EXHIBIT 25.1
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FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
FedEx Corporation
(Exact name of obligor as specified in its charter)
Delaware 62-1721435
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
942 South Shady Grove Rd
Memphis, Tennessee 38120
(Address of principal executive offices) (Zip code)
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FedEx Corporation New 6 5/8% Notes due 2004
FedEx Corporation New 6 7/8% Notes due 2006
FedEx Corporation New 7 1/4% Notes due 2011
(Title of the indenture securities)
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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.
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Name Address
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Superintendent of Banks of the State of 2 Rector Street
New York New York, N.Y. 10006,
and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(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 Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
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.
33-44051.)
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, 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 Atlanta, and
State of Georgia, on the 24th day of April, 2001.
THE BANK OF NEW YORK
By:/s/ Stefan Victory
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Name: Stefan Victory
Title: Agent
EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, in connection with the proposed issuance of FedEx Corporation Notes, The
Bank of New York hereby consents that reports of examinations by Federal,
State, Territorial or District Authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.
THE BANK OF NEW YORK
By: /s/ Stefan Victory
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Stefan Victory, Agent
EXHIBIT 7 TO FORM T-1
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the Federal Reserve
System, at the close of business December 31, 2000, published 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 Thousands
ASSETS
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Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin............................ $ 3,083,720
Interest-bearing balances.......................... 4,949,333
Securities:
Held-to-maturity securities........................ 740,315
Available-for-sale securities...................... 5,328,981
Federal funds sold and securities
purchased under agreements to resell............... 5,695,708
Loans and lease financing receivables:
Loans and leases,
net of unearned income. . . . . 36,590,456
LESS: Allowance for loan and
lease losses. . . . . . . . . . 598,536
LESS: Allocated transfer
risk reserve. . . . . . . . . . 12,575
Loans and leases, net of unearned
income and allowance and reserve................. 35,979,345
Trading Assets ............................................. 11,912,448
Premises and fixed assets (including
capitalized leases)................................ 763,241
Other real estate owned..................................... 2,925
Investments in unconsolidated
subsidiaries and associated
companies.......................................... 183,836
Customers' liability to this bank
on acceptances outstanding......................... 424,303
Intangible assets........................................... 1,378,477
Other assets................................................ 3,823,797
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Total assets................................................ $74,266,429
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LIABILITIES
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Deposits:
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In domestic offices................................ $28,328,548
Noninterest-bearing . . . . . . . 12,637,384
Interest-bearing. . . . . . . . . 15,691,164
In foreign offices, Edge and
Agreement subsidiaries, and IBFs................. 27,920,690
Noninterest-bearing . . . . . . . 470,130
Interest-bearing. . . . . . . . . 27,450,560
Federal funds purchased and securities
sold under agreements to repurchase ............... 1,437,916
Demand notes issued to the
U.S. Treasury...................................... 100,000
Trading liabilities......................................... 2,049,818
Other borrowed money:
With remaining maturity of one year
or less.......................................... 1,279,125
With remaining maturity of more
than one year through three years................ 0
With remaining maturity of more
than three years................................. 31,080
Bank's liability on acceptances
executed and outstanding......................... 427,110
Subordinated notes and debentures........................... 1,646,000
Other liabilities........................................... 4,604,478
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Total liabilities........................................... 67,824,765
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EQUITY CAPITAL
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Common stock................................................ 1,135,285
Surplus..................................................... 1,008,775
Undivided profits and capital
reserves........................................... 4,308,492
Net unrealized holding gains (losses)
on available-for-sale securities................... 27,768
Cumulative foreign currency
translation adjustments............................ 0
Total equity capital........................................ 6,441,664
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Total liabilities and equity capital........................ $74,266,429
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I, Thomas J. Masiro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Masiro
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 Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi )
Gerald L. Hassell ) Directors
Allen R. Griffith )
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