305B2 1 ga-wellstx1jsn9x17.htm 305B2 Document


Registration No. 333-209779
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
_____________________________

X CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A National Banking Association
(Jurisdiction of incorporation or
organization if not a U.S. national
bank)
 
94-1347393
(I.R.S. Employer
Identification No.)
 
 
 
101 North Phillips Avenue
Sioux Falls, South Dakota
(Address of principal executive offices)
 
57104
(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
_____________________________

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)



Item 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.

Comptroller of the Currency
Treasury Department
Washington, D.C.

Federal Deposit Insurance Corporation
Washington, D.C.

Federal Reserve Bank of San Francisco
San Francisco, California 94120

(b)
Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.    Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.    Foreign Trustee.    Not applicable.

Item 16.    List of Exhibits.    List below all exhibits filed as a part of this Statement of Eligibility.

 
Exhibit 1.
A copy of the Articles of Association of the trustee now in effect.*
 
 
 
 
Exhibit 2.
A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.*
 
 
 
 
Exhibit 3.
A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014. *
 
 
 
 
Exhibit 4.
Copy of By-laws of the trustee as now in effect.*
 
 
 
 
Exhibit 5.
Not applicable.
 
 
 
 
Exhibit 6.
The consent of the trustee required by Section 321(b) of the Act.
 
 
 
 
Exhibit 7.
A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
 
 
 
 
Exhibit 8.
Not applicable.




 
 
 
 
Exhibit 9.
Not applicable.



*    Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as a 305B2 Application filed March 13, 2015 under file number 333-190926.








SIGNATURE


Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta and State of Georgia on the 24th day of August, 2017.



 
WELLS FARGO BANK, NATIONAL ASSOCIATION
 
 
 
 
/s/Stefan Victory
 
 
Stefan Victory
Vice President
 










EXHIBIT 6




August 24, 2017



Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.


 
Very truly yours,
 
 
 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
 
 
 
 
/s/Stefan Victory
 
 
Stefan Victory
Vice President
 






Exhibit 7
Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business June 30, 2017, filed in accordance with 12 U.S.C. §161 for National Banks.
 
 
 
 
 
 
Dollar Amounts
In Millions

ASSETS
 
 
 
 
 
 
Cash and balances due from depository institutions:
 
 
 
 
Noninterest-bearing balances and currency and coin
 
$19,386
 
Interest-bearing balances
 
 
 
195,432
Securities:
 
 
 
 
 
 
Held-to-maturity securities
 
 
 
140,286
 
Available-for-sale securities
 
 
 
240,904
Federal funds sold and securities purchased under agreements to resell:
 
 
 
Federal funds sold in domestic offices
 
 
72
 
Securities purchased under agreements to resell
 
31,063
Loans and lease financing receivables:
 
 
 
 
 
Loans and leases held for sale
 
 
 
20,008
 
Loans and leases, net of unearned income
928,756

 
 
 
LESS: Allowance for loan and lease losses
10,281

 
 
 
Loans and leases, net of unearned income and allowance
 
 
918,475
Trading Assets
 
 
 
 
44,239
Premises and fixed assets (including capitalized leases)
 
 
7,782
Other real estate owned
 
 
 
765
Investments in unconsolidated subsidiaries and associated companies
 
 
11,629
Direct and indirect investments in real estate ventures
 
 
294
Intangible assets
 
 
 
 
 
 
Goodwill
 
 
 
22,671
 
Other intangible assets
 
 
 
16,509
Other assets
 
 
 
 
62,422
 
 
 
 
 
 
 
Total assets
 
 
 
 
$1,731,937
 
 
 
 
 
 
 
LIABILITIES
 
 
 
 
 
Deposits:
 
 
 
 
 
 
In domestic offices
 
 
$1,237,791
 
 
Noninterest-bearing
433,623

 
 
 
 
Interest-bearing
 
804,168

 
 
 
In foreign offices, Edge and Agreement subsidiaries, and IBFs
 
 
122,015
 
 
Noninterest-bearing
 
654

 
 
 
 
Interest-bearing
 
121,361

 
 
Federal funds purchased and securities sold under agreements to repurchase:
 
 
 
 
Federal funds purchased in domestic offices
 
 
4,026
 
Securities sold under agreements to repurchase
 
 
7,123




 
 
 
 
 
 
Dollar Amounts
In Millions

 
 
 
 
 
Trading liabilities
 
 
 
 
11,964
Other borrowed money
 
 
 
 
 
(includes mortgage indebtedness and obligations under capitalized leases)
 
 
136,524
Subordinated notes and debentures
 
 
 
12,952
Other liabilities
 
 
 
 
36,121
 
 
 
 
 
 
 
Total liabilities
 
 
 
 
$1,568,516
 
 
 
 
 
 
 
EQUITY CAPITAL
 
 
 
 
Perpetual preferred stock and related surplus
 
 
 
0

Common stock
 
 
 
 
519

Surplus (exclude all surplus related to preferred stock)
 
 
110,513

Retained earnings
 
 
 
 
52,469

Accumulated other comprehensive income
 
 
 
(470
)
Other equity capital components
 
 
 
0

 
 
 
 
 
 
 
Total bank equity capital
 
 
 
163,031

Noncontrolling (minority) interests in consolidated subsidiaries
 
 
390

 
 
 
 
 
 
 
Total equity capital
 
 
 
163,421

 
 
 
 
 
 
 
Total liabilities, and equity capital
 
 
 
$1,731,937

I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

 
John R. Shrewsberry
 
Sr. EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and 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 issued by the appropriate Federal regulatory authority and is true and correct.

Directors
Enrique Hernandez, Jr.
James Quigley
Stephen Sanger