EX-25.2 6 ex25-2sosx3tx12021.htm EX-25.2 Document

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)
58-0690070
(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 Office of the Comptroller of the Currency's Certificate of Corporate Existence & Fiduciary Powers for Wells Fargo Bank, National Association, dated November 1, 2019.*
Exhibit 3.
A copy of the Office of the Comptroller of the Currency's Certificate of Corporate Existence & Fiduciary Powers for Wells Fargo Bank, National Association, dated November 1, 2019. *
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 an exhibit to a Form S-3AR filing of December 20, 2019 under file number 333-235649.










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 12th day of February, 2021.





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 December 31, 2020, 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$27,565
Interest-bearing balances218,658
Securities:
Held-to-maturity securities205,668
Available-for-sale securities211,554
Equity Securities with readily determinable fair value not held for trading11
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices48
Securities purchased under agreements to resell58,356
Loans and lease financing receivables:
Loans and leases held for sale34,944
Loans and leases, net of unearned income855,301 
LESS: Allowance for loan and lease losses18,220 
Loans and leases, net of unearned income and allowance837,081
Trading Assets69,659
Premises and fixed assets (including capitalized leases)11,262
Other real estate owned173
Investments in unconsolidated subsidiaries and associated companies13,592
Direct and indirect investments in real estate ventures54
Intangible assets30,307
Other assets48,876
Total assets$1,767,808
LIABILITIES
Deposits:
In domestic offices$1,443,370
Noninterest-bearing543,901 
Interest-bearing899,469 
In foreign offices, Edge and Agreement subsidiaries, and IBFs36,129
Noninterest-bearing423 
Interest-bearing35,706 
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices1,253
Securities sold under agreements to repurchase6,971



Dollar Amounts
In Millions
Trading liabilities15,639
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases) 48,157
Subordinated notes and debentures12,350
Other liabilities33,011
Total liabilities$1,596,880
EQUITY CAPITAL
Perpetual preferred stock and related surplus0
Common stock519
Surplus (exclude all surplus related to preferred stock) 114,820
Retained earnings52,938
Accumulated other comprehensive income2,617
Other equity capital components0
Total bank equity capital170,894
Noncontrolling (minority) interests in consolidated subsidiaries34
Total equity capital170,928
Total liabilities, and equity capital$1,767,808


I, Michael P. Santomassimo, 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.


Michael P. Santomassimo
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
Maria R. Morris
Theodore F. Craver, Jr.
Juan A. Pujadas