EX-25.A 8 a2087960zex-25_a.htm EXHIBIT 25(A)
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Exhibit 25(a)



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)


JPMORGAN CHASE BANK
(Exact name of trustee as specified in its charter)

New York   13-4994650
(State of incorporation if not a national bank)   (I.R.S. employer identification No.)

270 Park Avenue
New York, New York

(Address of principal executive offices)

 

10017
(Zip Code)

William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)


Science Applications International Corporation
(exact name of obligor as specified in its charter)

DE   95-3630868
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification No.)

10260 Campus Point Drive
San Diego, CA

(Address of principal executive offices)

 

92121
(Zip Code)

Science Applications International Corporation 61/4% Notes Due 2012
Science Applications International Corporation 71/8% Notes Due 2032
(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 supervising authority to which it is subject.

      New York State Banking Department, State House, Albany, New York 12110.

      Board of Governors of the Federal Reserve System, Washington, D.C., 20551.

      Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y.

      Federal Deposit Insurance Corporation, Washington, D.C., 20429.

        (b)  Whether it is authorized to exercise corporate trust powers.

      Yes.

Item 2. Affiliations with the Obligor and Guarantors.

        If the obligor or any Guarantor is an affiliate of the trustee, describe each such affiliation.

    None.

Item 16. List of Exhibits

        List below all exhibits filed as a part of this Statement of Eligibility.

        1.    A copy of the Restated Organization Certificate of the Trustee dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.)

        2.    A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

        3.    None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2.

        4.    A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.)

        5.    Not applicable.

        6.    The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

        7.    A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority.

        8.    Not applicable.

        9.    Not applicable.

2



SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, 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 San Francisco and State of California, on the     day of                    ,

    JPMORGAN CHASE BANK

 

 

By

 

/s/  
MITCH GARDNER      
Mitch Gardner
Vice President

3


Exhibit 7 to Form T-1
Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

JPMorgan Chase Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business June 30, 2002, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

 
   
  Dollar Amounts
in Millions

 
ASSETS              
Cash and balances due from depository institutions:              
  Noninterest-bearing balances and currency and coin         $ 20,772  
  Interest-bearing balances           10,535  
Securities:              
Held to maturity securities           419  
Available for sale securities           59,953  
Federal funds sold and securities purchased under agreements to resell              
  Federal funds sold in domestic offices           6,054  
  Securities purchased under agreements to resell           74,680  
Loans and lease financing receivables:              
  Loans and leases held for sale           11,686  
  Loans and leases, net of unearned income   $ 168,109        
  Less: Allowance for loan and lease losses     3,241        
  Loans and leases, net of unearned income and allowance           164,868  
Trading Assets           179,236  
Premises and fixed assets (including capitalized leases)           5,999  
Other real estate owned           60  
Investments in unconsolidated subsidiaries and associated companies           376  
Customers' liability to this bank on acceptances outstanding           273  
Intangible assets              
  Goodwill           2,156  
  Other Intangible assets           5,786  
Other assets           38,554  
         
 
TOTAL ASSETS         $ 581,407  
         
 

LIABILITIES

 

 

 

 

 

 

 
Deposits              
  In domestic offices         $ 158,559  
  Noninterest-bearing   $ 65,503        
  Interest-bearing     93,056        
  In foreign offices, Edge and Agreement subsidiaries and IBF's           129,207  
  Noninterest-bearing   $ 9,645        
  Interest-bearing     119,562        
Federal funds purchased and securities sold under agreements to repurchase:              
  Federal funds purchased in domestic offices           15,942  
  Securities sold under agreements to repurchase           88,781  
Trading liabilities           105,568  
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)           12,583  
Bank's liability on acceptances executed and outstanding           278  
Subordinated notes and debentures           9,249  
Other liabilities           26,053  
TOTAL LIABILITIES           546,220  
Minority Interest in consolidated subsidiaries           100  
EQUITY CAPITAL              
Perpetual preferred stock and related surplus           0  
Common stock           1,785  
Surplus (exclude all surplus related to preferred stock)           16,304  
Retained earnings           17,013  
Accumulated other comprehensive income           (15 )
Other equity capital components           0  
TOTAL EQUITY CAPITAL           33,087  
         
 
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL         $ 581,407  
         
 

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

    JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of Condition 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.

    WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN )
WILLIAM H. GRAY III)



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GENERAL