EX-25.1

DEUTSCHE BANK TRUST COMPANY AMERICAS

/s/ Carol Ng

Vice President

EX-25.1 6 d879416dex251.htm EX-25.1 EX-25.1

Exhibit 25.1

UNITED STATES

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)

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)


NEW YORK		13-4941247
(Jurisdiction of Incorporation or organization if not a U.S. national bank)		(I.R.S. Employer Identification no.)

60 WALL STREET NEW YORK, NEW YORK		10005
(Address of principal executive offices)		(Zip Code)

Deutsche Bank Trust Company Americas

Attention: Catherine Wang

Legal Department

60 Wall Street, 36th Floor

New York, New York 10005

(212) 250 – 7544

(Name, address and telephone number of agent for service)

MasterCard Incorporated

(Exact name of obligor as specified in its charter)


Delaware		13-4172551
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2000 Purchase Street Purchase, New York		10577
(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

Federal Reserve Bank (2nd District)		New York, NY
Federal Deposit Insurance Corporation		Washington, D.C.
New York State Banking Department		Albany, NY

(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 3. -15.

Not Applicable

Item 16.

List of Exhibits.


Exhibit 1 -		Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 16, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 2 -		Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 3 -		Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 4 -		Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on July 24, 2014, incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-201810.



Exhibit 5 -		Not applicable.

Exhibit 6 -		Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 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.

Exhibit 8 -		Not Applicable.

Exhibit 9 -		Not Applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, 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 this 4th day of June, 2015.


DEUTSCHE BANK TRUST COMPANY AMERICAS		FFIEC 031

Legal Title of Bank		Page 16 of 84
NEW YORK		RC-1

City
NY	10005

State	Zip Code
FDIC Certificate Number: 00623

Consolidated Report of Condition for Insured Banks and Savings Associations for March 31, 2015

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			RCFD		Tril \| Bil \| Mil \| Thou
Assets
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1)					0081		137,500	1.a
b. Interest-bearing balances (2)					0071		17,666,000	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		0	2.b
3. Federal funds sold and securities purchased under agreements to resell:					RCON
a. Federal funds sold in domestic offices					B987		0	3.a
					RCFD
b. Securities purchased under agreements to resell (3)					B989		18,407,000	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	16,759,500					4.b
c. LESS: Allowance for loan and lease losses		3123	24,000					4.c
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)					B529		16,735,500	4.d
5. Trading assets (from Schedule RC-D)					3545		77,500	5
6. Premises and fixed assets (including capitalized leases)					2145		17,500	6
7. Other real estate owned (from Schedule RC-M)					2150		0	7
8. Investments in unconsolidated subsidiaries and associated companies					2130		0	8
9. Direct and indirect investments in real estate ventures					3656		0	9
10. Intangible assets:
a. Goodwill					3163		0	10.a
b. Other intangible assets (from Schedule RC-M)					0426		38,000	10.b
11. Other assets (from Schedule RC-F)					2160		628,000	11

12. Total assets (sum of items 1 through 11)					2170		53,707,000	12

(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 in domestic and foreign offices, regardless of maturity.

Schedule RC—Continued

Dollar Amounts in Thousands

RCON

Tril | Bil | Mil | Thou

Liabilities

13. Deposits:

a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)

2200

41,933,000

13.a

(1) Noninterest-bearing (4)

6631

24,928,000

13.a.1

(2) Interest-bearing

6636

17,005,000

13.a.2

b. In foreign offices, Edge and Agreement subsidiaries, and IBFs

RCFN

(from Schedule RC-E, part II)

2200

13.b

(1) Noninterest-bearing

6631

13.b.1

(2) Interest-bearing

6636

13.b.2

14. Federal funds purchased and securities sold under agreements to repurchase:

RCON

a. Federal funds purchased in domestic offices (5)

B993

1,287,000

14.a

RCFD

b. Securities sold under agreements to repurchase (6)

B995

14.b

15. Trading liabilities (from Schedule RC-D)

3548

34,000

16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)

3190

59,000

17. and 18. Not applicable

(4)	Includes noninterest-bearing demand, time, and savings deposits.

(5)	Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”

(6)	Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

Schedule RC—Continued


	Dollar Amounts in Thousands	RCFD		Tril \| Bil \| Mil \| Thou
Liabilities—Continued
19. Subordinated notes and debentures (1)			3200		0	19
20. Other liabilities (from Schedule RC-G)			2930		1,508,000	20
21. Total liabilities (sum of items 13 through 20)			2948		44,821,000	21
22. Not applicable

Equity Capital
Bank Equity Capital
23. Perpetual preferred stock and related surplus			3838		0	23
24. Common stock			3230		2,127,500	24
25. Surplus (excludes all surplus related to preferred stock)			3839		594,000	25
26. a. Retained earnings			3632		6,055,000	26.a
b. Accumulated other comprehensive income (2)			B530		-2,500	26.b
c. Other equity capital components (3)			A130		0	26.c
27. a. Total bank equity capital (sum of items 23 through 26.c)			3210		8,774,000	27.a
b. Noncontrolling (minority) interests in consolidated subsidiaries			3000		112,000	27.b
28. Total equity capital (sum of items 27.a and 27.b)			G105		8,886,000	28
29. Total liabilities and equity capital (sum of items 21 and 28)			3300		53,707,000	29

Memoranda
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 bank by independent external auditors as of any date during 2014			RCFD 6724		Number 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 management’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


To be reported with the March Report of Condition.	RCON	MMDD
2. Bank’s fiscal year-end date	8678	1231	M.2

(1)	Includes limited-life preferred stock and related surplus.

(2)	Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and accumulated defined benefit pension and other postretirement plan adjustments.

(3)	Includes treasury stock and unearned Employee Stock Ownership Plan shares.