EX-25.3 7 exhibit253_dec2021xs-3asr.htm EX-25.3 Document
Exhibit 25.3
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)
_____________________________
LYB INTERNATIONAL FINANCE II B.V.
(Exact name of obligor as specified in its charter)
The Netherlands
98-1287217
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)

Delftseplein 27E
3013AA Rotterdam
(Address of principal executive offices)
_____________________________



LYONDELLBASELL INDUSTRIES N.V.
(Exact name of obligor as specified in its charter)
The Netherlands98-0646235
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
4th Floor, One Vine Street
London, W1J0AH
The United Kingdom
(Address of principal executive offices)
_____________________________
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.

NameAddress
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, approved on March 29, 2019, incorporated herein by reference to Exhibit 4 to Form T-1 Statement filed with Form S-3ASR, Registration No. 333-236787.

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 3rd day of December, 2021.


DEUTSCHE BANK TRUST COMPANY AMERICAS
/s/ Luke Russell
By:Name: Luke Russell
Title: Vice President






Exhibit 7
Board of Governors of the Federal Reserve System
OMB Number 7100-0036
Federal Deposit Insurance Corporation
OMB Number 3064-0052
Office of the Comptroller of the Currency
OMB Number 1557-0081
Approval expires June 30, 2024
Page 1 of 87
Federal Financial Institutions Examination Council
deutschebanklogo.jpgConsolidated Reports of Condition and Income for a Bank with Domestic Offices Only—FFIEC 041
Report at the close of business September 30, 202120210930
(RCON 9999)
This report is required by law: 12 U.S.C. § 324 (State memberThis report form is to be filed by banks with domestic offices only
banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161and total consolidated assets of less than $100 billion, except
(National banks); and 12 U.S.C. §1464 (Savings associations).those banks that file the FFIEC 051, and those banks that are
advanced approaches institutions for regulatory capital purposes
Unless the context indicates otherwise, the term "bank" in thisthat are required to file the FFIEC 031.
report form refers to both banks and savings associations.
NOTE: Each bank’s board of directors and senior management areschedules) for this report date have been prepared in confor-
responsible for establishing and maintaining an effective system ofmance with the instructions issued by the appropriate Federal
internal control, including controls over the Reports of Condition andregulatory authority and are true and correct to the best of my
Income. The Reports of Condition and Income are to be prepared inknowledge and belief.
accordance with federal regulatory authority instructions. The Reports
of Condition and Income must be signed by the Chief FinancialWe, the undersigned directors (trustees), attest to the correctness
Officer (CFO) of the reporting bank (or by the individual performing anof the Reports of Condition and Income (including the supporting
equivalent function) and attested to by not less than two directorsschedules) for this report date and declare that the Reports of
(trustees) for state nonmember banks and three directors for stateCondition and Income have been examined by us and to the best
member banks, national banks, and savings associations.of our knowledge and belief have been prepared in conformance
with the instructions issued by the appropriate Federal regulatory
I, the undersigned CFO (or equivalent) of the named bank, attestauthority and are true and correct.
that the Reports of Condition and Income (including the supporting
Director (Trustee)
Signature of Chief Financial Officer (or Equivalent)Director (Trustee)
10/29/2021
Date of SignatureDirector (Trustee)
Submission of Reports
Each bank must file its Reports of Condition and Income (CallTo fulfill the signature and attestation requirement for the Reports
Report) data by either:of Condition and Income for this report date, attach your bank’s
completed signature page (or a photocopy or a computer gener-
(a)Using computer software to prepare its Call Report and thenated version of this page) to the hard-copy record of the data file
submitting the report data directly to the FFIEC’s Central Datasubmitted to the CDR that your bank must place in its files.
Repository (CDR), an Internet-based system for data collection
(https://cdr.ffiec.gov/cdr/), orThe appearance of your bank’s hard-copy record of the submitted
(b)Completing its Call Report in paper form and arranging with adata file need not match exactly the appearance of the FFIEC’s
software vendor or another party to convert the data into thesample report forms, but should show at least the caption of each
electronic format that can be processed by the CDR. TheCall Report item and the reported amount.
software vendor or other party then must electronically submit
the bank’s data file to the CDR.DEUTSCHE BANK TRUST COMPANY AMERICAS
Legal Title of Bank (RSSD 9017)
For technical assistance with submissions to the CDR, please
contact the CDR Help Desk by telephone at (888) CDR-3111, byNew York
fax at (703) 774-3946, or by e-mail at cdr.help@cdr.ffiec.gov.City (RSSD9130)
FDIC Certificate Number623NY10019
(RSSD 9050)State Abbreviation (RSSD 9200)Zip Code (RSSD 9200)
Legal Entity Identifier (LEI)
8EWQ2UQKS07AKK8ANH81
(Report only if your institution already has an LEI.) (RCON 9224)
The estimated average burden associated with this information collection is 55.53 hours per respondent and is expected to vary by institution, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Currency, Washington, DC 20219; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429.

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FFIEC 041
Page 17 of 87
RC-2
Consolidated Report of Condition for Insured Banks
and Savings Associations for September 30, 2021
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 ThousandsRCONAmount
Assets
1.Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1)
008133,0001.a.
b. Interest-bearing balances (2)
007123,252,0001.b.
2.Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) (3)
JJ3402.a.
b. Available-for-sale debt securities (from Schedule RC-B, column D)1773777,0002.b.
c. Equity securities with readily determinable fair values not held for trading (4)
JA226,0002.c.
3.Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold
B98703.a.
b. Securities purchased under agreements to resell (5) (6)
B9895,916,0003.b.
4.Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale536904.a.
b. Loans and leases held for investmentB52812,932,0004.b.
c. LESS: Allowance for loan and lease losses312313,0004.c.
d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c) (7)
B52912,919,0004.d.
5.Trading assets (from Schedule RC-D)354505.
6.Premises and fixed assets (including capitalized leases)214506.
7.Other real estate owned (from Schedule RC-M)215007.
8.Investments in unconsolidated subsidiaries and associated companies213008.
9.Direct and indirect investments in real estate ventures365609.
10.Intangible assets (from Schedule RC-M)214318,00010.
11.
Other assets (from Schedule RC-F) (6)
21601,699,00011.
12.Total assets (sum of items 1 through 11)217044,620,00012.
Liabilities
13.Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)220032,743,00013.a.
(1) Noninterest-bearing (8)
663116,053,00013.a. (1)
(2) Interest-bearing663616,690,00013.a. (2)
b. not applicable
14.Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased (9)
B993014.a.
b. Securities sold under agreements to repurchase (10)
B995014.b.
15.Trading liabilities (from Schedule RC-D)3548015.
16.Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M)3190424,00016.
17.and 18. Not applicable
19.
Subordinated notes and debentures (11)
3200019.
1. Includes cash items in process of collection and unposted debits.
2. Includes time certificates of deposit not held for trading.
3. Institutions that have adopted ASU 2016-13 should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B.
4. Item 2.c is to be completed by all institutions. See the instructions for this item and the Glossary entry for “Securities Activities” for further detail on accounting for investments in equity securities.
5. Includes all securities resale agreements, regardless of maturity.
6. Institutions that have adopted ASU 2016-13 should report in items 3.b and 11 amounts net of any applicable allowance for credit losses.
7. Institutions that have adopted ASU 2016-13 should report in item 4.c the allowance for credit losses on loans and leases.
8. Includes noninterest-bearing demand, time, and savings deposits.
9. Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "Other borrowed money."
10. Includes all securities repurchase agreements, regardless of maturity.
11. Includes limited-life preferred stock and related surplus.
09/2021

FFIEC 041
Page 18 of 87
RC-2
Schedule RC—Continued
Dollar Amounts in ThousandsRCONAmount
Liabilities - continued
20.Other liabilities (from Schedule RC-G)
21.Total liabilities (sum of items 13 through 20)29302,123,00020.
22.Not applicable294835,290,00021.
Equity Capital
Bank Equity Capital
23.Perpetual preferred stock and related surplus3838023.
24.Common stock32302,127,00024.
25.Surplus (exclude all surplus related to preferred stock)3839938,00025.
26.a. Retained earnings36326,270,00026.a.
b. Accumulated other comprehensive income (1)
B530(5,000)26.b.
c. Other equity capital components (2)
A130026.c.
27.a. Total bank equity capital (sum of items 23 through 26.c)32109,330,00027.a.
b. Noncontrolling (minority) interests in consolidated subsidiaries3000027.b.
28.Total equity capital (sum of items 27.a and 27.b)G1059,330,00028.
29.Total liabilities and equity capital (sum of items 21 and 28)330044,620,00029.
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 ofRCONNumber
any date during 2020
6724NAM.1.
1a=An integrated audit of the reporting institution’s financial2b=An audit of the reporting institution's parent holding company's
statements and its internal control over financial reportingconsolidated financial statements only conducted in
conducted in accordance with the standards of the Americanaccordance with the auditing standards of the AICPA or the
Institute of Certified Public Accountants (AICPA) or PublicPCAOB by an independent public accountant that submits a
Company Accounting Oversight Board (PCAOB) by an indepen-report on the consolidated holding company (but not on the
dent public accountant that submits a report on the institutioninstitution separately)
1b=An audit of the reporting institution's financial statements only3=This number is not to be used
conducted in accordance with the auditing standards of the4=Directors’ examination of the bank conducted in accordance
AICPA or the PCAOB by an independent public accountant thatwith generally accepted auditing standards by a certified public
submits a report on the institutionaccounting firm (may be required by state-chartering authority)
2a=An integrated audit of the reporting institution's parent holding5=Directors’ examination of the bank performed by other external
company's consolidated financial statements and its internalauditors (may be required by state-chartering authority)
control over financial reporting conducted in accordance with the6=Review of the bank’s financial statements by external auditors
standards of the AICPA or the PCAOB by an independent public7=Compilation of the bank’s financial statements by external
accountant that submits a report on the consolidated holdingauditors
company (but not on the institution separately)8=Other audit procedures (excluding tax preparation work)
9=No external audit work
To be reported with the March Report of Condition.RCONNumber
2.Bank's fiscal year-end date (report the date in MMDD format)8678NAM.2.
1. Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments.
2. Includes treasury stock and unearned Employee Stock Ownership Plan shares.
09/2021