Exhibit 25
Registration No.
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, 14th 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.) | |
| 13-1, Nihonbashi 1-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 to T-1 filed 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 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 filed 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 to Registration Statement No. 33-19227.) | |
Exhibit 7 - | Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2020 – 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 17th day of December, 2021.
CITIBANK, N.A. | ||
By | /s/ Keri-anne Marshall | |
| Keri-anne Marshall | ||
| Senior Trust Officer | ||
3
| CONSOLIDATED BALANCE SHEET | Citigroup Inc. and Subsidiaries | |||
| December 31, | ||||||||
| In millions of dollars | 2020 | 2019 | ||||||
Assets | ||||||||
Cash and due from banks (including segregated cash and other deposits) | $ | 26,349 | $ | 23,967 | ||||
Deposits with banks, net of allowance | 283,266 | 169,952 | ||||||
Securities borrowed and purchased under agreements to resell (including $185,204 and $153,193 as of December 31, 2020 and 2019, respectively, at fair value), net of allowance | 294,712 | 251,322 | ||||||
Brokerage receivables, net of allowance | 44,806 | 39,857 | ||||||
Trading account assets (including $168,967 and $120,236 pledged to creditors at December 31, 2020 and 2019, respectively) | 375,079 | 276,140 | ||||||
Investments: | ||||||||
Available-for-sale debt securities (including $5,921 and $8,721 pledged to creditors as of December 31, 2020 and 2019, respectively), net of allowance | 335,084 | 280,265 | ||||||
Held-to-maturity debt securities (including $547 and $1,923 pledged to creditors as of December 31, 2020 and 2019, respectively), net of allowance | 104,943 | 80,775 | ||||||
Equity securities (including $1,066 and $1,162 as of December 31, 2020 and 2019, respectively, at fair value) | 7,332 | 7,523 | ||||||
Total investments | $ | 447,359 | $ | 368,563 | ||||
Loans: | ||||||||
Consumer (including $14 and $18 as of December 31, 2020 and 2019, respectively, at fair value) | 288,839 | 309,548 | ||||||
Corporate (including $6,840 and $4,067 as of December 31, 2020 and 2019, respectively, at fair value) | 387,044 | 389,935 | ||||||
Loans, net of unearned income | $ | 675,883 | $ | 699,483 | ||||
Allowance for credit losses on loans (ACLL) | (24,956 | ) | (12,783 | ) | ||||
Total loans, net | $ | 650,927 | $ | 686,700 | ||||
Goodwill | 22,162 | 22,126 | ||||||
Intangible assets (including MSRs of $336 and $495 as of December 31, 2020 and 2019, respectively, at fair value) | 4,747 | 4,822 | ||||||
Other assets (including $14,613 and $12,830 as of December 31, 2020 and 2019, respectively, at fair value), net of allowance | 110,683 | 107,709 | ||||||
Total assets | $ | 2,260,090 | $ | 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.
| December 31, | ||||||||
| In millions of dollars | 2020 | 2019 | ||||||
Assets of consolidated VIEs to be used to settle obligations of consolidated VIEs | ||||||||
Cash and due from banks | $ | 281 | $ | 108 | ||||
Trading account assets | 8,104 | 6,719 | ||||||
Investments | 837 | 1,295 | ||||||
Loans, net of unearned income | ||||||||
Consumer | 37,561 | 46,977 | ||||||
Corporate | 17,027 | 16,175 | ||||||
Loans, net of unearned income | $ | 54,588 | $ | 63,152 | ||||
Allowance for credit losses on loans (ACLL) | (3,794 | ) | (1,841 | ) | ||||
Total loans, net | $ | 50,794 | $ | 61,311 | ||||
Other assets | 43 | 73 | ||||||
Total assets of consolidated VIEs to be used to settle obligations of consolidated VIEs | $ | 60,059 | $ | 69,506 | ||||
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 | 2020 | 2019 | ||||||
Liabilities | ||||||||
Non-interest-bearing deposits in U.S. offices | $ | 126,942 | $ | 98,811 | ||||
Interest-bearing deposits in U.S. offices (including $879 and $1,624 as of December 31, 2020 and 2019, respectively, at fair value) | 503,213 | 401,418 | ||||||
Non-interest-bearing deposits in offices outside the U.S. | 100,543 | 85,692 | ||||||
Interest-bearing deposits in offices outside the U.S. (including $1,079 and $695 as of December 31, 2020 and 2019, respectively, at fair value) | 549,973 | 484,669 | ||||||
Total deposits | $ | 1,280,671 | $ | 1,070,590 | ||||
Securities loaned and sold under agreements to repurchase (including $60,206 and $40,651 as of December 31, 2020 and 2019, respectively, at fair value) | 199,525 | 166,339 | ||||||
Brokerage payables | 50,484 | 48,601 | ||||||
Trading account liabilities | 168,027 | 119,894 | ||||||
Short-term borrowings (including $4,683 and $4,946 as of December 31, 2020 and 2019, respectively, at fair value) | 29,514 | 45,049 | ||||||
Long-term debt (including $67,063 and $55,783 as of December 31, 2020 and 2019, respectively, at fair value) | 271,686 | 248,760 | ||||||
Other liabilities (including $6,835 and $6,343 as of December 31, 2020 and 2019, respectively, at fair value), including allowance | 59,983 | 57,979 | ||||||
Total liabilities | $ | 2,059,890 | $ | 1,757,212 | ||||
Stockholders’ equity | ||||||||
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: 779,200 as of December 31, 2020 and 719,200 as of December 31, 2019, at aggregate liquidation value | $ | 19,480 | $ | 17,980 | ||||
Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: 3,099,763,661 as of December 31, 2020 and 3,099,602,856 as of December 31, 2019 | 31 | 31 | ||||||
Additional paid-in capital | 107,846 | 107,840 | ||||||
Retained earnings | 168,272 | 165,369 | ||||||
Treasury stock, at cost: 1,017,674,452 shares as of December 31, 2020 and 985,479,501 shares as of December 31, 2019 | (64,129 | ) | (61,660 | ) | ||||
Accumulated other comprehensive income (loss) (AOCI) | (32,058 | ) | (36,318 | ) | ||||
Total Citigroup stockholders’ equity | $ | 199,442 | $ | 193,242 | ||||
Noncontrolling interests | 758 | 704 | ||||||
Total equity | $ | 200,200 | $ | 193,946 | ||||
Total liabilities and equity | $ | 2,260,090 | $ | 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.
| December 31, | ||||||||
| In millions of dollars | 2020 | 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 | $ | 9,278 | $ | 10,031 | ||||
Long-term debt | 20,405 | 25,582 | ||||||
Other liabilities | 463 | 917 | ||||||
Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup | $ | 30,146 | $ | 36,530 | ||||
The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.
