0000041091-13-000002.txt : 20130228 0000041091-13-000002.hdr.sgml : 20130228 20130228171140 ACCESSION NUMBER: 0000041091-13-000002 CONFORMED SUBMISSION TYPE: S-3ASR PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20130228 DATE AS OF CHANGE: 20130228 EFFECTIVENESS DATE: 20130228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEORGIA POWER CO CENTRAL INDEX KEY: 0000041091 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 580257110 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-186969 FILM NUMBER: 13653394 BUSINESS ADDRESS: STREET 1: 241 RALPH MCGILL BOULEVARD CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4045066526 MAIL ADDRESS: STREET 1: 241 RALPH MCGILL BOULEVARD CITY: ATLANTA STATE: GA ZIP: 30308 S-3ASR 1 gapowerforms-32013.htm S-3ASR GA Power Form S-3 2013

As filed with the Securities and Exchange Commission on February 28, 2013.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________________________
Georgia Power Company
 (Exact name of registrant as
specified in its charter)
 
Georgia
 (State or other jurisdiction of
incorporation or organization)
 
58-0257110
 (I.R.S. Employer
Identification No.)
 
 
241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia 30308-3374
(404) 506-6526
(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)
________________________________________________
THOMAS P. BISHOP
Senior Vice President, General Counsel and Corporate Secretary
Georgia Power Company
241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia 30308-3374
(404) 506-6526
(Name, address, including zip code, and telephone number, including area code, of agent for service)
________________________________________________
The Commission is requested to mail signed copies of all orders, notices and communications to:
ART P. BEATTIE
Executive Vice President and
Chief Financial Officer
THE SOUTHERN COMPANY
30 Ivan Allen Jr. Blvd., N.W.
Atlanta, Georgia 30308
 
MELISSA K. CAEN
Vice President, Associate General Counsel
and Corporate Secretary
SOUTHERN COMPANY SERVICES, INC.
30 Ivan Allen Jr. Blvd., N.W.
Atlanta, Georgia 30308
 
ERIC A. KOONTZ
TROUTMAN SANDERS LLP
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia 30308-2216
________________________________________________
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  ý
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o             
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o             
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ý
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).
Large accelerated filer o
 
Accelerated filer o
Non-accelerated filer x
(Do not check if a smaller reporting company)
 
Smaller reporting company o
________________________________________________
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered 
 
 
Amount
to be
Registered(1)
 
 
Proposed Maximum
Offering Price
Per Unit(1)
 
 
Proposed Maximum
Aggregate Offering
Price(1)
 
 
Amount of
Registration
Fee(2)
Georgia Power Company Class A Preferred Stock
 
 
 
 
 
 
 
 
 
 
 
 
Georgia Power Company Preference Stock
 
 
 
 
 
 
 
 
 
 
 
 
Depositary Preference Shares, each representing a fraction of a share of Preference Stock
 
 
 
 
 
 
 
 
 
 
 
 
Georgia Power Company Senior Notes
 
 
 
 
 
 
 
 
 
 
 
 
Georgia Power Company Junior Subordinated Notes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
There are being registered hereunder such presently indeterminate number of Class A Preferred Stock, Preference Stock and Depositary Preference Shares of Georgia Power Company and such presently indeterminate principal amount of Senior Notes and Junior Subordinated Notes of Georgia Power Company as may from time to time be issued at indeterminable prices.
(2)
In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of all the registration fee.



PROSPECTUS
Georgia Power Company
Class A Preferred Stock
Preference Stock
Depositary Preference Shares,
each representing a fraction of a share
of Preference Stock
Senior Notes
Junior Subordinated Notes
______________________________________________________________________

Georgia Power Company will provide the specific terms of these securities in supplements to this Prospectus. You should read this Prospectus and the applicable Prospectus Supplement carefully before you invest.
See “Risk Factors” on page 2 for information on certain risks related to the purchase of these securities offered by this Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
______________________________________________________________________




















February 28, 2013



ABOUT THIS PROSPECTUS
This Prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “Commission”) using a “shelf” registration process under the Securities Act of 1933, as amended (the “1933 Act”). Under the shelf process, Georgia Power Company (the “Company”) may sell, in one or more transactions,
•shares of Class A preferred stock (the “new Stock”),
•shares of preference stock (the “Preference Stock”),
•
depositary preference shares, each representing a fraction of a share of Preference Stock (the “Depositary Shares”),
•senior notes (the “Senior Notes”), or
•junior subordinated notes (the “Junior Subordinated Notes”).
This Prospectus provides a general description of those securities. Each time the Company sells securities, the Company will provide a prospectus supplement that will contain specific information about the terms of that offering (“Prospectus Supplement”). The Prospectus Supplement may also add, update or change information contained in this Prospectus. You should read this Prospectus and the applicable Prospectus Supplement together with the additional information under the heading “Available Information.”
RISK FACTORS
Investing in the Company’s securities involves risk. Please see the risk factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, which is incorporated by reference in this Prospectus. Before making an investment decision, you should carefully consider these risks as well as other information contained or incorporated by reference in this Prospectus. The risks and uncertainties described are not the only ones facing the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial may also impair its business operations, its financial results and the value of its securities.
AVAILABLE INFORMATION
The Company has filed with the Commission a registration statement on Form S-3 (the “Registration Statement,” which term encompasses any amendments to the Registration Statement and exhibits to the Registration Statement) under the 1933 Act. As permitted by the rules and regulations of the Commission, this Prospectus does not contain all of the information set forth in the Registration Statement and the exhibits and schedules to the Registration Statement, to which reference is made.
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and in accordance with the 1934 Act files reports, information statements and other information with the Commission. Such reports and other information can be inspected and copied at the Public Reference Room of the Commission at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. The Commission maintains a website that contains reports, proxy and information statements and other information regarding registrants including the Company that file electronically at http://www.sec.gov. Certain of the Company's outstanding securities are listed on the New York Stock Exchange, and reports and other material concerning the Company can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 has been filed with the Commission pursuant to the 1934 Act and is incorporated in this Prospectus by reference and made a part of this Prospectus.All documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this Prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference in this Prospectus and made a part of this Prospectus from the date of filing of such documents; provided, however, that the Company is not incorporating any information furnished under Items 2.02 or 7.01 of any Current Report on Form 8-K unless specifically stated otherwise. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement

2

contained in this Prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, on the written or oral request of any such person, a copy of any or all documents incorporated by reference in this Prospectus (other than the exhibits to such documents unless such exhibits are specifically incorporated by reference in this Prospectus). Such requests should be directed to Thomas P. Bishop, Senior Vice President, General Counsel and Corporate Secretary, Georgia Power Company, 241 Ralph McGill Boulevard, N.E., Atlanta, Georgia 30308-3374, telephone: (404) 506-6526.
GEORGIA POWER COMPANY
The Company is a wholly-owned subsidiary of The Southern Company. The Company was incorporated under the laws of the State of Georgia on June 26, 1930, and admitted to do business in Alabama on September 15, 1948 and in Florida on October 13, 1997. The Company is engaged in the generation and purchase of electricity and the transmission, distribution and sale of such electricity within the State of Georgia at retail in over 600 communities (including Athens, Atlanta, Augusta, Columbus, Macon, Rome and Savannah), as well as in rural areas, and at wholesale currently to Oglethorpe Power Corporation, the Municipal Electric Authority of Georgia, the City of Dalton, various electric membership corporations and non-affiliated utilities. The Company and one of its affiliates, Alabama Power Company, each owns 50% of the outstanding common stock of Southern Electric Generating Company (“SEGCO”). SEGCO is an operating public utility company that owns electric generating units near Wilsonville, Alabama. The principal executive offices of the Company are located at 241 Ralph McGill Boulevard, N.E., Atlanta, Georgia 30308-3374, and the telephone number is (404) 506-6526.
SELECTED INFORMATION
The following material, which is presented in this Prospectus solely to furnish limited introductory information regarding the Company, has been selected from, or is based upon, the detailed information and financial statements appearing in the documents incorporated in this Prospectus by reference or elsewhere in this Prospectus, is qualified in its entirety by reference to those documents and, therefore, should be read together with those documents.
Georgia Power Company
 
 
Business
Generation, purchase, transmission, distribution and sale of electric energy
 
 
Service Area
Approximately 59,200 square miles comprising most of the State of Georgia
 
 
Customers at December 31, 2012
2,375,304
 
 
Generating Capacity at December 31, 2012 (kilowatts)
17,983,729
 
 
Sources of Generation during 2012 (kilowatt-hours)
Coal (39%), Nuclear (27%), Gas and Oil (33%), Hydro (1%)

3

Certain Ratios
The following table sets forth the Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges Plus Preferred and Preference Dividend Requirements (Pre-Income Tax Basis) for the periods indicated.
 
 
Year Ended December 31,

 
2008
 
2009
 
2010
 
2011
 
2012
Ratio of Earnings to Fixed Charges(1)
 
4.49
 
3.76
 
4.00
 
5.08
 
5.19
Ratio of Earnings to Fixed Charges Plus Preferred and Preference Dividend Requirements
(Pre-Income Tax Basis)(2)
 
4.21
 
3.56
 
3.80
 
4.79
 
4.89

_______________________________________

(1)
This ratio is computed as follows: (i) “Earnings” have been calculated by adding to “Earnings Before Income Taxes” “Interest expense, net of amounts capitalized,” the distributed income of equity investees, the interest component of rental expense and the debt portion of allowance for funds used during construction and excluding from "Earnings Before Income Taxes" the amount of income of equity investees; and (ii) “Fixed Charges” consist of “Interest expense, net of amounts capitalized,” the interest component of rental expense and the debt portion of allowance for funds used during construction.
(2)
In computing this ratio, “Preferred and Preference Dividend Requirements” represent the before tax earnings necessary to pay such dividends, computed at the effective tax rates for the applicable periods.
USE OF PROCEEDS
Except as may be otherwise described in an applicable Prospectus Supplement, the net proceeds received by the Company from the sale of the new Stock, the Preference Stock, the Depositary Shares, the Senior Notes or the Junior Subordinated Notes will be used in connection with its ongoing construction program, to pay scheduled maturities and/or refundings of its securities, to repay short-term indebtedness to the extent outstanding and for other general corporate purposes.
DESCRIPTION OF THE NEW STOCK
Set forth below is a description of the general terms of the new Stock. The statements in this Prospectus concerning the new Stock are an outline and do not purport to be complete. Such statements make use of defined terms and are qualified in their entirety by reference to the Charter of the Company, as amended (the “Charter”), a copy of which is filed as an exhibit to the Registration Statement of which this Prospectus forms a part. The general provisions which apply to the preferred stock of the Company of all classes, which are now or may later be authorized or created, are set forth in the Charter.
General
The new Stock will be issued in series of the Company’s Class A Preferred Stock to be established and designated by an amendment to the Charter.
As of December 31, 2012, the Company had 50,000,000 authorized shares of Class A Preferred Stock, of which 1,800,000 shares ($45,000,000 aggregate liquidation amount) of non-cumulative Class A Preferred Stock were outstanding. The Class A Preferred Stock has a par value of $25 per share. In addition to the Class A Preferred Stock, the Company has authorized 5,000,000 shares of Preferred Stock, with a par value of $100 per share. As of December 31, 2012, there were no outstanding shares of the Preferred Stock.
The new Stock will not be subject to further calls or assessment by the Company.
Any proposed listing of the new Stock on a securities exchange will be described in the applicable Prospectus Supplement.

4

Transfer Agent and Registrar
The transfer agent for each series of the new Stock will be named in the applicable Prospectus Supplement. Such transfer agent will also serve as the registrar.
Dividend Rights and Provisions
Dividends on the new Stock are payable, when and if declared by the Board of Directors, at the rate per annum determined for each respective series. Unless otherwise indicated in the applicable Prospectus Supplement, dividends will be payable to holders of record of the new Stock as they appear on the books of the Company on the record dates fixed by the Board of Directors.
The applicable Prospectus Supplement will set forth the dividend rate provisions of the new Stock, including the payment dates and the rate or rates, or the method of determining the rate or rates (which may involve periodic dividend rate settings through remarketing or auction procedures or pursuant to one or more formulae, as described in the applicable Prospectus Supplement), and whether dividends shall be cumulative and, if so, from which date or dates.
Redemption Provisions
The redemption provisions applicable to the new Stock will be described in the applicable Prospectus Supplement.
Voting Rights
The applicable Prospectus Supplement will describe the voting rights for each series of the new Stock.
Liquidation Rights
Upon voluntary or involuntary liquidation, the holders of the Preferred Stock and Class A Preferred Stock of each series, without preference among series, are entitled to receive the amount specified to be payable on the shares of such series before any distribution of assets may be made to the holders of the Company’s Preference Stock or Common Stock. Available assets, if insufficient to pay such amounts to the holders of the Preferred Stock and Class A Preferred Stock, are to be distributed pro rata to the payment, first of the amount per share payable in the event of involuntary liquidation, second of accrued dividends and third of any premium.
Sinking Fund
The terms and conditions of a sinking or purchase fund, if any, for the benefit of the holders of the new Stock will be set forth in the applicable Prospectus Supplement.
Other Rights
The holders of the new Stock do not have any pre-emptive or conversion rights, except as otherwise described in the applicable Prospectus Supplement.
DESCRIPTION OF THE PREFERENCE STOCK
Set forth below is a description of the general terms of the Preference Stock. The statements in this Prospectus concerning the Preference Stock are an outline and do not purport to be complete. Such statements make use of defined terms and are qualified in their entirety by reference to the Charter and the amendments thereto, a copy of which is filed as an exhibit to the Registration Statement of which this Prospectus forms a part. The general provisions which apply to all series of the Preference Stock, which are now or may later be authorized or created, are set forth in the Charter.
General
The Preference Stock will be issued in series to be established and designated by an amendment to the Charter.
As of December 31, 2012, the Company had 15,000,000 authorized shares of Preference Stock, of which 2,250,000 shares ($225,000,000 aggregate liquidation amount) of non-cumulative Preference Stock were outstanding. The Preference Stock has a par value of $100 per share. The Preference Stock ranks junior to the Preferred Stock and the Class A Preferred Stock with respect to dividends and amounts payable upon liquidation, dissolution or winding up of the Company. The Preference Stock ranks senior to the Company’s Common Stock and to any other securities the Company may issue in the

5

future that by their terms rank junior to the Preference Stock with respect to dividends and amounts payable upon liquidation, dissolution or winding up of the Company. All shares of the Preference Stock will rank on a parity with respect to dividends and amounts payable upon liquidation, dissolution or winding up of the Company.
The Preference Stock will not be subject to further calls or assessment by the Company.
Any proposed listing of the Preference Stock on a securities exchange will be described in the applicable Prospectus Supplement.
Transfer Agent and Registrar
The transfer agent for the Preference Stock will be named in the applicable Prospectus Supplement. Such transfer agent will also serve as the registrar.
Dividend Rights and Provisions
Dividends on the Preference Stock are payable, when and if declared by the Board of Directors, at the rate per annum determined for each respective series. Unless otherwise indicated in the applicable Prospectus Supplement, dividends will be payable to holders of record of the Preference Stock as they appear on the books of the Company on the record dates fixed by the Board of Directors.
The applicable Prospectus Supplement will set forth the dividend rate provisions of the Preference Stock, including the payment dates and the rate or rates, or the method of determining the rate or rates (which may involve periodic dividend rate settings through remarketing or auction procedures or pursuant to one or more formulae, as described in the applicable Prospectus Supplement), and whether dividends shall be cumulative and, if so, from which date or dates.
Redemption Provisions
The redemption provisions applicable to the Preference Stock will be described in the applicable Prospectus Supplement.
Voting Rights
The applicable Prospectus Supplement will describe the voting rights for each series of the Preference Stock.
Liquidation Rights
Upon voluntary or involuntary liquidation, the holders of the Preference Stock of each series, without preference among series, are entitled to receive the amount specified to be payable on the shares of such series before any distribution of assets may be made to the holders of the Company’s Common Stock. Available assets, if insufficient to pay such amounts to the holders of the Preference Stock, are to be distributed pro rata to the payment, first of the amount per share payable in the event of involuntary liquidation, second of accrued dividends and third of any premium.
Sinking Fund
The terms and conditions of a sinking or purchase fund, if any, for the benefit of the holders of the Preference Stock will be set forth in the applicable Prospectus Supplement.
Other Rights
The holders of the Preference Stock do not have any pre-emptive or conversion rights, except as otherwise described in the applicable Prospectus Supplement.
DESCRIPTION OF THE DEPOSITARY SHARES
Set forth below is a description of the general terms of the Depositary Shares. The statements in this Prospectus concerning the Depositary Shares and the Deposit Agreement (as defined below) are an outline and do not purport to be complete. Such statements make use of defined terms and are qualified in their entirety by express reference to the Deposit Agreement (which contains the form of Depositary Receipt (as defined below)), a form of which is an exhibit to the Registration Statement of which this Prospectus forms a part.

6

General
The Company may, at its option, elect to offer Depositary Shares. Each Depositary Share will represent a fraction of a share of Preference Stock as described in the Prospectus Supplement. The shares of Preference Stock represented by the Depositary Shares will be deposited under a Deposit Agreement to be dated as of the first day of the calendar month during which the Depositary Shares are issued (the “Deposit Agreement”), among the Company, the Depositary named in the Deposit Agreement (the “Depositary”) and all holders from time to time of the depositary receipts (the “Depositary Receipts”) issued under the Deposit Agreement. Subject to the terms of the Deposit Agreement, each owner of a Depositary Share is entitled, proportionately, to all the rights, preferences and privileges of the Preference Stock (including dividend, voting and liquidation rights) and subject, proportionately, to all of the limitations of the Preference Stock contained in the Charter summarized under “Description of the Preference Stock” in this Prospectus. The Depositary Shares are evidenced by Depositary Receipts issued pursuant to the Deposit Agreement.
Any proposed listing of the Depositary Shares on a securities exchange will be described in the applicable Prospectus Supplement.
Issuance of Depositary Receipts
Immediately following the issuance of the Preference Stock, the Company will deposit the Preference Stock with the Depositary, which will then execute and deliver the Depositary Receipts to the Company. The Company will, in turn, deliver the Depositary Receipts to the underwriters or purchasers. Depositary Receipts will be issued evidencing only whole Depositary Shares.
Withdrawal of Preference Stock
Upon surrender of Depositary Receipts at the corporate trust office of the Depositary, the owner of the Depositary Shares evidenced by such Depositary Receipts is entitled to delivery at such office of certificates evidencing the number of shares of Preference Stock (but only in whole shares of Preference Stock) represented by such Depositary Shares. If the Depositary Receipts delivered by the holder evidence a number of Depositary Shares in excess of the number of whole shares of Preference Stock to be withdrawn, the Depositary will deliver to such holder at the same time a new Depositary Receipt evidencing such excess number of Depositary Shares. The Company does not expect that there will be any public trading market for the Preference Stock, except as represented by the Depositary Shares.
Redemption of Depositary Shares
The Depositary Shares will be redeemed, upon not less than 15 nor more than 60 days’ notice, using the cash proceeds received by the Depositary resulting from the redemption, in whole or in part, at the Company’s option, but subject to the applicable terms and conditions, of shares of Preference Stock held by the Depositary. The redemption price per Depositary Share will be equal to the fraction of the redemption price per share applicable to the Preference Stock. Whenever the Company redeems shares of the Preference Stock held by the Depositary, the Depositary will redeem as of the same redemption date the number of Depositary Shares representing the shares of Preference Stock so redeemed. If less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed will be selected pro rata (as nearly as may be) or by lot or by such other equitable method as the Depositary may determine.
Dividends and Other Distributions
The Depositary will distribute all cash dividends or other cash distributions received in respect of Preference Stock to the record holders of Depositary Receipts in proportion, insofar as practicable, to the number of Depositary Shares owned by such holders. In the event of a distribution other than in cash, the Depositary will distribute property received by it to the record holders of Depositary Receipts entitled to such property, unless the Depositary determines that it is not feasible to make such distribution, in which case the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such property and distribution of the net proceeds from such sale to such holders. The amount distributed in any of the foregoing cases will be reduced by any amounts required to be withheld by the Company or the Depositary on account of taxes or otherwise required pursuant to law, regulation or court process.
Record Date
Whenever (i) any cash dividend or other cash distribution shall become payable, any distribution other than cash shall be made, or any rights, preferences or privileges shall be offered with respect to the Preference Stock or (ii) the Depositary shall receive notice of any meeting at which holders of Preference Stock are entitled to vote or of which holders of Preference Stock

7

are entitled to notice, the Depositary shall in each such instance fix a record date (which shall be the record date fixed by the Company with respect to the Preference Stock) for the determination of the holders of Depositary Receipts who shall be entitled to (y) receive such dividend, distribution, rights, preferences or privileges or the net proceeds of such sale or (z) give instructions for the exercise of voting rights at such meeting or receive notice of such meeting.
Voting Preference Stock
Upon receipt of notice of any meeting at which the holders of Preference Stock are entitled to vote, the Depositary will mail the information contained in such notice of meeting to the record holders of Depositary Receipts. The record holders of Depositary Receipts on the record date (which will be the same date as the record date for the Preference Stock) will be entitled to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preference Stock represented by their respective Depositary Receipts. The Depositary will endeavor insofar as practicable to vote or cause to be voted the amount of Preference Stock represented by such Depositary Receipts in accordance with such instructions, and the Company has agreed to take all action which may be deemed necessary by the Depositary in order to enable the Depositary to do so. The Depositary will abstain from voting the Preference Stock to the extent it does not receive specific instructions from the holders of the Depositary Receipts.
Amendment and Termination of Deposit Agreement
The form of the Depositary Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended or modified in any respect by agreement between the Company and the Depositary. Any amendment which imposes any fees or charges (other than taxes, fees and charges provided for in the Deposit Agreement) on the holders of Depositary Receipts, or which otherwise prejudices any substantial existing right of holders of Depositary Receipts, will not become effective as to outstanding Depositary Receipts until the expiration of 90 days after notice of such amendment shall have been given to the record holders of outstanding Depositary Receipts. Every holder of an outstanding Depositary Receipt at the time any such amendment so becomes effective shall be deemed, by continuing to hold such Depositary Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended. In no event may any amendment impair the right of the holder of any Depositary Receipt, subject to the conditions of the Deposit Agreement, to surrender such Depositary Receipt and receive the Preference Stock represented by such Depositary Receipt, except in order to comply with mandatory provisions of applicable law.
Whenever so directed by the Company, the Depositary will terminate the Deposit Agreement by mailing notice of such termination to the record holders of all Depositary Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment. If any Depositary Receipts remain outstanding after the date of termination, the Depositary will discontinue the transfer of Depositary Receipts, will suspend the distribution of dividends to the holders of Depositary Receipts and will not give any further notices (other than notice of such termination) or perform any further acts under the Deposit Agreement except that the Depositary will continue to collect dividends and other distributions pertaining to the Preference Stock and deliver Preference Stock together with such dividends and distributions and the net proceeds of any sale of any rights, preferences, privileges or other property in exchange for Depositary Receipts surrendered. At any time after the expiration of two years from the date of termination, the Depositary may sell the Preference Stock then held by it at public or private sale at such place or places and upon such terms as it deems proper and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it, without liability for interest, for the pro rata benefit of the holders of Depositary Receipts which have not been surrendered. Any such moneys unclaimed by the holders of Depositary Receipts more than two years from the date of termination of the Deposit Agreement will, upon request of the Company, be paid to it, and after such payment, the holders of Depositary Receipts entitled to the funds so paid to the Company shall look only to the Company for payment without interest. The Company does not intend to terminate the Deposit Agreement or to permit the resignation of the Depositary without appointing a successor depositary.
Charges of Depositary
The Company will pay all charges of the Depositary including charges for the initial deposit of the Preference Stock and delivery of Depositary Receipts and withdrawals of Preference Stock by the holders of Depositary Receipts, except for taxes (including transfer taxes, if any) and such charges as are expressly provided in the Deposit Agreement to be at the expense of the persons depositing Preference Stock or holders of Depositary Receipts.

8

Miscellaneous
The Depositary will make available for inspection by holders of Depositary Receipts at its corporate trust office any reports and communications received from the Company which are made generally available to the holders of Preference Stock by the Company.
Neither the Depositary nor the Company will be liable if it is prevented or delayed by law or any circumstance beyond its control in performing its obligations under the Deposit Agreement. The obligations of the Depositary and the Company under the Deposit Agreement are limited to performance in good faith of their duties under the Deposit Agreement, and they are not obligated to prosecute or defend any legal proceeding in respect of the Preference Stock, the Depositary Receipts or the Depositary Shares unless satisfactory indemnity is furnished. The Depositary and the Company may rely upon advice of or information from counsel, accountants or other persons believed to be competent and on documents believed to be genuine.
The Depositary may at any time resign or be removed by the Company, effective upon the acceptance by its successor of its appointment.
DESCRIPTION OF THE SENIOR NOTES
Set forth below is a description of the general terms of the Senior Notes. The following description does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Senior Note Indenture, dated as of January 1, 1998, between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as trustee (the “Senior Note Indenture Trustee”), as to be supplemented by a supplemental indenture to the Senior Note Indenture establishing the Senior Notes of each series (the Senior Note Indenture, as so supplemented, is referred to as the “Senior Note Indenture”), the forms of which are filed as exhibits to the Registration Statement of which this Prospectus forms a part. The terms of the Senior Notes will include those stated in the Senior Note Indenture and those made a part of the Senior Note Indenture by reference to the Trust Indenture Act of 1939, as amended (the “1939 Act”). Certain capitalized terms used in this Prospectus and not defined in this Prospectus are defined in the Senior Note Indenture.
General
The Senior Notes will be issued as unsecured senior debt securities under the Senior Note Indenture and will rank equally with all other unsecured and unsubordinated debt of the Company. The Senior Notes will be effectively subordinated to all existing and future secured debt of the Company, aggregating approximately $50,300,000 outstanding at December 31, 2012. The Senior Note Indenture does not limit the aggregate principal amount of Senior Notes that may be issued under the Senior Note Indenture and provides that Senior Notes may be issued from time to time in one or more series pursuant to an indenture supplemental to the Senior Note Indenture. The Senior Note Indenture gives the Company the ability to reopen a previous issue of Senior Notes and issue additional Senior Notes of such series, unless otherwise provided.
Reference is made to the Prospectus Supplement that will accompany this Prospectus for the following terms of the series of Senior Notes being offered by such Prospectus Supplement: (i) the title of such Senior Notes; (ii) any limit on the aggregate principal amount of such Senior Notes; (iii) the date or dates on which the principal of such Senior Notes is payable; (iv) the rate or rates at which such Senior Notes shall bear interest, if any, or any method by which such rate or rates will be determined, the date or dates from which such interest will accrue, the interest payment dates on which such interest shall be payable, and the regular record date for the interest payable on any interest payment date; (v) the place or places where the principal of, premium, if any, on and interest, if any, on such Senior Notes shall be payable; (vi) the period or periods within which, the price or prices at which and the terms and conditions on which such Senior Notes may be redeemed, in whole or in part, at the option of the Company or at the option of the holder prior to their maturity; (vii) the obligation, if any, of the Company to redeem or purchase such Senior Notes; (viii) the denominations in which such Senior Notes shall be issuable; (ix) if other than the principal amount of such Senior Notes, the portion of the principal amount of such Senior Notes which shall be payable upon declaration of acceleration of the maturity of such Senior Notes; (x) any deletions from, modifications of or additions to the Events of Default or covenants of the Company as provided in the Senior Note Indenture pertaining to such Senior Notes; (xi) whether such Senior Notes shall be issued in whole or in part in the form of a Global Security; and (xii) any other terms of such Senior Notes.
The Senior Note Indenture does not contain provisions that afford holders of Senior Notes protection in the event of a highly leveraged transaction involving the Company.

9

Events of Default
The Senior Note Indenture provides that any one or more of the following described events with respect to the Senior Notes of any series, which has occurred and is continuing, constitutes an “Event of Default” with respect to the Senior Notes of such series:
(a) failure for 10 days to pay interest on the Senior Notes of such series when due on an interest payment date other than at maturity or upon earlier redemption; or
(b) failure to pay principal of, premium, if any, on or interest on the Senior Notes of such series when due at maturity or upon earlier redemption; or
(c) failure for three Business Days to deposit any sinking fund payment when due by the terms of a Senior Note of such series; or
(d) failure to observe or perform any other covenant or warranty of the Company in the Senior Note Indenture (other than a covenant or warranty which has expressly been included in the Senior Note Indenture solely for the benefit of one or more series of Senior Notes other than such series) for 90 days after written notice to the Company from the Senior Note Indenture Trustee or the holders of at least 25% in principal amount of the outstanding Senior Notes of such series; or
(e) certain events of bankruptcy, insolvency or reorganization of the Company.
The holders of not less than a majority in aggregate outstanding principal amount of the Senior Notes of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Senior Note Indenture Trustee with respect to the Senior Notes of such series. If a Senior Note Indenture Event of Default occurs and is continuing with respect to the Senior Notes of any series, then the Senior Note Indenture Trustee or the holders of not less than 25% in aggregate outstanding principal amount of the Senior Notes of such series may declare the principal amount of the Senior Notes due and payable immediately by notice in writing to the Company (and to the Senior Note Indenture Trustee if given by the holders), and upon any such declaration such principal amount shall become immediately due and payable. At any time after such a declaration of acceleration with respect to the Senior Notes of any series has been made and before a judgment or decree for payment of the money due has been obtained as provided in Article Five of the Senior Note Indenture, the holders of not less than a majority in aggregate outstanding principal amount of the Senior Notes of such series, by written notice to the Company and the Senior Note Indenture Trustee, may rescind and annul such declaration and its consequences if the default has been cured or waived and the Company has paid or deposited with the Senior Note Indenture Trustee a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration and all sums paid or advanced by the Senior Note Indenture Trustee, including reasonable compensation and expenses of the Senior Note Indenture Trustee.
The holders of not less than a majority in aggregate outstanding principal amount of the Senior Notes of any series may, on behalf of the holders of all the Senior Notes of such series, waive any past default with respect to such series, except (i) a default in the payment of principal or interest or (ii) a default in respect of a covenant or provision which under Article Nine of the Senior Note Indenture cannot be modified or amended without the consent of the holder of each outstanding Senior Note of such series affected.
Registration and Transfer
The Company shall not be required to (i) issue, register the transfer of or exchange Senior Notes of any series during a period of 15 days immediately preceding the date notice is given identifying the Senior Notes of such series called for redemption or (ii) issue, register the transfer of or exchange any Senior Notes so selected for redemption, in whole or in part, except the unredeemed portion of any Senior Note being redeemed in part.
Payment and Paying Agent
Unless otherwise indicated in an applicable Prospectus Supplement, payment of principal of any Senior Notes will be made only against surrender to the Paying Agent of such Senior Notes. Principal of and interest on Senior Notes will be payable, subject to any applicable laws and regulations, at the office of such Paying Agent or Paying Agents as the Company may designate from time to time, except that, at the option of the Company, payment of any interest may be made by wire transfer or other electronic transfer or by check mailed to the address of the person entitled to an interest payment as such address shall appear in the Security Register with respect to the Senior Notes. Payment of interest on Senior Notes on any interest payment date will be made to the person in whose name the Senior Notes (or predecessor security) are registered at the close of business on the record date for such interest payment.

10

Unless otherwise indicated in an applicable Prospectus Supplement, the Senior Note Indenture Trustee will act as Paying Agent with respect to the Senior Notes. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agents or approve a change in the office through which any Paying Agent acts.
All moneys paid by the Company to a Paying Agent for the payment of the principal of or interest on the Senior Notes of any series which remain unclaimed at the end of two years after such principal or interest shall have become due and payable will be repaid to the Company, and the holder of such Senior Notes will from that time forward look only to the Company for payment of such principal and interest.
Modification
The Senior Note Indenture contains provisions permitting the Company and the Senior Note Indenture Trustee, with the consent of the holders of not less than a majority in principal amount of the outstanding Senior Notes of each series that is affected, to modify the Senior Note Indenture or the rights of the holders of the Senior Notes of such series; provided, that no such modification may, without the consent of the holder of each outstanding Senior Note that is affected, (i) change the stated maturity of the principal of, or any installment of principal of or interest on, any Senior Note, or reduce the principal amount of any Senior Note or the rate of interest on any Senior Note or any premium payable upon the redemption of any Senior Note, or change the method of calculating the rate of interest on any Senior Note, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity of any Senior Note (or, in the case of redemption, on or after the redemption date), or (ii) reduce the percentage of principal amount of the outstanding Senior Notes of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of the Senior Note Indenture or certain defaults under the Senior Note Indenture and their consequences) provided for in the Senior Note Indenture, or (iii) modify any of the provisions of the Senior Note Indenture relating to supplemental indentures, waiver of past defaults or waiver of certain covenants, except to increase any such percentage or to provide that certain other provisions of the Senior Note Indenture cannot be modified or waived without the consent of the holder of each outstanding Senior Note that is affected.
In addition, the Company and the Senior Note Indenture Trustee may execute, without the consent of any holders of Senior Notes, any supplemental indenture for certain other usual purposes, including the creation of any new series of Senior Notes.
Consolidation, Merger and Sale
The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless (1) such other corporation or person is a corporation organized and existing under the laws of the United States, any state in the United States or the District of Columbia and such other corporation or person expressly assumes, by supplemental indenture executed and delivered to the Senior Note Indenture Trustee, the payment of the principal of, premium, if any, on and interest on all the Senior Notes and the performance of every covenant of the Senior Note Indenture on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (3) the Company has delivered to the Senior Note Indenture Trustee an officers’ certificate and an opinion of counsel, each stating that such transaction complies with the provisions of the Senior Note Indenture governing consolidation, merger, conveyance, transfer or lease and that all conditions precedent to the transaction have been complied with.
Information Concerning the Senior Note Indenture Trustee
The Senior Note Indenture Trustee, prior to an Event of Default with respect to Senior Notes of any series, undertakes to perform, with respect to Senior Notes of such series, only such duties as are specifically set forth in the Senior Note Indenture and, in case an Event of Default with respect to Senior Notes of any series has occurred and is continuing, shall exercise, with respect to Senior Notes of such series, the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. Subject to such provision, the Senior Note Indenture Trustee is under no obligation to exercise any of the powers vested in it by the Senior Note Indenture at the request of any holder of Senior Notes of any series, unless offered reasonable indemnity by such holder against the costs, expenses and liabilities which might be incurred by the Senior Note Indenture Trustee. The Senior Note Indenture Trustee is not required to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties if the Senior Note Indenture Trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to it.
The Bank of New York Mellon, the Senior Note Indenture Trustee, also serves as Subordinated Note Indenture Trustee. The Company and certain of its affiliates maintain deposit accounts and banking relationships with The Bank of New York

11

Mellon. The Bank of New York Mellon and certain of its affiliates also serve as trustee under other indentures pursuant to which securities of the Company or certain affiliates of the Company are outstanding.
Governing Law
The Senior Note Indenture and the Senior Notes will be governed by, and construed in accordance with, the internal laws of the State of New York.
Miscellaneous
The Company will have the right at all times to assign any of its rights or obligations under the Senior Note Indenture to a direct or indirect wholly-owned subsidiary of the Company; provided, that, in the event of any such assignment, the Company will remain primarily liable for all such obligations. Subject to the foregoing, the Senior Note Indenture will be binding upon and inure to the benefit of the parties to the Senior Note Indenture and their respective successors and assigns.
DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES
Set forth below is a description of the general terms of the Junior Subordinated Notes. The following description does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Subordinated Note Indenture, dated as of June 1, 1997, between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as trustee (the “Subordinated Note Indenture Trustee”), as to be supplemented by a supplemental indenture to the Subordinated Note Indenture establishing the Junior Subordinated Notes of each series (the Subordinated Note Indenture, as so supplemented, is referred to as the “Subordinated Note Indenture”), the forms of which are filed as exhibits to the Registration Statement of which this Prospectus forms a part. The terms of the Junior Subordinated Notes will include those stated in the Subordinated Note Indenture and those made a part of the Subordinated Note Indenture by reference to the 1939 Act. Certain capitalized terms used in this Prospectus and not defined in the Prospectus are defined in the Subordinated Note Indenture.
General
The Junior Subordinated Notes will be issued as unsecured junior subordinated debt securities under the Subordinated Note Indenture. The Subordinated Note Indenture does not limit the aggregate principal amount of Junior Subordinated Notes that may be issued under the Subordinated Note Indenture and provides that Junior Subordinated Notes may be issued from time to time in one or more series pursuant to an indenture supplemental to the Subordinated Note Indenture. The Subordinated Note Indenture gives the Company the ability to reopen a previous issue of Junior Subordinated Notes and issue additional Junior Subordinated Notes of such series, unless otherwise provided.
Reference is made to the Prospectus Supplement that will accompany this Prospectus for the following terms of the series of Junior Subordinated Notes being offered by such Prospectus Supplement: (i) the title of such Junior Subordinated Notes; (ii) any limit on the aggregate principal amount of such Junior Subordinated Notes; (iii) the date or dates on which the principal of such Junior Subordinated Notes is payable; (iv) the rate or rates at which such Junior Subordinated Notes shall bear interest, if any, or any method by which such rate or rates will be determined, the date or dates from which such interest will accrue, the interest payment dates on which such interest shall be payable, and the regular record date for the interest payable on any interest payment date; (v) the place or places where the principal of, premium, if any, on and interest, if any, on such Junior Subordinated Notes shall be payable; (vi) the period or periods within which, the price or prices at which and the terms and conditions on which such Junior Subordinated Notes may be redeemed, in whole or in part, at the option of the Company or at the option of the holder prior to their maturity; (vii) the obligation, if any, of the Company to redeem or purchase such Junior Subordinated Notes; (viii) the denominations in which such Junior Subordinated Notes shall be issuable; (ix) if other than the principal amount of the Junior Subordinated Notes, the portion of the principal amount of such Junior Subordinated Notes which shall be payable upon declaration of acceleration of the maturity of such Junior Subordinated Notes; (x) any deletions from, modifications of or additions to the Events of Default or covenants of the Company as provided in the Subordinated Note Indenture pertaining to such Junior Subordinated Notes; (xi) whether such Junior Subordinated Notes shall be issued in whole or in part in the form of a Global Security; (xii) the right, if any, of the Company to extend the interest payment periods of such Junior Subordinated Notes; and (xiii) any other terms of such Junior Subordinated Notes.
The Subordinated Note Indenture does not contain provisions that afford holders of Junior Subordinated Notes protection in the event of a highly leveraged transaction involving the Company.

12

Subordination
The Junior Subordinated Notes are subordinated and junior in right of payment to all Senior Indebtedness (as defined below) of the Company. No payment of principal of (including redemption payments, if any), premium, if any, on or interest on (including Additional Interest (as defined below)) the Junior Subordinated Notes may be made if (a) any Senior Indebtedness is not paid when due and any applicable grace period with respect to such default has ended with such default not being cured or waived or otherwise ceasing to exist, or (b) the maturity of any Senior Indebtedness has been accelerated because of a default, or (c) notice has been given of the exercise of an option to require repayment, mandatory payment or prepayment or otherwise of the Senior Indebtedness. Upon any payment or distribution of assets of the Company to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors, marshalling of assets or liabilities, or any bankruptcy, insolvency or similar proceedings of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the holders of the Junior Subordinated Notes are entitled to receive or retain any payment or distribution. Subject to the prior payment of all Senior Indebtedness, the rights of the holders of the Junior Subordinated Notes will be subrogated to the rights of the holders of Senior Indebtedness to receive payments and distributions applicable to such Senior Indebtedness until all amounts owing on the Junior Subordinated Notes are paid in full.
The term “Senior Indebtedness” means, with respect to the Company, (i) any payment due in respect of indebtedness of the Company, whether outstanding at the date of execution of the Subordinated Note Indenture or incurred, created or assumed after such date, (a) in respect of money borrowed (including any financial derivative, hedging or futures contract or similar instrument) and (b) evidenced by securities, debentures, bonds, notes or other similar instruments issued by the Company that, by their terms, are senior or senior subordinated debt securities including, without limitation, all such obligations under its indentures with various trustees; (ii) all capital lease obligations; (iii) all obligations issued or assumed as the deferred purchase price of property, all conditional sale obligations and all obligations of the Company under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business and long-term purchase obligations); (iv) all obligations for the reimbursement of any letter of credit, banker’s acceptance, security purchase facility or similar credit transaction; (v) all obligations of the type referred to in clauses (i) through (iv) above of other persons the payment of which the Company is responsible or liable as obligor, guarantor or otherwise; and (vi) all obligations of the type referred to in clauses (i) through (v) above of other persons secured by any lien on any property or asset of the Company (whether or not such obligation is assumed by the Company), except for (1) any such indebtedness that is by its terms subordinated to or that ranks equally with the Junior Subordinated Notes and (2) any unsecured indebtedness between or among the Company or its affiliates. Such Senior Indebtedness shall continue to be Senior Indebtedness and be entitled to the benefits of the subordination provisions contained in the Subordinated Note Indenture irrespective of any amendment, modification or waiver of any term of such Senior Indebtedness.
The Subordinated Note Indenture does not limit the aggregate amount of Senior Indebtedness that may be issued by the Company. As of December 31, 2012, Senior Indebtedness of the Company aggregated approximately $9,684,000,000.
Additional Interest
“Additional Interest” is defined in the Subordinated Note Indenture as any interest due and not paid on an interest payment date, together with interest on such interest due from such interest payment date to the date of payment, compounded quarterly, on each interest payment date.
Certain Covenants
The Company covenants in the Subordinated Note Indenture, for the benefit of the holders of each series of Junior Subordinated Notes, that, if at such time the Company shall have given notice of its election to extend an interest payment period for such series of Junior Subordinated Notes and such extension shall be continuing, or if at such time an Event of Default under the Subordinated Note Indenture with respect to such series of Junior Subordinated Notes shall have occurred and be continuing, (a) the Company shall not declare or pay any dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock and (b) the Company shall not make any payment of interest on, principal of or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank equally with or junior to the Junior Subordinated Notes. None of the foregoing, however, shall restrict (i) any of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock or (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged.

13

Events of Default
The Subordinated Note Indenture provides that any one or more of the following described events with respect to the Junior Subordinated Notes of any series, which has occurred and is continuing, constitutes an “Event of Default” with respect to the Junior Subordinated Notes of such series:
(a) failure for 10 days to pay interest on the Junior Subordinated Notes of such series, including any Additional Interest in respect of the Junior Subordinated Notes of such series, when due on an interest payment date other than at maturity or upon earlier redemption; provided, however, that a valid extension of the interest payment period by the Company shall not constitute a default in the payment of interest for this purpose; or
(b) failure to pay principal of, premium, if any, on or interest, including Additional Interest, on the Junior Subordinated Notes of such series when due at maturity or upon earlier redemption; or
(c) failure for three Business Days to deposit any sinking fund payment when due by the terms of a Junior Subordinated Note of such series; or
(d) failure to observe or perform any other covenant or warranty of the Company in the Subordinated Note Indenture (other than a covenant or warranty which has expressly been included in the Subordinated Note Indenture solely for the benefit of one or more series of Junior Subordinated Notes other than such series) for 90 days after written notice to the Company from the Subordinated Note Indenture Trustee or the holders of at least 25% in principal amount of the outstanding Junior Subordinated Notes of such series; or
(e) certain events of bankruptcy, insolvency or reorganization of the Company.
The holders of not less than a majority in aggregate outstanding principal amount of the Junior Subordinated Notes of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Subordinated Note Indenture Trustee with respect to the Junior Subordinated Notes of such series. If a Subordinated Note Indenture Event of Default occurs and is continuing with respect to the Junior Subordinated Notes of any series, then the Subordinated Note Indenture Trustee or the holders of not less than 25% in aggregate outstanding principal amount of the Junior Subordinated Notes of such series may declare the principal amount of the Junior Subordinated Notes due and payable immediately by notice in writing to the Company (and to the Subordinated Note Indenture Trustee if given by the holders), and upon any such declaration such principal amount shall become immediately due and payable. At any time after such a declaration of acceleration with respect to the Junior Subordinated Notes of any series has been made and before a judgment or decree for payment of the money due has been obtained as provided in Article Five of the Subordinated Note Indenture, the holders of not less than a majority in aggregate outstanding principal amount of the Junior Subordinated Notes of such series may rescind and annul such declaration and its consequences if the default has been cured or waived and the Company has paid or deposited with the Subordinated Note Indenture Trustee a sum sufficient to pay all matured installments of interest (including any Additional Interest) and principal due otherwise than by acceleration and all sums paid or advanced by the Subordinated Note Indenture Trustee, including reasonable compensation and expenses of the Subordinated Note Indenture Trustee.
The holders of not less than a majority in aggregate outstanding principal amount of the Junior Subordinated Notes of any series may, on behalf of the holders of all the Junior Subordinated Notes of such series, waive any past default with respect to such series, except (i) a default in the payment of principal or interest or (ii) a default in respect of a covenant or provision which under Article Nine of the Subordinated Note Indenture cannot be modified or amended without the consent of the holder of each outstanding Junior Subordinated Note of such series affected.
Registration and Transfer
The Company shall not be required to (i) issue, register the transfer of or exchange Junior Subordinated Notes of any series during a period of 15 days immediately preceding the date notice is given identifying the Junior Subordinated Notes of such series called for redemption or (ii) issue, register the transfer of or exchange any Junior Subordinated Notes so selected for redemption, in whole or in part, except the unredeemed portion of any Junior Subordinated Note being redeemed in part.
Payment and Paying Agent
Unless otherwise indicated in an applicable Prospectus Supplement, payment of principal of any Junior Subordinated Notes will be made only against surrender to the Paying Agent of such Junior Subordinated Notes. Principal of and interest on Junior Subordinated Notes will be payable, subject to any applicable laws and regulations, at the office of such Paying Agent or Paying Agents as the Company may designate from time to time, except that, at the option of the Company, payment of any interest may be made by wire transfer or other electronic transfer or by check mailed to the address of the person entitled to an interest payment as such address shall appear in the Security Register with respect to the Junior Subordinated Notes. Payment

14

of interest on Junior Subordinated Notes on any interest payment date will be made to the person in whose name the Junior Subordinated Notes (or predecessor security) are registered at the close of business on the record date for such interest payment.
Unless otherwise indicated in an applicable Prospectus Supplement, the Subordinated Note Indenture Trustee will act as Paying Agent with respect to the Junior Subordinated Notes. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agents or approve a change in the office through which any Paying Agent acts.
All moneys paid by the Company to a Paying Agent for the payment of the principal of or interest on the Junior Subordinated Notes of any series which remain unclaimed at the end of two years after such principal or interest shall have become due and payable will be repaid to the Company, and the holder of such Junior Subordinated Notes will from that time forward look only to the Company for payment of such principal and interest.
Modification
The Subordinated Note Indenture contains provisions permitting the Company and the Subordinated Note Indenture Trustee, with the consent of the holders of not less than a majority in principal amount of the outstanding Junior Subordinated Notes of each series that is affected, to modify the Subordinated Note Indenture or the rights of the holders of the Junior Subordinated Notes of such series; provided, that no such modification may, without the consent of the holder of each outstanding Junior Subordinated Note that is affected, (i) change the stated maturity of the principal of, or any installment of principal of or interest on, any Junior Subordinated Note, or reduce the principal amount of any Junior Subordinated Note or the rate of interest (including Additional Interest) of any Junior Subordinated Note or any premium payable upon the redemption of any Junior Subordinated Note, or change the method of calculating the rate of interest on any Junior Subordinated Note, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity of any Junior Subordinated Note (or, in the case of redemption, on or after the redemption date), or (ii) reduce the percentage of principal amount of the outstanding Junior Subordinated Notes of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of the Subordinated Note Indenture or certain defaults under the Subordinated Note Indenture and their consequences) provided for in the Subordinated Note Indenture, or (iii) modify any of the provisions of the Subordinated Note Indenture relating to supplemental indentures, waiver of past defaults or waiver of certain covenants, except to increase any such percentage or to provide that certain other provisions of the Subordinated Note Indenture cannot be modified or waived without the consent of the holder of each outstanding Junior Subordinated Note that is affected, or (iv) modify the provisions of the Subordinated Note Indenture with respect to the subordination of the Junior Subordinated Notes in a manner adverse to such holder.
In addition, the Company and the Subordinated Note Indenture Trustee may execute, without the consent of any holders of Junior Subordinated Notes, any supplemental indenture for certain other usual purposes, including the creation of any new series of Junior Subordinated Notes.
Consolidation, Merger and Sale
The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless (1) such other corporation or person is a corporation organized and existing under the laws of the United States, any state of the United States or the District of Columbia and such other corporation or person expressly assumes, by supplemental indenture executed and delivered to the Subordinated Note Indenture Trustee, the payment of the principal of, premium, if any, on and interest (including Additional Interest) on all the Junior Subordinated Notes and the performance of every covenant of the Subordinated Note Indenture on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (3) the Company has delivered to the Subordinated Note Indenture Trustee an officers’ certificate and an opinion of counsel, each stating that such transaction complies with the provisions of the Subordinated Note Indenture governing consolidation, merger, conveyance, transfer or lease and that all conditions precedent to the transaction have been complied with.
Information Concerning the Subordinated Note Indenture Trustee
The Subordinated Note Indenture Trustee, prior to an Event of Default with respect to Junior Subordinated Notes of any series, undertakes to perform, with respect to Junior Subordinated Notes of such series, only such duties as are specifically set forth in the Subordinated Note Indenture and, in case an Event of Default with respect to Junior Subordinated Notes of any series has occurred and is continuing, shall exercise, with respect to Junior Subordinated Notes of such series, the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. Subject to such provision, the Subordinated Note Indenture Trustee is under no obligation to exercise any of the powers vested in it by the Subordinated Note Indenture at the request of any holder of Junior Subordinated Notes of any series, unless offered reasonable indemnity by such

15

holder against the costs, expenses and liabilities which might be incurred by the Subordinated Note Indenture Trustee. The Subordinated Note Indenture Trustee is not required to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties if the Subordinated Note Indenture Trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to it.
The Bank of New York Mellon, the Subordinated Note Indenture Trustee, also serves as Senior Note Indenture Trustee. The Company and certain of its affiliates maintain deposit accounts and banking relationships with The Bank of New York Mellon, and certain of its affiliates also serve as trustee under other indentures pursuant to which securities of the Company or certain affiliates of the Company are outstanding.
Governing Law
The Subordinated Note Indenture and the Junior Subordinated Notes will be governed by, and construed in accordance with, the internal laws of the State of New York.
Miscellaneous
The Company will have the right at all times to assign any of its rights or obligations under the Subordinated Note Indenture to a direct or indirect wholly-owned subsidiary of the Company; provided, that, in the event of any such assignment, the Company will remain primarily liable for all such obligations. Subject to the foregoing, the Subordinated Note Indenture will be binding upon and inure to the benefit of the parties to the Subordinated Note Indenture and their respective successors and assigns.
PLAN OF DISTRIBUTION
The Company may sell the new Stock, the Preference Stock, the Depositary Shares, the Senior Notes and the Junior Subordinated Notes in one or more of the following ways from time to time: (i) to underwriters for resale to the public or to institutional investors; (ii) directly to institutional investors; or (iii) through agents to the public or to institutional investors. The Prospectus Supplement with respect to each series of new Stock, Preference Stock, Depositary Shares, Senior Notes or Junior Subordinated Notes will set forth the terms of the offering of such new Stock, Preference Stock, Depositary Shares, Senior Notes or Junior Subordinated Notes, including the name or names of any underwriters or agents, the purchase price of such new Stock, Preference Stock, Depositary Shares, Senior Notes or Junior Subordinated Notes and the proceeds to the Company from such sale, any underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation, any initial public offering price, any discounts or concessions allowed or reallowed or paid to dealers and any securities exchange on which such new Stock, Preference Stock, Depositary Shares, Senior Notes or Junior Subordinated Notes may be listed.
If underwriters participate in the sale, such new Stock, Preference Stock, Depositary Shares, Senior Notes or Junior Subordinated Notes will be acquired by the underwriters for their own accounts and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale.
Unless otherwise set forth in the Prospectus Supplement, the obligations of the underwriters to purchase any series of new Stock, Preference Stock, Depositary Shares, Senior Notes or Junior Subordinated Notes will be subject to certain conditions precedent and the underwriters will be obligated to purchase all of such series of new Stock, Preference Stock, Depositary Shares, Senior Notes or Junior Subordinated Notes, if any are purchased.
Underwriters and agents may be entitled under agreements entered into with the Company to indemnification against certain civil liabilities, including liabilities under the 1933 Act. Underwriters and agents and their affiliates may engage in transactions with, or perform services for, the Company in the ordinary course of business, for which they may receive customary compensation.
Each series of new Stock, Preference Stock, Depositary Shares, Senior Notes or Junior Subordinated Notes will be a new issue of securities and will have no established trading market. Any underwriters to whom new Stock, Preference Stock, Depositary Shares, Senior Notes or Junior Subordinated Notes are sold for public offering and sale may make a market in such new Stock, Preference Stock, Depositary Shares, Senior Notes or Junior Subordinated Notes, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. The new Stock, the Preference Stock, the Depositary Shares, the Senior Notes or the Junior Subordinated Notes may or may not be listed on a national securities exchange.


16

LEGAL MATTERS
The validity of the new Stock, the Preference Stock, the Depositary Shares, the Senior Notes and the Junior Subordinated Notes and certain matters relating to such securities will be passed upon on behalf of the Company by Troutman Sanders LLP, Atlanta, Georgia. Certain legal matters will be passed upon for the underwriters by Hunton & Williams LLP, New York, New York. From time to time, Hunton & Williams LLP acts as counsel to affiliates of the Company for some matters.
EXPERTS
The financial statements, and the related financial statement schedule, incorporated in this Prospectus by reference from the Company’s Annual Report on Form 10-K have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such financial statements and financial statement schedule have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.




17

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses of issuance and distribution, other than underwriting discounts and commissions, to be borne by the Company are as follows:
Securities and Exchange Commission registration fee
$
—

*
Fees and expenses of trustees and/or Transfer Agent and Registrar
65,000

**
Listing fees of New York Stock Exchange
88,600

**
Printing expenses
130,000

**
Rating Agency fees
2,120,000

**
Services of Southern Company Services, Inc.
260,000

**
Fees and expenses of counsel
910,000

**
Blue sky fees and expenses
65,000

**
Fees of accountants
700,000

**
Miscellaneous expenses
161,400

**
Total
$
4,500,000

***
_______________________________________
*
Under Rules 456(b) and 457(r) under the Securities Act, the Commission registration fee will be paid at the time of any particular offering of securities under this Registration Statement and is therefore not currently determinable.
 
 
**
Because an indeterminate amount of securities is covered by this Registration Statement, the expenses in connection with the issuance and distribution of the securities is therefore not currently determinable. The amounts shown are estimates of expenses for the amount of securities which the Company is currently authorized to issue but do not limit the amount of securities that may be offered.
 
 
***
Each Prospectus Supplement will reflect estimated expenses of the Company based upon the amount of the related offering.
Item 15.  Indemnification of Directors and Officers.
The applicable statutes of the State of Georgia provide that a corporation may indemnify an individual who is a party to a proceeding because he or she is or was a director of the corporation against liability incurred in the proceeding if such individual conducted himself or herself in good faith and such individual reasonably believed, in the case of conduct in his or her official capacity, that such conduct was in the best interest of the corporation, in all other cases, that such conduct was at least not opposed to the best interest of the corporation and, in the case of any criminal proceeding, that the individual had no reasonable cause to believe his or her conduct was unlawful. However, a corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct or in connection with any proceeding with respect to conduct for which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity. In addition, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because he or she is a director if he or she delivers to the corporation: a written affirmation of his or her good faith belief that he or she has met the relevant standard of conduct or that the proceeding involves conduct for which liability has been eliminated under a provision of its articles of incorporation; and his or her written undertaking to repay any funds advanced if it is ultimately determined that the director is not entitled to indemnification under this part. Also, a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation to the same extent as a director and, if he or she is not a director, to such further extent as may be provided by the articles of incorporation, the by-laws, a resolution of the board of directors, or contract, except for liability arising out of conduct that constitutes: appropriation, in violation of his or her

II-1

duties, of any business opportunity of the corporation; acts or omissions which involve intentional misconduct or a knowing violation of law; unlawful distributions; or receipt of an improper personal benefit, and a corporation may also indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, by-laws, general or specific action of its board of directors, or contract.
Section 41 of the By-laws of the Company provides in pertinent part as follows:
Each person who is or was a director or officer of the Company or is or was an employee of the Company holding one or more positions of management through and inclusive of department managers (but not positions below the level of department managers) (such positions being hereinafter referred to as “Management Positions”) and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Company or is or was an employee of the Company holding one or more Management Positions, or is or was serving at the request of the Company as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the Company as a matter of right against any and all expenses (including attorneys’ fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this Section shall inure to the benefit of the heirs, executors and administrators of such person.
Expenses (including attorneys’ fees) incurred by a director or officer of the Company or employee of the Company holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the Company prior to the final disposition of such claim, action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an under taking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Company under this Section or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the Company.
The Company may purchase and maintain insurance at the expense of the Company on behalf of any person who is or was a director, officer, employee or agent of the Company, or any person who is or was serving at the request of the Company as a director (or the equivalent), officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys’ fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability or expense under this Section or otherwise.
Without limiting the generality of the foregoing provisions, no present or future director or officer of the Company, or his heirs, executors or administrators, shall be liable for any act, omission, step or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the Company or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies or subsidiaries of public utility holding companies. In any action, suit or proceeding based on any act, omission, step or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit or proceeding based on any act, omission, step or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys’ fees.
The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities.
The Company has an insurance policy covering its liabilities and expenses which might arise in connection with its lawful indemnification of its directors and officers for certain of their liabilities and expenses and also covering its officers and directors against certain other liabilities and expenses.



II-2

Item 16.  Exhibits.
Exhibit
Number
 
 
 
 
1.1
 
—

 
Form of Underwriting Agreement relating to new Stock.*
1.2
 
—

 
Form of Underwriting Agreement relating to Preference Stock.*
1.3
 
—

 
Form of Underwriting Agreement relating to Depositary Shares.*
1.4
 
—

 
Form of Underwriting Agreement relating to Senior Notes.*
1.5
 
—

 
Form of Underwriting Agreement relating to Junior Subordinated Notes.*
4.1
 
—

 
Senior Note Indenture dated as of January 1, 1998, between Georgia Power and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as Trustee, and indentures supplemental thereto through November 15, 2012. (Designated in Form 8-K dated January 21, 1998, File No. 1-6468, as Exhibits 4.1 and 4.2, in Forms 8-K each dated November 19, 1998, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated March 3, 1999, File No. 1-6469 as Exhibit 4.2, in Form 8-K dated February 15, 2000, File No. 1-6469 as Exhibit 4.2, in Form 8-K dated January 26, 2001, File No. 1-6469 as Exhibits 4.2(a) and 4.2(b), in Form 8-K dated February 16, 2001, File No. 1-6469 as Exhibit 4.2, in Form 8-K dated May 1, 2001, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated June 27, 2002, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated November 15, 2002, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated February 13, 2003, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated February 21, 2003, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated April 10, 2003, File No. 1-6468, as Exhibits 4.1, 4.2 and 4.3, in Form 8-K dated September 8, 2003, File No. 1-6468, as Exhibit 4.1, in Form 8-K dated September 23, 2003, File No. 1-6468, as Exhibit 4.1, in Form 8-K dated January 12, 2004, File No. 1-6468, as Exhibits 4.1 and 4.2, in Form 8-K dated February 12, 2004, File No. 1-6468, as Exhibit 4.1, in Form 8-K dated August 11, 2004, File No. 1-6468, as Exhibits 4.1 and 4.2, in Form 8-K dated January 13, 2005, File No. 1-6468, as Exhibit 4.1, in Form 8-K dated April 12, 2005, File No. 1-6468, as Exhibit 4.1, in Form 8-K dated November 30, 2005, File No. 1-6468, as Exhibit 4.1, in Form 8-K dated December 8, 2006, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated March 6, 2007, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated June 4, 2007, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated June 18, 2007, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated July 10, 2007, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated August 24, 2007, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated November 29, 2007, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated March 12, 2008, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated June 5, 2008, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated November 12, 2008, File No. 1-6468, as Exhibits 4.2(a) and 4.2(b), in Form 8-K dated February 4, 2009, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated December 8, 2009, File No. 1-6468, as Exhibit 4.2, and in Form 8-K dated March 9, 2010, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated May 24, 2010, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated August 26, 2010, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated September 20, 2010, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated January 13, 2011, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated April 12, 2011, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated February 29, 2012, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated May 8, 2012, File No. 1-6468, as Exhibit 4.2(b), in Form 8-K dated August 7, 2012, File No. 1-6468, as Exhibit 4.2 and in Form 8-K dated November 8, 2012, File No. 1-6468, as Exhibit 4.2.)
4.2
 
—

 
Form of Supplemental Indenture to Senior Note Indenture to be used in connection with the issuance of Senior Notes.*
4.3
 
—

 
Subordinated Note Indenture between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as Trustee and indentures supplemental thereto through January 23, 2004. (Designated in Certificate of Notification, File No. 70-8461, as Exhibits D and E, in Form 8-K dated February 17, 1999, File No. 1-6468, as Exhibit 4.4, in Form 8-K dated June 13, 2002, File No. 1-6468, as Exhibit 4.4, in Form 8-K dated October 30, 2002, File No. 1-6468, as Exhibit 4.4 and in Form 8-K dated January 15, 2004, File No. 1-6468, as Exhibit 4.4.)
4.4
 
—

 
Form of Supplemental Indenture to Subordinated Note Indenture to be used in connection with the issuance of Junior Subordinated Notes.*

II-3

Exhibit
Number
 
 
 
 
4.5
 
—

 
Charter of the Company and amendments thereto through October 9, 2007. (Designated in Registration Nos. 2-63392 as Exhibit 2(a)-2, 2-78913 as Exhibits 4(a)-(2) and 4(a)-(3), 2-93039 as Exhibit 4(a)-(2), 2096810 as Exhibit 4(a)-2, 33-141 as Exhibit 4(a)-(2), 33-1359 as Exhibit 4(a)(2), 33-5405 as Exhibit 4(b)(2), 33-14367 as Exhibits 4(b)-(2) and 4(b)-(3), 33-22504 as Exhibits 4(b)-(2), 4(b)-(3) and 4(b)-(4), in the Company’s Form 10-K for the year ended December 31, 1991, File No. 1-6468, as Exhibits 4(a)(2) and 4(a)(3), in Registration No. 33-48895 as Exhibits 4(b)-(2) and 4(b)-(3), in Form 8-K dated December 10, 1992, File No. 1-6468 as Exhibit 4(b), in Form 8-K dated June 17, 1993, File No. 1-6468, as Exhibit 4(b), in Form 8-K dated October 20, 1993, File No. 1-6468, as Exhibit 4(b), in the Company’s Form 10-K for the year ended December 31, 1997, File No. 1-6468, as Exhibit 3(c)2, in the Company’s Form 10-K for the year ended December 31, 2000, File No. 1-6468, as Exhibit 3(c)2, in Form 8-K dated June 27, 2006, File No. 1-6468, as Exhibit 3.1 and in Form 8-K dated October 3, 2007, File No. 1-6468, as Exhibit 4.5.)
4.6
 
—

 
Form of petition of the Company for amendment to its Charter relating to the new Stock.*
4.7
 
—

 
Form of petition of the Company for amendment to its Charter relating to the Preference Stock.*
4.8
 
—

 
By-laws of the Company as amended effective May 20, 2009, and as presently in effect. (Designated in Form 8-K dated May 20, 2009, File No. 1-6468, as Exhibit 3(c)2.)
4.9
 
—

 
Form of Senior Note (included in Exhibit 4.2 above).
4.10
 
—

 
Form of Junior Subordinated Note (included in Exhibit 4.4 above).
4.11
 
—

 
Form of Deposit Agreement with respect to the Depositary Shares (including the form of Depositary Receipt to be issued thereunder).*
5.1
 
—

 
Opinion of Troutman Sanders LLP.
12.1
 
—

 
Computation of ratio of earnings to fixed charges.
12.2
 
—

 
Computation of ratio of earnings to fixed charges plus preferred dividend requirements (pre-income tax basis).
23.1
 
—

 
Consent of Deloitte & Touche LLP.
23.2
 
—

 
Consent of Troutman Sanders LLP (included in Exhibit 5.1 above).
24.1
 
—

 
Powers of Attorney and Resolution.
25.1
 
—

 
Statement of Eligibility under Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as Senior Note Indenture Trustee.
25.2
 
—

 
Statement of Eligibility under Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as Subordinated Note Indenture Trustee.

Exhibits listed above which have heretofore been filed with the Commission and which were designated as noted above are hereby incorporated herein by reference and made a part hereof with the same effect as if filed herewith.
_______________________________________
* To be subsequently filed or incorporated by reference.

Item 17.  Undertakings.
(a) Undertaking related to Rule 415 offering:
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent

II-4

a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the registration statement is on Form S-3 or Form F-3 and the information is required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

II-5

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) Undertaking related to filings incorporating subsequent Securities Exchange Act of 1934 documents by reference:
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Undertaking related to the registration statement becoming effective upon filing:
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.



II-6

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Georgia Power Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 28th day of February, 2013.
GEORGIA POWER COMPANY
 
 
 
 
By: 
W. Paul Bowers
 President and Chief Executive Officer
 
 
 
 
By: 
/s/Melissa K. Caen
Melissa K. Caen
Attorney-in-fact

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following directors and officers of Georgia Power Company in the capacities and on the date indicated.
 
 
 
 
 
 
 
Signature
 
 
 
Title
 
Date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
W. Paul Bowers
 
 
 
President, Chief Executive Officer and Director (Principal Executive Officer)
 
 
 
 
 
 
 
 
 
Ronnie R. Labrato
 
 
 
Executive Vice President, Treasurer and Chief Financial Officer
(Principal Financial Officer)
 
 
 
 
 
 
 
 
 
Ann P. Daiss
 
 
 
Vice President, Comptroller and Chief Accounting Officer (Principal Accounting Officer)
 
 
Robert L. Brown, Jr.
Anna R. Cablik
Thomas A. Fanning
Stephen S. Green
Jimmy C. Tallent
Charles K. Tarbutton
Beverly Daniel Tatum
D. Gary Thompson
Clyde C. Tuggle
Richard W. Ussery
}
 
 
Directors
 
 
 
 
 
 
 
 
 
By /s/Melissa K. Caen
(Melissa K. Caen, Attorney-in-fact)
 
 
 
 
 
February 28, 2013



II-7
 EX-5.1 2 ex5-1gasx32013.htm EXHIBIT Ex 5-1 GA S-3 2013


Exhibit 5.1
 
TROUTMAN SANDERS LLP
Attorneys at Law
Bank of America Plaza
600 Peachtree Street, NE
Suite 5200
Atlanta, Georgia 30308-2216
404.885.3000 telephone
404.885.3900 facsimile
troutmansanders.com
February 28, 2013


Georgia Power Company
241 Ralph McGill Blvd, N.E.
Atlanta, Georgia 30308

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We are acting as counsel to Georgia Power Company (the “Company”) in connection with the preparation of a Registration Statement on Form S-3, including a prospectus, filed with the Securities and Exchange Commission (the “Commission”) on February 28, 2013 (the “Registration Statement”), for the registration under the Securities Act of 1933, as amended (the “Act”), of (1) Class A Preferred Stock (the “Class A Preferred Stock”) to be issued by the Company, (2) Preference Stock (the “Preference Stock”) to be issued by the Company, (3) Depositary Preference Shares, each representing a fraction of a share of Preference Stock (the “Depositary Preference Shares”) to be issued by the Company, (4) Senior Notes (the “Senior Notes”) to be issued by the Company and (5) Junior Subordinated Notes (“Junior Subordinated Notes”) to be issued by the Company. The Senior Notes will be issued pursuant to the Senior Note Indenture, dated as of January 1, 1998, as supplemented, between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as trustee (the “Senior Note Indenture”), and the Junior Subordinated Notes will be issued pursuant to the Subordinated Note Indenture, dated as of June 1, 1997, as supplemented, between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as trustee (the “Subordinated Note Indenture”), in each case in the respective forms filed as exhibits to the Registration Statement. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Registration Statement.

In rendering this opinion, we have examined the Registration Statement and such other documents as we have deemed necessary for purposes of this opinion. In such examinations, we have assumed the genuineness of all signatures on all original documents, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all copies submitted to us, the authenticity of the originals of documents submitted to us as copies and the due execution and delivery of all documents where due execution and delivery are prerequisite to the effectiveness thereof.

We are of the opinion that, upon compliance with the pertinent provisions of the Act and the Trust Indenture Act of 1939, as amended, upon compliance with applicable securities or blue sky laws


Atlanta Beijimg Chicago Hong Kong New York Norfolk Portland Orange County
Raleigh Richmond San Diego Shanghai Tysons Corner Virginia Beach Washington, DC




Georgia Power Company
February 28, 2013
Page 2


of various jurisdictions, and upon the adoption of appropriate resolutions by the Board of Directors of the Company or a duly authorized committee thereof, when the Class A Preferred Stock, the Preference Stock, the Depositary Preference Shares, the Senior Notes and the Junior Subordinated Notes each have been issued and sold upon the terms specified in an appropriate order of the Georgia Public Service Commission:

(1) Upon the filing of articles of amendment to Charter, as heretofore amended, of the Company (the “Charter”) in the Office of the Secretary of State of the State of Georgia establishing the rights and preferences of such series of Class A Preferred Stock, and when certificates for such Class A Preferred Stock have been executed, countersigned and registered in accordance with such resolutions of the Board of Directors or a duly authorized committee thereof and the By-Laws of the Company, such shares of Class A Preferred Stock will be legally issued, fully paid and non-assessable shares of the Company and the holders thereof will be entitled to all the rights and preferences to be set forth in the Charter, as amended.
(2) Upon the filing of articles of amendment to the Charter in the Office of the Secretary of State of the State of Georgia establishing the rights and preferences of such series of Preference Stock, and when certificates for such Preference Stock have been executed, countersigned and registered in accordance with such resolutions of the Board of Directors or a duly authorized committee thereof and the By-Laws of the Company, such shares of Preference Stock will be legally issued, fully paid and non-assessable shares of the Company and the holders thereof will be entitled to all the rights and preferences to be set forth in the Charter, as amended.
(3) Upon due authorization, execution and delivery of the Deposit Agreement pursuant to which Depositary Receipts evidencing the Depositary Shares are to be issued, upon the delivery to the Depositary of duly authorized and validly issued Preference Stock which is represented by the Depositary Shares and upon the Depositary Receipts evidencing the Depositary Shares being duly issued against deposit of the Preference Stock in accordance with the Deposit Agreement, the Depositary Shares will be valid, binding and legal obligations of the Company, except as may be limited or otherwise affected by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and to general principles of equity, whether considered in a proceeding at law or in equity, and the Depositary Receipts will be legally issued and will entitle the holders to the rights in respect of the Depositary Shares and the Preference Stock represented thereby specified in such Depositary Receipts and the Deposit Agreement.

(4) When the Senior Note Indenture and any supplemental indenture to be entered into in connection with the issuance of the Senior Notes and the Subordinated Note Indenture and any supplemental indenture to be entered into in connection with the issuance of the Junior Subordinated Notes, as the case may be, have been duly executed and delivered by the proper officers of the Company and the trustees named therein, and when the Senior Notes and the Junior Subordinated Notes have been executed, authenticated and delivered against payment thereof in accordance with the terms of the Senior Note Indenture and the






Georgia Power Company
February 28, 2013
Page 3




Subordinated Note Indenture, as the case may be, the Senior Notes and the Junior Subordinated Notes will be valid, binding and legal obligations of the Company, except as may be limited or otherwise affected by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and to general principles of equity, whether considered in a proceeding at law or in equity.
    
In rendering the foregoing opinions, with respect to matters of New York law, we have relied on the opinion of Hunton & Williams LLP attached hereto as Annex I.

In connection with the opinions expressed above, we have assumed that, at or prior to the time of the delivery of any such security, (i) the Registration Statement shall have been declared effective and such effectiveness shall not have been terminated or rescinded, (ii) there shall not have occurred any change in law affecting the validity or enforceability of such security, (iii) each of the Senior Note Indenture and the Subordinated Note Indenture will be the valid and legally binding obligation of the trustees named therein and (iv) the Deposit Agreement will be the valid and legally binding obligation of the depositary named therein. We have also assumed that none of the terms of any security to be established subsequent to the date hereof, nor the issuance and delivery of such security, nor the compliance by the Company with the terms of such security will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company.

The attorneys in this firm that are rendering this opinion letter are members of the Bar of the State of Georgia. In expressing the opinions set forth above, we are not passing on the laws of any jurisdiction other than the laws of the State of Georgia and the federal law of the United States of America and, to the extent set forth herein, the laws of the State of New York.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the statement with respect to our firm under the caption “Legal Matters” in the prospectus forming part of the Registration Statement. In giving the foregoing consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

This opinion may not be relied upon, furnished or quoted by you for any other purpose without our prior written consent.

Very truly yours,

/s/ Troutman Sanders LLP







Annex I
Hunton & Williams LLP
200 Park Avenue
New York, NY 10166-0005


Tel212 309 1000
Fax212 309 1100


 
File No: 79424.000002

February 28, 2013
 
Troutman Sanders LLP
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia 30308
 
Re: Registration Statement on Form S-3
 
Ladies and Gentlemen:
 
We are acting as counsel to the prospective underwriters in connection with the preparation of a Registration Statement on Form S-3, including a prospectus, filed with the Securities and Exchange Commission (the “Commission”) on February 28, 2013 (the “Registration Statement”), for the registration under the Securities Act of 1933, as amended (the “Act”), of (1) Class A Preferred Stock to be issued by Georgia Power Company (the “Company”), (2) Preference Stock (the “Preference Stock”) to be issued by the Company, (3) Preference Stock to be issued by the Company and Depositary Preference Shares, each representing a fraction of a share of Preference Stock, (4) Senior Notes (the “Senior Notes”) to be issued by the Company, and (5) Junior Subordinated Notes (the “Junior Subordinated Notes”) to be issued by the Company. The Junior Subordinated Notes will be issued pursuant to the Subordinated Note Indenture, dated as of June 1, 1997, as supplemented, between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as trustee (the “Subordinated Note Indenture”), and the Senior Notes will be issued pursuant to the Senior Note Indenture, dated as of January 1, 1998, as supplemented, between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as trustee (the “Senior Note Indenture”), in each case in the respective forms filed as exhibits to the Registration Statement.
 
In rendering this opinion, we have examined the Registration Statement and such other documents as we have deemed necessary for purposes of this opinion. In such examinations, we have assumed the genuineness of all signatures on all original documents, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all copies submitted to us, the authenticity of the originals of documents submitted to us as copies and the due execution and delivery of all documents where due execution and delivery are prerequisite to the effectiveness thereof.
 
We are of the opinion that, upon compliance with the pertinent provisions of the Act and the Trust Indenture Act of 1939, as amended, upon compliance with applicable securities or blue sky



ATLANTA AUSTIN BANGKOK BEIJING BRUSSELS CHARLOTTE DALLAS HOUSTON LONDON LOS ANGELES
McLEAN MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SAN FRANCISCO TOKYO WASHINGTON
www.hunton.com




laws of various jurisdictions, and upon the adoption of appropriate resolutions by the Board of Directors of the Company or a duly authorized committee thereof, when the Junior Subordinated Notes and the Senior Notes have been issued and sold upon the terms specified in an appropriate order of the Georgia Public Service Commission, when the Subordinated Note Indenture and the Senior Note Indenture and any supplemental indenture to be entered into in connection with the issuance of the Junior Subordinated Notes and the Senior Notes, as the case may be, have been duly executed and delivered by the proper officers of the Company and the trustees named therein, and when the Junior Subordinated Notes and the Senior Notes have been executed, authenticated and delivered against payment therefor in accordance with the terms of the Subordinated Note Indenture and the Senior Note Indenture, as the case may be, the Junior Subordinated Notes and the Senior Notes will be valid, binding and legal obligations of the Company, except as may be limited or otherwise affected by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and to general principles of equity, whether considered in a proceeding at law or in equity.
 
In connection with the opinions expressed above, we have assumed that, at or prior to the time of the delivery of any such security, (i) the Registration Statement shall have been declared effective and such effectiveness shall not have been terminated or rescinded, (ii) there shall not have occurred any change in law affecting the validity or enforceability of such security and (iii) each of the Subordinated Note Indenture and the Senior Note Indenture will be the valid and legally binding obligation of the trustees named therein. We have also assumed that none of the terms of any security to be established subsequent to the date hereof, nor the issuance and delivery of such security, nor the compliance by the Company with the terms of such security will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company.
 
We are members of the State Bar of New York and we do not express any opinion concerning any law other than the law of the State of New York.
 
This opinion is furnished for your benefit in connection with your rendering an opinion to the Company to be filed as Exhibit 5.1 to the Registration Statement and we hereby consent to your attaching this opinion as an annex to such opinion. In giving the foregoing consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. This opinion may not be relied upon, furnished or quoted by you for any other purpose, without our prior written consent.
 
 
Very truly yours,


/s/Hunton & Williams LLP




 EX-12.1 3 ex12-1gasx32013.htm EXHIBIT Ex 12-1 GA S-3 2013


Exhibit 12.1
GEORGIA POWER COMPANY
Computation of ratio of earnings to fixed charges for
the five years ended December 31, 2012
 
 
Year ended December 31,
 
 
2008
 
 
2009
 
 
2010
 
 
2011
 
 
2012
 
----------------------------------------Thousands of Dollars--------------------------------------------------
EARNINGS AS DEFINED IN ITEM 503 OF REGULATION S-K:
 
 
 
 
 
 
 
Earnings Before Income Taxes
$
1,401,995

 
$
1,236,111

 
$
1,414,245

 
$
1,781,406

 
$
1,867,911

Distributed income of equity investees
 
4,278

 
 
363

 
 
2,849

 
 
13,830

 
 
7,126

Interest expense, net of amounts capitalized
 
345,415

 
 
385,889

 
 
375,336

 
 
342,935

 
 
365,842

Interest component of rental expense
 
17,309

 
 
21,523

 
 
42,467

 
 
59,943

 
 
60,121

Amortization of capitalized interest
 
40

 
 
41

 
 
40

 
 
40

 
 
41

AFUDC - Debt funds
 
39,573

 
 
39,719

 
 
54,253

 
 
36,952

 
 
21,185

Earnings as defined
$
1,808,610

 
$
1,683,646

 
$
1,889,190

 
$
2,235,106

 
$
2,322,226

FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K:
Interest on long-term debt
$
324,117

 
$
371,341

 
$
377,011

 
$
362,030

 
$
364,508

Interest on affiliated loans
 
22,295

 
 
13,045

 
 
12,526

 
 
9,340

 
 
174

Interest on interim obligations
 
3,114

 
 
538

 
 
—

 
 
—

 
 
1,359

Amort of debt disc, premium and expense, net
 
19,906

 
 
20,241

 
 
21,492

 
 
22,497

 
 
23,033

Other interest charges
 
15,790

 
 
20,573

 
 
18,657

 
 
(13,834
)
 
 
(1,953
)
Interest component of rental expense
 
17,309

 
 
21,523

 
 
42,467

 
 
59,943

 
 
60,121

Fixed charges as defined
$
402,531

 
$
447,261

 
$
472,153

 
$
439,976

 
$
447,242

RATIO OF EARNINGS TO FIXED CHARGES
 
4.49

 
 
3.76

 
 
4.00

 
 
5.08

 
 
5.19



 EX-12.2 4 ex12-2gasx32013.htm EXHIBIT Ex 12-2 GA S-3 2013


Exhibit 12.2
GEORGIA POWER COMPANY
Computation of ratio of earnings to fixed charges plus preferred and preference
dividend requirements for the five years ended December 31, 2012

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year ended December 31,
 
 
 
2008
 
 
2009
 
 
2010
 
 
2011
 
 
2012
 
 
----------------------------------------Thousands of Dollars--------------------------------------------------
EARNINGS AS DEFINED IN ITEM 503 OF REGULATION S-K:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Earnings Before Income Taxes
$
1,401,995

 
$
1,236,111

 
$
1,414,245

 
$
1,781,406

 
$
1,867,911

 
  Distributed income of equity investees
 
4,278

 
 
363

 
 
2,849

 
 
13,830

 
 
7,126

 
  Interest expense, net of amounts capitalized
 
345,415

 
 
385,889

 
 
375,336

 
 
342,935

 
 
365,842

 
  Interest component of rental expense
 
17,309

 
 
21,523

 
 
42,467

 
 
59,943

 
 
60,121

 
  Amortization of capitalized interest
 
40

 
 
41

 
 
40

 
 
40

 
 
41

 
  AFUDC - Debt funds
 
39,573

 
 
39,719

 
 
54,253

 
 
36,952

 
 
21,185

 
     Earnings as defined
$
1,808,610

 
$
1,683,646

 
$
1,889,190

 
$
2,235,106

 
$
2,322,226

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Interest on long-term debt
$
324,117

 
$
371,341

 
$
377,011

 
$
362,030

 
$
364,508

 
  Interest on affiliated loans
 
22,295

 
 
13,045

 
 
12,526

 
 
9,340

 
 
174

 
  Interest on interim obligations
 
3,114

 
 
538

 
 
—

 
 
—

 
 
1,359

 
  Amort of debt disc, premium and expense, net
 
19,906

 
 
20,241

 
 
21,492

 
 
22,497

 
 
23,033

 
  Other interest charges
 
15,790

 
 
20,573

 
 
18,657

 
 
(13,834
)
 
 
(1,953
)
 
  Interest component of rental expense
 
17,309

 
 
21,523

 
 
42,467

 
 
59,943

 
 
60,121

 
     Fixed charges as defined
 
402,531

 
 
447,261

 
 
472,153

 
 
439,976

 
 
447,242

 
Non-tax deductible preferred and preference dividends
 
17,381

 
 
17,381

 
 
17,381

 
 
17,381

 
 
17,381

 
Ratio of net income before taxes to net income
x
1.53

 
x
1.493

 
x
1.468

 
x
1.538

 
x
1.58

 
Preferred and preference dividend requirements before income taxes
 
26,588

 
 
25,952

 
 
25,514

 
 
26,735

 
 
27,471

 
Fixed charges plus preferred and preference dividend requirements
$
429,119

 
$
473,213

 
$
497,667

 
$
466,711

 
$
474,713

 
RATIO OF EARNINGS TO FIXED CHARGES PLUS PREFERRED AND PREFERENCE DIVIDEND REQUIREMENTS
4.21

 
 
3.56

 
 
3.80

 
 
4.79

 
 
4.89

 



 EX-23.1 5 ex23-1gasx32013.htm EXHIBIT Ex 23-1 GA S-3 2013


Exhibit 23.1





CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 27, 2013, relating to the financial statements of Georgia Power Company appearing in the Annual Report on Form 10-K of Georgia Power Company for the year ended December 31, 2012, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement.

/s/Deloitte & Touche LLP


Atlanta, Georgia
February 28, 2013



 EX-24.1 6 ex24-1gasx32013.htm EXHIBIT Ex 24-1 GA S-3 2013


Exhibit 24.1

February 20, 2013


Ronnie R. Labrato, Art. P. Beattie and Melissa K. Caen


Dear Gentlemen and Ms. Caen:

Georgia Power Company proposes to file with the Securities and Exchange Commission a registration statement or statements under the Securities Act of 1933, as amended, with respect to the issuance and sale of an indeterminate amount or number of any of the following securities: preference stock, depositary preference shares, preferred stock and/or debt instruments, or any combination of such securities, and any necessary or appropriate amendments (including post-effective amendments) to such registration statement or statements.

Georgia Power Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint each of you our true and lawful Attorney (with full power of substitution) for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission the aforementioned registration statement or statements and any appropriate amendment or amendments thereto (including post-effective amendments), to be accompanied in each case by a prospectus and any appropriately amended prospectus or supplement thereto and any necessary exhibits.

Georgia Power Company hereby authorizes you or any one of you to execute said registration statement or statements and any amendments thereto (including post-effective amendments) on its behalf as attorney-in-fact for it and its authorized officers, and to file the same as aforesaid.

The undersigned directors and officers of Georgia Power Company hereby authorize you or any one of you to sign said registration statement or statements on their behalf as attorney-in-fact and to amend, or remedy any deficiencies with respect to, said registration statement or statements by appropriate amendment or amendments (including post-effective amendments) and to file the same as aforesaid.

Yours very truly,

GEORGIA POWER COMPANY


By /s/W. Paul Bowers
W. Paul Bowers
President and Chief Executive Officer







- 2 -



/s/W. Paul Bowers
W. Paul Bowers


/s/Beverly Daniel Tatum
Beverly Daniel Tatum


/s/Robert L. Brown, Jr.
Robert L. Brown, Jr.


/s/D. Gary Thompson
D. Gary Thompson


/s/Anna R. Cablik
Anna R. Cablik


/s/Clyde C. Tuggle
Clyde C. Tuggle


/s/Thomas A. Fanning
Thomas A. Fanning


/s/Richard W. Ussery
Richard W. Ussery


/s/Stephen S. Green
Stephen S. Green


/s/Ronnie R. Labrato
Ronnie R. Labrato


/s/Jimmy C. Tallent
Jimmy C. Tallent


/s/Thomas P. Bishop
Thomas P. Bishop


/s/Charles K. Tarbutton
Charles K. Tarbutton
/s/Ann P. Daiss
Ann P. Daiss







- 3 -


Extract from minutes of meeting of the board of directors of Georgia Power Company.

- - - - - - - - - - - -

RESOLVED: That for the purpose of signing and filing a registration statement or statements with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the issuance and sale of an indeterminate amount or number of any of the following securities: preference stock, depositary preference shares, preferred stock and/or debt instruments, or any combination of such securities, and of amending such registration statement or statements or remedying any deficiencies with respect thereto by appropriate amendment or amendments (including post-effective amendments) to such registration statement or statements (both before and after such statement or statements become effective), the Company, its officers and the members of its Board of Directors are authorized to grant their several powers of attorney to Ronnie R. Labrato, Art P. Beattie and Melissa K. Caen.

- - - - - - - - - - - -

The undersigned officer of Georgia Power Company does hereby certify that the foregoing is a true and correct copy of a resolution duly and regularly adopted at a meeting of the Board of Directors of Georgia Power Company, duly held on February 20, 2013, at which a quorum was in attendance and voting throughout, and that said resolution has not since been rescinded but is still in full force and effect.

Dated: February 28, 2013
GEORGIA POWER COMPANY



By   /s/Melissa K. Caen
Melissa K. Caen
Assistant Secretary





 EX-25.1 7 ex25-1gasx32013.htm EXHIBIT Ex 25-1 GA S-3 2013


Exhibit 25.1
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           |__|
___________________________
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
New York
(Jurisdiction of incorporation
if not a U.S. national bank)

13-5160382
(I.R.S. employer
identification no.)

One Wall Street, New York, N.Y.
(Address of principal executive offices)
10286
(Zip code)
___________________________
Georgia Power Company
(Exact name of obligor as specified in its charter)
Georgia
(State or other jurisdiction of
incorporation or organization)
58-0257110
(I.R.S. employer
identification no.)
241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia
(Address of principal executive offices)
30308-3374
(Zip code)
___________________________
Senior Notes
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =




1.
General information. Furnish the following information as to the Trustee:
(a)
Name and address of each examining or supervising authority to which it is subject.
Name
Address
Superintendent of Banks of the State of New York
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York
33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation
Washington, D.C. 20429
New York Clearing House Association
New York, N.Y. 10005
(b)Whether it is authorized to exercise corporate trust powers.
Yes.
2.
Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16.
List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a‑29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
1.
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T‑1 filed with Registration Statement No. 33‑6215, Exhibits 1a and 1b to Form T‑1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T‑1 filed with Registration Statement No. 33‑29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).




- 3 -





4.
A copy of the existing By‑laws of the Trustee. (Exhibit 4 to Form T‑1 filed with Registration Statement No. 333‑154173).
6.
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
7.
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

















- 3 -




SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 26th day of February, 2013.
THE BANK OF NEW YORK MELLON
By: /s/ Francine Kincaid
Name: Francine Kincaid
Title: Vice President















- 4 -




Exhibit 7


Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31, 2012, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS
Dollar Amounts In Thousands

  Cash and balances due from depository institutions:
 
  Noninterest‑bearing balances and currency and coin
3,356,000

Interest‑bearing balances
124,155,000

Securities:
 
  Held-to-maturity securities
8,205,000

  Available-for-sale securities
88,405,000

Federal funds sold and securities purchased under agreements to resell:
 
   Federal funds sold in domestic offices
17,000

   Securities purchased under agreements to
   resell
1,290,000

Loans and lease financing receivables:
 
  Loans and leases held for sale
—

  Loans and leases, net of unearned income
27,994,000

LESS: Allowance for loan and lease losses
243,000

Loans and leases, net of unearned income and allowance
27,751,000

Trading assets
4,936,000

Premises and fixed assets (including capitalized leases)
1,198,000

Other real estate owned
4,000

Investments in unconsolidated subsidiaries and associated companies
1,049,000

Direct and indirect investments in real estate ventures
—

Intangible assets:
 
   Goodwill
6,443,000

   Other intangible assets
1,454,000

Other assets
14,180,000





Total assets
282,443,000

LIABILITIES
 
Deposits:
 
  In domestic offices
129,296,000

  Noninterest‑bearing
85,272,000

  Interest‑bearing
44,024,000

In foreign offices, Edge and Agreement subsidiaries, and IBFs
110,151,000

  Noninterest‑bearing
8,212,000

  Interest‑bearing
101,939,000

Federal funds purchased and securities sold under agreements to repurchase:
 
   Federal funds purchased in domestic
     offices
2,224,000

   Securities sold under agreements to
     repurchase
1,030,000

Trading liabilities
6,967,000

Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
2,740,000

Not applicable
 
Not applicable
 
Subordinated notes and debentures
1,065,000

Other liabilities
8,917,000

Total liabilities
262,390,000

EQUITY CAPITAL
 
Perpetual preferred stock and related
surplus
—

Common stock
1,135,000

Surplus (exclude all surplus related to preferred stock)
9,725,000

Retained earnings
9,273,000

Accumulated other comprehensive income
(430,000
)
Other equity capital components
—

Total bank equity capital
19,703,000

Noncontrolling (minority) interests in
consolidated subsidiaries
350,000

Total equity capital
20,053,000

Total liabilities and equity capital
282,443,000






I, Thomas P. Gibbons, Chief Financial Officer of the above‑named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Thomas P. Gibbons,
Chief Financial Officer
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
Gerald L. Hassell
Catherine A. Rein
Michael J. Kowalski
]
Directors



 EX-25.2 8 ex25-2gasx32013.htm EXHIBIT Ex 25-2 GA S-3 2013


Exhibit 25.2
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           |__|
___________________________
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
New York
(Jurisdiction of incorporation
if not a U.S. national bank)

13-5160382
(I.R.S. employer
identification no.)

One Wall Street, New York, N.Y.
(Address of principal executive offices)
10286
(Zip code)
___________________________
Georgia Power Company
(Exact name of obligor as specified in its charter)
Georgia
(State or other jurisdiction of
incorporation or organization)

58-0257110
(I.R.S. employer
identification no.)

241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia
(Address of principal executive offices)
30308-3374
(Zip code)
___________________________
Junior Subordinated Notes
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =




1.
General information. Furnish the following information as to the Trustee:
(a)
Name and address of each examining or supervising authority to which it is subject.
Name
Address
Superintendent of Banks of the State of New York
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York
33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation
Washington, D.C. 20429
New York Clearing House Association
New York, N.Y. 10005
(b)Whether it is authorized to exercise corporate trust powers.
Yes.
2.
Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16.
List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a‑29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
1.
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T‑1 filed with Registration Statement No. 33‑6215, Exhibits 1a and 1b to Form T‑1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T‑1 filed with Registration Statement No. 33‑29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).



- 2 -





4.
A copy of the existing By‑laws of the Trustee. (Exhibit 4 to Form T‑1 filed with Registration Statement No. 333‑154173).
6.
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
7.
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

















- 3 -




SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 26th day of February, 2013.
THE BANK OF NEW YORK MELLON
By: /s/ Francine Kincaid
Name: Francine Kincaid
Title: Vice President














- 4 -
Exhibit 7


Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31, 2012, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS
Dollar Amounts In Thousands

  Cash and balances due from depository institutions:
 
  Noninterest‑bearing balances and currency and coin
3,356,000

Interest‑bearing balances
124,155,000

Securities:
 
  Held-to-maturity securities
8,205,000

  Available-for-sale securities
88,405,000

Federal funds sold and securities purchased under agreements to resell:
 
   Federal funds sold in domestic offices
17,000

   Securities purchased under agreements to
   resell
1,290,000

Loans and lease financing receivables:
 
  Loans and leases held for sale
—

  Loans and leases, net of unearned income
27,994,000

LESS: Allowance for loan and lease losses
243,000

Loans and leases, net of unearned income and allowance
27,751,000

Trading assets
4,936,000

Premises and fixed assets (including capitalized leases)
1,198,000

Other real estate owned
4,000

Investments in unconsolidated subsidiaries and associated companies
1,049,000

Direct and indirect investments in real estate ventures
—

Intangible assets:
 
   Goodwill
6,443,000

   Other intangible assets
1,454,000

Other assets
14,180,000

Total assets
282,443,000

LIABILITIES
 
Deposits:
 
  In domestic offices
129,296,000

  Noninterest‑bearing
85,272,000

  Interest‑bearing
44,024,000

In foreign offices, Edge and Agreement subsidiaries, and IBFs
110,151,000

  Noninterest‑bearing
8,212,000

  Interest‑bearing
101,939,000

Federal funds purchased and securities sold under agreements to repurchase:
 
   Federal funds purchased in domestic
     offices
2,224,000

   Securities sold under agreements to
     repurchase
1,030,000

Trading liabilities
6,967,000

Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
2,740,000

Not applicable
 
Not applicable
 
Subordinated notes and debentures
1,065,000

Other liabilities
8,917,000

Total liabilities
262,390,000

EQUITY CAPITAL
 
Perpetual preferred stock and related
surplus
—

Common stock
1,135,000

Surplus (exclude all surplus related to preferred stock)
9,725,000

Retained earnings
9,273,000

Accumulated other comprehensive income
(430,000
)
Other equity capital components
—

Total bank equity capital
19,703,000

Noncontrolling (minority) interests in
consolidated subsidiaries
350,000

Total equity capital
20,053,000

Total liabilities and equity capital
282,443,000






I, Thomas P. Gibbons, Chief Financial Officer of the above‑named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Thomas P. Gibbons,
Chief Financial Officer
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
Gerald L. Hassell
Catherine A. Rein
Michael J. Kowalski
]
Directors



 GRAPHIC 10 galogo_lh.jpg begin 644 galogo_lh.jpg M_]C_X``02D9)1@`!`0$`2`!(``#_X0"617AI9@``24DJ``@````#`#$!`@`> M````,@```#(!`@`4````4````&F'!``!````9`````````!!9&]B92!0:&]T M;W-H;W`@0U,S($UA8VEN=&]S:``R,#`X.C$P.C(R(#$U.C$Y.C,R``,``:`# M``$````!`````J`$``$````&`0```Z`$``$```!_`````````/_B#%A)0T-? M4%)/1DE,10`!`0``#$A,:6YO`A```&UN=')21T(@6%E:(`?.``(`"0`&`#$` M`&%C'0`````0V]P>7)I M9VAT("AC*2`Q.3DX($AE=VQE='0M4&%C:V%R9"!#;VUP86YY``!D97-C```` M`````!)S4D="($E%0S8Q.38V+3(N,0``````````````$G-21T(@245#-C$Y M-C8M,BXQ```````````````````````````````````````````````````` M``````````````!865H@````````\U$``0````$6S%A96B`````````````` M````````6%E:(````````&^B```X]0```Y!865H@````````8ID``+>%```8 MVEA96B`````````DH```#X0``+;/9&5S8P`````````6245#(&AT='`Z+R]W M=W`&,`:`!M`'(`=P!\`($`A@"+`)``E0": M`)\`I`"I`*X`L@"W`+P`P0#&`,L`T`#5`-L`X`#E`.L`\`#V`/L!`0$'`0T! M$P$9`1\!)0$K`3(!.`$^`44!3`%2`5D!8`%G`6X!=0%\`8,!BP&2`9H!H0&I M`;$!N0'!`$!Z0'R`?H"`P(,`A0"'0(F`B\".`)!`DL"5`)=`F<" M<0)Z`H0"C@*8`J("K`*V`L$"RP+5`N`"ZP+U`P`#"P,6`R$#+0,X`T,#3P-: M`V8#<@-^`XH#E@.B`ZX#N@/'`],#X`/L`_D$!@03!"`$+00[!$@$501C!'$$ M?@2,!)H$J`2V!,0$TP3A!/`$_@4-!1P%*P4Z!4D%6`5G!7<%A@66!:8%M07% M!=4%Y07V!@8&%@8G!C<&2`99!FH&>P:,!IT&KP;`!M$&XP;U!P<'&09!ZP'OP?2!^4'^`@+"!\(,@A&"%H(;@B"")8(J@B^"-((YPC[ M"1`))0DZ"4\)9`EY"8\)I`FZ"<\)Y0G["A$*)PH]"E0*:@J!"I@*K@K%"MP* M\PL+"R(+.0M1"VD+@`N8"[`+R`OA"_D,$@PJ#$,,7`QU#(X,IPS`#-D,\PT- M#28-0`U:#70-C@VI#<,-W@WX#A,.+@Y)#F0.?PZ;#K8.T@[N#PD/)0]!#UX/ M>@^6#[,/SP_L$`D0)A!#$&$0?A";$+D0UQ#U$1,1,1%/$6T1C!&J$)%ZX7TA?W M&!L80!AE&(H8KQC5&/H9(!E%&6L9D1FW&=T:!!HJ&E$:=QJ>&L4:[!L4&SL; M8QN*&[(;VAP"'"H<4AQ['*,0!YJ'I0>OA[I M'Q,?/A]I'Y0?OQ_J(!4@02!L()@@Q"#P(1PA2"%U(:$ASB'[(B--@U M$S5--8Y",$)R0K5"]T,Z0WU#P$0#1$=$BD3.11)%546: M1=Y&(D9G1JM&\$25^!8+UA]6,M9 M&EEI6;A:!UI66J9:]5M%6Y5;Y5PU7(9O5\/7V%?LV`% M8%=@JF#\84]AHF'U8DEBG&+P8T-CEV/K9$!DE&3I93UEDF7G9CUFDF;H9SUG MDV?I:#]HEFCL:4-IFFGQ:DAJGVKW:T]KIVO_;%=LKVT(;6!MN6X2;FMNQ&\> M;WAOT7`K<(9PX'$Z<95Q\')+%V/G:;=OAW M5G>S>!%X;GC,>2IYB7GG>D9ZI7L$>V-[PGPA?(%\X7U!?:%^`7YB?L)_(W^$ M?^6`1X"H@0J!:X'-@C""DH+T@U>#NH0=A("$XX5'A:N&#H9RAM>'.X>?B`2( M:8C.B3.)F8G^BF2*RHLPBY:+_(QCC,J-,8V8C?^.9H[.CS:/GI`&D&Z0UI$_ MD:B2$9)ZDN.339.VE""4BI3TE5^5R98TEI^7"I=UE^"83)BXF229D)G\FFB: MU9M"FZ^<')R)G/>=9)W2GD">KI\=GXN?^J!IH-BA1Z&VHB:BEJ,&HW:CYJ16 MI,>E.*6IIAJFBZ;]IVZGX*A2J,2I-ZFIJARJCZL"JW6KZ:QK_UP'#`[,%GP>/"7\+;PUC# MU,11Q,[%2\7(QD;&P\=!Q[_(/%$XIZ#+HO.E&Z=#J6^KEZW#K^^R&[1'MG.XH[K3O0._,\%CPY?%R\?_R MC/,9\Z?T-/3"]5#UWO9M]OOWBO@9^*CY./G'^E?ZY_MW_`?\F/TI_;K^2_[< M_VW____;`$,``P("`P("`P,"`P,#`P,$!P4$!`0$"08'!0<*"0L+"@D*"@P- M$0X,#!`,"@H.%`\0$1(3$Q,+#A06%!(6$1(3$O_;`$,!`P,#!`0$"`4%"!(, M"@P2$A(2$A(2$A(2$A(2$A(2$A(2$A(2$A(2$A(2$A(2$A(2$A(2$A(2$A(2 M$A(2$A(2$O_``!$(`%P`O@,!(@`"$0$#$0'_Q``?```!!0$!`0$!`0`````` M`````0(#!`4&!P@)"@O_Q`"U$``"`0,#`@0#!04$!````7T!`@,`!!$%$B$Q M008346$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I*C0U-CH.$A8:'B(F*DI.4 ME9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G:X>+C MY.7FY^CIZO'R\_3U]O?X^?K_Q``?`0`#`0$!`0$!`0$!`````````0(#!`4& M!P@)"@O_Q`"U$0`"`0($!`,$!P4$!``!`G<``0(#$00%(3$&$D%1!V%Q$R(R M@0@40I&AL<$)(S-2\!5B7J"@X2%AH>(B8J2DY25EI>8F9JB MHZ2EIJ>HJ:JRL[2UMK>XN;K"P\3%QL?(RKR M\_3U]O?X^?K_V@`,`P$``A$#$0`_`/U3HHHH`****`"BBB@`HHHH`****`"B MBB@`HHHH`****`"BBB@!KC*$8SD=*Y3Q]XRM?`/A#4-7U69$CLHLAG.-[$[5 M`_X$175N=JD\G`[5\*_MG?%T>(?$$?A'1YF_L_30KWFTX#R\D#UQRE>7F^.6 M$P[G]IZ+U/J^#>'9YYFL,-]A:R?:*W^;V1L_LS_M%7&I_$S5]-\5311P^)+M MYK/.1Y'PWF3FGAZCU6J_7_`#/T#Q7X M1A@IPS'"PM3E:,DNC2LG\UIZKS/4**09XR![T#IS7V%S\4`'/2BO/?B/\;O" M/PGMHF\9Z@8;B9GN>*\VTS]NCX::A>K;SC7K)2V//GM%V#W M.V1CC\*CG+Y&]CZ+)`ZTMUM'NFFM2'W(B[CMYQG' M;->+']O+X;8_U/B3\;%/_CE/F0*$GL?1N<=:,CUKSOX4_''P[\9;#4;OPFNH M)'IDBI-]KA$9R02,88YX%WY'K1D9QGFO%?A[^UC\/\`XB:BFGV%Y=Z=>S-MBBU&,1>8?0$, M5)]LUU/Q5^-6@?!G3+"]\8+J$L.HSF&$V<`D.X#/.6':ES`X-.QZ#D9QWHR/ M6OG$_MW_``U)421^(ERW5K%./RDKUSX?_%CPW\4M):_\%7PO(XVQ-&5V21'T M93R*.<'3DMSLZ0L!U(%>.?$?]J?P!\,K][#5[ZZO[^-B);;3HA,T1]&.X`'V MS6;X,_;*^'/C'5(;".ZO])GN&"Q'4H%C1V/`&X,P!^I%',@]F]SW7-&X'H1S M7#?%+XNZ%\)_#4.N>)A>R64TZPI]DC#MD@D<$CCBL?X2_M">%_C+>7]OX0BU M19=,1'F^U0+&,.3C&&.>AI\PE!M7/42P'4@?C17E?Q<_:(\(?!S4;"Q\6_VA M)GT-/\`A+^T/X4^,UY?VGA0W\=S8(KNEW"(RRL2 M,KACGD<_44N/SKYF M_:)_98A\:K/K_@H?9];509(,#;<8//I\VWCKVK?U7]LCP!I&J75G-_:TK6MM'DZ[SRO^CQ=/?][7@XW&99BJ;IU:B_R/O\ MBRCBW*<3'%X+#S3]-&NS75'P1K.D7NAZI+8:M:S6EU:.5>"2(H54'##![>AK MU7]F/XKO\-/'\27[JNDZG*8+Q=V`'*_*WIG.RO>?&WAKP-^T]X6U+Q'X8M[C M2K[1E9_[0NAY23$@DAMC-D93DXKXIES:SN`V6ADPC1C.UE.><]\<_E7Q-6C/ M`UH5*+[V/Z!R_,,/Q1EM?!8JDX5$N6I%KX6U=-/\5U74_7JVN([JWCF@ ME$DU2Z\8#4; M>**>]E@6*5)XV!X7<5VMD>]9'Q_^!WB;X3?$*YUWPY:W4FC37?VRRO;>,N+9 MRV[:V`<$'IZC%BD\X&2>`*OR, M+JZ:V/I#P7\5?A_KGPA\:^#_`(6Z;J^G0Z?X?O+IC?`'?E,$EMQ^8G\*^//` M^IZ#H_B&"X\;://KFDHKB:TAN3`SDJ=I##D8.*^K_@Y\#-4^'OP+\?:WXHMW MM=7UW19XX;8CYXH5C)&1ZL2>/0"OESP#K]UX%\36^KG0[?5UMU=?LE_;EXGW M*1DC';.:;V%"VMCZ,@^('AO1_P!FOQEJ_P`(-`OO"IO-0BL)5FOGN&.X`&0% MCQ\I(XKQW]GKX*#XY>+;NPN;]["TL+7[3F?';Q5>>-?V8/A?J^LDR7EQ>7,4LAY+F)I8]Q]SLS7ET6E^/\`]HCQ MLMS/#>:WJ5T41[GR-D4"#CDJ`JJ/\:]T_:L\`?\`"O/@;\._#5F'N3I-U*)7 MC4D,[JSNWXLQH\P;V3/$?#:_#S_A3VN-XF%P?&@N3_9?D,^2N!]X?=V]>M=# M^SQ?>(?!FA>/O%NC1S0:?9>'98O/*?(T[2(D>.Q())_#WKGM*^$MUK_P;U+Q M7I]O*;O1-3$=Q'M.7MW0?,!_LM_,UZO^R]XM/BOPQKWPE\6F6*SUVUE_LR=U MYBD/+)^>&'T-%F#:L>7?L^_"Z/XU_$E=,UZ[ECM$A>[O9$;][*%(R`3W)/6N MCO[3X'>'/'UR+V/QG=:?ITK1/I^(L-*C$,?,W!MAQTP#[U@Q:9X\_9A^(BWO MV":"YM7:-9FA+V][$2,@-W!'XBLSQ!=Z_P#'3QE"_A[PO:VES=$+]GTNU**6 M)Y=V]R>I-`^M[Z'O_P"T3\2-!^)G[-]A?^#;:\L],M-;CM(X;H`,H1#Z$\8- M5_\`@GPVW7O&)8X46EL?;`9ZE^.GPMD^%G[+7A_P^ZF>^&JI<7IC4L#*RG=^ M`X'X5PG[,WBJ;X>^#OB?J_ERQW,6DPQV@*'+2LSJN..Q8'Z"B^I%DXNQA?&G M5;CXV_M%7%CI+F6.XU./2K$@9`17V%OIDLU2_L_Z]UT[6&\B(W\FE M7VX8X8E58_\``@I_&N3^$O@?QQXO\8>;\.8YH=:L4-U]I=A$8R3C(9N,\_SI M/BKX)\;>"O&AD^(40<`[EXS\HH--+6/U:=BH&/6OG_`/:W M^,7_``@?@QM(TJ=4U?6%"C!^:*+<3;1^41LC7MC']X$_C7B M<09@Z&']G#XI?D?>>&?"\81_$.I M_$U9L-,DU34(++3]TDUS(L2Q@7-I']OD>+(9GCQ*``P_B)[UX'JO[&TOAT&37/& MF@6!47#\O_`I:Y?Q7^T_\4?$:2QB_EL+9@0L-K91_+GT8IN_6O,M5U7Q M%K4D@U.[U6Z9SR9B[Y'7H?>OZ!XU>[BM[-S)9R-"6"J=HV9Z]0Q_&NG(,SC0JNE-7XE<'UL M7@H8ZE-U:T-):*\HOLHI;/UT/L66W6<;)0K*1@JPR#5*V\.Z=9S&6TLK*"7N M\=NJD_B!6IM&M!4$$$=: M+!U87.F2K'))90 M0HC916X^<'^+TKZ.*`\$<`5^7W[4FU?V@_%^\97[7%G_`+\1U,KI&U)^)=2BL-5LM8TV*5@!<7T4;1(2>"=K$CZU[1XA\8>&?"'A>37M?NM M.@TAD#B<;=LH/*A/IC-?FY\8M4^'FI'0E^%&F75E*EIMU-W9RLTN%P5#L M3G.[I@F>#OVB?!OQ)\/ZEJ6@Q M/<:AI-JT\FES(JW)1`20H)P>AZ'%?.'P,_9(TCXF_"[_`(2#6-7NH+Z_\W[( MMLR[(-C%?G!'))&<>E>(?#_4[SP!\5=.-C/N>SU1;:7RN1/&7V.OT89_.B[' M[.#T1]N_#7]KOPA\2?%MAX9TS2=7L9]2\Q8C,[W3Y[G3]92%K:&!4,K"5`PX)`X!YYKSJ/\`;4\% MRZ#/JX\+:]]CM[M+4MY4/+LK,`/G]%/YBOE?QW\3CXB^"'@+PWYY:;1Y[LW* M9Y"J4$/_`(ZS?E74>-?!9\)_LG>$;F9`EQKNNO?/QR5:)@G_`(ZH/XTN5=@5 MUNSV[_AO/P#CYO#&O[O3RH?_`(NNP\5_M2^$O"'A+PQK]_H>JR6WBB.22VCC MBCWQA"`=^6`SSV)KX@^&/C3PWX4@OU\7>"K7Q:UPZ&!Y[N2$VX`;(&WKGCKZ M5ZW^U73U[TN6/8;W2U^\]8C_ M`&\O`&\!_#>OJK=S%#_\77M'PS^*?A/XLZ4^H^#)X7\DA+B%T"RPGJ`RG^=? MGAI^M^!$^"]]INI:;)+XX>^W6=Y&C#RHLKU;<%(P&&,'K7N7["G@_7+.]U[7 M;FTN;72+VT2&WD>,@3N'#94'J`._O345V%-.UTV?<5%%%=)PA1110`4444`% M%%%`!1110`UC@]^E?F;^TYX&>ZB,;QVKL&'DQC@@5^F1 MR00.M0-:([;W1&?U(J)*Z-*<^5W/%?AW^S%\.]/TO1M6_P"$7MFU#[+#+(UQ M))+B3:I)V.Q&<^UR%JZ9) MR#@$9&<]J]._9F_9I\1>)/&FG^(?&.FW>FZ)ITZW.+V%HWNW4Y4`'G&X9)/] M:_0(VL3N"55SCJ5%.$`&0IY'M4J)JZ[MHCX1_;C^'-\OQ&T_7=%TV\N8]9M" MDQ@MV?$D9`YP#C*L/RJE^SQ\&KW7?A5\49]5TZYAN+G3EM+%)[=E8NG[XD`C M)^98^GO7WS]F4N/,PQ'0E1_GTIYA&?E('8@**?*2JKY;'Y'^'_AWX@US7=/T MY=&U2,WMW'!N>TD4(68#)..*^Q/VTO"\UG\(/">D:!8W,\>FWD421V\+/M1( M2HZ#Z5]6""-`-JJ![#O1Y:OPYW^Q&:7*$JS;3ML?EQ\-_&OC?X507T6@>&8; MM=0='E.H:*]P5V@XVYQC[QKTG]HRX\0^//A;\,=5OM)G_M&6WNVN8;.P>-8/ MG`4!`#M&`.*^_A;1C(")@]/E%,^R)@#@^@*C`HY/,;K*]['YG-\$+_4/@1!X MIL]+O5U33=5EANX/L[B22%@H5@N,_*V?P)KUW]DOXOZCX'TB_P##7CFSUF#3 MX,W&GSM9R-L)(#Q8QP/XA^-?:PMXT!4`!3U7'%(MO$F.%)QUQ0HV8G5YMT>5 M/\:6C^+B>&VBA_L,_P"@G41+S_:17S!#CTV8_$XKEOVEOCUXA^$E_H-GX:LK M81:IO:;4[U9'AAVD#:0HZ]_Z5J+\%?#"^"VO#;.VL[Q?#62$^V"XW;_,\S;U MSQC&,<8JG\>/AI;>/KC28]3UG7[.#[(8Y8+&Z2*.8$@DNI0@FE=V&E&ZT.1\ M0?M-^,;F_P#"WAGX=:=H^O>)M8TI;^YFBGS;X^E=)XZ_9I\(#P_P"&CIC:OI5S MI5L+>*[LKL)*Z'>QW$J03DMT`^\:DU/]F[P=!\&9-(ACU!!#/_:0O1<#[0TX M5UR6VX(QVQ2NRDH=C-U3]I#QZVH?$>+PWIVC7">!;E2QF+#=;YD#L?FY/R+T M]365)^UKXWT?P-X8\3^(],T:"P\0ZFT(>-7/^C(=LC@;N&#!JZ_X?_!;0M'^ M%WBM8[C5;FY\3PRIJ-Y+;3X167B=5\-SWUWK\>GD)YHBBC>!WR^[!#`J,XR* MT=9^!6@/HWC;3DNM5CMO$6J03W2QR1#RV24D"/\`=X`Y[@U0N/@?I.J_#6'P M_JFK^(KNPM]=2XC,UU&[J5MY%"`F/`7!/&/QI7?<=H]BE=_M@^++3X>ZCJXT MW2)[W3]<2P%S`SR6MTC*[$QGN1L`SG'S5VGPJ_:?O?B=\3M*T*RM[>+3KO1C M<8R./8BN4_X9^\/KI&I:-%J&N1Z4VM)>QVBSQ;(9%9QA@KNO"_P8\/^#_CK=^(=!:^M[JZAN5\4_M1^/YO M$6OV7@/P]I\\'@RT$NMO=.2P*@>;MY&`&W`8R2!FNJ^/?P4T+Q7XGL_$,ESJ M^FZNR>3+ZSXFUOQS#!96']GZ/HU[J&BR$,&G\GE=Q)P00#G%:VJ M?LX^$5U6*VB&HQVL7AJ:Q2%94*JK*Y,F2A._)SG.,]JI/^S]X;T2&W;3+G5H M=GA:ZL&`EC/F1R+)N9OW?WOG/3`Z<4KR*48=C"\$?MG:W>7"/XNM-$FM)]*N M+U#ID[>9:M"K$),N3@N5``.#\R^M;'@/]K#Q+KOACQI<>(],L;+6-#T9=5TN M+YE2XB/J"%="OXWT:[UZT%UHDEK.BWBN)$:-LYW(?08`P!@<4[L5H/H9_AS M]L?7?%R^$-.T^UT^W\0:QK"V%_#(K[$CD*B*1!D'!R<_3WJYX0_:=\?^)O'. MG^"X]#L(->34IH=6=TD\N&!"N7`SG^_U_P!G'6M2W_9]\+Z?KGPTU>S;48K[ M11:['66,?:/*F3891LY(R1QBO0/#?P[TO3/CEK_BN![IM1U.T\N6-V7RE`6, M?*`H(/RC.2::N]29PQDLJA_F(`.['4U)CFF)\JJ!TP!BI*U1SL2C%+1 -3L(3`HV@=A2T4`?_V3\_ ` end GRAPHIC 11 huntonlogo.jpg begin 644 huntonlogo.jpg M_]C_X``02D9)1@`!`0$```````#_VP!#``0#`P0#`P0$`P0%!`0%!@H'!@8& M!@T)"@@*#PT0$`\-#PX1$Q@4$1(7$@X/%1P5%QD9&QL;$!0='QT:'Q@:&QK_ MVP!#`00%!08%!@P'!PP:$0\1&AH:&AH:&AH:&AH:&AH:&AH:&AH:&AH:&AH: M&AH:&AH:&AH:&AH:&AH:&AH:&AH:&AK_P``1"``X`((#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#ZV^-GPZ\- M_$7P#K%MXLTN#419V-S/9O(#OMYA$V'1@<@BO#/V"_ASX/+-C^+!;GK7O'A;XO?!SP3);^!O"=Y'I-S!(5BT6WT MNY656/S$^7Y>>?O$_C7@OQT\8^-_$_CKX)1^.OA[+X+@A\96S032:M#=^>QD MC!7;'RN!SDUWT,2']ONX;8-P\$[@??>HS^7%`'OWC7XD>&OAW80W_C'4&TRP MDSBX:VEDC7&/O,BD+]X8W8K#\/?'CX?>*];T[1=$\112ZIJ<)FL();::`W,> M"=\9D10PP#C!YK/_`&FD#_`#XB!AD#1)SSZ@9%?-OQJ\`:KXZ\3_``IM?!=Y M)IOB72/`*`/L[Q3XKTKP7H\NK>(IY+;3X3^]F M6"2;8,$EF"*2%`')Q@5P4W[2OPOM[#3;Z?Q5&EKJ>_[`_P!CN/\`20APQ0;, ML`>,BLGX6?&"V^,_P8U74YD%KK]C83V>MV)&&M[I8V#?+U"MC*)HM^IVGA@64&<%8XWD#L0,9W$H.:`-E/VI/A,\\D">+8WN(N9( MEL+DN@]U$>1^-=-I?QC\"ZUX.O/&.G>)+*3PS92-%<7[EHXXW7!*G<`<_,., M[O0!ZK;?M/^!FFA;4H_$&B:5<.%@UC4]"N+:QD).%Q,RX M4'L6P*Z[Q?\`%[P9X!EL$\7:W'I<=_M^RW$D,A@DW=`)54ID]>3TYKJ]9T:P M\0:5>:5K-K%>Z=>PM!<6\JY22-A@J1]*_/B_MY]:^&&M_!?Q)?2O%X8^(^GZ M1:W);?*EA/+(L1Y_NC./RH`_0RYO8;6SENY"S011F0F-2Y*@9X`R3^%<1X3^ M-?@GQQK,VC^%]6DU#4;ZM\&O MB9-M\8>$R4L)Y>/[1T\?ZN1,_>VKC_@)7T-=%\`51/&7QO31())H[2!I3$AZ,V.E;%I=17UI!M9?&/B/3_`#EN%OI!=VD^T[9D"A&52?O!2N..*L7OCF_T M>_@LIO"EZ(I]PM/*FC)D"C.`H.`=HSMS0!WM%>9GQ9XVF)D@\-21Q/\`,B2# MYE!Z`^]%`'7>-2%\'>(2W0:9 M!_%^A76@P_%K3O":7$;Q7K0W%OYTD+J59?WH.S(/W@,TW]GGX5:?\,O#B0^" MO'5]XD\(RO)+#;W$4!C$A(#.LBJ&Q\O3.*`.&_:\8+XQ^`N3C_BMK<_^/Q4Z M[B;2?V\-/N+T>7%K'@MXK-C_`,M'1\LH]P$-=!\:/@+:?$J^LO%'B_XC:OI6 MFZ#+]MTU;6*WCALB2I$@?82YRJ_,QK(\-RIA"IP`5P,T`>@?M/W,5K\`/B`9WV^;I,D$8[L[D*JCU)9@*X M^RM9;#]H#X36MP-LT'P_NXI%]&5K<']16186VAZU)IFI_&'XYZ7XWT+3;Q9; M2TCMK?3[*2Y3E&F*,?-93\P4MC/:N@A\%VWQ,^):>/?!OQ=-W?:3%):VT.GV MMK<06UO*V3$>#OSC[Q.?EH`\Q^/VBWW[//Q"NOBMX1M99_"/BN%]/\6Z?#T6 M5U(2X`Z`ECG/][=_?KW?]F$;?V?OAX/^H/%_6MSXF:QX$_L.\\,_$W6-,L;+ M6;5X9(;ZX6'S4/!*DD<@\C'0U3^$5MX>LOAKI_AKX>^*(-E`'D_PG_Y/'^-/_8,L/\`T%*?JJ'P!^VGINK:@/+TSQUX=.GV M]P_"B[A(/EY]2(X\?[U1V?P\T+X2_%?4?&7B'XTFS\2:PBG4X-2@M(8[N$$$ M(%(&P#8,%>17L?BCPOX.^.OA"."XGCU33?.$UEJ%A/MEMKA#Q+#*.5=3W%`' M>2S1V\3RS.L<2`L[L_&C5]5T34$<)I"6EO9WE_"@&]'N4_>2+AANV@9% M7_BU\&M,U?PGHNGIXND\`^#O#4L%S;6UE:0B.&:)OW4A=P3@%NG0GDT`8/[4 MWPQU6[MM*^*?PW!A\=^"V^TIY:Y-Y:#F2)@/O8&X@=PSCO7$_`GQ[_PG?P[^ M,OB[1X);)-8\2><82WSQ![>`.,C\>:^EOA_XKT?Q)I*V^E>,-/\`&5[9(HO; MRT:+)+9VEDC.$SC]*R_A_P#![P]\-X?%MMHJ'^R_$>I/J$UFZCRX"Z*K(N/X M?ER/2@"7Q+X>_M7P[I&J^$=L>HZ7$DVGM'T>/:,Q\=B.U1VGB6W\=#P[]@1D MO(+P7-Y&>MN(U(8'_>+8'K6)X1U#PY>:B^B_#SXDVUV!N8:?!)#=M"H/S8/) M7\:S-9O_`(D1# M]Y;.P;:W'S#>@`!_OFO:/CUXZA\&_`+Q5XBTMXXO-TDI8E<`;YP$0KCT\S=6 MC^T!X,3Q_P#!OQEH;(KS2Z;)-;\9_?1#S$Q[[DQ7R]X7\6_\+D^%W[._@6Z/ MVF6\U5G_>H`]Z_9;\;VWBG]G3PMJ=_,'&EZ>UC>E^B? M9LKSG_8537B>A^%=,?\`8[^)_BUM)MH+CQ:=3UF,&)=R1&9O(4<<;0,C%U^Y^%_P]_:/^'-HS)?6FL_9M'A'!V:@_D)M]]I#5]'?&#PQ#X,_9.\2^'K7 M;Y6E>%3:@KP"4B"EOQ(S0!YUK&GVG_#O^)OLT&1X1MY0?+'WSL.[I][/>O:_ MV=K"UT_X'?#];.VB@$F@V[1*S,<=22237CNK_`/*/V/\`[$VW_P#9 M*]M^`/\`R0[X=?\`8NV/_HE:`/.OVW;2";]G3Q1+-!%)+!):-$[("4/VA!D' MMP2*]@^&NFVFE_#_`,+VVG6T5M`FDVH5(T"C_5+Z5Y#^VG=03?LY>,XHIDDE MA>S$B*P)0FXC(#`=,BO:?`O_`"(_AK_L%6O_`**6@#YZ_;RL;:X^#EC--;12 MRQZ_9A79`2`VY2,^X-?2^D016VF6<5O&D4:0H%5%``&T=`*^:_VYKB&X^"UM MY$B2>5XDLD?:P.Q@6RIQT->Q?$KQS'\-OA3K'B>3F:PTW-K'@$R7#*%B0#OE MV48H`^4OCGXK\03_`!1N_BWH4TK^&?A9K=KHK0Q1Y%QYG_'\P;V+I$??%?<- MI=6NL:=;W=J\=U8W<*S1..5D1@&5A[$'-?)OA?X7_&:W^#-QX#N_#W@:YL]9 MM;AK^XO-4NEN9)KDEWE<+$1Y@9NQ_A%=C^QKXOOM4^&-QX0\2%D\1>"+^71[ MR-VRP1&/EGGJ`,H/^N=`'@7P7O)OA-^TE66@?-XC\2S)HFCQCJ;BX^7=]%7>Y/;;7SSX@\ M#7'C'X`_$V\T8$:[X:\?:KK6F2(N722"?+`8]4W_`(XKM?AMXYA_:.^)7A;Q M';YET7P3X=2\N%_@_MJ[3:4..,QQJ_T+4`>=?`)=7\+_`+%_C_4_!4&?$T%W M?A+FWCS-A1&K.K#G*IO8>E>T_L\W/PQ^)WP-TCP_HMOI=[#_`&9';ZWILB(9 MQ<%`)GE4_,2SY82=^H-Y/` MIWQ@_8_T6[-[XQ^#-Q<>!?&UHKW4!T^9H[>>09)7:I_=ENF5X]5H`]8T'X6: MWX=T+3-'L?%C&UTZTBM82]F"VR-`JY^;K@"BOBO1_P!O;QY;:180WFG6E[$?V@OB@U]O.F^ M%YY+/2T9CM3[6PE#*.G,2IG_`'J**`+?Q-^%EQJ7[;'@:XMPRZ/J]M'JVH1I MD)))8;BI8=#\WDC_`(%7T1\:/`GB#XF>"M0\*^'M9L-#M=5@:WOY[FQ>YD\L MXXC`D0`D9!)S110!Y_=?`OQK<_`N/X5-XNT-;-;-=/.H#19?--LI!4;?/QOX MQN_3-2^#?A1\8O`GA?3/#FC_`!-\/SZ?IENMM:FZ\+LTB1*,*I87`S@<#BBB M@#G_`!/^S7X[\7>!_$WAK6_B!I4TWBC55U'5M0_L)A(^Q8Q'%&@FVJ@\I?>N MKT#X<_&KPYH6GZ/9_$_P[/!86Z6T,MQX59I"B*%7<1<`$@#KBBB@#C?%O[+_ M`(W\8>`$\(ZG\0=,83:W)KE_J']B/YUQ=.[,!M\[:J#=P`.U==\1O@]\0OB1 MI?A>PO/&>@V,&B7L%_+'%HDK)>SPL#&)%,_"<9*CO110![1:IJPT94O)K)]9 M\DAI8H76W\S!P=A8MMZ9&[/O7@GA;X#_`!!\)_%?Q+\0M/\`&^A&[\2*%U#3 M3H4JVS;0`A&)]VY<=<\[FHHH`ZCX/?"CQ9\.CK]IXC\2Z3XCTC7-1N=2N($T ME[>2.:?EU5C*PV$]B,^].\#?!*3X1^`=6\._"_4+*RO]2U">[>^U"R:4(),A M5"(ZYV*$4!T=9$;S2"NZ,'&,^AKOE\(_&"_\.OX=U[QGX=CADB^SS:Y8Z7,M^\1&&8( MSF))"/X^0.N***`-72?V=?AGI&EV.GP^%[2:.SMXX%DF+-(X10H+'/+'')]: &***`/__9 ` end GRAPHIC 12 troutmanletterhead.jpg begin 644 troutmanletterhead.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBI MJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W M^/GZ_]H`"`$!```_`-SPA\'],U"WO-7\36U]]MO+N>06K3-$(E\QL<*022,' MGUKS_P`1^&-+T_XZ:?X:MHYTTF:6W5X/M$AR&`W?,3G]:]!\,/B7J/@..T?4_#8FM;D[(98KT!B0`<, MI3Y3SZFKEWXW\4:?9F^O/A_>?9%3>[VU_%,ZKC.=@Y/%;OA+QCH_C72CJ&CS MLRHVR6*1=KQ-Z,/ZCBLKQ'\1;32==B\.Z583ZUK\O(L[9@HC&,YD<\+QS_/% M5[SQ3XXT:T>_U+P;;3V<:EY5T_4/,FC4=3M*C=CV-;.C^+[7Q5X;.K>&!%?2 M`A3;SR>24;C*N<':<<]"#7+>'?BCJGB?Q%?:'8^%DCN[!F%VTVH`(FUMIP0A MWI^*+GPZEO:68 M98XOMH>2619/+9>%X&<\\].E1:A\0_%.D:%+K6I^`9+>QB0/(QU.,NH)`&5V MY[CBDTKXB^)M>T./6=)\!R7-C*&*-_:D8=MI(.%*YZ@U)-\2[Z/P#:^+X_#H MELWW"XA^V;986$IC``*?-S]#[5J?#OQ];?$#1[F]BM#9RVT_E20-)O(&`0V< M#KS^1KH]7U.#1=&O=3NCB"TA:9^>H49Q^/2N!\$?%2^\?Q_%*T/Q1?P3-8^7('*)=B<,K-L#@;<<'MUZU MZ!7F^I?%F+0/'T?AC7](:QBE8>7?^>&C96^X^,#`)X//!SZ5Z/GY]< M6WBWQ(OB1=`_X1>U^V/:M=K)_:?[LQA@AY\O.;?S2K&9&Y/S9=OS./RKW6O`/`,Q\-?M!Z]H%J=EC=O+^Z'W00/,7'T!(_&K MGPB_Y+#XZ_ZZS?\`H\U[GWKA/A_IUGJOP\^R7T"SVTM]=.T;]#BY=A^H!J7X MN_\`)*M?_P"N*_\`HQ:K?!3_`))-HW_;;_T:U.^(=A::5X!-E8VZPPRZE;?N MUSC<]RK,?Q))K@?"!/P_^/FJ>'7_`'>GZOEK<=N';_`,/^$_"WC;:5UC[6UW?/W\R5O-0'V7&VOH?2=2@U MC1[/4K8YANH4F3Z,,UY7X]\%6_COXBW^F2/Y5U'X?CFM)NR2"=P,^QS@TWX0 M^.KN.YD\">*"T.KV!,=LTIYD5?X">Y`Y![K].>TE_P"2Q6O_`&+\W_I1%775 M\[>,/^3GM)_Z[VG\A7T37B7[2'.A:!_U^/\`^@BKWQ`^&'G6-EXF\&P1V&NZ M/UZ>E;G@'QY:?$CPU=:?=[;?5T@:&\M^F01MWJ/3GIV/ M'I7&?`>1_#GB+Q)X/U(>3?I(LB(W&_9D-CUX*D>W->ZNZQHSNP5%!+,QP`!W M->"?#.V?Q9\:]?\`%\*DZ;;R2K%*1P[-\B@?\`!/Y>M6/A=C3_CCXUL;DB.X MF:9XT/\`$/-WX3SQ6MO+<3R+'#$A>1V.`J@9)-RA0\I'_`VQ_P&N-^%V+?XZ>-K?\`O&=A_P!_@?ZU MVGQ+%QKDFC>#+*<0SZK.9IY"F\1P0_.25[@MM&.]5/%7@7Q?KWAB^TZ[\76] MW$\6X6XTI$WLOS*`P;*\@O3TK-^& M?C@^.?'%I=7$9CU"TT*6"[`7"L_GQ$,/J.W8YKUK4[.74+"2VAOKBQ=R,7%M MMWK@YXW`CGIT[UP-U\&-(O=<76[G7M>DU175UNC<('5E^Z1A.,8%=I8VZ^'M M+F;4=;N+J%&,C7.H.B^6N`,9`48^OK7DWBV^^&OC"^"ZUXZOYHHI&:**(8AB M)[!A%S]237IGA!K&33B^G>)I=L^,]=OM/;A[8&.(2#T=E4%A76Z1HVG:!ID6G:5:1 MVMI%]V.,=^Y)ZD^YKGO$WPYT?Q)JL&L":[TW68,;+^QDV2<=,\$'T^G%5S\/ M9=0VQ>(?%.L:O9*039R%(8I,=GV*"P]LUVL<:11K'&BI&@"JJC`4#H`*YOQ3 MX-3Q9!-:7NM:G#83*JO:6S1JC8.>25+=<=^U,\*^"8O"$,-KI^LZG+81;MMG M<-&R`MSU"!AR2>M'B3P3'XGO()[K7-6MX[:9+B""VD1$CD7HX^4DGKU/>KNH M^&(-8\*7/A_5;RZO(;A"CW$FP2]<@\*!D'&..U0Z!X0@\->%/^$?TO4+R*%6 M8Q3DHTL>X[CC*X/.>H/6L+3?A18:1K]QKECKVM1ZEU5MV<+^OO71:E937]H8(;^YL7+`^=; M[=^/3Y@1^E<=X?\`A5IWAC6)M3TO6M8BN)\^?NDC99LG/S#9Z\U;7X?LNN-K M0\4Z[_:+0"W,V^'!C!R%V^7C&!?&?7$D^)/A_0M9DDC\.1^5<7*+G$FY MR&)QU``Q[&OBC/X@T<06 M^CW5FT2&._ME66)8XO+RAX;(SU!V_G7I]VD\MG,EK,(;AD(CE9- MP1L<$CN,]J\@\"_%O4+CQK>>%?%YM([L3M!;W$"[4,BDJ4//?'!]>.]>N:A# M=W%F\=C=K:7!(VS-$)0O//RDC/YUQGA"\\5ZMJFK+J.M69M],U![,QPV&TS! M5!R6+';G<.F>E-O#/CG1?#<.KZ=5A_L'<03[&I/"7C^U^(6CW<.E3MI.LP`":&>,2 M-"<_>`.-P[=L=ZX_2?&'CG4_B;J7@P:QID9LP["[;3\[PNW^'>,?>]:ZS5[# MXE6FF3W&G^(-(N[B-"RP'33'OQV#;SSZ<5JZ/-;*PGT^^;;#J6G;E"\@'[G))& M.E2>'?$WBBU\=-X1\3P6>^+`/`/Q^TC74`BT_5E6.;`PHSB-_R^ M1J]X[UX7?_#M/&WA37;FR`CUNRUV^:UD''F#S,F,GW['L?J:Z;X1?$1_$U@^ MA:TQC\0:>-DBR##3HO&[']X=&'X]ZW/`?_(1\8?]AV7_`-%QUP'Q4_Y+=X&_ MWH?_`$>:]Q[U\]*!H'[4QBL1LBO9/WJ+T/F1;F_\>^:F:;J-UI?[1WB*XM-* MNM3EVRKY%LRAL$)S\Q`P/ZUV_B?X@^(K=-,@C\+:II(NM0MX7O+AHV5%,@RO MREN6&1SCK7J)[U\V?"#QAI7A&Z\53ZK]K$3RH=\%L\JJ`SYW%1A>HZUOZY;Z MA\5B1N"H"2.``,^N37J'CCPE%XQ\'W>A^=Y#. M%:&0C(1U.5S[=C]:\4T_Q=\1?A)''I>NZ0;_`$>'Y8G;)55]$E7H/9A^`KUG MP1\3/#OCMO+LV:WU*-"S6MP`'`[E3T8?3\17;4445Y+@WLYKM8-(M?B)X]US4YKR\CL M=(*Z;9O9730DN/FF.Y><9('X5S_Q<^&=G:>!Y]6LKS5+BYL'60B\OGF`C)PV M`QX/(/'I7H_PY\0CQ1X#TK4BX:?RA%/Z^8GRMGZXS^-5/ALROIVO%6##^WKW MD'/_`"TKC/BWX)O=.U&/X@^%08=2LF$EXD8^^H_Y:8[\<,.X_&MOX,:^GB72 M]?U,JD4]SJC3R0*V2FZ-/T)!Q]*YCXJNH^-W@C+*-K0DY/3]\>M>O:KXFT/1 M+22ZU+5K.WB09.^49/L!U)]A7DWP_P!#OO&'Q2U#XB7EI+;::&8:>LRX:7Y= MBL!Z!><^IXJIX5DC3]IOQ$SR(J^7,,E@!G"5[5?MI-W:&._DM)+=660B61=H M92&4]>Q`/X5E>&/%UMXKO-9_L\))I]A.MO'=*V1,VW+D>P)`![UY5^S_`!PW M5WXRMYE26*62-7C;!#J3(#D=QS4&J66J?`WQ=_:^EI+=>$=0D"SV^<^4?[OL MP_A/<<&N]\8_$9=*\*:/XGT%XK[2YKV-+LJA8K"02W^ZP(QSWKMM/U'3M?TQ M+JQN(+RRG7(92&4@]B/Z&O#M7\/:7!^T!H,?@]$CEC9;C48[7_5P8)W9QPN5 MX(]QZU[]11169K^G6.I:-<17]E;W4:H6"3Q*X!QUP17QOKBK;^*I;6%1';&8 M`PH,)C/H.*^HM*TRPL?A;,MI8VUN)K1FE$,2IO..IP.?QK-^'^FV.G^(9?L5 ME;VV^U;=Y,2IGYEZX%/^(EG:WNNV45U;0SQFV/R2H&'WCV-N$!@58`@\ M$'O7FG@;3;'3_$MU]BLK:VWQ2A_)B5-P#C&<#FN1M]$TF[MQ-0?8XKJ/&RK_`,(=J"X&W:HQCC[PKRD^ M'=$=`[:/IY9N23;)DG\J0>'-#S_R!=._\!4_PK?GTVPM?`,=O;V5M%`^I9:. M.)55CLQD@#!K"_L;2[*6&2UTVS@D\Q1NB@53U'<"O9-?M;>\T"_@NH(IX6@; M='*@93@9Y!XK@_`.E:=;:]=P0:?:Q0RVA$D<<*JK_,O4`