Exhibit 25
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
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
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)
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)
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
| 95-3571558 | ||
|
(Jurisdiction of
incorporation if not a U.S. national bank) |
(I.R.S. employer identification no.) |
|
|
700 South Flower Street
Suite 500 |
||
|
Los Angeles, California
(Address of principal executive offices) |
90017 (Zip code) |
JOHNSON &
JOHNSON
(Exact name of obligor as
specified in its charter)
|
New Jersey
|
22-1024240 | |
|
(State or other jurisdiction
of incorporation or organization) |
(I.R.S. employer identification no.) |
|
|
One Johnson & Johnson Plaza New Brunswick, New Jersey (Address of principal executive offices) |
08933 (Zip code) |
Debt Securities
(Title of the indenture securities)
(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).
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.
2
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 10th day of February, 2011.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
| By: |
/s/ M.
Callahan
|
Name: M. Callahan
| Title: | Vice President |
3
EXHIBIT 7
Consolidated
Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
At the close of business December 31, 2010, 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
|
2,000 | |||
|
Interest-bearing balances
|
151 | |||
|
Securities:
|
||||
|
Held-to-maturity
securities
|
7 | |||
|
Available-for-sale
securities
|
754,025 | |||
|
Federal funds sold and securities purchased under agreements to
resell:
|
||||
|
Federal funds sold
|
70,300 | |||
|
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)
|
9,168 | |||
|
Other real estate owned
|
0 | |||
|
Investments in unconsolidated subsidiaries and associated
companies
|
1 | |||
|
Direct and indirect investments in real estate ventures
|
0 | |||
|
Intangible assets:
|
||||
|
Goodwill
|
856,313 | |||
|
Other intangible assets
|
216,233 | |||
|
Other assets
|
159,872 | |||
|
Total assets
|
$ | 2,068,070 | ||
| LIABILITIES | ||||
|
Deposits:
|
||||
|
In domestic offices
|
500 | |||
|
Noninterest-bearing
|
500 | |||
|
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)
|
268,691 | |||
|
Not applicable
|
||||
|
Not applicable
|
||||
|
Subordinated notes and debentures
|
0 | |||
|
Other liabilities
|
235,783 | |||
|
Total liabilities
|
504,974 | |||
|
Not applicable
|
||||
| EQUITY CAPITAL | ||||
|
Perpetual preferred stock and related surplus
|
0 | |||
|
Common stock
|
1,000 | |||
|
Surplus (exclude all surplus related to preferred stock)
|
1,121,520 | |||
|
Not available
|
||||
|
Retained earnings
|
438,997 | |||
|
Accumulated other comprehensive income
|
1,579 | |||
|
Other equity capital components
|
0 | |||
|
Not available
|
||||
|
Total bank equity capital
|
1,563,096 | |||
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
0 | |||
|
Total equity capital
|
1,563,096 | |||
|
Total liabilities and equity capital
|
2,068,070 | |||
I, Karen Bayz, Managing Director 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.
Karen
Bayz ) Managing
Director
1
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.
|
Timothy Vara, President
|
) | |||
|
Frank P. Sulzberger, MD
|
) | Directors (Trustees) | ||
|
William D. Lindelof, MD
|
) |
2