Document

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)

_____________________________

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

60 Wall Street, 36th Floor

New York, New York 10005

(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 Netherlands						98-0646235
(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)

_____________________________

(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.

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 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.

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

Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only—FFIEC 041

Report at the close of business September 30, 2021

20210930

(RCON 9999)

This report is required by law: 12 U.S.C. § 324 (State member

This 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. §161

and 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 this

that 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 are

schedules) for this report date have been prepared in confor-

responsible for establishing and maintaining an effective system of

mance with the instructions issued by the appropriate Federal

internal control, including controls over the Reports of Condition and

regulatory authority and are true and correct to the best of my

Income. The Reports of Condition and Income are to be prepared in

knowledge and belief.

accordance with federal regulatory authority instructions. The Reports

of Condition and Income must be signed by the Chief Financial

We, the undersigned directors (trustees), attest to the correctness

Officer (CFO) of the reporting bank (or by the individual performing an

of the Reports of Condition and Income (including the supporting

equivalent function) and attested to by not less than two directors

schedules) for this report date and declare that the Reports of

(trustees) for state nonmember banks and three directors for state

Condition 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, attest

authority 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 Signature

Director (Trustee)

Submission of Reports

Each bank must file its Reports of Condition and Income (Call

To 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 then

ated version of this page) to the hard-copy record of the data file

submitting the report data directly to the FFIEC’s Central Data

submitted 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/), or

The appearance of your bank’s hard-copy record of the submitted

(b)

Completing its Call Report in paper form and arranging with a

data file need not match exactly the appearance of the FFIEC’s

software vendor or another party to convert the data into the

sample report forms, but should show at least the caption of each

electronic format that can be processed by the CDR. The

Call 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, by

New York

fax at (703) 774-3946, or by e-mail at cdr.help@cdr.ffiec.gov.

City (RSSD9130)

FDIC Certificate Number

623

10019

(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.

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 Thousands		RCON	Amount
Assets
1.	Cash and balances due from depository institutions (from Schedule RC-A):
	a. Noninterest-bearing balances and currency and coin (1)			0081	33,000	1.a.
	b. Interest-bearing balances (2)			0071	23,252,000	1.b.
2.	Securities:
	a. Held-to-maturity securities (from Schedule RC-B, column A) (3)			JJ34	0	2.a.
	b. Available-for-sale debt securities (from Schedule RC-B, column D)			1773	777,000	2.b.
	c. Equity securities with readily determinable fair values not held for trading (4)			JA22	6,000	2.c.
3.	Federal funds sold and securities purchased under agreements to resell:
	a. Federal funds sold			B987	0	3.a.
	b. Securities purchased under agreements to resell (5) (6)			B989	5,916,000	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 held for investment	B528	12,932,000			4.b.
	c. LESS: Allowance for loan and lease losses	3123	13,000			4.c.
	d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c) (7)			B529	12,919,000	4.d.
5.	Trading assets (from Schedule RC-D)			3545	0	5.
6.	Premises and fixed assets (including capitalized leases)			2145	0	6.
7.	Other real estate owned (from Schedule RC-M)			2150	0	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 (from Schedule RC-M)			2143	18,000	10.
11.	Other assets (from Schedule RC-F) (6)			2160	1,699,000	11.
12.	Total assets (sum of items 1 through 11)			2170	44,620,000	12.

Liabilities
13.	Deposits:
	a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)			2200	32,743,000	13.a.
	(1) Noninterest-bearing (8)	6631	16,053,000			13.a. (1)
	(2) Interest-bearing	6636	16,690,000			13.a. (2)
	b. not applicable
14.	Federal funds purchased and securities sold under agreements to repurchase:
	a. Federal funds purchased (9)			B993	0	14.a.
	b. Securities sold under agreements to repurchase (10)			B995	0	14.b.
15.	Trading liabilities (from Schedule RC-D)			3548	0	15.
16.	Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M)			3190	424,000	16.
17.	and 18. Not applicable
19.	Subordinated notes and debentures (11)			3200	0	19.

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.

FFIEC 041

Page 18 of 87

RC-2

Schedule RC—Continued

Dollar Amounts in Thousands

RCON

Amount

Liabilities - continued

20.

Other liabilities (from Schedule RC-G)

21.

Total liabilities (sum of items 13 through 20)

2930

2,123,000

20.

22.

Not applicable

2948

35,290,000

21.

Equity Capital

Bank Equity Capital

23.

Perpetual preferred stock and related surplus

3838

23.

24.

Common stock

3230

2,127,000

24.

25.

Surplus (exclude all surplus related to preferred stock)

3839

938,000

25.

26.

a. Retained earnings

3632

6,270,000

26.a.

b. Accumulated other comprehensive income (1)

B530

(5,000)

26.b.

c. Other equity capital components (2)

A130

26.c.

27.

a. Total bank equity capital (sum of items 23 through 26.c)

3210

9,330,000

27.a.

b. Noncontrolling (minority) interests in consolidated subsidiaries

3000

27.b.

28.

Total equity capital (sum of items 27.a and 27.b)

G105

9,330,000

28.

29.

Total liabilities and equity capital (sum of items 21 and 28)

3300

44,620,000

29.

Memoranda

To be reported with the March Report of Condition.

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 of

RCON

Number

any date during 2020

6724

M.1.

1a=

An integrated audit of the reporting institution’s financial

2b=

An audit of the reporting institution's parent holding company's

statements and its internal control over financial reporting

consolidated financial statements only conducted in

conducted in accordance with the standards of the American

accordance with the auditing standards of the AICPA or the

Institute of Certified Public Accountants (AICPA) or Public

PCAOB 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 institution

institution separately)

1b=

An audit of the reporting institution's financial statements only

This number is not to be used

conducted in accordance with the auditing standards of the

Directors’ examination of the bank conducted in accordance

AICPA or the PCAOB by an independent public accountant that

with generally accepted auditing standards by a certified public

submits a report on the institution

accounting firm (may be required by state-chartering authority)

2a=

An integrated audit of the reporting institution's parent holding

Directors’ examination of the bank performed by other external

company's consolidated financial statements and its internal

auditors (may be required by state-chartering authority)

control over financial reporting conducted in accordance with the

Review of the bank’s financial statements by external auditors

standards of the AICPA or the PCAOB by an independent public

Compilation of the bank’s financial statements by external

accountant that submits a report on the consolidated holding

auditors

company (but not on the institution separately)

Other audit procedures (excluding tax preparation work)

No external audit work

To be reported with the March Report of Condition.

RCON

Number

Bank's fiscal year-end date (report the date in MMDD format)

8678

M.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.