Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
| ☐ | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
| NEW YORK | 13-5160382 | |
| (Jurisdiction of incorporation of organization if not a U.S. national bank) |
(I.R.S. Employer Identification Number) |
| 240 GREENWICH STREET, NEW YORK, NY 10286, | 10286 | |
| United States of America (Address of principal executive offices) |
(Zip Code) |
American Honda Motor Co., Inc.
1919 Torrance Blvd
Torrance, CA 90501
United States
1-310-783-2265
(Name, address and telephone number of agent for service)
HONDA GIKEN KOGYO KABUSHIKI KAISHA
(Exact name of obligor as specified in its charter)
| JAPAN | NOT APPLICABLE | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
| NO.2-3, TORANOMON 2-CHOME, MINATO-KU, TOKYO 105-8404 JAPAN |
105-8404 | |
| (Address of principal executive offices) | (Zip Code) |
SENIOR 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. |
Superintendent of Banks of the State of New York
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York
33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation
550 17th Street NW, Washington, D.C. 20429
New York Clearing House Association
100 Broad Street, New York, N.Y. 10004
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes
| Item 2. | Affiliations with the obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None
| Item 16. | List of exhibits. |
List below all exhibits filed as a part of this statement of eligibility.
| 1. | Exhibit 7 to Form T-1. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, The Bank of New York Mellon, a banking 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 Singapore, on the 20th day of June, 2025.
| The Bank of New York Mellon (Trustee) | ||
| By: | /s/ CHARLOTTE RIVIERE | |
| Name: | Charlotte Riviere | |
| Title: | Vice President | |
Exhibit 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of 240 Greenwich Street, New York, NY 10286, United States of America
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2025, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
| Dollar amounts in thousands | ||||
| ASSETS |
||||
| Cash and balances due from depository institutions: |
||||
| Noninterest-bearing balances and currency and coin |
3,927,000 | |||
| Interest-bearing balances |
110,444,000 | |||
| Securities: |
||||
| Held-to-maturity securities |
48,493,000 | |||
| Available-for-sale debt securities |
96,644,000 | |||
| Equity securities with readily determinable fair values not held for trading |
0 | |||
| Federal funds sold and securities purchased under agreements to resell: |
||||
| Federal funds sold in domestic offices |
0 | |||
| Securities purchased under agreements to resell |
23,768,000 | |||
| Loans and lease financing receivables: |
||||
| Loans and leases held for sale |
0 | |||
| Loans and leases held for investment |
35,999,000 | |||
| LESS: Allowance for credit losses on loans and leases |
272,000 | |||
| Loans and leases held for investment, net of allowance |
35,727,000 | |||
| Trading assets |
6,238,000 | |||
| Premises and fixed assets (including right-of-use assets) |
2,907,000 | |||
| Other real estate owned |
0 | |||
| Investments in unconsolidated subsidiaries and associated companies |
1,986,000 | |||
| Direct and indirect investments in real estate ventures |
0 | |||
| Intangible assets |
7,338,000 | |||
| Other assets |
18,790,000 | |||
|
|
|
|||
| Total assets |
356,262,000 | |||
|
|
|
|||
| LIABILITIES |
||||
| Deposits: |
||||
| In domestic offices |
202,806,000 | |||
| Noninterest-bearing |
54,490,000 | |||
| Interest-bearing |
148,316,000 | |||
| In foreign offices, Edge and Agreement subsidiaries, and IBFs |
107,974,000 | |||
| Noninterest-bearing |
3,891,000 | |||
| Interest-bearing |
104,083,000 | |||
| Federal funds purchased and securities sold under agreements to repurchase: |
||||
| Federal funds purchased in domestic offices. |
0 | |||
| Securities sold under agreements to repurchase |
2,958,000 | |||
| Trading liabilities |
1,927,000 | |||
| Other borrowed money: (includes mortgage indebtedness) |
3,881,000 | |||
| Not applicable |
||||
| Not applicable |
||||
| Subordinated notes and debentures |
0 | |||
| Other liabilities |
7,044,000 | |||
|
|
|
|||
| Total liabilities |
326,590,000 | |||
|
|
|
|||
| Dollar amounts in thousands | ||||
| EQUITY CAPITAL |
||||
| Perpetual preferred stock and related surplus |
0 | |||
| Common stock |
1,135,000 | |||
| Surplus (exclude all surplus related to preferred stock) |
12,669,000 | |||
| Retained earnings |
18,503,000 | |||
| Accumulated other comprehensive income |
-2,635,000 | |||
| Other equity capital components |
0 | |||
| Total bank equity capital |
29,672,000 | |||
| Noncontrolling (minority) interests in consolidated subsidiaries |
0 | |||
| Total equity capital |
29,672,000 | |||
|
|
|
|||
| Total liabilities and equity capital |
356,262,000 | |||
|
|
|
|||
I, Dermot McDonogh, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Dermot McDonogh
Chief Financial Officer
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it 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.
| Robin A. Vince Jeffrey A. Goldstein Joseph J. Echevarria |
|
Directors |