EX-25.1 7 exhibit251.htm STATEMENT OF ELIGIBILITY 2014.05 Exhibit 25.1 T-1


Exhibit 25.1

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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 400
Los Angeles, California
(Address of principal executive offices)
90071
(Zip code)
___________________________
Centene Corporation
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
42-1406317
(I.R.S. employer
identification no.)

7700 Forsyth Boulevard
St. Louis, Missouri
(Address of principal executive offices)


63105
(Zip code)
___________________________
Debt Securities
(Title of the indenture securities)
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7125935_1







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.



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 14th day of May, 2014.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By: /s/ D.G. Donovan    
Name: D. G. Donovan
                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 400, Los Angeles, CA 90071

At the close of business March 31, 2014, 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
 
1,670
 
Interest-bearing balances
 
297
Securities:
 
 
 
Held-to-maturity securities
 
0
 
Available-for-sale securities
 
688,739
Federal funds sold and securities
 
 
 
purchased under agreements to resell:
 
 
 
Federal funds sold
 
135,000
 
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)
 
3,890
Other real estate owned
 
0
Investments in unconsolidated
 
 
 
subsidiaries and associated
 
 
 
companies
 
0
Direct and indirect investments in real estate ventures
 
0
Intangible assets:
 
 
      Goodwill
 
856,313
      Other intangible assets
 
123,966
Other assets
 
122,558
Total assets
 
$1,932,433
 
 
 
 
 
 
7125783_1
 
 



LIABILITIES
 
 
 
 
 
 
Deposits:
 
 
       In domestic offices
 
692
 
Noninterest-bearing
692
 
 
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)
 
0
Not applicable
 
 
Not applicable
 
 
Subordinated notes and debentures
 
0
Other liabilities
 
250,184
Total liabilities
 
250,876
Not applicable
 
 
 
 
 
 
EQUITY CAPITAL
 
 
 
 
 
 
Perpetual preferred stock and related surplus
 
0
Common stock
 
1,000
Surplus (exclude all surplus related to preferred stock)
 
1,122,030
Not available
 
 
   Retained earnings
 
557,284
   Accumulated other comprehensive income
 
1,243
Other equity capital components
 
0
Not available
 
 
    Total bank equity capital
 
1,681,557
    Noncontrolling (minority) interests in consolidated subsidiaries
 
0
Total equity capital
 
1,681,557
Total liabilities and equity capital
 
1,932,433

I, Cherisse Waligura, 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.

Cherisse Waligura     )    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.

Troy Kilpatrick, President     )
Antonio I. Portuondo, Director    )    Directors (Trustees)
William D. Lindelof, Director    )