EX-25.2 7 ex25-2sosx32018.htm EXHIBIT 25.2 Exhibit


Exhibit 25.2

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)

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)
_____________________________

The Southern Company
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
58-060070
(I.R.S. Employer
Identification No.)
 
 
 
30 Ivan Allen Jr. Boulevard, N.W.
Atlanta, Georgia
(Address of principal executive offices)
 
30308
(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 New York and State of New York on the 15th day of February, 2018.





 
WELLS FARGO BANK, NATIONAL ASSOCIATION



 
/s/Raymond Delli Colli
 
Raymond Delli Colli
Vice President





EXHIBIT 6




February 15, 2018



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/Raymond Delli Colli
 
Raymond Delli Colli
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 September 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
 
$18,593
 
Interest-bearing balances
 
 
 
205,447
Securities:
 
 
 
 
 
 
Held-to-maturity securities
 
 
 
142,316
 
Available-for-sale securities
 
 
254,889
Federal funds sold and securities purchased under agreements to resell:
 
 
 
Federal funds sold in domestic offices
 
 
118
 
Securities purchased under agreements to resell
 
30,628
Loans and lease financing receivables:
 
 
 
 
Loans and leases held for sale
 
 
7,834
 
Loans and leases, net of unearned income
 
924,987

 
 
LESS: Allowance for loan and lease losses
 
10,292

 
 
Loans and leases, net of unearned income and allowance
 
914,695
Trading Assets
 
 
 
 
45,303
Premises and fixed assets (including capitalized leases)
 
 
7,810
Other real estate owned
 
 
691
Investments in unconsolidated subsidiaries and associated companies
 
11,686
Direct and indirect investments in real estate ventures
 
 
339
Intangible assets
 
 
 
 
 
 
Goodwill
 
 
22,481
 
Other intangible assets
 
 
 
16,825
Other assets
 
 
 
 
58,325
 
 
 
 
 
 
Total assets
 
 
 
 
$1,737,980
 
 
 
 
 
 
 
LIABILITIES
 
 
 
 
 
Deposits:
 
 
 
 
 
 
In domestic offices
 
 
 
$1,242,149
 
 
Noninterest-bearing
 
425,384

 
 
 
Interest-bearing
 
 
816,765

 
 
In foreign offices, Edge and Agreement subsidiaries, and IBFs
 
118,326
 
 
Noninterest-bearing
 
929

 
 
 
Interest-bearing
 
 
117,397

 
Federal funds purchased and securities sold under agreements to repurchase:
 
 
 
Federal funds purchased in domestic offices
 
 
12,165
 
Securities sold under agreements to repurchase
 
 
6,652



 
 
 
 
 
 
Dollar Amounts
In Millions
 
 
 
 
 
 
 
Trading liabilities
 
 
 
10,606
Other borrowed money
 
 
 
 
 
(includes mortgage indebtedness and obligations under capitalized leases)
131,262
Subordinated notes and debentures
 
 
 
12,971
Other liabilities
 
 
 
40,287
Total liabilities
 
 
 
 
$1,574,418
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EQUITY CAPITAL
 
 
 
 
Perpetual preferred stock and related surplus
 
 
0
Common stock
 
 
 
 
519
Surplus (exclude all surplus related to preferred stock)
 
 
111,189
Retained earnings
 
 
 
51,446
Accumulated other comprehensive income
 
 
20
Other equity capital components
 
 
 
0
 
 
 
 
 
 
 
Total bank equity capital
 
 
 
163,174
Noncontrolling (minority) interests in consolidated subsidiaries
 
388
 
 
 
 
 
 
 
Total equity capital
 
 
 
163,562
 
 
 
 
 
 
 
Total liabilities, and equity capital
 
 
$1,737,980


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
Federico F. Pena
James Quigley