EX-25.1 8 ex25formt-1wellsfargo.htm EX-25.1 Document

Exhibit 25.1

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)
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, MN 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
_____________________________

PORTLAND GENERAL ELECTRIC COMPANY
(Issuer with respect to the Securities)
Oregon
(State or other jurisdiction of
incorporation or organization)
93-0256820
(I.R.S. Employer
Identification No.)
121 SW Salmon Street
Portland, OR 97204
(503) 464-8000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Angelica Espinosa, Esq.
Vice President General Counsel
121 SW Salmon Street Portland, Oregon 97204
(503) 464-8000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Marc S. Gerber, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP 1440 New York Avenue, NW



Washington, DC 20005
(202) 371-7000
_____________________________

Common Stock
Debt Securities
Stock Purchase Contracts
Stock Purchase Units
and
First Mortgage Bonds
(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.

Item 3-14. Items 3-15 are not applicable because, to the best of the Trustee's knowledge, the obligor is not in default under any
Indenture for which the Trustee acts as Trustee.

Item 15. Foreign Trustee.    Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this statement of eligibility and qualification.
Exhibit 1.
A copy of the Articles of Association of the trustee as 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 Trust Indenture Act of 1939.
Exhibit 7.
Report of condition of the Trustee as of December 31, 2021 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 exhibit to the Filing 305B2 dated March 13, 2015 of 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 Los Angeles and State of California on the 1st day of August, 2022.


                     By: /s/ Corey J. Dahlstrand                
                     Name: Corey J. Dahlstrand
                     Title: Assistant Vice President




EXHIBIT 6

CONSENT


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

Dated: August 1st, 2022

                     By: /s/ Corey J. Dahlstrand                
                     Name: Corey J. Dahlstrand
                     Title: Assistant Vice President





EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association
101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2021, 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$23,833 
Interest-bearing balances204,542 
Securities:
Held-to-maturity securities272,022 
Available-for-sale securities169,033 
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 offices46 
Securities purchased under agreements to resell73,181 
Loans and lease financing receivables:
Loans and leases held for sale20,154 
Loans and leases, net of unearned income850,942 
LESS: Allowance for loan and lease losses12,318 
Loans and leases, net of unearned income and allowance838,624 
Trading Assets73,037 
Premises and fixed assets (including capitalized leases)10,590 
Other real estate owned130 
Investments in unconsolidated subsidiaries and associated companies14,377 
Direct and indirect investments in real estate ventures 69 
Intangible assets30,775 
Other assets49,080 
Total assets$1,779,504 
LIABILITIES
Deposits:
In domestic offices$1,504,343 
Noninterest-bearing569,942 
Interest-bearing934,401 
In foreign offices, Edge and Agreement subsidiaries, and IBFs20,192 
Noninterest-bearing236 
Interest-bearing19,956 
Federal funds purchased and securities sold under agreements to repurchase:



Federal funds purchased in domestic offices1,296 
Securities sold under agreements to repurchase4,957 
Trading liabilities11,869 
Other borrowed money
(Includes mortgage indebtedness and obligations under capitalized leases)25,425 
Subordinated notes and debentures11,975 
Other liabilities28,305 
Total liabilities1,608,362 
EQUITY CAPITAL
Perpetual preferred stock and related surplus — 
Common stock519 
Surplus (exclude all surplus related to preferred stock) 114,848 
Retained earnings55,308 
Accumulated other comprehensive income430 
Other equity capital components— 
Total bank equity capital171,105 
Noncontrolling (minority) interests in consolidated subsidiaries37 
Total equity capital171,142 
Total liabilities, and equity capital$1,779,504 


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