Nomura (NMR) F-3ASR Automatic shelf registration (foreign)

Exhibit 25.2

Registration No.            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMT-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, 14^th floor

New York, N.Y. 10013

(212)816-5805

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

NOMURA HOLDINGS , INC.

(Issuer with Respect to the Securities)

(Exact name of obligor as specified in its charter)

NOMURA HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Japan	None
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

9-1, Nihonbashi1-chome
Chuo-ku, Tokyo
Japan	103-8645
(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	New York, NY
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 toT-1 filed October 5, 2012 under FileNo. 333-183223).
Exhibit 2 -	Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 toT-1 to Registration StatementNo. 2-29577).
Exhibit 3 -	Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 toT-1 to Registration StatementNo. 2-55519)
Exhibit 4 -	Copy of existingBy-Laws of the Trustee. (Exhibit 4 toT-1 filed October 5, 2012 under FileNo. 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 toT-1 to Registration StatementNo. 33-19227.)
Exhibit 7 -	Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2017 – attached)
Exhibit 8 -	Not applicable.
Exhibit 9 -	Not applicable.

2

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 11th day of January, 2019.

CITIBANK, N.A.
By	/s/ Danny Lee
	Danny Lee
	Senior Trust Officer

3

CONSOLIDATED BALANCE SHEET Citigroup Inc. and Subsidiaries

	December 31,
In millions of dollars	2017			2016
Assets
Cash and due from banks	$	23,775		$	23,043
Deposits with banks		156,741			137,451
Federal funds sold and securities borrowed or purchased under agreements to resell (including $132,949 and $133,204 as of December 31, 2017 and December 31, 2016, respectively, at fair value)		232,478			236,813
Brokerage receivables		38,384			28,887
Trading account assets (including $99,460 and $80,986 pledged to creditors at December 31, 2017 and December 31, 2016, respectively)		251,556			243,925
Investments:
Available for sale (including $9,493 and $8,239 pledged to creditors as of December 31, 2017 and December 31, 2016, respectively)		290,914			299,424
Held to maturity (including $435 and $843 pledged to creditors as of December 31, 2017 and December 31, 2016, respectively)		53,320			45,667
Non-marketable equity securities (including $1,206 and $1,774 at fair value as of December 31, 2017 and December 31, 2016, respectively)		8,056			8,213
Total investments	$	352,290		$	353,304
Loans:
Consumer (including $25 and $29 as of December 31, 2017 and December 31, 2016, respectively, at fair value)		333,656			325,063
Corporate (including $4,349 and $3,457 as of December 31, 2017 and December 31, 2016, respectively, at fair value)		333,378			299,306
Loans, net of unearned income	$	667,034		$	624,369
Allowance for loan losses		(12,355	)		(12,060	)
Total loans, net	$	654,679		$	612,309
Goodwill		22,256			21,659
Intangible assets (other than MSRs)		4,588			5,114
Mortgage servicing rights (MSRs)		558			1,564
Other assets (including $19,793 and $15,729 as of December 31, 2017 and December 31, 2016, respectively, at fair value)		105,160			128,008
Total assets	$	1,842,465		$	1,792,077

The following table presents certain assets of consolidated variable interest entities (VIEs), which are included in 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. Additionally, the assets in the table below include third-party assets of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation.

	December 31,
In millions of dollars	2017			2016
Assets of consolidated VIEs to be used to settle obligations of consolidated VIEs
Cash and due from banks	$	52		$	142
Trading account assets		1,129			602
Investments		2,498			3,636
Loans, net of unearned income
Consumer		54,656			53,401
Corporate		19,835			20,121
Loans, net of unearned income	$	74,491		$	73,522
Allowance for loan losses		(1,930	)		(1,769	)
Total loans, net	$	72,561		$	71,753
Other assets		154			158
Total assets of consolidated VIEs to be used to settle obligations of consolidated VIEs	$	76,394		$	76,291

Statement continues on the next page.

CONSOLIDATED BALANCE SHEET (Continued) Citigroup Inc. and Subsidiaries

	December 31,
In millions of dollars, except shares and per share amounts	2017			2016
Liabilities
Non-interest-bearing deposits in U.S. offices	$	126,880		$	136,698
Interest-bearing deposits in U.S. offices (including $303 and $434 as of December 31, 2017 and December 31, 2016, respectively, at fair value)		318,613			300,972
Non-interest-bearing deposits in offices outside the U.S.		87,440			77,616
Interest-bearing deposits in offices outside the U.S. (including $1,162 and $778 as of December 31, 2017 and December 31, 2016, respectively, at fair value)		426,889			414,120
Total deposits	$	959,822		$	929,406
Federal funds purchased and securities loaned or sold under agreements to repurchase (including $40,638 and $33,663 as of December 31, 2017 and December 31, 2016, respectively, at fair value)		156,277			141,821
Brokerage payables		61,342			57,152
Trading account liabilities		124,047			139,045
Short-term borrowings (including $4,627 and $2,700 as of December 31, 2017 and December 31, 2016, respectively, at fair value)		44,452			30,701
Long-term debt (including $31,392 and $26,254 as of December 31, 2017 and December 31, 2016, respectively, at fair value)		236,709			206,178
Other liabilities (including $15,084 and $10,796 as of December 31, 2017 and December 31, 2016, respectively, at fair value)		58,144			61,631
Total liabilities	$	1,640,793		$	1,565,934
Stockholders’ equity
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares:770,120 as ofDecember 31, 2017 and December 31, 2016, at aggregate liquidation value	$	19,253		$	19,253
Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: 3,099,523,273and 3,099,482,042 as of December 31, 2017 and December 31, 2016, respectively		31			31
Additionalpaid-in capital		108,008			108,042
Retained earnings		138,425			146,477
Treasury stock, at cost: December 31, 2017—529,614,728 shares and December 31, 2016—327,090,192 shares		(30,309	)		(16,302	)
Accumulated other comprehensive income (loss)		(34,668	)		(32,381	)
Total Citigroup stockholders’ equity	$	200,740		$	225,120
Noncontrolling interest		932			1,023
Total equity	$	201,672		$	226,143
Total liabilities and equity	$	1,842,465		$	1,792,077

The following table presents certain liabilities of consolidated VIEs, which are included in 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.

	December 31,
In millions of dollars	2017		2016
Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup
Short-term borrowings	$	10,079	$	10,697
Long-term debt		30,492		23,919
Other liabilities		611		1,275
Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup	$	41,182	$	35,891

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