Exhibit 25.1
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.
| A National Banking Association | 13-5266470 | |
| (I.R.S. employer identification no.) |
| 388 Greenwich Street, New York, New York | 10043 | |
| (Address of principal executive office) | (Zip code) |
THE WALT DISNEY COMPANY
(Exact name of obligor as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
83-0940635 (I.R.S. Employer Identification Number) |
500 South Buena Vista
Street Burbank, California 91521
(818) 560-1000
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
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
(818) 560-1000
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
Debt Securities
Guarantee of Debt Securities
(Title of the Indenture Securities)
| 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 Federal Deposit Insurance Corporation |
33 Liberty Street, New York, NY Washington, D.C. |
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
| 2. | Affiliations with Obligor. |
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, 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, 2021 - 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 2nd day of September, 2022.
| CITIBANK, N.A. | ||
| By: | /s/ Eva Waite | |
| Name: | Eva Waite | |
| Title: | Senior Trust Officer |
| CONSOLIDATED BALANCE SHEET | Citigroup Inc. and Subsidiaries |
| December 31, | ||||||||
| In millions of dollars | 2021 | 2020 | ||||||
| Assets |
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| Cash and due from banks (including segregated cash and other deposits) |
$ | 27,515 | $ | 26,349 | ||||
| Deposits with banks, net of allowance |
234,518 | 283,266 | ||||||
| Securities borrowed and purchased under agreements to resell (including $216,466 and $185,204 as of December 31, 2021 and 2020, respectively, at fair value), net of allowance |
327,288 | 294,712 | ||||||
| Brokerage receivables, net of allowance |
54,340 | 44,806 | ||||||
| Trading account assets (including $133,828 and $168,967 pledged to creditors at December 31, 2021 and 2020, respectively) |
331,945 | 375,079 | ||||||
| Investments: |
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| Available-for-sale debt securities (including $9,226 and $5,921 pledged to creditors as of December 31, 2021 and 2020, respectively), net of allowance |
288,522 | 335,084 | ||||||
| Held-to-maturity debt securities (including $1,460 and $547 pledged to creditors as of December 31, 2021 and 2020, respectively), net of allowance |
216,963 | 104,943 | ||||||
| Equity securities (including $1,032 and $1,066 as of December 31, 2021 and 2020, respectively, at fair value) |
7,337 | 7,332 | ||||||
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| Total investments |
$ | 512,822 | $ | 447,359 | ||||
| Loans: |
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| Consumer (including $12 and $14 as of December 31, 2021 and 2020, respectively, at fair value) |
271,236 | 288,839 | ||||||
| Corporate (including 6,070 and 6,840 as of December 31, 2021 and 2020, respectively, at fair value) |
396,531 | 387,044 | ||||||
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| Loans, net of unearned income |
$ | 667,767 | $ | 675,883 | ||||
| Allowance for credit losses on loans (ACLL) |
(16,455 | ) | (24,956 | ) | ||||
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| Total loans, net |
$ | 651,312 | $ | 650,927 | ||||
| Goodwill |
21,299 | 22,162 | ||||||
| Intangible assets (including MSRs of $404 and $336 as of December 31, 2021 and 2020, respectively, at fair value) |
4,495 | 4,747 | ||||||
| Other assets (including $12,342 and $14,613 as of December 31, 2021 and 2020, respectively, at fair value), net of allowance |
125,879 | 110,683 | ||||||
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| Total assets |
$ | 2,291,413 | $ | 2,260,090 | ||||
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 |
2021 | 2020 | ||||||
| Assets of consolidated VIEs to be used to settle obligations of consolidated VIEs |
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| Cash and due from banks |
$ | 260 | $ | 281 | ||||
| Trading account assets |
10,038 | 8,104 | ||||||
| Investments |
844 | 837 | ||||||
| Loans, net of unearned income |
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| Consumer |
34,677 | 37,561 | ||||||
| Corporate |
14,312 | 17,027 | ||||||
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| Loans, net of unearned income |
$ | 48,989 | $ | 54,588 | ||||
| Allowance for credit losses on loans (ACLL) |
(2,668 | ) | (3,794 | ) | ||||
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| Total loans, net |
$ | 46,321 | $ | 50,794 | ||||
| Other assets |
1,174 | 43 | ||||||
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| Total assets of consolidated VIEs to be used to settle obligations of consolidated VIEs |
$ | 58,637 | $ | 60,059 | ||||
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Statement continues on the next page.
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| CONSOLIDATED BALANCE SHEET | Citigroup Inc. and Subsidiaries |
(Continued)
| December 31, | ||||||||
| In millions of dollars, except shares and per share amounts |
2021 | 2020 | ||||||
| Liabilities |
| |||||||
| Non-interest-bearing deposits in U.S. offices |
$ | 158,552 | $ | 126,942 | ||||
| Interest-bearing deposits in U.S. offices (including $879 and $879 as of December 31, 2021 and 2020, respectively, at fair value) |
543,283 | 503,213 | ||||||
| Non-interest-bearing deposits in offices outside the U.S. |
97,270 | 100,543 | ||||||
| Interest-bearing deposits in offices outside the U.S. (including $787 and $1,079 as of December 31, 2021 and 2020, respectively, at fair value) |
518,125 | 549,973 | ||||||
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| Total deposits |
$ | 1,317,230 | $ | 1,280,671 | ||||
| Securities loaned and sold under agreements to repurchase (including $56,694 and $60,206 as of December 31, 2021 and 2020, respectively, at fair value) |
191,285 | 199,525 | ||||||
| Brokerage payables (including $3,575 and $6,835 as of December 31, 2021 and 2020, respectively, at fair value), including allowance |
61,430 | 50,484 | ||||||
| Trading account liabilities |
161,529 | 168,027 | ||||||
| Short-term borrowings (including $7,358 and $4,683 as of December 31, 2021 and 2020, respectively, at fair value) |
27,973 | 29,514 | ||||||
| Long-term debt (including $82,609 and $67,063 as of December 31, 2021 and 2020, respectively, at fair value) |
254,374 | 271,686 | ||||||
| Other liabilities |
74,920 | 59,983 | ||||||
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| Total liabilities |
$ | 2,088,741 | $ | 2,059,890 | ||||
| Stockholders’ equity |
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| Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: 759,800 as of December 31, 2021 and 779,200 as of December 31, 2020, at aggregate liquidation value |
$ | 18,995 | $ | 19,480 | ||||
| Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: 3,099,651,835 as of December 31, 2021 and 3,099,633,160 as of December 31, 2020 |
31 | 31 | ||||||
| Additional paid-in capital |
108,003 | 107,846 | ||||||
| Retained earnings |
184,948 | 168,272 | ||||||
| Treasury stock, at cost: 1,115,296,641 shares as of December 31, 2021 and 1,017,543,951 shares as of December 31, 2020 |
(71,240 | ) | (64,129 | ) | ||||
| Accumulated other comprehensive income (loss) (AOCI) |
(38,765 | ) | (32,058 | ) | ||||
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| Total Citigroup stockholders’ equity |
$ | 201,972 | $ | 199,442 | ||||
| Noncontrolling interests |
700 | 758 | ||||||
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| Total equity |
$ | 202,672 | $ | 200,200 | ||||
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| Total liabilities and equity |
$ | 2,291,413 | $ | 2,260,090 | ||||
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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 |
2021 | 2020 | ||||||
| Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup |
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| Short-term borrowings |
$ | 8,376 | $ | 9,278 | ||||
| Long-term debt |
12,579 | 20,405 | ||||||
| Other liabilities |
694 | 463 | ||||||
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| Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup |
$ | 21,649 | $ | 30,146 | ||||
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The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.
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