ViacomCBS Inc. - FORM 8-K - EX-25.1 - FORM T-1 STATEMENT OF ELIGIBILITY

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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)

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: Lynne Malina

Legal Department

60 Wall Street, 37th Floor

New York, New York 10005

(212) 250 – 0677

(Name, address and telephone number of agent for service)

CBS CORPORATION

(Exact name of obligor as specified in its charter)

Delaware

04-2949533

(State or other jurisdiction

of incorporation or organization)

(IRS Employer

Identification No.)

CBS OPERATIONS INC.

(Exact name of obligor as specified in its charter)


Delaware		13-3844753
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

51 West 52nd Street New York, New York		10019
(Address of principal executive offices)		(Zip Code)

Senior Debt Securities

(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.

Yes.

Item 2.

Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

None.

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 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, 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. 333-157637-01.

Exhibit 2 -		Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01.

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. 333-157637-01.

Exhibit 4 -		Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002 business - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-157637-01.


Exhibit 5 -		Not applicable.

Exhibit 6 -		Consent of Bankers Trust Company required by Section 321(b) of the Act. - business - Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 7 -		The latest report of condition of Deutsche Bank Trust Company Americas dated as of December 31, 2009. Copy attached.

Exhibit 8 -		Not Applicable.

Exhibit 9 -		Not Applicable.

SIGNATURE

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 Jersey City, and State of New Jersey, on this 25th day of March, 2010.


DEUTSCHE BANK TRUST COMPANY AMERICAS

By:		/s/ DAVID CONTINO
		DAVID CONTINO
		VICE PRESIDENT

Exhibit 7


DEUTSCHE BANK TRUST COMPANY AMERICAS
Legal Title of Bank		FFIEC 031
JERSEY CITY		Page RC-1
City		13

NJ	07311-3901
State	Zip Code

FDIC Certificate Number: 00623

Consolidated Report of Condition for Insured Commercial

and State-Chartered Savings Banks for December 31, 2009

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			RCFD	Tri \| Bil \| Mil \|Thou
ASSETS
1.	Cash and balances due from depository institutions (from Schedule RC-A):
	a.	Noninterest-bearing balances and currency and coin (1)			0081	401,000	1.a
	b.	Interest-bearing balances (2)			0071	17,995,000	1.b
2.	Securities:
	a.	Held-to-maturity securities (from Schedule RC-B, column A)			1754	0	2.a
	b.	Available-for-sale securities (from Schedule RC-B, column D)			1773	1,073,000	2.b
3.	Federal funds sold and securities purchased under agreements to resell:				RCON
	a.	Federal funds sold in domestic offices			B987	100,000	3.a
					RCFD
	b.	Securities purchased under agreements to resell (3)			B989	2,007,000	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, net of unearned income	B528	12,548,000			4.b
	c.	LESS: Allowance for loan and lease losses	3123	154,000			4.c
	d.	Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)			B529	12,394,000	4.d
5.	Trading assets (from Schedule RC-D)				3545	6,374,000	5
6.	Premises and fixed assets (including capitalized leases)				2145	46,000	6
7.	Other real estate owned (from Schedule RC-M)				2150	17,000	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:
	a.	Goodwill			3163	0	10.a
	b.	Other intangible assets (from Schedule RC-M)			0426	59,000	10.b
11.	Other assets (from Schedule RC-F)				2160	5,426,000	11
12.	Total assets (sum of items 1 through 11)				2170	45,892,000	12

(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.


DEUTSCHE BANK TRUST COMPANY AMERICAS				FFIEC 031
Legal Title of Bank				Page RC-2
FDIC Certificate Number: 00623				14

Schedule RC—Continued


			Dollar Amounts in Thousands				Tril \| Bil \| Mil \| Thou
LIABILITIES
13.	Deposits:					RCON
	a_.	In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)				2200	14,808,000	13.a
		(1)	Noninterest-bearing (1)	6631	9,867,000			13.a.1
		(2)	Interest-bearing	6636	4,941,000			13.a.2
	b.	In foreign offices, Edge and Agreement subsidiaries, and IBFs				RCFN
		(from Schedule RC-E, part II)				2200	9,927,000	13.b
		(1)	Noninterest-bearing	6631	4,466,000			13.b.1
		(2)	Interest-bearing	6636	5,461,000			13.b.2
14.	Federal funds purchased and securities sold under agreements to repurchase:					RCON
	a.	Federal funds purchased in domestic offices (2)				B993	6,531,000	14.a
						RCFD
	b.	Securities sold under agreements to repurchase (3)				B995	0	14.b
15.	Trading liabilities (from Schedule RC-D)					3548	161,000	15
16.	Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)					3190	2,907,000	16
17. and 18. Not applicable
19.	Subordinated notes and debentures (4)					3200	0	19
20.	Other liabilities (from Schedule RC-G)					2930	2,328,000	20
21.	Total liabilities (sum of items 13 through 20)					2948	36,662,000	21
22.	Not applicable

EQUITY CAPITAL
	Bank Equity Capital
23.	Perpetual preferred stock and related surplus					3838	1,500,000	23
24.	Common Stock					3230	2,127,000	24
25.	Surplus (excludes all surplus related to preferred stock)					3839	587,000	25
26.	a.	Retained earnings				3632	4,577,000	26.a
	b.	Accumulated other comprehensive income (5)				B530	35,000	26.b
	c.	Other equity capital components (6)				A130	0	26.c
27.	a.	Total bank equity capital (sum of items 23 through 26.c)				3210	8,826,000	27.a
	b.	Noncontrolling (minority) interests in consolidated subsidiaries				3000	404,000	27.b
28.	Total equity capital (sum of items 27.a and 27.b)					G105	9,230,000	28
29.	Total liabilities and equity capital (sum of items 21 and 28)					3300	45,892,000	29


Memoranda

To be reported with the March Report of Condition.

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	RCFD	Number
date during 2008	6724	N/A	M.1


1	=	Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank

2	=	Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)

3	=	Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm.


4	=	Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)

5	=	Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)

6	=	Review of the bank’s financial statements by external auditors

7	=	Compilation of the bank’s financial statements by external auditors

8	=	Other audit procedures (excluding tax preparation work)

9	=	No external audit work

(1)	Includes total demand deposits and noninterest-bearing time and savings deposits.

(2)	Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”

(3)	Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

(4)	Includes limited-life preferred stock and related surplus.

(5)	Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

(6)	Includes treasury stock and unearned Employee Stock Ownership Plan shares.

To be reported with the March Report of Condition.

2. Bank’s fiscal year-end date