EX-25.1 5 ss1454292_ex2501.htm STATEMENT OF ELIGIBILITY
    
Exhibit 25.1
 
 
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)           |__|
___________________________
 
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
 
(Jurisdiction of incorporation
if not a U.S. national bank)
95-3571558
(I.R.S. employer
identification no.)
   
400 South Hope Street
Suite 500
Los Angeles, California
(Address of principal executive offices)
90071
(Zip code)

 
___________________________
 
CVS Health Corporation
(Exact name of obligor as specified in its charter)
    
Delaware
(State or other jurisdiction of
incorporation or organization)
05-0494040
(I.R.S. employer
identification no.)
   
One CVS Drive
Woonsocket, Rhode Island
(Address of principal executive offices)
02895
(Zip code)
___________________________
 
4.75% Senior Notes due 2022
and 5.00% Senior Notes due 2024
(Title of the indenture securities)
 
 
 
 
 
 
 
    
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
Comptroller of the Currency
United States Department of the Treasury
   
Washington, DC 20219
Federal Reserve Bank
   
San Francisco, CA 94105
 
Federal Deposit Insurance Corporation
   
Washington, DC 20429
  
  
 
(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 Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
  
 
2.
A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
  
 
3.
A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).
   
 
 
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4.
A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).
 
 
6.
The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
 
 
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.
 
 
 
 
 
 
 
 
 
 
 
 
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SIGNATURE
 
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a 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 Chicago, and State of Illinois, on the 19th day of April, 2016.
         
  THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
           
           
  By:  /s/ R. Tarnas  
  Name: R. Tarnas  
  Title: Vice President  
           
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 4 -
 
   
EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 400 South Hope Street, Suite 400, Los Angeles, CA 90071

At the close of business December 31, 2015, published in accordance with Federal regulatory authority instructions.


   
Dollar amounts
in thousands
  
ASSETS
      
       
Cash and balances due from depository institutions:
      
Noninterest-bearing balances
and currency and coin
     6,117  
Interest-bearing balances
     272,045  
Securities:
        
Held-to-maturity securities
     0  
Available-for-sale securities
     679,285  
Federal funds sold and securities
purchased under agreements to resell:
        
Federal funds sold
     0  
Securities purchased under agreements to resell
     0  
Loans and lease financing receivables:
        
Loans and leases held for sale
     0  
Loans and leases,
net of unearned income
     0  
LESS: Allowance for loan and
lease losses
     0  
Loans and leases, net of unearned
income and allowance
     0  
Trading assets
     0  
Premises and fixed assets
(including capitalized leases)
     11,408  
Other real estate owned
     0  
Investments in unconsolidated
subsidiaries and associated
companies
     0  
Direct and indirect investments in real estate ventures
     0  
Intangible assets:
        
Goodwill
     856,313  
Other intangible assets
     77,335  
Other assets
     118,036  
Total assets
   $ 2,020,539  
         
    
 
1
 
    
LIABILITIES
        
         
Deposits:
        
In domestic offices
     505  
Noninterest-bearing
     505  
Interest-bearing
     0  
Not applicable
        
Federal funds purchased and securities
sold under agreements to repurchase:
        
Federal funds purchased
     0  
Securities sold under agreements to repurchase
     0  
Trading liabilities
     0  
Other borrowed money:
        
(includes mortgage indebtedness and obligations under capitalized leases)
     0  
Not applicable
        
Not applicable
        
Subordinated notes and debentures
     0  
Other liabilities
     276,953  
Total liabilities
     277,458  
Not applicable
        
         
EQUITY CAPITAL
        
         
Perpetual preferred stock and related surplus
     0  
Common stock
     1,000  
Surplus (exclude all surplus related to preferred stock)
     1,122,455  
Not available
        
Retained earnings
     620,521  
Accumulated other comprehensive income
     895  
Other equity capital components
     0  
Not available
        
Total bank equity capital
     1,743,081  
Noncontrolling (minority) interests in consolidated subsidiaries
     0  
Total equity capital
     1,743,081  
Total liabilities and equity capital
     2,020,539  


I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Matthew J. McNulty
)
CFO


We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and 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 issued by the appropriate Federal regulatory authority and is true and correct.

Antonio I. Portuondo, President
)
  
William D. Lindelof, Director
)
Directors (Trustees)
Alphonse J. Briand, Director
)
  
 

 
 
 
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