EXHIBIT 25.02
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)
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BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 31-0838515
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
100 EAST BROAD STREET, COLUMBUS, OHIO 43271-0181
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
BANK ONE TRUST COMPANY, N.A.
1 BANK ONE PLAZA
CHICAGO, ILLINOIS 60670
ATTN: SANDRA L. CARUBA, SENIOR COUNSEL, (312) 336-9436
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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CITIGROUP INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 52-1568099
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
399 PARK AVENUE
NEW YORK, NEW YORK 10043
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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.
Comptroller of Currency, Washington, D.C.;
Federal Deposit Insurance Corporation,
Washington, D.C.; The Board of Governors of
the Federal Reserve System, Washington D.C.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate
trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificate of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bank One Trust Company, National Association, 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 Chicago and State of Illinois, on
the 20th day of June, 2003.
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
TRUSTEE
BY /s/SANDRA L. CARUBA
SANDRA L. CARUBA
SENIOR COUNSEL
* Exhibits 1, 2, 3, and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 16 of the Form T-1 of Bank One Trust Company,
National Association, filed as Exhibit 25 to the Registration Statement on Form
S-3 of Burlington Northern Santa Fe Corporation, filed with the Securities and
Exchange Commission on May 10, 2000 (Registration No. 333-36718).
EXHIBIT 7
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
June 20, 2003
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of an indenture between Citigroup Inc. and
Bank One Trust Company, National Association, as Trustee, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.
Very truly yours,
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
BY: /s/SANDRA L. CARUBA
SANDRA L. CARUBA
SENIOR COUNSEL
BANK ONE TRUST COMPANY, N.A. FFIEC 041
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Legal Title of Bank
COLUMBUS
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City 11
OH 43271
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State Zip Code
FDIC Certificate Number - 21377
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 2003
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
Dollar Amounts in Thousands RCON Bil Mil Thou
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ASSETS
1. Cash and balances due from depository Institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1) 0081 1,055,689 1.a
b. Interest-bearing balances (2) 0071 0 1.b
2. Securities:
a. Held-to-maturity securities (from schedule RC-B, column A) 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 119 2.b
3. Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold B987 716,920 3.a
b. Securities purchased under agreements to resell (3) B989 397,102 3.b
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale 5369 0 4.a
b. Loans and leases, net of unearned income B528 95,531 4.b
c. LESS: Allowance for loan and lease losses 3123 424 4.c
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) B529 95,107 4.d
5. Trading assets (from Schedule RC-D) 3545 0 5
6. Premises and fixed assets (including capitalized leases) 2145 13,421 6
7. Other real estate owned (from Schedule RC-M) 2150 0 7
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 2130 0 8
9. Customers' liability to this bank on acceptances outstanding 2155 0 9
10. Intangible assets
a. Goodwill 3163 0 10.a
b. Other intangible assets (from Schedule RC-M) 0426 5,567 10.b
11. Other assets (from Schedule RC-F) 2160 372,249 11
12. Total assets (sum of items 1 through 11) 2170 2,656,174 12
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
(3) Includes all securities resale agreements, regardless of maturity.
BANK ONE TRUST COMPANY, N.A. FFIEC 041
- ----------------------------------- RC-2
Legal Title of Bank
FDIC Certificate Number - 21377 12
SCHEDULE RC - CONTINUED
Dollar Amounts in Thousands RCON Bil Mil Thou
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LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) 2200 1,524,707 13.a
(1) Noninterest-bearing (1) 6631 966,383 13.a.1
(2) Interest-bearing 6636 558,324 13.a.2
b. Not applicable
14. Federal fund purchased and securities sold under agreements to repurchase
a. Federal funds purchased (2) B993 0 14.a
b. Securities sold under agreements to repurchase (3) B995 0 14.b
15. Trading liabilities (from Schedule RC-D) 3548 0 15
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases) (from Schedule RC-M): 3190 0 16
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 2920 0 18
19. Subordinated notes and debentures (4) 3200 0 19
20. Other liabilities (from Schedule RC-G) 2930 933,994 20
21. Total liabilities (sum of items 13 through 20) 2948 2,458,701 21
22. Minority interest in consolidated subsidiaries 3000 0 22
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 3838 0 23
24. Common stock 3230 800 24
25. Surplus (exclude all surplus related to preferred stock) 3839 45,157 25
26. a. Retained earnings 3632 151,514 26.a
b. Accumulated other comprehensive income (5) B530 2 26.b
27. Other equity capital components (6) A130 0 27
28. Total equity capital (sum of items 23 through 27) 3210 197,473 28
29. Total liabilities, minority interest, and equity capital
(sum of items 21, 22, and 28) 3300 2,656,174 29
Memorandum
TO BE REPORTED WITH THE MARCH REPORT OF CONDITION.
1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the RCON Number
bank by independent external auditors as of any date during 2002 6724 2 M.1
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Attestation on bank managements's assertion on the effectiveness of the
bank's internal control over financial reporting by a certified public
accounting firm
4 = Directors' examination of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting firm
(may be required by state chartering authority)
5 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority)
6 = Review of the bank's financial statements by external auditors
7 = Compilation of the bank's financial statements by external auditors
8 = Other audit procedures (excluding tax preparation work)
9 = No external audit work
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16,
"other borrowed money."
(3) Includes all securities repurchase agreements, regardless of maturity.
(4) Includes limited-life preferred stock and related surplus.
(5) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses)
on cash flow hedges, and minimum pension liability adjustments.
(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.