EX-25 5 s-3asr_exhibit25.htm EXHIBIT 25 Exhibit
Exhibit 25

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
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)

___________________________
Cardinal Health, Inc.
(Exact name of obligor as specified in its charter)
Ohio
(State or other jurisdiction of
incorporation or organization)
31-0958666
(I.R.S. employer
identification no.)
7000 Cardinal Place
Dublin, Ohio
(Address of principal executive offices)

43017
(Zip code)
___________________________
Debt 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. 333-229762).
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.
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 Houston, and State of Texas on the 16th day of August, 2019.




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By: /s/ Julie Hoffman-Ramos    
Name: Julie Hoffman-Ramos
Title: Vice President

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 400 South Hope Street, Suite 500, Los Angeles, CA 90071

At the close of business June 30, 2019, 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
5,028
             Interest-bearing balances
196,605
Securities:
 
             Held-to-maturity securities
0
             Available-for-sale securities
196,169
             Equity securities with readily determinable
               fair values not held for trading
NR
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,
               held for investment
0
             LESS: Allowance for loan and
                lease losses
0
             Loans and leases held for investment,
                net of allowance
0
Trading assets
0
Premises and fixed assets (including
                capitalized leases)
25,391
Other real estate owned
0
Investments in unconsolidated
                subsidiaries and associated
                companies
0
Direct and indirect investments in real estate ventures
0
 
 
Intangible assets
857,436
Other assets
101,896
Total assets
$1,382,525
 
 
LIABILITIES
 



Deposits:
 
       In domestic offices
4,050
             Noninterest-bearing
4,050
             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)
20,252
Not applicable
 
Not applicable
 
Subordinated notes and debentures
0
Other liabilities
223,324
Total liabilities
247,626
Not applicable
 
 
 
EQUITY CAPITAL
 
Perpetual preferred stock and related surplus
0
Common Stock
1,000
Surplus (exclude all surplus related to preferred stock)
323,797
Not available
 
   Retained earnings
809,778
   Accumulated other comprehensive income
324
Other equity capital components
0
Not available
 
  Total bank equity capital
1,134,899
  Noncontrolling (minority) interests in consolidated subsidiaries
0
Total equity capital
1,134,899
Total liabilities and equity capital
1,382,525

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     )
Michael P. Scott, Managing Director    )    Directors (Trustees)
Kevin P. Caffrey, Managing Director    )