Exhibit 25.1
CONFORMED COPY
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMT-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)
HSBC Bank USA, National Association
(Exact name of trustee as specified in its charter)
N/A | 20-1177241 | |
(Jurisdiction of incorporation or organization if not a U.S. national bank) | (I.R.S. Employer Identification No.) |
1800 Tyson’s Boulevard, Ste 50 | ||
McLean, VA | 22102 | |
(Address of principal executive offices) | (Zip Code) |
Thomas Mackay, SVP
HSBC Bank USA, National Association
452 Fifth Avenue
New York, New York 10018-2706
Tel: (212)525-1552
(Name, address and telephone number of agent for service)
Philip Morris International Inc.
(Exact name of obligor as specified in its charter)
Virginia | 13-3435103 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
120 Park Avenue New York, New York | 10017-5577 | |
(Address of principal executive offices) | (Zip Code) |
Debt Securities
(Title of the indenture securities)
General
Item 1.General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to which it is subject.
Comptroller of the Currency, New York, NY.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2.Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Items3-15. Not Applicable
Item 16.List of Exhibits
Exhibit
T1A(1) | (1) | Copy of the Articles of Association of HSBC Bank USA, National Association. | ||
T1A(2) | (1) | Certificate of the Comptroller of the Currency dated July 1, 2004 as to the authority of HSBC Bank USA, National Association to commence business. | ||
T1A(3) | (2) | Certificate of Fiduciary Powers dated August 18, 2004 for HSBC Bank USA, National Association. | ||
T1A(4) | (1) | Copy of the existingBy-Laws of HSBC Bank USA, National Association. | ||
T1A(5) | Not applicable. | |||
T1A(6) | (2) | Consent of HSBC Bank USA, National Association required by Section 321(b) of the Trust Indenture Act of 1939. | ||
T1A(7) | Copy of the latest report of condition of the trustee (September 30, 2016), published pursuant to law or the requirement of its supervisory or examining authority. | |||
T1A(8) | Not applicable. | |||
T1A(9) | Not applicable. |
(1) | Exhibits previously filed with the Securities and Exchange Commission with RegistrationNo. 333-118523 and incorporated herein by reference thereto. |
(2) | Exhibits previously filed with the Securities and Exchange Commission with RegistrationNo. 333-125197 and incorporated herein by reference thereto. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HSBC Bank USA, National Association, a national 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 New York and State of New York on the 14th day of February, 2017.
HSBC BANK USA, NATIONAL ASSOCIATION | ||
By: | /s/ AnnetteKos-Culkin | |
AnnetteKos-Culkin | ||
Vice President |
Exhibit T1A (7)
Federal Financial Institutions Examination Council
Signature Page Title |
Report at the close of business September 30, 2016 | (20160930) | |||
(RCON 9999) | ||||
This report is required by law: 12 U.S.C. §324 (State member banks); 12 U.S.C. §1817 (State non member banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464 (Savings associations). |
Unless the context indicates otherwise, the term ‘‘bank” in this report form refers to both banks and savings associations.
This report form is to be filed by banks with branches and consolidated subsidiaries in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities.
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NOTE: Each bank’s board of directors and senior management are responsible for establishing and maintaining an effective system of internal control, including controls over the Reports of Condition and Income. The Reports of Condition and Income are to be prepared in accordance with federal regulatory authority instructions. The Reports of Condition and Income must be signed by the Chief Financial Officer (CFO) of the reporting bank (or by the individual performing an equivalent function) and attested to by not less than two directors (trustees) for state non member banks and three directors for state member banks, national banks, and savings associations.
I, the undersigned CFO (or equivalent) of the named bank, attest 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 and correct to the best of my knowledge and belief.
We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct.
/s/ Patrick Burke Director (Trustee) | |||
/s/ Philip Ameen Signature of Chief Financial Officer (or Equivalent)
11/4/16 Date of Signature |
/s/ Mark Zaeske Director (Trustee)
/s/ Rhydian Cox Director (Trustee) | |||
Submission of Reports
Each bank must file its Reports of Condition and Income (Call Report) data by either:
(a) Using computer software to prepare its Call Report and then submitting the report data directly to the FFIEC’s Central Data Repository (CDR), an Internet-based system for datacollection (https://cdr.ffiec.gov/cdr/), or
(b) Completing its Call Report in paper form and arranging with a software vendor or another party to convert the data in to the electronic format that can be processed by the CDR. The software vendor or other party then must electronically submit the bank’s data file to the CDR.
For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at(888) CDR-3111, by fax at (703)774-3946, or bye-mail at CDR.Help@ffiec.gov. | FDIC Certificate Number57890(RSSD 9050)
To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach your bank’s completed signature page (or a photocopy or a computer generated version of this page) to the hard-copy record of the data file submitted to the CDR that your bank must place in its files.
The appearance of your bank’s hard-copy record of the submitted data file need not match exactly the appearance of the FFIEC’s sample report forms, but should show at least the caption of each Call Report item and the reported amount.
HSBC BANK USA, NATIONAL ASSOCIATION Legal Title of Bank (RSSD 9017)
MC LEAN City (RSSD 9130)
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VA | 22102 | |||
State Abbreviation (RSSD 9200) | Zip Code (RSSD 9220) |
The estimated average burden associated with this information collection is 50.4 hours per respondent and is estimated to vary from 20 to 775 hours per response, 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.
HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 11/3/2016 | FFIEC 031 Report Date 9/30/2016 18 |
Schedule RC - Balance Sheet
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.
Dollar amounts in thousands | ||||||||||
1. Cash and balances due from depository institutions (from ScheduleRC-A): | 1 | |||||||||
a. Noninterest-bearing balances and currency and coin1 | RCFD0081 | 903,452 | 1a | |||||||
b. Interest-bearing balances2 | RCFD0071 | 17,086,322 | 1b | |||||||
2. Securities: | 2 | |||||||||
a.Held-to-maturity securities (from ScheduleRC-B, column A) | RCFD1754 | 13,428,735 | 2a | |||||||
b.Available-for-sale securities (from ScheduleRC-B, column D) | RCFD1773 | 40,799,879 | 2b | |||||||
3. Federal funds sold and securities purchased under agreements to resell: | 3 | |||||||||
a. Federal funds sold in domestic offices | RCONB987 | 0 | 3a | |||||||
b. Securities purchased under agreements to resell3 | RCFDB989 | 30,714,377 | 3b | |||||||
4. Loans and lease financing receivables (from ScheduleRC-C): | 4 | |||||||||
a. Loans and leases held for sale | RCFD5369 | 1,592,926 | 4a | |||||||
b. Loans and leases, net of unearned income | RCFDB528 | 73,165,430 | 4b | |||||||
c. LESS: Allowance for loan and lease losses | RCFD3123 | 1,060,133 | 4c | |||||||
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) | RCFDB529 | 72,105,297 | 4d | |||||||
5. Trading assets (from ScheduleRC-D) | RCFD3545 | 19,757,063 | 5 | |||||||
6. Premises and fixed assets (including capitalized leases) | RCFD2145 | 201,948 | 6 | |||||||
7. Other real estate owned (from ScheduleRC-M) | RCFD2150 | 33,564 | 7 | |||||||
8. Investments in unconsolidated subsidiaries and associated companies | RCFD2130 | 43,483 | 8 | |||||||
9. Direct and indirect investments in real estate ventures | RCFD3656 | 1 | 9 | |||||||
10. Intangible assets: | 10 | |||||||||
a. Goodwill | RCFD3163 | 1,611,655 | 10a | |||||||
b. Other intangible assets (from ScheduleRC-M) | RCFD0426 | 130,763 | 10b | |||||||
11. Other assets (from ScheduleRC-F) | RCFD2160 | 5,296,032 | 11 | |||||||
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12. Total assets (sum of items 1 through 11) | RCFD2170 | 203,705,497 | 12 | |||||||
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13. Deposits: | 13 | |||||||||
a. In domestic offices (sum of totals of columns A and C from ScheduleRC-E, part I) | RCON2200 | 134,130,530 | 13a | |||||||
1. Noninterest-bearing4 | RCON6631 | 29,982,997 | 13a1 | |||||||
2. Interest-bearing | RCON6636 | 104,147,533 | 13a2 | |||||||
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from ScheduleRC-E, part II) | RCFN2200 | 14,848,598 | 13b | |||||||
1. Noninterest-bearing | RCFN6631 | 770,420 | 13b1 | |||||||
2. Interest-bearing | RCFN6636 | 14,078,178 | 13b2 | |||||||
14. Federal funds purchased and securities sold under agreements to repurchase: | 14 | |||||||||
a. Federal funds purchased in domestic offices5 | RCONB993 | 0 | 14a | |||||||
b. Securities sold under agreements to repurchase6 | RCFDB995 | 3,985,910 | 14b | |||||||
15. Trading liabilities (from ScheduleRC-D) | RCFD3548 | 7,537,433 | 15 | |||||||
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from ScheduleRC-M) | RCFD3190 | 11,134,538 | 16 | |||||||
17. Not applicable | 17 | |||||||||
18. Not applicable | 18 | |||||||||
19. Subordinated notes and debentures7 | RCFD3200 | 4,650,098 | 19 | |||||||
20. Other liabilities (from Schedule RC-G) | RCFD2930 | 3,205,339 | 20 |
1 | Includes cash items in process of collection and unposted debits |
2 | Includes time certificates of deposit not held for trading |
3 | Includes all securities resale agreements in domestic and foreign offices, regardless of maturity |
4 | Includes noninterest-bearing demand, time, and savings deposits |
5 | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money” |
6 | Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity |
7 | Includes limited-life preferred stock and related surplus |
HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 11/3/2016 | FFIEC 031 Report Date 9/30/2016 19 |
Dollar amounts in thousands | ||||||||||
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21. Total liabilities (sum of items 13 through 20) | RCFD2948 | 179,492,446 | 21 | |||||||
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22. Not applicable | 22 | |||||||||
23. Perpetual preferred stock and related surplus | RCFD3838 | 2,500,000 | 23 | |||||||
24. Common stock | RCFD3230 | 2,002 | 24 | |||||||
25. Surplus (exclude all surplus related to preferred stock) | RCFD3839 | 18,495,274 | 25 | |||||||
26. Not available | 26 | |||||||||
a. Retained earnings | RCFD3632 | 3,295,772 | 26a | |||||||
b. Accumulated other comprehensive income2 | RCFDB530 | -80,170 | 26b | |||||||
c. Other equity capital components3 | RCFDA130 | 0 | 26c | |||||||
27. Not available | 27 | |||||||||
a. Total bank equity capital (sum of items 23 through 26.c) | RCFD3210 | 24,212,878 | 27a | |||||||
b. Noncontrolling (minority) interests in consolidated subsidiaries | RCFD3000 | 173 | 27b | |||||||
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28. Total equity capital (sum of items 27.a and 27.b) | RCFDG105 | 24,213,051 | 28 | |||||||
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29. Total liabilities and equity capital (sum of items 21 and 28) | RCFD3300 | 203,705,497 | 29 | |||||||
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Memoranda | ||||||||||
1. 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 any date during 2015 | RCFD6724 | NR | M1 | |||||||
2. Bank’s fiscalyear-end date | RCON8678 | NR | M2 |