice. In October 2017, Georgia Power, acting for itself and as agent for the other Co-owners, entered into a construction completion agreement with Bechtel Power Corporation, pursuant to which Bechtel serves as the primary contractor for the remaining construction activities for Vogtle Units No. 3 and No. 4 (the Bechtel Agreement). The Bechtel Agreement is a cost reimbursable plus fee arrangement, whereby Bechtel is reimbursed for actual costs plus a base fee and an at-risk fee, which is subject to adjustment based on Bechtel's performance against cost and schedule targets. Each Co-owner is severally, and not jointly, liable for its proportionate share, based on its ownership interest, of all amounts owed to Bechtel under the Bechtel Agreement. The Co-owners may terminate the Bechtel Agreement at any time for their convenience, provided that the Co-owners will be required to pay amounts related to work performed prior to the termination (including the applicable portion of the base fee), certain termination-related costs and, at certain stages of the work, the applicable portion of the at-risk fee. Bechtel may terminate the Bechtel Agreement under certain circumstances, including certain Co-owner suspensions of work, certain breaches of the Bechtel Agreement by the Co-owners, Co-owner insolvency and certain other events. At September 30, 2021, our total investment for our 30% interest in the additional Vogtle units was approximately $6.8 billion. We and some of our members have implemented various rate management programs to lessen the impact on rates when Vogtle Units No. 3 and No. 4 reach commercial operation. As part of its ongoing processes, Southern Nuclear continues to evaluate cost and schedule forecasts on a regular basis to incorporate current information available, particularly in the areas of engineering support, commodity installation, system turnovers and related test results, and workforce statistics. In mid-March 2020, Southern Nuclear began implementing policies and procedures designed to mitigate the risk of transmission of COVID-19 at the construction site, including worker distancing measures, isolating individuals who tested positive for COVID-19, showed symptoms consistent with COVID-19, were being tested for COVID-19, or were in close contact with such persons, requiring self-quarantine, and adopting additional precautionary measures. Since March 2020, the number of active cases of COVID-19 at the site has fluctuated and impacted productivity levels and pace of activity completion. As a result, the project has faced challenges, including, but not limited to, higher than expected absenteeism; overall construction and subcontractor labor productivity; system turnover and testing activities; and electrical equipment and commodity installation. In 2021, Southern Nuclear has been performing additional construction remediation work necessary to ensure quality and design standards are met as system turnovers are completed to support hot functional testing, which was completed in July 2021, and fuel load for Unit No. 3. As a result of challenges including, but not limited to, construction productivity, construction remediation work, the pace of system turnovers, spent fuel pool repairs, and the timeframe and duration for hot functional testing and other testing, at the end of the second quarter 2021, Southern Nuclear further extended certain milestone dates. Through the third quarter 2021, the project continued to face challenges including, but not limited to, construction productivity, construction remediation work, and the pace of system turnovers and Georgia Power has disclosed that it projects an in-service date for Unit No. 3 in the third quarter of 2022. Our current budget reflects our expectation of an in-service date for Unit No. 3 in September 2022. As a result of productivity challenges, at the end of the second quarter 2021 Southern Nuclear also further extended milestone dates for Unit No. 4. Those productivity challenges continued into the third quarter and, in addition, some craft and support resources were diverted temporarily to support construction efforts on Unit No. 3. The in-service date for Unit No. 4 primarily depends on overall construction productivity as well as appropriate levels of craft laborers, particularly electrical and pipefitter craft labor, being added and maintained. Georgia Power has disclosed that it projects an in-service date for Unit No. 4 in second quarter 2023. Our current budget anticipates an in-service date for Unit No. 4 in June 2023. During the fourth quarter of 2020, Georgia Power established $375 million of additional contingency (of which our 30% share was $112.5 million). At March 31, 2021, Georgia Power assigned approximately $183 million (of which our 30% interest was $55 million) of that construction contingency to the base capital cost forecast for costs primarily associated with the schedule extension for Unit No. 3 to December 2021, construction productivity, support resources and construction remediation work. During the first quarter of 2021, Georgia Power also established an additional $106 million of construction contingency (of which our 30% share was $32 million). At June 30, 2021, the remaining previously established project-level contingency of approximately $300 million (of which our 30% interest was $90 million) and an additional $746 million (of which our 30% interest was $224 million) was assigned to the base capital cost forecast for costs primarily associated with the schedule extensions for Units No. 3 and No. 4, construction remediation work for Unit No. 3, and construction productivity and support resources for Units No. 3 and No. 4. At June 30, 2021, Georgia Power also established an additional $260 million of construction contingency (of which our 30% interest was $78 million) to replenish the project-level construction contingency. Considering the factors above, during the third quarter 2021, the construction contingency established in the second quarter and an additional $278 million (of which our 30% share was $83 million) was assigned to the base capital cost forecast for costs primarily associated with the schedule extensions for Units No. 3 and No. 4, construction productivity and support resources for Units No. 3 and No. 4, and construction remediation work for Unit No. 3. At September 30, 2021, Georgia Power added $300 million (of which our 30% interest is $90 million) to replenish construction contingency. Georgia Power has stated its expectation to allocate the remainder of this project-level contingency by completion of the project. In addition, the continuing effects of the COVID-19 pandemic could further disrupt or delay construction, testing, supervisory, and support activities at Vogtle Units No. 3 and No. 4. The incremental cost associated with COVID-19 mitigation actions and impacts on construction productivity is currently estimated by Georgia Power to be between $350 million and $438 million (of which our 30% interest is $105 million to $131 million) and is included in the project budget. Our budget for our 30% ownership interest in Vogtle Units No. 3 and No. 4, which includes capital costs, allowance for funds used during construction, our allocation of the project-level contingency and a separate Oglethorpe-level contingency, is $8.25 billion and is based on commercial operation dates of September 2022 and June 2023 for Units No. 3 and No. 4, respectively. The project-level contingency is separate and in addition to our Oglethorpe-level contingency. The Oglethorpe-level contingency, which we have carried at various levels since the beginning of the project, provides additional margin to cover potential cost, schedule, and financing risks associated with our share of the project which may not be covered by project-level contingencies. As construction progresses, the Oglethorpe-level contingency may continue to fluctuate as it represents the difference between known project-level costs and contingencies and our total budget of $8.25 billion. At the end of the project, if there is remaining Oglethorpe-level contingency, we will adjust our project budget to remove this contingency and bill our members based on the actual project costs. The table below shows our project budget and actual costs through September 30, 2021 for our 30% interest in the project. (in millions) Project Budget Actual Costs at September 30, 2021 Remaining Project Budget Construction Costs (1) $ 6,140 $ 5,342 $ 798 Financing Costs 1,778 1,443 335 Total Costs $ 7,918 $ 6,785 $ 1,133 Project-Level Contingency $ 90 $ — $ 90 Oglethorpe-Level Contingency 242 — 242 Total Contingency $ 332 $ — $ 332 Totals $ 8,250 $ 6,785 $ 1,465 (1) Construction costs are net of $1.1 billion received from Toshiba Corporation under a Guarantee Settlement Agreement. The Oglethorpe-level contingency in our current budget is expected to be sufficient to cover a few months of additional delays beyond our assumed in-service dates of September 2022 and June 2023 for Unit No. 3 and Unit No. 4, respectively, such as a three-month delay on Unit No. 4 from June 2023 to September 2023. Any further delays are expected to impact our cost by approximately $55 million per month for both units and approximately $25 million per month for Unit No. 4 only, including financing costs. As construction, including subcontract work, continues and testing and system turnover activities increase, risks remain that ongoing or future challenges with management of contractors and vendors; subcontractor performance; supervision of craft labor and related productivity, particularly in the installation of electrical, mechanical, and instrumentation and controls commodities, ability to attract and retain craft labor, and/or related cost escalation; procurement, fabrication, delivery, assembly, installation, system turnover, and the initial testing and start-up, including any required engineering changes or any remediation related thereto, of plant systems, structures or components (some of which are based on new technology that only within the last few years began initial operation in the global nuclear industry at this scale), including the spent fuel pools, any of which may require additional labor and/or materials; or other issues could arise and further impact the projected schedule and estimated cost. There have been technical and procedural challenges to the construction and licensing of Vogtle Units No. 3 and No. 4 at the federal and state level and additional challenges may arise. Processes are in place that are designed to ensure compliance with the requirements specified in the Westinghouse Design Control Document and the combined construction and operating licenses, including inspections by Southern Nuclear and the Nuclear Regulatory Commission that occur throughout construction. In connection with the additional construction remediation work described above, Southern Nuclear reviewed the project’s construction quality programs and, where needed, is implementing improvement plans consistent with these processes. In June 2021, the Nuclear Regulatory Commission began a special inspection to review the root cause of this additional construction remediation work and the corresponding corrective action plans. On August 26, 2021, the Nuclear Regulatory Commission made preliminary findings of two apparent violations of Nuclear Regulatory Commission regulations, one of low to moderate safety significance, and the other of greater than very low safety significance. The Nuclear Regulatory Commission also made a finding of very low safety significance related to a non-cited violation of its regulations. The Nuclear Regulatory Commission stated that the apparent nonconformances associated with these findings do not represent an immediate safety concern because Unit No. 3 construction is still underway and issues implicating inspections, tests, analyses, and acceptance criteria must be resolved prior to loading nuclear fuel into the Unit No. 3 reactor. Findings from this or other inspections could require additional remediation and/or further Nuclear Regulatory Commission oversight and may impact the projected in-service dates. In addition, certain license amendment requests have been filed and approved or are pending before the Nuclear Regulatory Commission. Various design and other licensing-based compliance matters, including the timely submittal by Southern Nuclear of the inspections, tests, analyses, and acceptance criteria documentation for each unit and the related reviews and approvals by the Nuclear Regulatory Commission necessary to support authorization to load fuel, have arisen or may arise, which may result in additional license amendments or require other resolution. If any license amendment requests or other licensing-based compliance issues, including inspections, tests, analyses, and acceptance criteria, are not resolved in a timely manner, there may be further delays in the project schedule that could result in increased costs to the Co-owners. In November 2017, the Co-owners entered into an amendment to their joint ownership agreements for Vogtle Units No. 3 and No. 4 to provide for, among other conditions, additional Co-owner approval requirements. These joint ownership agreements, including the Co-owner approval requirements, were subsequently amended, effective August 31, 2018. As described below, certain provisions of the Joint Ownership Agreements were modified further on September 26, 2018 by the Term Sheet that was memorialized on February 18, 2019 when the Co-owners entered into certain amendments (the Global Amendments) to the Joint Ownership Agreements (as amended, the Joint Ownership Agreements). As a result of an increase in the total project capital cost forecast and Georgia Power’s decision not to seek recovery of its allocation of the increase in the base capital costs and the increased construction budget in connection with Georgia Power’s nineteenth Vogtle construction monitoring (VCM) report in 2018, the holders of at least 90% of the ownership interests in Vogtle Units No. 3 and No. 4 were required to vote to continue construction. In September 2018, the Co-owners unanimously voted to continue construction of Vogtle Units No. 3 and No. 4. In connection with the September 2018 vote to continue construction, Georgia Power entered into a binding term sheet with the other Co-owners and MEAG’s wholly-owned subsidiaries MEAG Power SPVJ, LLC, MEAG Power SPVM, LLC, and MEAG Power SPVP, LLC that mitigated certain financial exposure for the other Co-owners and offered to purchase production tax credits from each of the other Co-Owners, at that Co-owner’s option (the Term Sheet). On February 18, 2019, the Co-owners entered into the Global Amendments to memorialize the provisions of the Term Sheet. Pursuant to the Global Amendments and consistent with the Term Sheet, the Joint Ownership Agreements provide that: • each Co-owner is obligated to pay its proportionate share of construction costs for Vogtle Units No. 3 and No. 4 based on its ownership interest up to (i) the estimated cost at completion ("EAC") for Vogtle Units No. 3 and No. 4 which formed the basis of Georgia Power's forecast of $8.4 billion in Georgia Power's nineteenth VCM report filed with the Georgia Public Service Commission plus (ii) $800 million of additional construction costs; • Georgia Power will be responsible for 55.7% of construction costs, subject to exceptions such as costs that are a result of a Force Majeure Event, that exceed the EAC in the nineteenth VCM report by $800 million to $1.6 billion (resulting in up to $80 million of potential additional costs to Georgia Power which would save Oglethorpe up to $44 million), with the remaining Co-owners responsible for 44.3% of such costs pro rata in accordance with their respective ownership interests (equal to 24.5% for our 30% ownership interest); and • Georgia Power will be responsible for 65.7% of construction costs, subject to exceptions such as costs that are a result of a Force Majeure Event, that exceed the EAC in the nineteenth VCM report by $1.6 billion to $2.1 billion (resulting in up to a further $100 million of potential additional costs to Georgia Power which would save Oglethorpe up to an additional $55 million), with the remaining Co-owners responsible for 34.3% of such costs pro rata in accordance with their respective ownership interests (equal to 19.0% for our 30% ownership interest). If the EAC is revised and exceeds the EAC in the nineteenth VCM report by more than $2.1 billion, each of the Co-owners, other than Georgia Power, will have a one-time option to be exercised between 120 and 180 days following the date the revised construction budget is voted on by the Co-owners to tender a portion of its ownership interest to Georgia Power in exchange for Georgia Power’s agreement to pay 100% of such Co-owner’s remaining share of construction costs in excess of the EAC in the nineteenth VCM report plus $2.1 billion. In this event, Georgia Power would have the option of cancelling the project in lieu of purchasing a portion of the ownership interest of any other Co-owner. If Georgia Power accepts the offer to purchase a portion of another Co-owner’s ownership interest in Vogtle Units No. 3 and No. 4, the ownership interest to be conveyed from the tendering Co-owner to Georgia Power will be calculated based on the proportion of the cumulative amount of construction costs paid by each such tendering Co-owner and by Georgia Power as of the commercial operation date of Vogtle Unit No. 4. For purposes of this calculation, payments made by Georgia Power on behalf of another Co-owner in accordance with the second and third bullets above will be treated as payments made by the applicable Co-owner. This option to tender a portion of our interest to Georgia Power upon such a budget increase would allow us to freeze our construction budget associated with the Vogtle project in exchange for a portion of our 30% ownership interest. Georgia Power and the other Co-owners do not agree on (i) the starting dollar amount for each Co-owner’s option to tender a portion of its ownership interest to Georgia Power under the freeze provision of the Global Amendments or (ii) the starting dollar amount and extent to which costs that are the result of a Force Majeure Event (such as COVID-19) impact the calculation of the cost-sharing provisions of the Global Amendments. The nineteenth VCM report total project cost is $17.1 billion (which excludes non-shareable costs) as reflected in numerous Georgia Public Service Commission filings. At September 30, 2021, budget increases since the nineteenth VCM have reached $2.4 billion for all Co-owners. As a result of these increases, we believe that the tender option will be triggered at the next Co-owner construction budget vote scheduled for February 2022 and that Georgia Power’s obligation to contribute dollars to the Co-owners under the cost-sharing provisions will commence as early as the first half of 2022. Georgia Power and the other Co-owners recently clarified the process for the freeze provision to provide for a decision between 120 and 180 days after the tender option is triggered which will provide additional time to resolve these matters. |