EX-25.2 6 dp53778_ex2502.htm EXHIBIT 25.2
Exhibit 25.2
_____________________________________________________________________________
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 (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)
 
 
 
                                                                                                                  
                                                                                                                
                                                                                                                  
60 WALL STREET  
NEW YORK, NEW YORK 10005
(Address of principal (Zip Code)
executive offices)  
 
 
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)
______________________________________________________

TOYOTA MOTOR CREDIT CORPORATION
(Exact name of obligor as specified in its charter)

 
California 95-3775816
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
19001 South Western Avenue  
Torrance, California 90501
(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.
 
 
NA
 
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 18th day of February, 2015.


 
  DEUTSCHE BANK TRUST COMPANY AMERICAS  
 
 
    
 
By:
/s/ Carol Ng
 
  Name:
Carol Ng
  
  Title:
Vice President
  
 
 
 
 
 
 
 
 
Exhibit 7
 
DEUTSCHE BANK TRUST COMPANY AMERICAS
FFIEC 031
Page 16 of 79
RC-1
Legal Title of Bank
NEW YORK
City
NY
10005
State
Zip Code
FDIC Certificate Number: 00623

Consolidated Report of Condition for Insured Banks
 
and Savings Associations for September 30, 2014
 
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
148,000
1.a
  b.  Interest-bearing balances (2)
  
0071
25,772,000
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
110,000
3.a
 
RCFD
    
  b.  Securities purchased under agreements to resell (3)
  
B989
12,653,000
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
15,928,000
    
4.b
  c.  LESS: Allowance for loan and lease losses
  
3123
30,000
    
4.c
  d.  Loans and leases, net of unearned income and allowance (item 4.b minus item 4.c)
  
B529
15,898,000
4.d
5.  Trading assets (from Schedule RC-D)
  
3545
80,000
5
6.  Premises and fixed assets (including capitalized leases)
  
2145
18,000
6
7.  Other real estate owned (from Schedule RC-M)
  
2150
2,000
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
37,000
10.b
11.Other assets (from Schedule RC-F)
  
2160
607,000
11
12.Total assets (sum of items 1 through 11)
  
2170
55,325,000
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.
 

 
 
 
 

DEUTSCHE BANK TRUST COMPANY AMERICAS
FFIEC 031
Page 16a of 79
RC-1a
Legal Title of Bank
FDIC Certificate Number: 00623

 
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
42,822,000
13.a
  (1)  Noninterest-bearing (4)
  
6631
26,234,000
    
13.a.1
  (2)  Interest-bearing
  
6636
16,588,000
    
13.a.2
   b.  In foreign offices, Edge and Agreement subsidiaries, and IBFs
  
FCFN
    
    (from Schedule RC-E, part II)
  
2200
1,000
13.b
  (1) Noninterest-bearing
  
6631
1,000
    
13.b.1
  (2) Interest-bearing
  
6636
0
    
13.b.2
14.  Federal funds purchased and securities sold under agreements to repurchase:
RCON
    
    a. Federal funds purchased in domestic offices (5)
  
B993
2,091,000
14.a
   
RCFD
    
    b. Securities sold under agreements to repurchase (6)
  
B995
0
14.b
15.  Trading liabilities (from Schedule RC-D)
  
3548
22,000
15
16.  Other borrowed money (includes mortgage indebtedness and and obligations
      
 under capitalized leases) (from Schedule RC-M)
  
3190
59,000
16
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.
 
 
 
2
 

 

DEUTSCHE BANK TRUST COMPANY AMERICAS
FFIEC 031
Page 17 of 79
RC-2
Legal Title of Bank
FDIC Certificate Number: 00623


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
1,628,000
20
21.  Total liabilities (sum of items 13 through 20)
  
2948
46,623,000
21
22.  Not applicable
      
       
Equity Capital
      
Bank Equity Captal
      
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
596,000
25
26.  a. Retained earnings
  
3632
5,896,000
26.a
    b. Accumulated other comprehensive income (2)
  
B530
-31,000
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
8,588,000
27.a
    b. Noncontrolling (minority) interests in consolidated subsidiaries
  
3000
114,000
27.b
28.  Total equity capital (sum of items 27.a and 27.b)
  
G105
8,702,000
28
29.  Total liabilities and equity capital (sum of items 21 and 28)
  
3300
55,325,000
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
RCFD
Number
  
auditors as of any date during 2013
  
6724
N/A
M.1
 
1 =
 
 
2 =
 
 
 
3 =
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
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)
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 =
 
 
5 =
 
6 =
7 =
8 =
9 =
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)
Directors' examination of the bank performed by other external
auditors (may be required by state chartering authority)
Review of the bank's financial statements by external auditors
Compilation of the bank's financial statements by external auditors
Other audit procedures (excluding tax preparation work)
No external audit work
 
To be reported with the March Report of Condition.
RCON
MM / DD
  
2. Bank's fiscal year-end date
  
8676
N/A
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 post retirement plan adjustments.
 
(3)
Includes treasury stock and unearned Employee Stock Ownership Plan shares.
 

                                                          
 
 
3