| 13-5266470 (I.R.S. employer identification no.) | ||
| 399 Park Avenue, New York, New York (Address of principal executive office) | 10043 (Zip Code) |
| Washington (State or other jurisdiction of incorporation or organization) | 91-0462470 (I.R.S. employer identification no.) | |
| 1411 East Mission | ||
| Spokane, Washington (Address of principal executive offices) | 99202-2600 (Zip Code) |
| 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 | New York, NY | |
| Federal Deposit Insurance Corporation | Washington, D.C. |
| (b) | Whether it is authorized to exercise corporate trust powers. | ||
| Yes. |
| If the obligor is an affiliate of the trustee, describe each such affiliation. | |||
| None. |
| 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 to Registration Statement No. 2-79983) | |||
| Exhibit 2 — Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577). | |||
| Exhibit 3 — Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519) |
| Exhibit 4 — Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988) | |||
| 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 to Registration Statement No. 33-19227.) | |||
| Exhibit 7 — Copy of the latest Report of Condition of Citibank, N.A. (as of September 30, 2009-attached) | |||
| Exhibit 8 — Not applicable. | |||
| Exhibit 9 — Not applicable. |
| CITIBANK, N.A. | ||||
| By | /s/ Wafaa Orfy | |||
| Wafaa Orfy | ||||
| Vice President | ||||
| September 30, | December 31, | |||||||
| In millions of dollars, except shares | 2009 | 2008 | ||||||
| (Unaudited) | ||||||||
Assets | ||||||||
| Cash and due from banks (including segregated cash and other deposits) | $ | 26,482 | $ | 29,253 | ||||
| Deposits with banks | 217,730 | 170,331 | ||||||
| Federal funds sold and securities borrowed or purchased under agreements to resell (including $87,886 and $70,305 as of September 30, 2009 and December 31, 2008, respectively, at fair value) | 197,357 | 184,133 | ||||||
| Brokerage receivables | 34,667 | 44,278 | ||||||
| Trading account assets (including $128,154 and $148,703 pledged to creditors at September 30, 2009 and December 31, 2008, respectively) | 340,697 | 377,635 | ||||||
| Investments (including $18,413 and $14,875 pledged to creditors at September 30, 2009 and December 31, 2008, respectively) | 261,890 | 256,020 | ||||||
| Loans, net of unearned income | ||||||||
| Consumer (including $30 and $36 at September 30, 2009 and December 31, 2008, respectively, at fair value) | 441,491 | 481,387 | ||||||
| Corporate (including $1,475 and $2,696 at September 30, 2009 and December 31, 2008, respectively, at fair value) | 180,720 | 212,829 | ||||||
| Loans, net of unearned income | $ | 622,211 | $ | 694,216 | ||||
| Allowance for loan losses | (36,416 | ) | (29,616 | ) | ||||
| Total loans, net | $ | 585,795 | $ | 664,600 | ||||
| Goodwill | 25,423 | 27,132 | ||||||
| Intangible assets (other than MSRs) | 8,957 | 14,159 | ||||||
| Mortgage servicing rights (MSRs) | 6,228 | 5,657 | ||||||
| Other assets (including $13,670 and $21,372 as of September 30, 2009 and December 31, 2008 respectively, at fair value) | 159,769 | 165,272 | ||||||
| Assets of discontinued operations held for sale | 23,604 | — | ||||||
Total assets | $ | 1,888,599 | $ | 1,938,470 | ||||
Liabilities | ||||||||
| Deposits | ||||||||
| Non-interest-bearing deposits in U.S. offices | $ | 77,460 | $ | 55,485 | ||||
| Interest-bearing deposits in U.S. offices (including $919 and $1,335 at September 30, 2009 and December 31, 2008, respectively, at fair value) | 244,856 | 234,491 | ||||||
| Total U.S. deposits | $ | 322,316 | $ | 289,976 | ||||
| Non-interest-bearing deposits in offices outside the U.S. | 40,606 | 37,412 | ||||||
| Interest-bearing deposits in offices outside the U.S. (including $1,110 and $1,271 at September 30, 2009 and December 31, 2008, respectively, at fair value) | 469,681 | 446,797 | ||||||
| Total international deposits | $ | 510,287 | $ | 484,209 | ||||
| Total deposits | $ | 832,603 | $ | 774,185 | ||||
| Federal funds purchased and securities loaned or sold under agreements to repurchase (including $116,693 and $138,866 as of September 30, 2009 and December 31, 2008, respectively, at fair value) | 178,159 | 205,293 | ||||||
| Brokerage payables | 57,672 | 70,916 | ||||||
| September 30, | December 31, | |||||||
| In millions of dollars, except shares | 2009 | 2008 | ||||||
| (Unaudited) | ||||||||
| Trading account liabilities | 130,540 | 165,800 | ||||||
| Short-term borrowings (including $1,443 and $17,607 at September 30, 2009 and December 31, 2008, respectively, at fair value) | 64,731 | 126,691 | ||||||
| Long-term debt (including $27,186 and $27,263 at September 30, 2009 and December 31, 2008, respectively, at fair value) | 379,557 | 359,593 | ||||||
| Other liabilities (including $14,819 and $11,889 as of September 30, 2009 and December 31, 2008, respectively, at fair value) | 86,384 | 91,970 | ||||||
| Liabilities of discontinued operations held for sale | 16,004 | — | ||||||
Total liabilities | $ | 1,745,650 | $ | 1,794,448 | ||||
Citigroup stockholders’ equity | ||||||||
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares:12,038 at September 30, 2009, at aggregate liquidation value | $ | 312 | $ | 70,664 | ||||
Common stock ($0.01 par value; authorized shares: 60 billion), issued shares:23,044,331,654 and 5,671,743,807 at September 30, 2009and December 31, 2008, respectively. | 230 | 57 | ||||||
| Additional paid-in capital | 78,802 | 19,165 | ||||||
| Retained earnings | 85,208 | 86,521 | ||||||
Treasury stock, at cost:September 30, 2009—180,384,393 sharesand December 31, 2008—221,675,719 shares | (6,059 | ) | (9,582 | ) | ||||
| Accumulated other comprehensive income (loss) | (17,651 | ) | (25,195 | ) | ||||
Total Citigroup stockholders’ equity | $ | 140,842 | $ | 141,630 | ||||
| Noncontrolling interest | 2,107 | 2,392 | ||||||
Total equity | $ | 142,949 | $ | 144,022 | ||||
Total liabilities and equity | ||||||||
