Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939

DEUTSCHE BANK TRUST COMPANY AMERICAS

/s/ Carol Ng

Vice President

EX-25 10 d306530dex25.htm FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939

Exhibit 25

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: Lynne Malina

Legal Department

60 Wall Street, 37th Floor

New York, New York 10005

(212) 250 – 0677

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

KONINKLIJKE PHILIPS ELECTRONICS N.V.

(Exact name of obligor as specified in its charter)

ROYAL PHILIPS ELECTRONICS N.V.

(Translation of Registrant’s Name into English)

The Netherlands

(State or other jurisdiction

of incorporation or organization)

(IRS Employer

Identification No.)

Breitner Center

Amstelplein 2

1096 BC Amsterdam

The Netherlands

Tel. No.: 011-31-20-59-77-777

(Address and Telephone Number of Registrant’s Principal Executive Offices)

Copies To:

John O’Connor

Sullivan & Cromwell

1 New Fetter Lane

London EC4A 1AN

England

Tel No.: 011-44-20-7959-8900

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.

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 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, 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. 333-157637-01.

Exhibit 2 -		Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01.

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. 333-157637-01.

Exhibit 4 -		Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002 business - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-157637-01.



Exhibit 5 -		Not applicable.

Exhibit 6 -		Consent of Bankers Trust Company required by Section 321(b) of the Act. - business - Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 7 -		The latest report of condition of Deutsche Bank Trust Company Americas dated as of December 31, 2011. Copy attached.

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 27th day of February, 2012.


DEUTSCHE BANK TRUST COMPANY AMERICAS		FFIEC 031
Legal Title of Bank		Page RC-1
NEW YORK		15
City
NY	10005

State	Zip Code
FDIC Certificate Number: 00623

Consolidated Report of Condition for Insured Commercial

and State-Chartered Savings Banks for December 31, 2011

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		147,000	1.a
b. Interest-bearing balances (2)					0071		22,393,000	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		1,104,000	2.b
3. Federal funds sold and securities purchased under agreements to resell:					RCON
a. Federal funds sold in domestic offices					B987		149,000	3.a
					RCFD
b. Securities purchased under agreements to resell (3)					B989		0	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	17,549,000					4.b
c. LESS: Allowance for loan and lease losses		3123	93,000					4.c
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)					B529		17,456,000	4.d
5. Trading assets (from Schedule RC-D)					3545		4,364,000	5
6. Premises and fixed assets (including capitalized leases)					2145		53,000	6
7. Other real estate owned (from Schedule RC-M)					2150		22,000	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		51,000	10.b
11. Other assets (from Schedule RC-F)					2160		5,393,000	11
12. Total assets (sum of items 1 through 11)					2170		51,132,000	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				Tril \| Bil \| Mil \| Thou
LIABILITIES
13. Deposits:				RCON
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)				2200		23,579,000	13.a
(1) Noninterest-bearing (1)		6631	15,122,000				13.a.1
(2) Interest-bearing		6636	8,457,000				13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs				RCFN
(from Schedule RC-E, part II)				2200		10,564,000	13.b
(1) Noninterest-bearing		6631	6,209,000				13.b.1
(2) Interest-bearing		6636	4,355,000				13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase:				RCON
a. Federal funds purchased in domestic offices (2)				B993		6,130,000	14.a
				RCFD
b. Securities sold under agreement to repurchase (3)				B995		0	14.b
15. Trading liabilities (from Schedule RC-D)				3548		198,000	15
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)				3190		257,000	16
17. and 18. Not applicable
19. Subordinated notes and debentures (4)				3200		0	19
20. Other liabilities (from Schedule RC-G)				2930		1,829,000	20
21. Total liabilities (sum of items 13 through 20)				2948		42,557,000	21
22. Not applicable

(1)	Includes noninterest-bearing demand, 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 in domestic and foreign offices, regardless of maturity.

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

EQUITY CAPITAL


	RCFD	Tril \| Bil \| Mil \| Thou
Bank Equity Capital
23. Perpetual preferred stock and related surplus	3838	0	23
24. Common stock	3230	2,127,000	24
25. Surplus (excludes all surplus related to preferred stock)	3839	595,000	25
26. a. Retained earnings	3632	5,625,000	26.a
b. Accumulated other comprehensive income (5)	B530	17,000	26.b
c. Other equity capital components (6)	A130	0	26.c
27. a Total bank equity capital (sum of items 23 through 26.c)	3210	8,364,000	27.a
b. Noncontrolling (minority) interests in consolidated subsidiaries	3000	211,000	27.b
28. Total equity capital (sum of items 27.a and 27.b)	G105	8,575,000	28
29. Total liabilities and equity capital (sum of items 21 and 28)	3300	51,132,000	29
Memoranda To be reported with the March Report of Condition.
1. Indicated 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 2010	RCFD	Number
	6724	N/A	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.	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)
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)	5 -	Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)
2 -		6 -	Review of the bank’s financial statements by external auditors
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.	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	MM/DD
2. Bank’s fiscal year-end date	8678	N/A	M.2

(5)	Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

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