EX-25 7 exhibit25.htm FORM T-1 OF HUNTINGTON BANK, TRUSTEE Exhibit 25


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FORM T‑1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)           |__|
___________________________
THE HUNTINGTON NATIONAL BANK
(Exact name of trustee as specified in its charter)

(State of incorporation
if not a U.S. national bank)
31-0966785
(I.R.S. employer
identification no.)

41 South High Street
Columbus, Ohio
(Address of principal executive offices)


43215
(Zip code)

___________________________
THE ANDERSONS, INC.
(Exact name of obligor as specified in its charter)
Ohio
(State or other jurisdiction of
incorporation or organization)
34-1562374
(I.R.S. employer
identification no.)

480 West Dussel Drive
Maumee, Ohio
(Address of principal executive offices)


43537
(Zip code)
___________________________

____% Five-Year Debentures
____% Ten-Year Debentures
____% Fifteen-Year Debentures
(Title of the indenture securities)




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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
Office of the Comptroller
of the Currency
Central District
Chicago, Illinois 60605
Federal Reserve Bank
Cleveland , Ohio 44114
Federal Deposit Insurance Corporation
Chicago Region
Chicago, Illinois 60505
(b)Whether it is authorized to exercise corporate trust powers.
Yes.
2.
Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16.
List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a‑29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
1.
A copy of the Articles of Association of The Huntington National Bank as now in effect. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-169826)
2.
A copy of the Certificate of Authority of the Trustee to commence business. (see Item 16, Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 033-80090 which is incorporated by reference).
3.
A copy of the authorization of the Trustee to exercise corporate trust powers. (see Item 16, Exhibit 3 to Form T-1 filed in connection with Registration Statement No. 033-80090 which is incorporated by reference).
4.
A copy of the existing by‑laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-169826)
5.
Not applicable
6.
The consent of the trustee required by Section 321(b) of the Act. (see Item 16, Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 033-80090 which is incorporated by reference).
7.
A copy of the latest report of condition of the Trustee published pursuant to law or to the




requirements of its supervising or examining authority.
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Huntington National Bank 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 Columbus and State of Ohio, on the 20th day of June, 2012.
THE HUNTINGTON NATIONAL BANK .
By: /S/ JAMES E. SCHULTZ    
Name: JAMES E. SCHULTZ
Title: VICE PRESIDENT






Report of Condition
Consolidating Domestic and
Foreign Subsidiaries of
The Huntington National Bank

of Columbus in the State of Ohio, at the close of business on March 31, 2012, as filed with the Office of the Comptroller of the Currency.

Charter Number 7745
Comptroller of the Currency Central District

Report of Condition
(in thousands of dollars)
Assets
 
 
 
Cash and balances due from depository institutions:
 
 
 
     Non-interest bearing balances and currency and coin
 
 
$
519,728

     Interest bearing balances
 
 
688,622

Securities:
 
 
 
     Held-to-maturity securities
 
 
621,798

     Available-for-sale securities
 
 
8,572,707

Federal funds sold and securities purchased under agreements to resell:
 
 
 
     Federal funds sold in domestic offices
 
 
52

     Securities purchased under agreements to resell
 
 
—

Loans and lease financing receivables:
 
 
 
     Loans and leases held for sales
 
 
310,383

     Loans and leases net of unearned income
 
40,537,416

 
     Less: Allowance for loan and lease losses
 
(897,201
)
 
     Loans and leases, net of unearned income and allowance
 
 
39,640,215

Trading assets
 
 
293,176

Premises and fixed assets (including capitalized leases)
 
 
569,377

Other real estate owned
 
 
48,141

Direct and indirect investments in real estate ventures
 
 
379,899

Intangible assets:
 
 
 
     Goodwill
 
 
388,920

     Other intangible assets
 
 
343,613

Other assets
 
 
3,208,033

          Total assets
 
 
$
55,584,664

 
 
 
 
Liabilities
 
 
 
Deposits:
 
 
 
     In domestic offices
 
 
$
44,841,327

          Non-interest bearing
 
4,751,092

 
          Interest bearing
 
40,090,235

 
     In foreign offices, Edge and Agreement subsidiaries, and IBF's
 
 
1,242,270

          Interest bearing
 
1,242,270

 
Federal funds purchased and securities sold under agreements to repurchase:
 
 
 
     Federal funds purchased in domestic offices
 
 
3,600

     Securities sold under agreements to repurchase
 
 
1,477,963

Trading liabilities
 
 
229,671

Other borrowed money
 
 
1,173,258

Subordinated notes and debentures
 
 
1,056,526

Other liabilities
 
 
731,119

          Total liabilities
 
 
50,755,734

 
 
 
 
Minority interest in consolidated subsidiaries
 
 
597,534

 
 
 
 
Equity capital
 
 
 
Common stock
 
 
39,999

Surplus
 
 
5,586,098

Retained earnings
 
 
(1,246,985
)
Accumulated other comprehensive income
 
 
(147,716
)
          Total equity capital
 
 
4,231,396

          Total liabilities and equity capital
 
 
$
55,584,664


I, Don Kimble, Executive Vice President of the above-names bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

/s/ Don Kimble
May 6, 2012

We, the undersigned directors, attest to the correctness of this Report of Condition. We declare that this 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.

Directors:
/s/ Stephen D. Steinour
/s/ David P. Lauer
/s/ David L.Porteous