Exhibit 25.1
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 of organization if not a U.S. national bank) | (I.R.S. employer identification no.) | |
388 Greenwich Street, New York, New York | 10013 | |
(Address of principal executive office) | (Zip code) |
Citibank, N.A.
388 Greenwich Street
New York, NY 10013
1 (800)422-2066
(Name, address and telephone number of agent for service)
THE WALT DISNEY COMPANY
(Exact name of obligor as specified in its charter)
Delaware | 83-0940635 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
500 South Buena Vista Street Burbank, California | 91521 | |
(Address of principal executive offices) | (Zip Code) |
TWDC ENTERPRISES 18 CORP.
(Exact name of obligor as specified in its charter)
Delaware | 95-4545390 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
500 South Buena Vista Street Burbank, California | 91521 | |
(Address of principal executive offices) | (Zip Code) |
Debt Securities
Guarantee of Debt Securities
(Title of the 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 to Registration Statement No. 2-79983).
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 to Registration StatementNo. 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, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
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Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2018 - attached).
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, 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 7th day of October, 2019.
CITIBANK, N.A. | ||
By: | /s/ Louis Piscitelli | |
Name: | Louis Piscitelli | |
Title: | Senior Trust Officer |
Exhibit 7
CONSOLIDATED BALANCE SHEET | Citigroup Inc. and Subsidiaries |
December 31, | ||||||||
In millions of dollars | 2018 | 2017 | ||||||
Assets | ||||||||
Cash and due from banks (including segregated cash and other deposits) | $ | 23,645 | $ | 23,775 | ||||
Deposits with banks | 164,460 | 156,741 | ||||||
Federal funds sold and securities borrowed and purchased under agreements to resell (including $147,701 and $132,949 as of December 31, 2018 and 2017, respectively, at fair value) | 270,684 | 232,478 | ||||||
Brokerage receivables | 35,450 | 38,384 | ||||||
Trading account assets (including $112,932 and $99,460 pledged to creditors at December 31, 2018 and 2017, respectively) | 256,117 | 252,790 | ||||||
Investments: | ||||||||
Available-for-sale debt securities (including $9,289 and $9,493 pledged to creditors as of December 31, 2018 and 2017, respectively) | 288,038 | 290,725 | ||||||
Held-to-maturity debt securities (including $971 and $435 pledged to creditors as of December 31, 2018 and 2017, respectively) | 63,357 | 53,320 | ||||||
Equity securities (including $1,109 and $1,395 at fair value as of December 31, 2018 and 2017, respectively, of which $189 was available for sale as of December 31, 2017) | 7,212 | 8,245 | ||||||
Total investments | $ | 358,607 | $ | 352,290 | ||||
Loans: | ||||||||
Consumer (including $20 and $25 as of December 31, 2018 and 2017, respectively, at fair value) | 330,487 | 333,656 | ||||||
Corporate (including $3,203 and $4,349 as of December 31, 2018 and 2017, respectively, at fair value) | 353,709 | 333,378 | ||||||
Loans, net of unearned income | $ | 684,196 | $ | 667,034 | ||||
Allowance for loan losses | (12,315 | ) | (12,355 | ) | ||||
Total loans, net | $ | 671,881 | $ | 654,679 | ||||
Goodwill | 22,046 | 22,256 | ||||||
Intangible assets (including MSRs of $584 and $558 as of December 31, 2018 and 2017, respectively, at fair value) | 5,220 | 5,146 | ||||||
Other assets (including $20,788 and $18,559 as of December 31, 2018 and 2017, respectively, at fair value) | 109,273 | 103,926 | ||||||
Total assets | $ | 1,917,383 | $ | 1,842,465 |
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.
In millions of dollars | 2018 | 2017 | ||||||
Assets of consolidated VIEs to be used to settle obligations of consolidated VIEs | ||||||||
Cash and due from banks | $ | 270 | $ | 52 | ||||
Trading account assets | 917 | 1,129 | ||||||
Investments | 1,796 | 2,498 | ||||||
Loans, net of unearned income | ||||||||
Consumer | 49,403 | 54,656 | ||||||
Corporate | 19,259 | 19,835 | ||||||
Loans, net of unearned income | $ | 68,662 | $ | 74,491 | ||||
Allowance for loan losses | (1,852 | ) | (1,930 | ) | ||||
Total loans, net | $ | 66,810 | $ | 72,561 | ||||
Other assets | 151 | 154 | ||||||
Total assets of consolidated VIEs to be used to settle obligations of consolidated VIEs | $ | 69,944 | $ | 76,394 |
CONSOLIDATED BALANCE SHEET (Continued) | Citigroup Inc. and Subsidiaries |
December 31, | ||||||||
In millions of dollars, except shares and per share amounts | 2018 | 2017 | ||||||
Liabilities | ||||||||
Non-interest-bearing deposits in U.S. offices | $ | 105,836 | $ | 126,880 | ||||
Interest-bearing deposits in U.S. offices (including $717 and $303 as of December 31, 2018 and 2017, respectively, at fair value) | 361,573 | 318,613 | ||||||
Non-interest-bearing deposits in offices outside the U.S. | 80,648 | 87,440 | ||||||
Interest-bearing deposits in offices outside the U.S. (including $758 and $1,162 as of December 31, 2018 and 2017, respectively, at fair value) | 465,113 | 426,889 | ||||||
Total deposits | $ | 1,013,170 | $ | 959,822 | ||||
Federal funds purchased and securities loaned and sold under agreements to repurchase (including $44,510 and $40,638 as of December 31, 2018 and 2017, respectively, at fair value) | 177,768 | 156,277 | ||||||
Brokerage payables | 64,571 | 61,342 | ||||||
Trading account liabilities | 144,305 | 125,170 | ||||||
Short-term borrowings (including $4,483 and $4,627 as of December 31, 2018 and 2017, respectively, at fair value) | 32,346 | 44,452 | ||||||
Long-term debt (including $38,229 and $31,392 as of December 31, 2018 and 2017, respectively, at fair value) | 231,999 | 236,709 | ||||||
Other liabilities (including $15,906 and $13,961 as of December 31, 2018 and 2017, respectively, at fair value) | 56,150 | 57,021 | ||||||
Total liabilities | $ | 1,720,309 | $ | 1,640,793 | ||||
Stockholders’ equity | ||||||||
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: 738,400 as of December 31, 2018 and 770,120 as of December 31, 2017, at aggregate liquidation value | $ | 18,460 | $ | 19,253 | ||||
Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: 3,099,567,177 as of December 31, 2018 and 3,099,523,273 as of December 31, 2017 | 31 | 31 | ||||||
Additionalpaid-in capital | 107,922 | 108,008 | ||||||
Retained earnings | 151,347 | 138,425 | ||||||
Treasury stock, at cost: 731,099,833 shares as of December 31, 2018 and 529,614,728 shares as of December 31, 2017 | (44,370 | ) | (30,309 | ) | ||||
Accumulated other comprehensive income (loss) (AOCI) | (37,170 | ) | (34,668 | ) | ||||
Total Citigroup stockholders’ equity | $ | 196,220 | $ | 200,740 | ||||
Noncontrolling interest | 854 | 932 | ||||||
Total equity | $ | 197,074 | $ | 201,672 | ||||
Total liabilities and equity | $ | 1,917,383 | $ | 1,842,465 |
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 | 2018 | 2017 | ||||||
Short-term borrowings | $ | 13,134 | $ | 10,142 | ||||
Long-term debt | 28,514 | 30,492 | ||||||
Other liabilities | 697 | 611 | ||||||
Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup | $ | 42,345 | $ | 41,245 | ||||
Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup |
The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.