Obligation Georgia Energy 4.25% ( US373334JP75 ) en USD

Georgia Energy

100 % ▼

Etas-Unis

US373334JP75 ( en USD )

4.25% par an ( paiement semestriel )

01/12/2019 - Obligation échue

Prospectus brochure de l'obligation Georgia Power US373334JP75 en USD 4.25%, échue

1 000 USD

500 000 000 USD

373334JP7

N/A

Georgia Power est une filiale d'Southern Company, fournissant de l'électricité à près de 2,7 millions de clients dans le Georgia.

L'Obligation émise par Georgia Energy ( Etas-Unis ) , en USD, avec le code ISIN US373334JP75, paye un coupon de 4.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/12/2019

GEORGIA POWER COMPANY
Page 1 of 52
424B2 1 ga2009bfinal424.htm
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-140954

CALCULATION OF REGISTRATION FEE
Title of Each Class of
Maximum Aggregate
Amount of
Securities to be Registered
Offering Price Per Unit
Registration Fee(1)(2)
Series 2009B 4.25% Senior Notes
$500,000,000
$27,900

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2)
The fee has been satisfied by applying, pursuant to rule 457(p) under the Securities Act of 1933, as amended, $27,900 of
previously paid filing fees totaling $55,815 that have not been used with respect to $1,425,000,000 aggregate initial offering
price of securities that were previously registered pursuant to Registration Statement No. 333-121202 declared effective on
January 12, 2005, and were not sold thereunder. 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.
333-140954).

Prospectus Supplement
(To Prospectus dated February 28, 2007)

$500,000,000

Series 2009B 4.25% Senior Notes
due December 1, 2019

This is a public offering by Georgia Power Company of $500,000,000 of Series 2009B 4.25% Senior Notes
due December 1, 2019. Georgia Power Company will pay interest on the Series 2009B Senior Notes on
June 1 and December 1 of each year, beginning June 1, 2010. The Series 2009B Senior Notes may be
redeemed, in whole or in part, at any time and from time to time, at a redemption price as described under the
caption "Description of the Series 2009B Senior Notes -- Optional Redemption."

The Series 2009B 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 to the extent of the collateral
securing such debt.

See "Risk Factors" on page S-2 to read about certain factors you should consider before investing in
the Series 2009B Senior Notes.

Per Series

2009B Senior

Note

Total

Public offering price(1)
99.744% $ 498,720,000
Underwriting discount

0.650% $ 3,250,000
Proceeds, before expenses, to Georgia Power Company(1)

99.094%
$ 495,470,000
(1) Plus accrued interest, if any, from the date of original issuance of the Series 2009B Senior Notes, which is
expected to be December 15, 2009.

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Neither the Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this Prospectus
Supplement or the accompanying Prospectus. Any representation to the contrary is a criminal offense.

The Series 2009B Senior Notes are expected to be delivered on or about December 15, 2009 through the
book-entry facilities of The Depository Trust Company.

Joint Book Running Managers

BofA Merrill Lynch
Citi

J.P. Morgan
Mizuho Securities USA Inc.

Co-Managers

RBS
Wells Fargo Securities
The Williams Capital Group, L.P. Jackson Securities Commerzbank Corporates & Markets

December 8, 2009
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GEORGIA POWER COMPANY
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In making your investment decision, you should rely only on the information contained or
incorporated by reference 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. We have not, and the underwriters have not, authorized anyone to provide you with
any other information. If you receive any unauthorized information, you must not rely on it.

We are offering to sell the Series 2009B Senior Notes only in places where sales are permitted.

You should not assume that the information contained or incorporated by reference 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, including information
incorporated by reference, is accurate as of any date other than its respective date.

TABLE OF CONTENTS

Page

Prospectus Supplement
Risk Factors
S-2
The Company
S-2
Selected Financial Information
S-2
Recent Developments
S-3
Use of Proceeds
S-3
Description of the Series 2009B Senior Notes
S-4
Underwriting
S-8
Legal Matters
S-9
Experts
S-9
Prospectus
About this Prospectus

2
Risk Factors

2
Available Information

2
Incorporation of Certain Documents by Reference

3
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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RISK FACTORS

Investing in the Series 2009B 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, 2008 (the
"Form 10-K"), 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, 2009, June 30, 2009
and September 30, 2009, 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 2009B 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 59,200 square mile service area comprising most
of the State of Georgia.

SELECTED FINANCIAL INFORMATION

The following selected financial information for the years ended December 31, 2004 through
December 31, 2008 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 information for the
nine months ended September 30, 2009 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 2009B Senior
Notes offered hereby or the use of proceeds therefrom. See "Use of Proceeds."

Nine Months

Ended

Year Ended December 31,
September 30,

2004 2005 2006 2007 2008
2009(1)

(Millions, except ratios)

Operating Revenues
$ 5,728 $ 7,076 $ 7,246 $ 7,572 $ 8,412 $
5,967
Earnings Before Income Taxes
1,079 1,195 1,234 1,260 1,408
1,091
Net Income After Dividends on Preferred and
Preference Stock
683 744 787 836 903
700
Ratio of Earnings to Fixed Charges(2)
5.05 4.87 4.72 4.37 4.65
4.38

S-2
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Capitalization

As of September 30, 2009

Actual

(Millions, except percentages)

(unaudited)

Common Stock Equity
$ 7,963
51.3 %
Non-Cumulative Preferred Stock

45

0.3
Non-Cumulative Preference Stock

221

1.4
Senior Notes
4,689
30.2
Other Long-Term Debt
2,596
16.8

Total, excluding amounts due within one year of $254 million
$ 15,514
100.0 %

(1) Due to seasonal variations in the demand for energy, operating results for the nine months ended
September 30, 2009 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," "Distributions on
mandatorily redeemable preferred securities" and the debt portion of allowance for funds used
during construction and (ii) "Fixed Charges" consist of "Interest expense, net of amounts
capitalized," "Distributions on mandatorily redeemable preferred securities" and the debt portion
of allowance for funds used during construction.

RECENT DEVELOPMENTS

See Note 3 to the financial statements under "Nuclear Construction" in Item 8 of the Form 10-K
and Note (B) to the financial statements under "Construction Projects -- Nuclear" and
MANAGEMENT'S DISCUSSION AND ANALYSIS -- FUTURE EARNINGS POTENTIAL --
"Construction -- Nuclear" in the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2009 for information regarding the Company's construction of two new nuclear
generating units ("Vogtle Units 3 and 4") at the Alvin W. Vogtle Electric Generating Plant. The
Company is in advanced due diligence and negotiations with the United States Department of Energy
(the "DOE") with respect to a conditional commitment for federal loan guarantees under Title XVII of
the Energy Policy Act of 2005. Any DOE loan guarantees would apply to future Company borrowings
related to Vogtle Units 3 and 4. Any borrowings guaranteed by the DOE would be secured by a first
priority lien on the Company's 45.7% undivided ownership interest in Vogtle Units 3 and 4. Total
guaranteed borrowings would not exceed 70% of eligible project costs, or approximately $3.4 billion.
There can be no assurance a conditional commitment will be issued by the DOE.

A conditional commitment, if issued by the DOE, will not constitute the final approval or the
issuance of loan guarantees by the DOE. Such final approval and issuance of loan guarantees by the
DOE will not occur prior to the Nuclear Regulatory Commission's issuance of a combined
construction and operating license for Vogtle Units 3 and 4 (currently expected to occur in late
2011) and will be subject to negotiation of definitive agreements, completion of due diligence by the
DOE, receipt of any necessary regulatory approvals and satisfaction of other conditions. There can be
no assurance that the DOE will issue loan guarantees for the Company. The ultimate outcome of this
matter cannot be determined at this time.

USE OF PROCEEDS

The net proceeds from the sale of the Series 2009B Senior Notes will be used by the Company to
repay a portion of its outstanding short-term indebtedness, which aggregated approximately
$516,450,000 as of December 7, 2009, a portion of which was incurred to pay at maturity
$125,000,000 aggregate principal amount of its Series V 4.10% Senior Notes due August 15, 2009 and
to redeem $55,000,000 of its Series D 5.50% Senior Insured Quarterly Notes due November 15, 2017,
and for general corporate purposes, including the Company's continuous construction program.
S-3
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DESCRIPTION OF THE SERIES 2009B SENIOR NOTES

Set forth below is a description of the specific terms of the Series 2009B 4.25% Senior Notes due
December 1, 2019 (the "Series 2009B 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 2009B Senior Notes will be issued as a series of senior notes under the Senior Note Indenture.
The Series 2009B 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 2009B Senior Notes, issue additional notes having the same ranking and the same interest rate,
maturity and other terms as the Series 2009B Senior Notes (except for the issue 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 2009B Senior Notes, will
constitute a single series of senior notes under the Senior Note Indenture.

The entire principal amount of the Series 2009B Senior Notes will mature and become due and
payable, together with any accrued and unpaid interest thereon, on December 1, 2019. The
Series 2009B Senior Notes are not subject to any sinking fund provision. The Series 2009B Senior
Notes are available for purchase in denominations of $1,000 and any integral multiple thereof.

Interest

Each Series 2009B Senior Note will bear interest at the rate of 4.25% per year (the "Securities
Rate") from the date of original issuance, payable semiannually in arrears on June 1 and December 1
of each year (each, an "Interest Payment Date") to the person in whose name such Series 2009B
Senior Note is registered at the close of business on the fifteenth calendar day prior to such payment
date (whether or not a Business Day). The initial Interest Payment Date is June 1, 2010. 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 2009B 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 2009B Senior Notes will be direct, unsecured and unsubordinated obligations of the
Company ranking equally with all other existing and future unsecured and unsubordinated obligations
of the Company. The Series 2009B Senior Notes will be effectively subordinated to all existing and
future secured debt of the Company, aggregating approximately $64,000,000 outstanding at
September 30, 2009. See "Recent Developments" for additional information. The Senior Note
Indenture contains no restrictions on the amount of additional indebtedness that may be incurred by
the Company.

Optional Redemption

The Series 2009B 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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prices (each, a "Redemption Price") equal to the greater of (i) 100% of the principal amount of the
Series 2009B Senior Notes being redeemed or (ii) the sum of the present values of the remaining
scheduled payments of principal of and interest on the Series 2009B 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 15 basis points, plus, in each case, accrued interest on the Series 2009B Senior Notes 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 2009B 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 2009B 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 New York
City 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 2009B 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 2009B Senior Notes shall cease to
bear interest. If any Series 2009B 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 2009B 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 depository for the
Series 2009B Senior Notes. The Series 2009B Senior Notes will be issued only as fully registered
securities registered in the name of Cede & Co., DTC's partnership nominee, or such other name as
may be requested by an authorized representative of DTC. One or more fully registered global
Series 2009B Senior Notes certificates will be issued, representing in the aggregate the total principal
amount of the Series 2009B Senior Notes, and will be deposited with the Senior Note Indenture
Trustee on behalf of DTC.

S-5
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DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and
a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended (the "1934 Act"). DTC holds and provides asset servicing for over
3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues and money
market instruments from over 100 countries that DTC's participants ("Direct Participants") deposit
with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other
securities transactions in deposited securities, through electronic computerized book-entry transfers
and pledges between Direct Participants' accounts. This eliminates the need for physical movement of
securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a
wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the
holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing
Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated
subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S.
securities brokers and dealers, banks, trust companies and clearing corporations that clear through or
maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"). DTC has Standard & Poor's, a division of The McGraw Hill Companies, Inc., highest's
rating: AAA. The DTC rules applicable to its Direct and Indirect Participants are on file with the
Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com
and www.dtc.org. The contents of such websites do not constitute part of this Prospectus Supplement.

Purchases of Series 2009B Senior Notes under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Series 2009B Senior Notes on DTC's records.
The ownership interest of each actual purchaser of each Series 2009B Senior Note ("Beneficial
Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners
will not receive written confirmation from DTC of their purchases. Beneficial Owners, however, are
expected to receive written confirmations providing details of the transactions, as well as periodic
statements of their holdings, from the Direct or Indirect Participants through which the Beneficial
Owner purchased Series 2009B Senior Notes. Transfers of ownership interests in the Series 2009B
Senior Notes are to be accomplished by entries made on the books of Direct and Indirect Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in Series 2009B Senior Notes, except in the event that use of the book-entry
system for the Series 2009B Senior Notes is discontinued.

To facilitate subsequent transfers, all Series 2009B Senior Notes deposited by Direct Participants
with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name
as may be requested by an authorized representative of DTC. The deposit of Series 2009B Senior
Notes with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not
effect any changes in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Series 2009B Senior Notes. DTC's records reflect only the identity of the Direct Participants to
whose accounts such Series 2009B Senior Notes are credited, which may or may not be the Beneficial
Owners. The Direct and Indirect Participants will remain responsible for keeping account of their
holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

Redemption notices will be sent to DTC. If less than all the Series 2009B Senior Notes are being
redeemed, DTC's practice is to determine by lot the amount of interest of each Direct Participant in
such Series 2009B Senior Notes to be redeemed.

Although voting with respect to the Series 2009B Senior Notes is limited, in those cases where a
vote is required, neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with
respect to Series 2009B Senior Notes unless authorized by a Direct Participant in accordance with
DTC's procedures.
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