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


Exhibit 25.1
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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)
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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).




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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.

















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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















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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