EX-25.(A) 6 d936938dex25a.htm STATEMENT OF ELIGIBILITY OF CITIBANK NA Statement of Eligibility of Citibank NA

Exhibit 25(a)

 

 
 

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)

 

 

CITIBANK, N.A.

(Exact name of Trustee as specified in its charter)

 

 

 

A National Banking Association   13-5266470

(Jurisdiction of incorporation or

organization if not a U.S. national bank)

 

(I.R.S. Employer

Identification No. )

399 Park Avenue,

New York, New York

  10043
(Address of principal executive office)   (Zip Code)

Citibank, N.A.

388 Greenwich Street

New York, N.Y. 10013

(212) 816-0392

(Name, address, and telephone number of agent for service)

 

 

WELLS FARGO & COMPANY

(Exact name of obligor as specified in its charter)

 

 

 

Delaware   41-0449260

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

420 Montgomery Street

San Francisco, California

  94104
(Address of principal executive offices)   (Zip Code)

 

 

SENIOR DEBT SECURITIES

(Title of 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.

 

Name

  

Address

Comptroller of the Currency    Washington, D.C.
Federal Reserve Bank of New York    33 Liberty Street, New York, NY
Federal Deposit Insurance Corporation    Washington, D.C.

 

  (b)

Whether it is authorized to exercise corporate trust powers.

Yes.

 

Item 2.

Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

 

Items 3-15.

Not Applicable.

 

Item 16.

List of Exhibits.

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

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.

Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect.

(Exhibit 1 to T-1 filed as exhibit to the Filing 305B2 dated October 5, 2012 under File No. 333-183223).

Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (attached).

Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 filed May 5, 2014 under File No. 333-195697).

Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 filed as exhibit to the Filing 305B2 dated October 5, 2012 under File No. 333-183223).

Exhibit 5 - Not applicable.

Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 filed May 5, 2014 under File No. 333-195697).


Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2024 - attached)

Exhibit 8 - Not applicable.

Exhibit 9 - Not applicable.


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., 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 16th day of May, 2025.

 

CITIBANK, N.A.
By  

/s/ Keri-anne Marshall

  Keri-anne Marshall
  Vice President


Exhibit 2

 

LOGO  

Office of the Comptroller of the Currency

     Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE AND FIDUCIARY POWERS

I, Michael J. Hsu, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “Citibank, N.A.,” Sioux Falls, South Dakota (Charter No. 1461), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise fiduciary powers on the date of this certificate.

IN TESTIMONY WHEREOF, today, December 9, 2024, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.

 

/s/ Michael J. Hsu

Acting Comptroller of the Currency

 

LOGO

2025-00241-C


Exhibit 7

 

CONSOLIDATED BALANCE SHEET    Citigroup Inc. and Subsidiaries

 

     December 31,  

In millions of dollars

   2024     2023  

Assets

    

Cash and due from banks (including segregated cash and other deposits)

   $ 22,782     $ 27,342  

Deposits with banks, net of allowance

     253,750       233,590  

Securities borrowed and purchased under agreements to resell (including $140,855 and $206,059 as of December 31, 2024 and 2023, respectively, at fair value), net of allowance

     274,062       345,700  

Brokerage receivables, net of allowance

     50,841       53,915  

Trading account assets (including $193,291 and $197,156 pledged to creditors at December 31, 2024 and 2023, respectively)

     442,747       411,756  

Investments:

    

Available-for-sale debt securities (including $5,389 and $11,868 pledged to creditors as of December 31, 2024 and 2023, respectively)

     226,876       256,936  

Held-to-maturity debt securities, net of allowance (fair value of which is $224,410 and $235,001 as of December 31, 2024 and 2023, respectively) (includes $0 and $71 pledged to creditors as of December 31, 2024 and 2023, respectively)

     242,382       254,247  

Equity securities (including $578 and $766 as of December 31, 2024 and 2023, respectively, at fair value)

     7,399       7,902  
  

 

 

   

 

 

 

Total investments

   $ 476,657     $ 519,085  

Loans:

    

Consumer (including $281 and $313 as of December 31, 2024 and 2023, respectively, at fair value)

     393,102       389,197  

Corporate (including $7,759 and $7,281 as of December 31, 2024 and 2023, respectively, at fair value)

     301,386       300,165  
  

 

 

   

 

 

 

Loans, net of unearned income

   $ 694,488     $ 689,362  

Allowance for credit losses on loans (ACLL)

     (18,574 )      (18,145
  

 

 

   

 

 

 

Total loans, net

   $ 675,914     $ 671,217  

Goodwill

     19,300       20,098  

Intangible assets (including MSRs of $760 and $691 as of December 31, 2024 and 2023, respectively)

     4,494       4,421  

Premises and equipment, net of depreciation and amortization

     30,192       28,747  

Other assets (including $13,703 and $12,290 as of December 31, 2024 and 2023, respectively, at fair value), net of allowance

     102,206       95,963  
  

 

 

   

 

 

 

Total assets

   $ 2,352,945     $ 2,411,834  
  

 

 

   

 

 

 

Statement continues on the next page.


  CONSOLIDATED BALANCE SHEET    Citigroup Inc. and Subsidiaries
(Continued)     

 

     December 31,  

In millions of dollars, except shares and per share amounts

   2024     2023  

Liabilities

    

Deposits (including $3,608 and $2,440 as of December 31, 2024 and 2023, respectively, at fair value)

   $ 1,284,458     $ 1,308,681  

Securities loaned and sold under agreements to repurchase (including $49,154 and $62,485 as of December 31, 2024 and 2023, respectively, at fair value)

     254,755       278,107  

Brokerage payables (including $5,207 and $4,321 as of December 31, 2024 and 2023, respectively, at fair value)

     66,601       63,539  

Trading account liabilities

     133,846       155,345  

Short-term borrowings (including $12,484 and $6,545 as of December 31, 2024 and 2023, respectively, at fair value)

     48,505       37,457  

Long-term (including $112,719 and $116,338 as of December 31, 2024 and 2023, respectively, at fair value)

     287,300       286,619  

Other liabilities, plus allowances

     68,114       75,835  
  

 

 

   

 

 

 

Total liabilities

   $ 2,143,579     $ 2,205,583  
  

 

 

   

 

 

 

Stockholders’ equity

    

Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: as of December 31, 2024—714,000 and as of December 31, 2023—704,000, at aggregate liquidation value

   $ 17,850     $ 17,600  

Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: as of December 31, 2024—3,099,719,006 and as of December 31, 2023—3,099,691,704

     31       31  

Additional paid-in capital

     109,117       108,955  

Retained earnings

     206,294       198,905  

Treasury stock, at cost: December 31, 2024—1,222,647,540 shares and December 31, 2023—1,196,577,865 shares

     (76,842     (75,238

Accumulated other comprehensive income (loss) (AOCI)

     (47,852     (44,800
  

 

 

   

 

 

 

Total Citigroup stockholders’ equity

   $ 208,598     $ 205,453  

Noncontrolling interests

     768       798  
  

 

 

   

 

 

 

Total equity

   $ 209,366     $ 206,251  
  

 

 

   

 

 

 

Total liabilities and equity

   $ 2,352,945     $ 2,411,834  
  

 

 

   

 

 

 

The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.