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.
(Exact name of trustee as specified in its charter)
| 13-5266470 | ||
| (I.R.S. employer | ||
| identification no.) | ||
| 399 Park Avenue, New York, New York | 10043 | |
| (Address of principal executive office) | (Zip Code) | |
U.S. BANCORP
(Exact name of obligor as specified in its charter)
| Delaware | 41-0255900 | |
| (State or other jurisdiction of | (I.R.S. employer | |
| incorporation or organization) | identification no.) |
| 800 Nicollet Mall | ||
| Minneapolis, MN | 55402 | |
| (Address of principal executive offices) | (Zip Code) |
Senior 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 | 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.
| 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 2 - Copy of certificate of authority of the Trustee to commence business.
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust
Exhibit 4 - Copy of existing By-Laws of the Trustee.
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939.
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A.
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
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 9th day of March 2026.
| CITIBANK, N.A. | ||
| By: | /s/ Miriam Molina | |
| Miriam Molina | ||
| Senior Trust Officer | ||
Exhibit 7
CONSOLIDATED BALANCE SHEET
Citigroup Inc. and Subsidiaries
| December 31, | ||||||||
| In millions of dollars | 2025 | 2024 | ||||||
| Assets |
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| Cash and due from banks (including segregated cash and other deposits) |
$ | 23,717 | $ | 22,782 | ||||
| Deposits with banks, net of allowance |
325,862 | 253,750 | ||||||
| Securities borrowed and purchased under agreements to resell (including $206,110 and $140,855 as of December 31, 2025 and 2024, respectively, at fair value), net of allowance |
356,195 | 274,062 | ||||||
| Brokerage receivables, net of allowance |
62,679 | 50,841 | ||||||
| Trading account assets (including $228,816 and $193,291 pledged to creditors as of December 31, 2025 and 2024, respectively) |
537,139 | 442,747 | ||||||
| Investments: |
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| Available-for-sale debt securities (including $4,931 and $5,389 pledged to creditors as of December 31, 2025 and 2024, respectively) |
246,720 | 226,876 | ||||||
| Held-to-maturity debt securities, net of allowance (fair value of which is $179,520 and $224,410 as of December 31, 2025 and 2024, respectively) (includes $70 and $0 pledged to creditors as of December 31, 2025 and 2024, respectively) |
189,831 | 242,382 | ||||||
| Equity securities (including $921 and $578 as of December 31, 2025 and 2024, respectively, at fair value) |
7,678 | 7,399 | ||||||
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| Total investments |
$ | 444,229 | $ | 476,657 | ||||
| Loans: |
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| Consumer (including $51 and $281 as of December 31, 2025 and 2024, respectively, at fair value) |
408,533 | 393,102 | ||||||
| Corporate (including $6,804 and $7,759 as of December 31, 2025 and 2024, respectively, at fair value) |
343,697 | 301,386 | ||||||
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| Loans, net of unearned income |
$ | 752,230 | $ | 694,488 | ||||
| Allowance for credit losses on loans (ACLL) |
(19,247 | ) | (18,574 | ) | ||||
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| Total loans, net |
$ | 732,983 | $ | 675,914 | ||||
| Goodwill |
19,098 | 19,300 | ||||||
| Intangible assets (including MSRs of $759 and $760 as of December 31, 2025 and 2024, respectively) |
4,284 | 4,494 | ||||||
| Premises and equipment, net of depreciation and amortization |
33,339 | 30,192 | ||||||
| Other assets (including $15,840 and $13,703 as of December 31, 2025 and 2024, respectively, at fair value), net of allowance |
117,677 | 102,206 | ||||||
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| Total assets |
$ | 2,657,202 | $ | 2,352,945 | ||||
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| CONSOLIDATED BALANCE SHEET | ||
| (Continued) | Citigroup Inc. and Subsidiaries |
| December 31, | ||||||||
| In millions of dollars, except shares and par value per share amounts | 2025 | 2024 | ||||||
| Liabilities |
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| Deposits (including $4,222 and $3,608 as of December 31, 2025 and 2024, respectively, at fair value) |
$ | 1,403,573 | $ | 1,284,458 | ||||
| Securities loaned and sold under agreements to repurchase (including $199,422 and $49,154 as of December 31, 2025 and 2024, respectively, at fair value) |
348,098 | 254,755 | ||||||
| Brokerage payables (including $5,492 and $5,207 as of December 31, 2025 and 2024, respectively, at fair value) |
74,836 | 66,601 | ||||||
| Trading account liabilities |
162,798 | 133,846 | ||||||
| Short-term borrowings (including $21,567 and $12,484 as of December 31, 2025 and 2024, respectively, at fair value) |
51,878 | 48,505 | ||||||
| Long-term debt (including $130,726 and $112,719 as of December 31, 2025 and 2024, respectively, at fair value) |
315,827 | 287,300 | ||||||
| Other liabilities, plus allowances |
86,370 | 68,114 | ||||||
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| Total liabilities |
$ | 2,443,380 | $ | 2,143,579 | ||||
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| Stockholders’ equity |
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| Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: as of December 31, 2025 —802,000 and as of December 31, 2024—714,000, at aggregate liquidation value |
$ | 20,050 | $ | 17,850 | ||||
| Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: as of December 31, 2025 —3,099,752,593 and as of December 31, 2024—3,099,719,006 |
31 | 31 | ||||||
| Additional paid-in capital |
108,452 | 109,117 | ||||||
| Retained earnings |
215,128 | 206,294 | ||||||
| Treasury stock, at cost: December 31, 2025—1,352,205,592 shares and December 31, 2024— 1,222,647,540 shares |
(89,473 | ) | (76,842 | ) | ||||
| Accumulated other comprehensive income (loss) (AOCI) |
(41,897 | ) | (47,852 | ) | ||||
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| Total Citigroup stockholders’ equity |
$ | 212,291 | $ | 208,598 | ||||
| Noncontrolling interests |
1,531 | 768 | ||||||
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| Total equity |
$ | 213,822 | $ | 209,366 | ||||
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| Total liabilities and equity |
$ | 2,657,202 | $ | 2,352,945 | ||||
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The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.