GEORGIA POWER CO (Form: 8-K, Received: 07/21/2017 08:28:21)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)	July 20, 2017



Commission File Number	Registrant, State of Incorporation, Address and Telephone Number	I.R.S. Employer Identification No.

1-6468	Georgia Power Company (A Georgia Corporation) 241 Ralph McGill Boulevard, N.E. Atlanta, Georgia 30308 (404) 506-6526	58-0257110

The name and address of the registrant have not changed since the last report.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

The information related to the Interim Assessment Agreement (as defined herein) is incorporated by reference into this Item 1.01.

Item 8.01. Other Events.

See MANAGEMENT’S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - “Retail Regulatory Matters - Nuclear Construction” of Georgia Power Company (“Georgia Power”) in Item 7 and Note 3 to the financial statements of Georgia Power under “Retail Regulatory Matters - Nuclear Construction” in Item 8 of Georgia Power’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “Form 10-K”). See also MANAGEMENT’S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL - “Retail Regulatory Matters - Nuclear Construction” of Georgia Power and Note (B) to the Condensed Financial Statements under “Retail Regulatory Matters - Georgia Power - Nuclear Construction” in Georgia Power’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (the “Form 10-Q”) for additional information regarding (1) the two new nuclear generating units under construction at Plant Vogtle (“Plant Vogtle Units 3 and 4”), including the agreement among Georgia Power, acting for itself and as agent for Oglethorpe Power Corporation, 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 “Vogtle Owners”), and a consortium consisting of Westinghouse Electric Company LLC (“Westinghouse”) and WECTEC Global Project Services Inc. (“WECTEC” and, together with Westinghouse, the “EPC Contractor”), under which the EPC Contractor agreed to design, engineer, procure, construct, and test two AP1000 nuclear generating units and related facilities at Plant Vogtle (the

“Vogtle 3 and 4 Agreement”); (2) the filing, by each of Westinghouse and WECTEC, for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code; and (3) Georgia Power’s entry into an Interim Assessment Agreement (the “Interim Assessment Agreement”), on behalf of itself and as agent for the other Vogtle Owners, with the EPC Contractor and WECTEC Staffing Services LLC (“WECTEC Staffing”).

On July 20, 2017, Georgia Power (for itself and as agent for the other Vogtle Owners) and Westinghouse and WECTEC entered into an amendment and restatement of the Services Agreement dated June 9, 2017 (as amended and restated, the “Services Agreement”). The amendment and restatement did not make any material modifications to the Services Agreement.

On July 20, 2017, the bankruptcy court in the EPC Contractor’s bankruptcy proceeding approved the Services Agreement and the rejection of the Vogtle 3 and 4 Agreement, upon the effectiveness of the Services Agreement. The remaining condition to effectiveness of the Services Agreement is approval by the U.S. Department of Energy (the “DOE”).

On July 20, 2017, Georgia Power (for itself and as agent for the other Vogtle Owners), the EPC Contractor, and WECTEC Staffing entered into an eighth amendment to the Interim Assessment Agreement solely to extend the term of the Interim Assessment Agreement through the earliest of (i) the date the Services Agreement becomes effective pursuant to its terms; (ii) July 27, 2017; and (iii) termination of the Interim Assessment Agreement by any party upon five business days’ notice. The other terms of the Interim Assessment Agreement remain unchanged. The extension of the term of the Interim Assessment Agreement is intended to provide additional time to obtain DOE approval of the Services Agreement.

The ultimate outcome of these matters cannot be determined at this time.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



10.1	Amendment No. 8, dated as of July 20, 2017, to Interim Assessment Agreement dated as of March 29, 2017, by and among Georgia Power, for itself and as agent for the other Vogtle Owners, and Westinghouse, WECTEC Staffing, and WECTEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Date: July 21, 2017	GEORGIA POWER COMPANY
	By	/s/Melissa K. Caen
		Melissa K. Caen Assistant Secretary

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 8 TO INTERIM ASSESSMENT AGREEMENT

This eighth amendment (this “Amendment”) to the Interim Assessment Agreement dated as of March 29, 2017 (as amended, the “ Interim Assessment Agreement ”), ¹ by and among Georgia Power Company, for itself and as agent for Oglethorpe Power Corporation, Municipal Electric Authority of Georgia and The City of Dalton, Georgia, acting by and through its Board of Water, Light and Sinking Fund Commissioners (collectively, “ GPC ”), and Westinghouse Electric Company LLC, WECTEC Staffing Services LLC, and WECTEC Global Project Services, Inc. f/k/a Stone and Webster (collectively, the “ Debtors ” and, together with GPC, the “ Parties ”), is entered into as of the 20th day of July, 2017.

RECITALS

WHEREAS, as of March 29, 2017, GPC and the Debtors entered into the Interim Assessment Agreement to set forth the relative rights and obligations of the Parties with respect to the Vogtle Project during the Interim Assessment Period; and

WHEREAS, on March 30, 2017, the Bankruptcy Court entered an order (D.I. 68) in the Debtors’ bankruptcy cases permitting them to enter into and perform under the Interim Assessment Agreement; and

WHEREAS, section 2 of the Interim Assessment Agreement permits the Interim Assessment Period to be extended by agreement of all of the Parties; and

WHEREAS, on April 28, 2017, May 12, 2017, June 3, 2017, June 5, 2017, June 9, 2017, June 22, 2017, and June 28, 2017, the Parties entered into Amendment No. 1, Amendment No. 2,

________________________________

¹ Capitalized terms not otherwise defined herein have the meanings given to them in the Interim Assessment Agreement.

Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, and Amendment No. 7, respectively, to the Interim Assessment Agreement pursuant to which the Parties amended the Interim Assessment Agreement to, among other things, extend the Interim Assessment Period; and

WHEREAS the Parties desire to amend the Interim Assessment Agreement to further extend the Interim Assessment Period.

AGREEMENT

NOW THEREFORE, in consideration of the recitals, the Parties, each intending to be legally bound hereby, agree to amend the Interim Assessment Agreement as follows:

1. Paragraph 2 of the Interim Assessment Agreement shall be deleted and replaced in its entirety to read as follows: “This Agreement shall extend from the Effective Date to and through the earlier of (a) July 27, 2017 at 5:00 p.m. (Eastern Time), (b) the effective date of that certain Amended and Restated Services Agreement, entered into amongst the Parties, and (c) termination of the Interim Assessment Agreement by any Party upon five (5) business days’ notice (the “ Interim Assessment Period ”). The Interim Assessment Period may be extended by agreement of all the Parties.”

2. This Amendment shall be construed in connection with and as part of the Interim Assessment Agreement, and all terms, conditions, and covenants contained in the Interim Assessment Agreement, except as herein modified, shall be and shall remain in full force and effect. The Parties hereto agree that they are bound by the terms, conditions, and covenants of the Interim Assessment Agreement as amended hereby.

3. The Parties hereto agree that the terms of this Amendment shall be deemed effective as of the date hereof.

4. This Amendment may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

5. This Amendment shall be governed by the laws of the State of New York, without regard to the application of New York’s conflict of law principles. Each Party consents to the exclusive jurisdiction of the Bankruptcy Court to resolve any dispute arising out of or relating to this Amendment.

6. Except as expressly provided for in this Amendment, the Interim Assessment Agreement remains unchanged.

IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the date first above written.



GEORGIA POWER COMPANY, FOR ITSELF AND AS AGENT FOR OGLETHORPE POWER CORPORATION, MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA AND THE CITY OF DALTON, GEORGIA, ACTING BY AND THROUGH ITS BOARD OF WATER, LIGHT AND SINKING FUND COMMISSIONERS By: /s/Chris Cummiskey Date: July 20, 2017	WESTINGHOUSE ELECTRIC COMPANY, LLC B y: /s/David C. Durham Date: July 20, 2017

	WECTEC GLOBAL PROJECT SERVICES, INC. By: /s/ David C. Durham Date: July 20, 2017

	WECTEC STAFFING SERVICES LLC By: /s/ David C. Durham Date: July 20, 2017