Exhibit 25

 

 

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)

 


 

3M COMPANY

(Exact name of obligor as specified in its charter)

 

Delaware

 

41-0417775

(State or other jurisdiction of

 

(I.R.S. employer

incorporation or organization)

 

identification no.)

 

 

 

3M Center

 

 

St. Paul, Minnesota

 

55144-1000

(Address of principal executive offices)

 

(Zip Code)

 


 

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 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. (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, 2005-attached)

 

 

 

 

 

 

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 21st day of February, 2006.

 

 

 

CITIBANK, N.A.

 

 

 

By

/s/Wafaa Orfy

 

 

 

Wafaa Orfy

 

 

Vice President

 



 

Charter No. 1461

Comptroller of the Currency

Northeastern District

REPORT OF CONDITION

CONSOLIDATING

DOMESTIC AND FOREIGN

SUBSIDIARIES OF

Citibank, N.A. of New York in the State of New York, at the close of business on December 31, 2005, published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District.

 

 

 

Thousands of dollars

 

ASSETS

 

 

 

Cash and balances due from depository institutions:

 

 

 

Noninterest-bearing balances and currency and coin

 

$

15,706,000

 

Interest-bearing balances

 

22,704,000

 

Held-to-maturity securities

 

0

 

Available-for-sale securities

 

120,718,000

 

Federal funds sold in domestic Offices

 

6,925,000

 

Federal funds sold and securities purchased under agreements to resell

 

8,262,000

 

Loans and leases held for sale

 

2,635,000

 

Loans and lease financing receivables:

 

 

 

Loans and Leases, net of unearned income

 

385,998,000

 

LESS: Allowance for loan and lease losses

 

6,307,000

 

Loans and leases, net of unearned income, allowance, and reserve

 

379,691,000

 

Trading assets

 

86,966,000

 

Premises and fixed assets (including capitalized leases)

 

4,072,000

 

Other real estate owned

 

53,000

 

Investments in unconsolidated subsidiaries and associated companies

 

1,269,000

 

Customers’ liability to this bank on acceptances outstanding

 

994,000

 

Intangible assets: Goodwill

 

9,093,000

 

Intangible assets: Other intangible assets

 

10,644,000

 

Other assets

 

36,765,000

 

TOTAL ASSETS

 

$

706,497,000

 

 

 

 

 

LIABILITIES

 

 

 

Deposits: In domestic offices

 

$

135,426,000

 

Noninterest- bearing

 

23,360,000

 

Interest- bearing

 

112,066,000

 

In foreign offices, Edge and Agreement subsidiaries, and IBFs

 

350,564,000

 

Noninterest- bearing

 

28,842,000

 

Interest- bearing

 

321,722,000

 

Federal funds purchased in domestic

 

 

 

Offices

 

11,516,000

 

Federal funds purchased and securities sold under agreements to repurchase

 

13,751,000

 

Demand notes issued to the U.S. Treasury

 

0

 

Trading liabilities

 

46,812,000

 

Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): ss

 

42,540,000

 

Bank’s liability on acceptances executed and outstanding

 

994,000

 

Subordinated notes and debentures

 

15,250,000

 

Other liabilities

 

32,883,000

 

TOTAL LIABILITIES

 

$

649,736,000

 

Minority interest in consolidated Subsidiaries

 

497,000

 

 

 

 

 

EQUITY CAPITAL

 

 

 

Perpetual preferred stock and related surplus

 

0

 

Common stock

 

751,000

 

Surplus

 

27,244,000

 

Retained Earnings

 

30,651,000

 

Accumulated net gains (losses) on cash flow hedges

 

-2,382,000

 

Other equity capital components

 

0

 

TOTAL EQUITY CAPITAL

 

$

56,264,000

 

TOTAL LIABILITIES AND EQUITY CAPITAL

 

$

706,497,000

 

 

I, William J. Gonska, Controller & Vice President of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

William J. Gonska, CONTROLLER & VICE PRESIDENT

 

We, the undersigned directors, attest to the correctness of this Report of Condition. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

 

ALAN S. MACDONALD

WILLIAM R. RHODES

SALLIE L. KRAWCHECK

DIRECTORS