Bond Georgia Energy 4.75% ( US373334JS15 ) in USD

Georgia Energy

96.009 % ▲

United States

US373334JS15 ( in USD )

4.75% per year ( payment 2 times a year)

31/08/2040

Prospectus brochure of the bond Georgia Power US373334JS15 en USD 4.75%, maturity 31/08/2040

1 000 USD

500 000 000 USD

373334JS1

A ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

01/03/2026 ( In 142 days )

Georgia Power is a subsidiary of Southern Company, the largest electric utility in Georgia, providing electricity to more than 2.7 million customers.

Georgia Power issued a USD 500,000,000 bond (CUSIP: 373334JS1, ISIN: US373334JS15) maturing on 01/09/2040, currently trading at 84.07% of par value with a 4.75% coupon paid semi-annually, rated BBB+ by S&P and Baa1 by Moody's, with a minimum purchase amount of 1,000.

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424B2 1 ga2010c424final.htm
Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-165133

CALCULATION OF REGISTRATION FEE
Title of Each Class of
Maximum Aggregate
Amount of
Securities to be Registered
Offering Price
Registration Fee(1)(2)
Series 2010C 4.75% Senior Notes due
September 1, 2040
$500,000,000
$35,650

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as
amended.
(2)
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation
of Registration Fee" table in Georgia Power Company's Registration Statement on
Form S-3 (Registation No. 333-165133).

Prospectus Supplement
(To Prospectus dated March 1, 2010)
$500,000,000

Series 2010C 4.75% Senior Notes
due September 1, 2040

This is a public offering by Georgia Power Company of $500,000,000 of
Series 2010C 4.75% Senior Notes due September 1, 2040. Georgia Power
Company will pay interest on the Series 2010C Senior Notes on March 1 and
September 1 of each year, beginning March 1, 2011.

The Series 2010C Senior Notes will be redeemable, in whole or in part, at any
time and from time to time, at the option of Georgia Power Company at a
redemption price as described under the caption "Description of the Series 2010C
Senior Notes -- Optional Redemption."

The Series 2010C Senior Notes will be unsecured and will rank equally with all
of Georgia Power Company's other unsecured and unsubordinated indebtedness
from time to time outstanding and will be effectively subordinated to all secured
debt of Georgia Power Company.

See "Risk Factors" on page S-2 to read about certain factors you should
consider before buying the securities.

Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or determined if this
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Prospectus Supplement or the accompanying Prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

Per Senior

Note

Total

Initial public offering price
99.036 % $ 495,180,000
Underwriting discount
0.875 % $ 4,375,000
Proceeds, before expenses, to Georgia Power Company 98.161 % $ 490,805,000

The initial public offering price set forth above does not include accrued
interest, if any. Interest on the Series 2010C Senior Notes will accrue from the date
of original issuance of the Series 2010C Senior Notes, which is expected to be
August 31, 2010.

The underwriters expect to deliver the Series 2010C Senior Notes in book-entry
form only through the facilities of The Depository Trust Company against payment
in New York, New York on August 31, 2010.

Joint Book-Running Managers
Barclays Capital

Morgan Stanley

Scotia Capital

UBS Investment Bank

Wells Fargo Securities

August 26, 2010
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No dealer, salesperson or other person is authorized to give any information or
to represent anything not contained in this Prospectus Supplement, the
accompanying Prospectus or any written communication from Georgia Power
Company or the underwriters specifying the final terms of the offering. Neither
Georgia Power Company nor any underwriter takes any responsibility for, and can
provide no assurance as to the reliability of, any other information that others may
give you. This Prospectus Supplement, the accompanying Prospectus and any
written communication from Georgia Power Company or the underwriters
specifying the final terms of the offering is an offer to sell only the Series 2010C
Senior Notes offered hereby, and only under circumstances and in jurisdictions
where it is lawful to do so. The information incorporated by reference or contained
in this Prospectus Supplement, the accompanying Prospectus and any written
communication from Georgia Power Company or the underwriters specifying the
final terms of the offering is current only as of its respective date.

TABLE OF CONTENTS

Prospectus Supplement

Page

Risk Factors
S-2
The Company
S-2
Selected Financial Information
S-2
Use of Proceeds
S-3
Description of the Series 2010C Senior Notes
S-4
Underwriting
S-8
Prospectus
About this Prospectus

2
Risk Factors

2
Available Information

2
Incorporation of Certain Documents by Reference

2
Georgia Power Company

3
Selected Information

4
Use of Proceeds

4
Description of the New Stock

5
Description of the Preference Stock

6
Description of the Depositary Shares

7
Description of the Senior Notes
10
Description of the Junior Subordinated Notes
13
Plan of Distribution
18
Legal Matters
19
Experts
19
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Table of Contents

RISK FACTORS

Investing in the Series 2010C Senior Notes involves risk. Please see the risk
factors in Georgia Power Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2009, along with disclosure related to the risk factors
contained in Georgia Power Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2010 and June 30, 2010, which are incorporated by
reference in this Prospectus Supplement and the accompanying 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
Supplement and the accompanying Prospectus. The risks and uncertainties not
presently known to Georgia Power Company or that Georgia Power Company
currently deems immaterial may also impair its business operations, its financial
results and the value of the Series 2010C Senior Notes.

THE COMPANY

Georgia Power Company (the "Company") is a corporation organized under the
laws of the State of Georgia on June 26, 1930. The Company has its principal office
at 241 Ralph McGill Boulevard, N.E., Atlanta, Georgia 30308-3374, telephone
(404) 506-6526. The Company is a wholly owned subsidiary of The Southern
Company.

The Company is a regulated public utility engaged in the generation,
transmission, distribution and sale of electric energy within an approximately
57,200 square mile service area comprising most of the State of Georgia.

SELECTED FINANCIAL INFORMATION

The following selected financial data for the years ended December 31, 2005
through December 31, 2009 has been derived from the Company's audited financial
statements and related notes and the unaudited selected financial data, incorporated
by reference in this Prospectus Supplement and the accompanying Prospectus. The
following selected financial data for the six months ended June 30, 2010 has been
derived from the Company's unaudited financial statements and related notes,
incorporated by reference in this Prospectus Supplement and the accompanying
Prospectus. The information set forth below is qualified in its entirety by reference
to and, therefore, should be read together with management's discussion and
analysis of results of operations and financial condition, the financial statements
and related notes and other financial information incorporated by reference in this
Prospectus Supplement and the accompanying Prospectus. The information set
forth below does not reflect the issuance of the Series 2010C Senior Notes offered
hereby or the use of proceeds therefrom. See "Use of Proceeds."

For the

Six Months

Ended

Year Ended December 31
June 30,

2005 2006 2007 2008 2009 2010(1)

(Millions, except ratios)

Operating Revenues
$ 7,076 $ 7,246 $ 7,572 $ 8,412 $ 7,692 $
3,984
Earnings Before Income Taxes 1,195 1,234 1,260 1,408 1,241
694
Net Income After Dividends on
Preferred and Preference
Stock
744 787 836 903 814
476
Ratio of Earnings to Fixed
Charges(2)
4.87 4.72 4.37 4.65 3.91
4.35

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Table of Contents

Capitalization

As of June 30, 2010

(Millions, except percentages)

Common Stock Equity
$
8,550
50.9 %
Non-Cumulative Preferred Stock

45

0.3
Non-Cumulative Preference Stock

221

1.3
Senior Notes

5,688
33.9
Other Long-Term Debt

2,284
13.6

Total, excluding amounts due within one year of
$404 million
$ 16,788
100.0 %

(1) Due to seasonal variations in the demand for energy, operating results for the six
months ended June 30, 2010 do not necessarily indicate operating results for the
entire year.

(2) This ratio is computed as follows: (i) "Earnings" have been calculated by adding
to "Earnings Before Income Taxes" "Interest expense, net of amounts
capitalized" and the debt portion of allowance for funds used during
construction and (ii) "Fixed Charges" consist of "Interest expense, net of
amounts capitalized" and the debt portion of allowance for funds used during
construction.

USE OF PROCEEDS

The net proceeds from the sale of the Series 2010C Senior Notes will be used by
the Company for the proposed redemption of all or a portion of (i) $250,000,000
aggregate principal amount of the Company's Series X 5.70% Senior Notes due
January 15, 2045; (ii) $125,000,000 aggregate principal amount of the Company's
Series W 6% Senior Notes due August 15, 2044; (iii) $100,000,000 aggregate
principal amount of the Company's Series T 5.75% Senior Public Income NotES
(PINES) due January 15, 2044; and (iv) $35,000,000 aggregate principal amount of
Savannah Electric and Power Company's ("Savannah Electric") Series G
5.75% Senior Notes due December 1, 2044 (which were assumed by the Company
upon its merger with Savannah Electric). The Company plans to deliver notices of
redemption, if any, for such securities in connection with the issuance of the
Series 2010C Senior Notes.
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Table of Contents

DESCRIPTION OF THE SERIES 2010C SENIOR NOTES

Set forth below is a description of the specific terms of the Series 2010C 4.75%
Senior Notes due September 1, 2040 (the "Series 2010C Senior Notes"). This
description supplements, and should be read together with, the description of the
general terms and provisions of the senior notes set forth in the accompanying
Prospectus under the caption "Description 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 description in the accompanying Prospectus and the
Senior Note Indenture dated as of January 1, 1998, as supplemented (the "Senior
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 (the "Senior Note Indenture Trustee").

General

The Series 2010C Senior Notes will be issued as a series of senior notes under
the Senior Note Indenture. The Series 2010C Senior Notes will initially be issued in
the aggregate principal amount of $500,000,000. The Company may, at any time
and without the consent of the holders of the Series 2010C Senior Notes, issue
additional notes having the same ranking and the same interest rate, maturity and
other terms as the Series 2010C Senior Notes (except for the public offering price
and issue date and the initial interest accrual date and initial Interest Payment Date
(as defined below), if applicable). Any additional notes having such similar terms,
together with the Series 2010C Senior Notes, will constitute a single series of senior
notes under the Senior Note Indenture.

Unless earlier redeemed, the entire principal amount of the Series 2010C Senior
Notes will mature and become due and payable, together with any accrued and
unpaid interest thereon, on September 1, 2040. The Series 2010C Senior Notes are
not subject to any sinking fund provision. The Series 2010C Senior Notes are
available for purchase in denominations of $1,000 and any integral multiple thereof.

Interest

Each Series 2010C Senior Note will bear interest at the rate of 4.75% per year
(the "Securities Rate") from the date of original issuance, payable semiannually in
arrears on March 1 and September 1 of each year (each, an "Interest Payment
Date") to the person in whose name such Series 2010C Senior Note is registered at
the close of business on the fifteenth calendar day prior to such Interest Payment
Date (whether or not a Business Day). The initial Interest Payment Date is March 1,
2011. The amount of interest payable will be computed on the basis of a 360-day
year of twelve 30-day months. In the event that any date on which interest is
payable on the Series 2010C Senior Notes is not a Business Day, then payment of
the interest payable on such date will be made on the next succeeding day which is
a Business Day (and without any interest or other payment in respect of any such
delay), with the same force and effect as if made on such date. "Business Day"
means a day other than (i) a Saturday or Sunday, (ii) a day on which banks in New
York, New York are authorized or obligated by law or executive order to remain
closed or (iii) a day on which the Senior Note Indenture Trustee's corporate trust
office is closed for business.

Ranking

The Series 2010C Senior Notes will be direct, unsecured and unsubordinated
obligations of the Company ranking equally with all other unsecured and
unsubordinated obligations of the Company. The Series 2010C Senior Notes will be
effectively subordinated to all secured debt of the Company, aggregating
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approximately $60,000,000 outstanding at June 30, 2010. The Senior Note
Indenture contains no restrictions on the amount of additional indebtedness that
may be incurred by the Company.

Optional Redemption

The Series 2010C Senior Notes will be subject to redemption at the option of the
Company, in whole or in part, at any time and from time to time, upon not less than
30 nor more than 60 days' notice, at redemption

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Table of Contents
prices equal to the greater of (i) 100% of the principal amount of the Series 2010C
Senior Notes being redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal of and interest on the Series 2010C
Senior Notes being redeemed (not including any portion of such payments of
interest accrued to the redemption date) discounted (for purposes of determining
present value) to the redemption date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at a discount rate equal to the Treasury
Yield (as defined below) plus 20 basis points (each, a "Redemption Price"), plus, in
each case, accrued interest on the Series 2010C Senior Notes being redeemed to the
redemption date.

"Treasury Yield" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such
redemption date.

"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Series 2010C Senior Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity
to the remaining term of the Series 2010C Senior Notes.

"Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations or (ii) if the Company obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such quotations.

"Independent Investment Banker" means an independent investment banking
institution of national standing appointed by the Company.

"Reference Treasury Dealer" means a primary U.S. Government securities
dealer in the United States appointed by the Company.

"Reference Treasury Dealer Quotation" means, with respect to a Reference
Treasury Dealer and any redemption date, the average, as determined by the
Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount and quoted in
writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day in New York City preceding such redemption date).

If notice of redemption is given as aforesaid, the Series 2010C Senior Notes so
to be redeemed will, on the redemption date, become due and payable at the
Redemption Price together with any accrued interest thereon, and from and after
such date (unless the Company has defaulted in the payment of the
Redemption Price and accrued interest) such Series 2010C Senior Notes shall cease
to bear interest. If any Series 2010C Senior Note called for redemption shall not be
paid upon surrender thereof for redemption, the principal shall, until paid, bear
interest from the redemption date at the Securities Rate. See "Description of the
Senior Notes -- Events of Default" in the accompanying Prospectus.

Subject to the foregoing and to applicable law (including, without limitation,
United States federal securities laws), the Company or its affiliates may, at any time
and from time to time, purchase outstanding Series 2010C Senior Notes by tender,
in the open market or by private agreement.

Book-Entry Only Issuance -- The Depository Trust Company

The Depository Trust Company ("DTC") will act as the initial securities
depositary for the Series 2010C Senior Notes. The Series 2010C Senior Notes will
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be issued only as fully-registered securities registered in the name of Cede &
Co., DTC's nominee, or such other name as may be requested by an authorized
representative of DTC. One or more fully-registered global Series 2010C Senior
Notes certificates will be issued, representing in the aggregate the total principal
amount of Series 2010C Senior Notes, and will be deposited with the Senior Note
Indenture Trustee on behalf of DTC.

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