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Exhibit 25.1

 

 

 

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)

 


 

U.S. BANK TRUST NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

 

41-1973763

I.R.S. Employer Identification No.

 

300 East Delaware Avenue, 8th Floor

Wilmington, Delaware

 

19809

(Address of principal executive offices)

 

(Zip Code)

 

Gagendra Hiralal

U.S. Bank Trust National Association

100 Wall Street, Suite 1600

New York, NY 10005

Telephone (212) 361-3834

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

 

The Estée Lauder Companies Inc.

(Exact name of obligor as specified in its charter)

 

Delaware

 

11-2408943

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

767 Fifth Avenue

New York, NY

 

10153

(Address of Principal Executive Offices)

 

(Zip Code)

 


 

Debt Securities

(Title of the Indenture Securities)

 

 

 



 

FORM T-1

 

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.

Comptroller of the Currency

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

 

Items 3-15             The Trustee is a Trustee under other Indentures under which securities issued by the obligor are outstanding.  There is not and there has not been a default with respect to the securities outstanding under other such Indentures.

 

Item 16.

LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

 

 

 

Exhibit 1.

A copy of the Articles of Association of the Trustee now in effect, incorporated herein by reference to Exhibit 1 of Form T-1, Document 6 of Registration No. 333-84320.

 

 

 

 

Exhibit 2.

A copy of the certificate of authority of the Trustee to commence business, incorporated herein by reference to Exhibit 2 of Form T-1, Document 6 of Registration No. 333-84320.

 

 

 

 

Exhibit 3.

A copy of the certificate of authority of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 of Form T-1, Document 6 of Registration No. 333-84320.

 

 

 

 

Exhibit 4.

A copy of the existing bylaws of the Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of Form T-1, Document 6 of Registration No. 333-113995.

 

 

 

 

Exhibit 5.

Not applicable.

 

 

 

 

Exhibit 6.

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1, Document 6 of Registration No. 333-84320.

 

 

 

 

Exhibit 7.

Report of Condition of the Trustee as of March 31, 2012, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

 



 

Exhibit 8.        Not applicable.

 

Exhibit 9.        Not applicable.

 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, State of New York on the 31st day of July, 2012.

 

 

U.S. BANK TRUST NATIONAL ASSOCIATION

 

 

 

 

By:

/s/ Gagendra Hiralal

 

Name:

Gagendra Hiralal

 

Title:

Assistant Vice President

 



 

Exhibit 7

 

U.S. Bank Trust National Association

Statement of Financial Condition

As of March 31, 2012

($000’s)

 

ASSETS

 

 

 

1. Cash and balances due from depository institutions (from Schedule RC-A):

 

 

 

a. Noninterest-bearing balances and currency and coin (1)

 

10,768

 

b. Interest-bearing balances (2)

 

527,195

 

2. Securities:

 

 

 

a. Held-to-maturity securities (from Schedule RC-B, column A)

 

0

 

b. Available-for-sale securities (from Schedule RC-B, column D)

 

0

 

3. Federal funds sold and securities purchased under agreements to resell:

 

 

 

a. Federal funds sold

 

0

 

b. Securities purchased under agreements to resell (3)

 

0

 

4. Loans and lease financing receivables (from Schedule RC-C):

 

 

 

a. Loans and leases held for sale

 

0

 

b. Loans and leases, net of unearned income

0

 

 

 

c. LESS: Allowance for loan and lease losses

0

 

 

 

d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)

 

0

 

5. Trading assets (from Schedule RC-D)

 

0

 

6. Premises and fixed assets (including capitalized leases)

 

245

 

7. Other real estate owned (from Schedule RC-M)

 

0

 

8. Investments in unconsolidated subsidiaries and associated companies

 

0

 

9. Direct and indirect investments in real estate ventures

 

0

 

10. Intangible assets:

 

 

 

a. Goodwill

 

16,000

 

b. Other intangible assets (from Schedule RC-M)

 

2,628

 

11. Other assets (from Schedule RC-F)

 

22,459

 

12. Total assets (sum of items 1 through 11)

 

579,295

 

 


(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, regardless of maturity.

 

 

 

 

LIABILITIES

 

 

 

13. Deposits:

 

 

 

a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)

 

0

 

(1) Noninterest-bearing (1)

0

 

 

 

(2) Interest-bearing

0

 

 

 

b. Not applicable

 

 

 

14. Federal funds purchased and securities sold under agreements to repurchase:

 

 

 

a. Federal funds purchased (2)

 

0

 

b. Securities sold under agreements to repurchase (3)

 

0

 

15. Trading liabilities (from Schedule RC-D)

 

0

 

16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)

 

0

 

17. and 18. Not applicable

 

 

 

19. Subordinated notes and debentures (4)

 

0

 

20. Other liabilities (from Schedule RC-G)

 

17,872

 

21. Total liabilities (sum of items 13 through 20)

 

17,872

 

22. Not applicable

 

 

 

 

 

 

 

EQUITY CAPITAL

 

 

 

Bank Equity Captal

 

 

 

23. Perpetual preferred stock and related surplus

 

0

 

24. Common stock

 

1,000

 

25. Surplus (excludes all surplus related to preferred stock)

 

466,570

 

26. a. Retained earnings

 

93,853

 

b. Accumulated other comprehensive income (5)

 

0

 

c. Other equity capital components (6)

 

0

 

27. a. Total bank equity capital (sum of items 23 through 26.c)

 

561,423

 

b. Noncontrolling (minority) interests in consolidated subsidiaries

 

0

 

28. Total equity capital (sum of items 27.a and 27.b)

 

561,423

 

29. Total liabilities and equity capital (sum of items 21 and 28)

 

579,295