EX-25.(A) 9 ex25-a.htm STATEMENT OF ELIGIBILITY OF CITIBANK, N.A
 

Wells Fargo & Co. S-3 

 

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 (I.R.S. Employer
if not a U.S. national bank) Identification No. )
   
399 Park Avenue,  
New York, New York 10043
(Address of principal executive office) (Zip Code)

 

Citibank, N.A.

388 Greenwich Street, 6th floor

New York, N.Y. 10013

(212) 816-7621

(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 (I.R.S. employer
incorporation or organization) 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. (Exhibit 2 to T-1 filed May 5, 2014 under File No. 333-195697).

 

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 March 31, 2020- 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 1st day of June, 2020.

 

  CITIBANK, N.A.  
       
  By /s/ Kerry Hehir  
    Kerry Hehir  
    Senior Trust Officer  

 

 

 

 

 

 

Exhibit 7

 

CONSOLIDATED BALANCE SHEET Citigroup Inc. and Subsidiaries

  

In millions of dollars 

March 31, 2020 

(Unaudited) 

   December 31, 2019 
Assets        
Cash and due from banks (including segregated cash and other deposits)  $23,755   $23,967 
Deposits with banks, net of allowance   262,165    169,952 
Securities borrowed and purchased under agreements to resell (including $155,637 and $153,193 as of March 31, 2020 and December 31, 2019, respectively, at fair value), net of allowance   262,536    251,322 
Brokerage receivables, net of allowance   68,555    39,857 
Trading account assets (including $190,227 and $120,236 pledged to creditors at March 31, 2020 and December 31, 2019, respectively)   365,000    276,140 
Investments:          
Available-for-sale debt securities (including $8,989 and $8,721 pledged to creditors as of March 31, 2020 and December 31, 2019, respectively)   308,219    280,265 
Held-to-maturity debt securities (including $1,119 and $1,923 pledged to creditors as of March 31, 2020 and December 31, 2019, respectively), net of allowance   82,315    80,775 
Equity securities (including $1,213 and $1,162 at fair value as of March 31, 20120 and December 31, 2019, respectively)   8,349    7,523 
Total investments  $398,883   $368,563 
Loans:          
Consumer (including $18 and $18 as of March 31, 2020 and December 31, 2019, respectively, at fair value)   288,430    309,548 
Corporate (including $3,981 and $4,067 as of March 31, 2020 and December 31, 2019, respectively, at fair value)   432,590    389,935 
Loans, net of unearned income  $721,020   $699,483 
Allowance for credit losses on loans (ACLL)   (20,841)   (12,783)
Total loans, net  $700,179   $686,700 
Goodwill   21,264    22,126 
Intangible assets (including MSRs of $367 and $495 as of March 31, 2020 and December 31, 2019, at fair value)   4,560    4,822 
Other assets (including $14,663 and $12,830 as of March 31, 2020 and December 31, 2019, respectively, at fair value), net of allowance   112,873    107,709 
Total assets  $2,219,770   $1,951,158 

  

The following table presents certain assets of consolidated variable interest entities (VIEs), which are included on the Consolidated Balance Sheet above. The assets in the table below include those assets that can only be used to settle obligations of consolidated VIEs, presented on the following page, and are in excess of those obligations. In addition, the assets in the table below include third-party assets of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation.

 

In millions of dollars 

March 31, 2020 

(Unaudited) 

   December 31, 2019 
Assets of consolidated VIEs to be used to settle obligations of consolidated VIEs          
Cash and due from banks  $110   $108 
Trading account assets   6,278    6,719 
Investments   987    1,295 
Loans, net of unearned income          
Consumer   42,573    46,977 
Corporate   19,845    16,175 
Loans, net of unearned income  $62,418   $63,152 
Allowance for credit losses on loans (ACLL)   (3,729)   (1,841)
Total loans, net  $58,689   $61,311 
Other assets   70    73 
Total assets of consolidated VIEs to be used to settle obligations of consolidated VIEs  $66,134   $69,506 

 Statement continues on the next page.

 

 

 

 

CONSOLIDATED BALANCE SHEET   Citigroup Inc. and Subsidiaries

 (Continued)

 

In millions of dollars, except shares and per share amounts 

March 31, 2020 

(Unaudited) 

   December 31, 2019 
Liabilities        
Non-interest-bearing deposits in U.S. offices  $113,371   $98,811 
Interest-bearing deposits in U.S. offices (including $1,090 and $1,624 as of March 31, 2020 and December 31, 2019, respectively, at fair value)   462,327    401,418 
Non-interest-bearing deposits in offices outside the U.S.   85,439    85,692 
Interest-bearing deposits in offices outside the U.S. (including $1,557 and $695 as of March 31, 2020 and December 31, 2019, respectively, at fair value)   523,774    484,669 
Total deposits  $1,184,911   $1,070,590 
Securities loaned and sold under agreements to repurchase (including $62,734 and $40,651 as of March 31, 2020 and December 31, 2019, respectively, at fair value)   222,324    166,339 
Brokerage payables   74,368    48,601 
Trading account liabilities   163,995    119,894 
Short-term borrowings (including $8,364 and $4,946 as of March 31, 2020 and December 31, 2019, respectively, at fair value)   54,951    45,049 
Long-term debt (including $52,914 and $55,783 as of March 31, 2020 and December 31, 2019, respectively, at fair value)   266,098    248,760 
Other liabilities (including $4,339 and $6,343 as of March 31, 2020 and December 31, 2019, respectively, at fair value), including allowance   60,141    57,979 
Total liabilities  $2,026,788   $1,757,212 
Stockholders’ equity          
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: as of March 31, 2020—719,200 and as of December 31, 2019—719,200, at aggregate liquidation value  $17,980   $17,980 
Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: as of March 31, 2020—3,099,632,709 and as of December 31, 2019—3,099,602,856   31    31 
Additional paid-in capital   107,550    107,840 
Retained earnings   163,438    165,369 
Treasury stock, at cost: March 31, 2020—1,017,824,700 shares and December 31, 2019—985,479,501 shares   (64,147)   (61,660)
Accumulated other comprehensive income (loss) (AOCI)   (32,521)   (36,318)
Total Citigroup stockholders’ equity  $192,331   $193,242 
Noncontrolling interest   651    704 
Total equity  $192,982   $193,946 
Total liabilities and equity  $2,219,770   $1,951,158 

 

The following table presents certain liabilities of consolidated VIEs, which are included on the Consolidated Balance Sheet above. The liabilities in the table below include third-party liabilities of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation. The liabilities also exclude amounts where creditors or beneficial interest holders have recourse to the general credit of Citigroup.

 

In millions of dollars   

March 31, 2020

 (Unaudited)

    

December 31, 2019

 
Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup          
Short-term borrowings  $11,397   $10,031 
Long-term debt   25,393    25,582 
Other liabilities   926    917 
Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup  $37,716   $36,530 

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