FEDEX CORP (Form: 8-K, Received: 12/16/2021 16:30:49)

FedEx Corporation

Date: December 16, 2021

/s/ Herbert C. Nappier

Herbert C. Nappier

Executive Vice President – Finance and Treasurer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 13, 2021

FedEx Corporation

(Exact name of registrant as specified in its charter)

Commission File Number 1-15829

Delaware

62-1721435

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)


942 South Shady Grove Road, Memphis, Tennessee		38120
(Address of principal executive offices)		(ZIP Code)

Registrant’s telephone number, including area code: (901) 818-7500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.10 per share	FDX	New York Stock Exchange
0.450% Notes due 2025	FDX 25A	New York Stock Exchange
1.625% Notes due 2027	FDX 27	New York Stock Exchange
0.450% Notes due 2029	FDX 29A	New York Stock Exchange
1.300% Notes due 2031	FDX 31	New York Stock Exchange
0.950% Notes due 2033	FDX 33	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 8. Other Events.

Item 8.01.

Other Events.

On December 13, 2021, FedEx Corporation (“FedEx”) and U.S. Bank National Association (“U.S. Bank”) entered into Succession Agreements (the “Succession Agreements”) with The Bank of New York Mellon Trust Company, N.A. (“BNY Mellon”) and Computershare Trust Company, N.A., as agent for Wells Fargo Bank, National Association (“Wells Fargo”), respectively, and the guarantors named therein. Pursuant to the Succession Agreements, U.S. Bank has replaced BNY Mellon and Wells Fargo, respectively, as trustee under the Indenture dated as of August 8, 2006 by and among FedEx, the guarantors named therein, and BNY Mellon and the Indenture dated as of October 23, 2015 by and among FedEx, the guarantors named therein, and Wells Fargo (collectively, the “Indentures”) with respect to all of FedEx’s debt securities and the related guarantees issued or to be issued under the Indentures.

We are filing this Current Report on Form 8-K for the purpose of incorporating by reference the Succession Agreements and the Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association into the Registration Statement on Form S-3 (Registration No. 333-240157) by which FedEx’s debt securities and the related guarantees issued under the Indentures were registered.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

4.1		Succession Agreement, dated as of December 13, 2021, among FedEx Corporation, the guarantors named therein, The Bank of New York Mellon Trust Company, N.A., and U.S. Bank National Association.

4.2		Succession Agreement, dated as of December 13, 2021, among FedEx Corporation, the guarantors named therein, Computershare Trust Company, N.A., as agent for Wells Fargo Bank, National Association., and U.S. Bank National Association.

25.1		Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of U.S. Bank National Association, as Successor Trustee under the Indentures.

104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit Number		Description

4.1		Succession Agreement, dated as of December 13, 2021, among FedEx Corporation, the guarantors named therein, The Bank of New York Mellon Trust Company, N.A., and U.S. Bank National Association.

4.2		Succession Agreement, dated as of December 13, 2021, among FedEx Corporation, the guarantors named therein, Computershare Trust Company, N.A., as agent for Wells Fargo Bank, National Association., and U.S. Bank National Association.

25.1		Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of U.S. Bank National Association, as Successor Trustee under the Indentures.

104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

Exhibit 4.1

Execution Version

SUCCESSION AGREEMENT

This Succession Agreement (this “Agreement”), dated as of December 13, 2021 (the “Effective Date”) is among FEDEX CORPORATION, a Delaware corporation (the “Company”), FEDERAL EXPRESS CORPORATION, a Delaware corporation, FEDEX GROUND PACKAGE SYSTEM, INC., a Delaware corporation, FEDEX FREIGHT CORPORATION, a Delaware corporation, FEDEX FREIGHT, INC., an Arkansas corporation, FEDEX CORPORATE SERVICES, INC., a Delaware corporation, FEDEX OFFICE AND PRINT SERVICES, INC., a Texas corporation, FEDERAL EXPRESS EUROPE, INC., a Delaware corporation, FEDERAL EXPRESS HOLDINGS S.A., LLC, a Delaware limited liability company, FEDERAL EXPRESS INTERNATIONAL, INC., a Delaware corporation, (collectively, the “Guarantors”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States (the “Existing Trustee”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States (the “Successor Trustee”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Indenture.

RECITALS

WHEREAS, pursuant to that certain Indenture (the “Indenture”) dated as of August 8, 2006, by and among the Company, the guarantors named therein, and the Existing Trustee, the Company issued its 4.900% notes due 2034, 3.900% notes due 2035, 3.875% notes due 2042, 4.10% notes due 2043, 5.100% notes due 2044, 4.100% notes due 2045, and 4.500% notes due 2065 (collectively, the “Notes”), which are guaranteed by the Guarantors, and appointed the Existing Trustee to act as Trustee, Paying Agent, and Security Registrar under the Indenture;

WHEREAS, Section 6.10(c) of the Indenture provides the Company may remove the Trustee with respect to the Securities of any series at any time and appoint a successor trustee;

WHEREAS, pursuant to a Notice of Removal of Trustee and Appointment of Successor Trustee dated November 19, 2021 (the “Removal Notice”), the Company notified the Existing Trustee of (i) the removal of the Existing Trustee as the Trustee, Paying Agent, and Security Registrar under the Indenture and (ii) the appointment of the Successor Trustee as the Trustee, Paying Agent, and Security Registrar under the Indenture;

WHEREAS, the parties hereto desire to confirm the appointment of the Successor Trustee to succeed the Existing Trustee as the Trustee, Paying Agent, and Security Registrar under the Indenture and the other documents executed by the Existing Trustee in connection with or related to the Indenture and the Notes and listed on Schedule A hereto; and

WHEREAS, pursuant to Sections 3.05, 3.11, and 6.11 of the Indenture, the Successor Trustee agrees to accept its appointment and serve as Trustee, Paying Agent, and Security Registrar under the Indenture, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, the Company, the Existing Trustee, and the Successor Trustee, for and in consideration of the covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agree as follows:

ARTICLE ONE

REPLACEMENT OF THE EXISTING TRUSTEE;

APPOINTMENT OF SUCCESSOR TRUSTEE

Section 1.1. The Recitals set forth above are incorporated by reference.

Section 1.2. The Existing Trustee hereby confirms receipt of the Removal Notice and accepts removal as Trustee, Paying Agent, and Security Registrar under the Indenture in accordance with Section 6.10(c) thereof. The Successor Trustee will immediately succeed the Existing Trustee as Trustee under the Indenture on the Effective Date. The Company hereby confirms that any and all conditions precedent to the succession of the Successor Trustee as Trustee under the Indenture have been satisfied and acknowledges the succession of Successor Trustee to the role of Trustee under the Indenture and related documents on the Effective Date. The removal of the Existing Trustee as Paying Agent and Security Registrar under the Indenture, and the appointment of the Successor Trustee in such capacities, shall be effective on the Effective Date.

Section 1.3. The Existing Trustee represents and warrants that (i) the documents listed on Schedule A constitute a true and complete list of all operative documents, including any amendments to such documents in its custody, in effect as of the Effective Date relating to the Notes or the Indenture; (ii) a copy of the Indenture and each of the documents listed on Schedule A, together with all notices delivered by the Existing Trustee to the Company, any guarantor, or the Holders of the Notes generally during the period from January 1, 2021 through the Effective Date, including without limitation, all notices relating to defaults or Events of Default under the Indenture are included in the attached Schedule A; and (iii) a complete copy of the register of Holders, which includes the names, addresses, and contact information of all Holders of Notes, together with the principal amounts of Notes and accrued interest thereon due and owing to such Holder of Notes as of the Effective Date, has been provided to the Successor Trustee.

Section 1.4. Except as expressly provided herein, on and after the Effective Date, the Existing Trustee shall have no further duties or obligations as Trustee under the Indenture or any related documents.

Section 1.5. The Company and the Existing Trustee, as applicable, shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest in and confirm to the Successor Trustee all the rights, powers, trusts, duties, and obligations hereby assigned, transferred, delivered, and confirmed to the Successor Trustee.

Section 1.6. Existing Trustee hereby acknowledges payment or provision for payment in full by the Company of compensation for all services rendered by Existing Trustee in its capacity as Trustee, Paying Agent, and Security Registrar in accordance with the provisions of the Indenture and reimbursement in full by the Company of the expenses, disbursements, and advances incurred or made by Existing Trustee in its capacity as Trustee, Paying Agent, and Security Registrar in accordance with the provisions of the Indenture. Existing Trustee acknowledges that it relinquishes any lien it may have upon all property or funds held or collected by it to secure any amounts due it under the Indenture.

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ARTICLE TWO

ACCEPTANCE OF APPOINTMENT OF THE SUCCESSOR TRUSTEE

Section 2.1. The Successor Trustee hereby represents and warrants to the Existing Trustee and the Company that the Successor Trustee is qualified and eligible under Article 6 of the Indenture and applicable law to act and serve as the Trustee under the Indenture.

Section 2.2. Pursuant to Section 6.11 of the Indenture, the Successor Trustee hereby acknowledges and accepts its appointment as the Trustee, Paying Agent, and Security Registrar under the Indenture in accordance with Section 1.2 above.

Section 2.3. The Existing Trustee hereby: (a) confirms, assigns, transfers, delivers, and conveys to the Successor Trustee, as Trustee, Paying Agent, and Security Registrar under the Indenture, all rights, powers, and duties which the Existing Trustee, in all such capacities, now holds under and by virtue of the Indenture and related documents; provided however, that Section 6.07 survives its removal as Trustee; and (b) agrees to pay over to the Successor Trustee, in its capacity as Trustee, any and all property and moneys held or subsequently received by the Existing Trustee under and by virtue of the Indenture.

Section 2.4. References in the Indenture to “Corporate Trust Office” or other similar terms shall be deemed to refer to the designated corporate trust office of the Successor Trustee, which is presently located at One Federal Street, Boston, MA 02110 or such other address as may be specified, where notices and demands to or upon the Company in respect of the Notes may be served.

ARTICLE THREE

MISCELLANEOUS

Section 3.1. No amendment shall be made to this Agreement without the written consent of all parties hereto which may be provided in counterparts.

Section 3.2. Each person executing this Agreement represents and warrants that such person has the authority to execute this Agreement on behalf of, and to bind, the party on whose behalf such person executes this Agreement. Each person executing this Agreement further represents and warrants that this Agreement has been duly authorized, executed, and delivered on behalf of the parties hereto and constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent transfer, fraudulent conveyance, or other similar laws affecting the enforcement of creditors’ rights generally, an implied covenant of good faith and fair dealing, and by general principles of equity.

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Section 3.3. This Agreement does not constitute a waiver by any of the parties hereto of any obligation or liability which the Existing Trustee may have incurred in connection with serving as Trustee, Paying Agent, and Security Registrar under the Indenture or an assumption by the Successor Trustee of any liability of the Existing Trustee arising out of a breach by the Existing Trustee prior to its resignation of its duties under the Indenture.

Section 3.4. Pursuant to Section 6.10(f) of the Indenture, on or after the Effective Date, the Company shall provide notices of the removal of the Existing Trustee and appointment of the Successor Trustee to Holders of the Notes under the Indenture.

Section 3.5. This Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same Agreement. Delivery of a counterpart by facsimile or e-mail transmission of an Adobe portable document format file (also known as a “.PDF” file) shall be effective as delivery of a manually executed counterpart hereof. This Agreement may be executed by manual, facsimile, or electronic signature, provided that any electronic signature is a true representation of the signer’s actual signature.

Section 3.6. This Agreement, together with the Removal Notices, sets forth the entire agreement of the parties hereto with respect to its contents, and supersedes any and all prior correspondence, emails, or discussions, whether oral or written, with respect to such contents.

Section 3.7. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof.

Section 3.8. All notices, whether faxed or mailed, will be deemed received when sent pursuant to the following instructions:

TO THE EXISTING TRUSTEE:

The Bank of New York Mellon Trust Company, N.A.

Attn: Natalie Santoriello

500 Ross Street, 12^th Floor

Pittsburgh, PA 15262

Telephone: (412) 236-0181

E-mail: natalie.santoriello@bnymellon.com

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TO THE SUCCESSOR TRUSTEE:

U.S. Bank National Association

Global Corporate Trust, Boston

One Federal Street

Boston, MA 02110

EX-MA-FED

Attention: David W. Doucette, Vice President

david.doucette@usbank.com

(617) 603-6534

TO THE COMPANY:

FedEx Corporation

942 S. Shady Grove Road

Memphis, Tennessee 38120

Attention: Treasurer

Telecopy: (901) 818-7248

Telephone: (901) 818-7121

[Signature pages to follow]

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IN WITNESS WHEREOF, the parties have executed this Succession Agreement to be duly executed, all as of the day and year first above written.


FedEx Corporation,
as the Company

By:		/s/ Herbert C. Nappier
		Name: Herbert C. Nappier
		Title: Executive Vice President – Finance and Treasurer

Federal Express Corporation,
as Guarantor

By:		/s/ Elise L. Jordan
		Name: Elise L. Jordan
		Title: Executive Vice President and Chief Financial Officer

FedEx Ground Package System, Inc.,
as Guarantor

By:		/s/ Robert D. Henning
		Name: Robert D. Henning
		Title: Executive Vice President and Chief Financial Officer

FedEx Freight Corporation,
as Guarantor

By:		/s/ Matthew L. Rittenhour
		Name: Matthew L. Rittenhour
		Title: Senior Vice President – Finance and Chief Financial Officer


FedEx Freight, Inc.,
as Guarantor

By:		/s/ Matthew L. Rittenhour
		Name: Matthew L. Rittenhour
		Title: Senior Vice President – Finance and Chief Financial Officer

FedEx Corporate Services, Inc.,
as Guarantor

By:		/s/ Sharon L. Hawkins
		Name: Sharon L. Hawkins
		Title: Senior Vice President and Chief Financial Officer

FedEx Office and Print Services, Inc.,
as Guarantor

By:		/s/ Leslie M. Benners
		Name: Leslie M. Benners
		Title: Senior Vice President and Chief Financial Officer

Federal Express Europe, Inc.,
as Guarantor

By:		/s/ Herbert C. Nappier
Name: Herbert C. Nappier
Title: Treasurer

Federal Express Holdings S.A., LLC,
as Guarantor

By:		/s/ Herbert C. Nappier
		Name: Herbert C. Nappier
		Title: Treasurer


Federal Express International, Inc.,
as Guarantor

By:		/s/ Herbert C. Nappier
		Name: Herbert C. Nappier
		Title: Treasurer

The Bank of New York Mellon Trust Company, N.A.,
as Existing Trustee, Existing Paying Agent, and Existing Security Registrar

By:		/s/ David M. Babich
		Name: David M. Babich
		Title: Vice President

U.S. Bank National Association,
as Successor Trustee, Successor Paying Agent, and Successor Security Registrar

By:		/s/ David W. Doucette
		Name: David W. Doucette
		Title: Vice President

Schedule A

DOCUMENTS TO BE DELIVERED TO SUCCESSOR TRUSTEE

4.900% Senior Notes due 2034

•

Indenture dated as of August 8, 2006, among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee;

•

Supplemental Indenture No. 5 dated as of January 9, 2014, among the Company, the Guarantors and the Trustee;

•

Global Note No. 1 dated as of January 9, 2014 representing $500,000,000 principal amount of the 4.900% notes due January 15, 2034, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of January 9, 2014

3.900% Senior Notes due 2035

•

Indenture dated as of August 8, 2006, among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee

•

Supplemental Indenture No. 6 dated as of January 9, 2015, among the Company, the Guarantors and the Trustee

•

Global Note No. 1 dated as of January 9, 2015 representing $500,000,000 principal amount of the 3.900% notes due February 1, 2035, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of January 9, 2015

3.875% Senior Notes due 2042

•

Indenture dated as of August 8, 2006, among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee;

•

Supplemental Indenture No. 3 dated as of July 27, 2012, among the Company, the Guarantors and the Trustee;

•

Global Note No. 1 dated as of July 27, 2012 representing $500,000,000 principal amount of the 3.875% notes due August 1, 2042, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of July 27, 2012

4.100% Senior Notes due 2043

•

Indenture dated as of August 8, 2006, among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee;

•

Supplemental Indenture No. 4 dated as of April 11, 2013, among the Company, the Guarantors and the Trustee;

•

Global Note No. 1 dated as of April 11, 2013 representing $500,000,000 principal amount of the 4.100% notes due April 15, 2043, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of April 11, 2013

5.100% Senior Notes due 2044

•

Indenture dated as of August 8, 2006, among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee;

•

Supplemental Indenture No. 5 dated as of January 9, 2014, among the Company, the Guarantors and the Trustee;

•

Global Note No. 1 representing $500,000,000 principal amount of the 5.100% notes due January 15, 2044 and Global Note No. 2 representing $250,000,000 principal amount of the 5.100% notes due January 15, 2044, each dated as of January 9, 2014, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of January 9, 2014

4.100% Senior Notes due 2045

•

Indenture dated as of August 8, 2006, among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee;

•

Supplemental Indenture No. 6 dated as of January 9, 2015, among the Company, the Guarantors and the Trustee;

•

Global Note No. 1 representing $500,000,000 principal amount of the 4.100% notes due February 1, 2045 and Global Note No. 2 representing $150,000,000 principal amount of the 4.100% notes due February 1, 2045, each dated as of January 9, 2015, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of January 9, 2015

4.500% Senior Notes due 2065

•

Indenture dated as of August 8, 2006, among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee;

•

Supplemental Indenture No. 6 dated as of January 9, 2015, among the Company, the Guarantors and the Trustee;

•

Global Note No. 1 dated as of January 9, 2015 representing $250,000,000 principal amount of the 4.500% notes due February 1, 2065, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of January 9, 2015

Exhibit 4.2

Execution Version

SUCCESSION AGREEMENT

This Succession Agreement (this “Agreement”), dated as of December 13, 2021 (the “Effective Date”) is among FEDEX CORPORATION, a Delaware corporation (the “Company”), FEDERAL EXPRESS CORPORATION, a Delaware corporation, FEDEX GROUND PACKAGE SYSTEM, INC., a Delaware corporation, FEDEX FREIGHT CORPORATION, a Delaware corporation, FEDEX FREIGHT, INC., an Arkansas corporation, FEDEX CORPORATE SERVICES, INC., a Delaware corporation, FEDEX OFFICE AND PRINT SERVICES, INC., a Texas corporation, FEDERAL EXPRESS EUROPE, INC., a Delaware corporation, FEDERAL EXPRESS HOLDINGS S.A., LLC, a Delaware limited liability company, FEDERAL EXPRESS INTERNATIONAL, INC., a Delaware corporation, (collectively, the “Guarantors”), COMPUTERSHARE TRUST COMPANY, N.A. as agent for WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States (the “Existing Trustee”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States (the “Successor Trustee”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Indenture.

RECITALS

WHEREAS, pursuant to that certain Indenture (the “Indenture”) dated as of October 23, 2015, by and among the Company, the guarantors named therein, and the Existing Trustee, the Company issued its 0.450% notes due 2025, 3.250% notes due 2026, 1.625% notes due 2027, 3.400% notes due 2028, 4.200% notes due 2028, 0.450% notes due 2029, 3.100% notes due 2029, 4.250% notes due 2030, 1.300% notes due 2031, 2.400% notes due 2031, 0.950% notes due 2033, 3.250% notes due 2041, 4.750% notes due 2045, 4.550% notes due 2046, 4.400% notes due 2047, 4.050% notes due 2048, 4.950% notes due 2048, and 5.250% notes due 2050 (collectively, the “Notes”), which are guaranteed by the Guarantors, and appointed the Existing Trustee to act as Trustee, Paying Agent, and Security Registrar under the Indenture;

WHEREAS, Section 6.10(c) of the Indenture provides the Company may remove the Trustee with respect to the Securities of any series at any time and appoint a successor trustee;

ARTICLE ONE

REPLACEMENT OF THE EXISTING TRUSTEE;

APPOINTMENT OF SUCCESSOR TRUSTEE

Section 1.1. The Recitals set forth above are incorporated by reference.

Section 1.3. The Existing Trustee, to the best of its knowledge and to the extent available to it, represents and warrants that (i) the documents listed on Schedule A constitute a true and complete list of all operative documents, including any amendments to such documents in its custody, in effect as of the Effective Date relating to the Notes or the Indenture; (ii) a copy of the Indenture and each of the documents listed on Schedule A, together with all notices delivered by the Existing Trustee to the Company, any guarantor, or the Holders of the Notes generally during the period from January 1, 2021 through the Effective Date, including without limitation, all notices relating to defaults or Events of Default under the Indenture are included in the attached Schedule A; and (iii) a complete copy of the register of Holders, which includes the names and addresses of all Holders of Notes, together with the principal amounts of Notes as of the Effective Date, has been provided to the Successor Trustee.

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ARTICLE TWO

ACCEPTANCE OF APPOINTMENT OF THE SUCCESSOR TRUSTEE

Section 2.4. References in the Indenture to “Corporate Trust Office” or other similar terms shall be deemed to refer to the designated corporate trust office of the Successor Trustee, which is presently located at One Federal Street, Boston, MA 02110, or such other address as may be specified, where notices and demands to or upon the Company in respect of the Notes may be served.

ARTICLE THREE

MISCELLANEOUS

Section 3.1. No amendment shall be made to this Agreement without the written consent of all parties hereto which may be provided in counterparts.

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Section 3.7. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof.

Section 3.8. This Agreement is provided by Computershare Trust Company, N.A., or one or more of its affiliates (collectively, “Computershare”), in its named capacity or as agent of or successor to Wells Fargo Bank, N.A., or one or more of its affiliates (“Wells Fargo”), by virtue of the acquisition by Computershare of substantially all of the assets of the corporate trust services business of Wells Fargo.

Section 3.9. All notices, whether faxed or mailed, will be deemed received when sent pursuant to the following instructions:

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TO THE EXISTING TRUSTEE:

Wells Fargo Bank, National Association

Attn: Raymond Delli Colli

Computershare Corporate Trust c/o Wells Fargo

CTSO Mail Operations

600 S 4th Street, 7th floor

Minneapolis, MN 55415

MAC N9300-070

Telephone: 917-260-1534

E-mail: raymond.dellicolli@wellsfargo.com

TO THE SUCCESSOR TRUSTEE:

U.S. Bank National Association

Global Corporate Trust, Boston

One Federal Street

Boston, MA 02110

EX-MA-FED

Attention: David W. Doucette, Vice President

david.doucette@usbank.com

(617) 603-6534

TO THE COMPANY:

FedEx Corporation

942 S. Shady Grove Road

Memphis, Tennessee 38120

Attention: Treasurer

Telecopy: (901) 818-7248

Telephone: (901) 818-7121

[Signature pages to follow]

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IN WITNESS WHEREOF, the parties have executed this Succession Agreement to be duly executed, all as of the day and year first above written.


FedEx Corporation,
as the Company

By:	/s/ Herbert C. Nappier
	Name:	Herbert C. Nappier
	Title:	Executive Vice President –
		Finance and Treasurer

Federal Express Corporation,
as Guarantor

By:	/s/ Elise L. Jordan
	Name:	Elise L. Jordan
	Title:	Executive Vice President
		and Chief Financial Officer

FedEx Ground Package System, Inc.,
as Guarantor

By:	/s/ Robert D. Henning
	Name:	Robert D. Henning
	Title:	Executive Vice President
		and Chief Financial Officer

FedEx Freight Corporation,
as Guarantor

By:	/s/ Matthew L. Rittenhour
	Name:	Matthew L. Rittenhour
	Title:	Senior Vice President –
		Finance and Chief
		Financial Officer


FedEx Freight, Inc.,
as Guarantor

By:	/s/ Matthew L. Rittenhour
	Name:	Matthew L. Rittenhour
	Title:	Senior Vice President –
		Finance and Chief
		Financial Officer

FedEx Corporate Services, Inc.,
as Guarantor

By:	/s/ Sharon L. Hawkins
	Name:	Sharon L. Hawkins
	Title:	Senior Vice President and
		Chief Financial Officer

FedEx Office and Print Services, Inc.,
as Guarantor

By:	/s/ Leslie M. Benners
	Name:	Leslie M. Benners
	Title:	Senior Vice President and
		Chief Financial Officer

Federal Express Europe, Inc.,
as Guarantor

By:	/s/ Herbert C. Nappier
	Name:	Herbert C. Nappier
	Title:	Treasurer

Federal Express Holdings S.A., LLC,
as Guarantor

By:	/s/ Herbert C. Nappier
	Name:	Herbert C. Nappier
	Title:	Treasurer


Federal Express International, Inc.,
as Guarantor

By:	/s/ Herbert C. Nappier
	Name:	Herbert C. Nappier
	Title:	Treasurer

Computershare Trust Company, N.A.,
as agent for Wells Fargo Bank,
National Association,
as Existing Trustee, Existing Paying
	Agent, and Existing Security
	Registrar

By:	/s/ Jessica Wuornos
	Name:	Jessica Wuornos
	Title:	Vice President

U.S. Bank National Association,
as Successor Trustee, Successor Paying Agent, and Successor Security Registrar

By:	/s/ David Doucette
	Name:	David Doucette
	Title:	Vice President

Schedule A

DOCUMENTS TO BE DELIVERED TO SUCCESSOR TRUSTEE

0.450% Notes due 2025

•

Indenture dated as of October 23, 2015 among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee;

•

Supplemental Indenture No. 10 dated as of August 5, 2019 among the Company, the Guarantors, the Trustee and Elavon Financial Services Limited, UK branch, as paying agent;

•

Global Note No. 1 dated as of August 5, 2019 representing €500,000,000 aggregate principal amount of 0.450% Notes due 8/5/2025, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of August 5, 2019

3.250% Notes due 2026

•

Indenture dated as of October 23, 2015 among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee;

•

Supplemental Indenture No. 2 dated as of March 24, 2016 among the Company, the Guarantors and the Trustee;

•

Global Note No. 1 representing $500,000,000 aggregate principal amount of 3.250% notes due 4/1/2026 and Global Note No. 2 representing $250,000,000 aggregate principal amount of 3.250% notes due 4/1/2026, each dated as of March 24, 2016, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of March 24, 2016

1.625% Notes due 2027

•

Indenture dated as of October 23, 2015 among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee;

•

Supplemental Indenture No. 3 dated as of April 11, 2016, among the Company, the Guarantors, the Trustee and Elavon Financial Services Limited, UK branch, as paying agent;

•

Global Note No. 1 dated as of April 11, 2016 representing €1,250,000,000 aggregate principal amount of 1.625% Notes due 1/11/2027, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of April 11, 2016

3.400% Notes due 2028

•

Indenture dated as of October 23, 2015 among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee;

•

Supplemental Indenture No. 5 dated as of January 31, 2018, among the Company, the Guarantors and the Trustee;

•

Global Note No. 1 dated as of January 31, 2018 representing $500,000,000 aggregate principal amount of 3.400% notes due 2/15/2028, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of January 31, 2018

4.200% Notes due 2028

•

Indenture dated as of October 23, 2015 among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee;

•

Supplemental Indenture No. 6 dated as of October 17, 2018, among the Company, the Guarantors and the Trustee;

•

Global Note No. 1 dated as of October 17, 2018 representing $400,000,000 aggregate principal amount of 4.200% notes due 10/17/2028, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of October 17, 2018

0.450% Notes due 2029

•

Indenture dated as of October 23, 2015 among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee;

•

Supplemental Indenture No. 13 dated as of May 4, 2021, among the Company, the Guarantors, the Trustee and Elavon Financial Services Limited, UK branch, as paying agent;

•

Global Note No. 1 dated as of May 4, 2021 representing €600,000,000 aggregate principal amount of 0.450% Notes due 5/4/2029; together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of May 4, 2021

3.100% Notes due 2029

•

Indenture dated as of October 23, 2015 among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee;

•

Supplemental Indenture No. 9 dated as of July 24, 2019, among the Company, the Guarantors and the Trustee;

•

Global Note No. 1 representing $500,000,000 aggregate principal amount of 3.100% notes due 8/5/2029 and Global Note No. 2 dated as of July 24, 2019 representing $500,000,000 aggregate principal amount of 3.100% notes due 8/5/2029, each dated as of July 24, 2019, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of July 24, 2019

4.250% Notes due 2030

•

Indenture dated as of October 23, 2015 among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee;

•

Supplemental Indenture No. 11 dated as of April 7, 2020, among the Company, the Guarantors and the Trustee;

•

Global Note No. 1 representing $500,000,000 aggregate principal amount of 4.250% notes due 5/15/2030 and Global Note No. 2 representing $250,000,000 aggregate principal amount of 4.250% notes due 5/15/2030, each dated as of April 7, 2020, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of April 7, 2020

1.300% Notes due 2031

•

Indenture dated as of October 23, 2015 among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee;

•

Supplemental Indenture No. 10 dated as of August 5, 2019, among the Company, the Guarantors, the Trustee and Elavon Financial Services Limited, UK branch, as paying agent;

•

Global Note No. 1 dated as of August 5, 2019 representing €500,000,000 aggregate principal amount of 1.300% Notes due 8/5/2031, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of August 5, 2019

2.400% Notes due 2031

•

Indenture dated as of October 23, 2015 among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee;

•

Supplemental Indenture No. 12 dated as of April 29, 2021 among the Company, the Guarantors and the Trustee;

•

Global Note No. 1 representing $500,000,000 aggregate principal amount of 2.400% notes due 5/15/2031 and Global Note No. 2 representing $500,000,000 aggregate principal amount of 2.400% notes due 5/15/2031, each dated as of April 29, 2021, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of April 29, 2021

0.950% Notes due 2033

•

Indenture dated as of October 23, 2015 among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee;

•

Supplemental Indenture No. 13 dated as of May 4, 2021, among the Company, the Guarantors, the Trustee and Elavon Financial Services Limited, UK branch, as paying agent;

•

Global Note No. 1 dated as of May 4, 2021 representing €650,000,000 aggregate principal amount of 0.950% Notes due 5/4/2033, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of May 4, 2021

3.250% Notes due 2041

•

Indenture dated as of October 23, 2015 among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee;

•

Supplemental Indenture No. 12 dated as of April 29, 2021, among the Company, the Guarantors and the Trustee;

•

Global Note No. 1 representing $500,000,000 aggregate principal amount of 3.250% notes due 5/15/2041 and Global Note No. 2 representing $250,000,000 aggregate principal amount of 3.250% notes due 5/15/2041, each dated as of April 29, 2021, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of April 29, 2021

4.750% Notes due 2045

•

Indenture dated as of October 23, 2015 among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee;

•

Supplemental Indenture No. 1 dated as of October 23, 2015, among the Company, the Guarantors and the Trustee;

•

Global Note No. 1 representing $500,000,000 principal amount of 4.750 notes due 11/15/2045, Global Note No. 2 representing $500,000,000 principal amount of 4.750 notes due 11/15/2045 and Global Note No. 3 representing $250,000,000 principal amount of 4.750 notes due 11/15/2045, each dated as of October 23, 2015, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of October 23, 2015

4.550% Notes due 2046

•

Indenture dated as of October 23, 2015 among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee;

•

Supplemental Indenture No. 2 dated as of March 24, 2016, among the Company, the Guarantors and the Trustee;

•

Global Note No. 1 dated as of March 24, 2016 representing $500,000,000 aggregate principal amount of 4.550% notes due 4/1/2046, Global Note No. 2 representing $500,000,000 principal amount of 4.550% notes due 4/1/2046 and Global Note No. 3 representing $250,000,000 principal amount of 4.550% notes due 4/1/2046, each dated as of March 24, 2016, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of March 24, 2016

4.400% Notes due 2047

•

Indenture dated as of October 23, 2015 among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee;

•

Supplemental Indenture No. 4 dated as of January 6, 2017, among the Company, the Guarantors and the Trustee;

•

Global Note No. 1 representing $500,000,000 aggregate principal amount of 4.400% notes due 1/15/2047 and Global Note No. 2 representing $250,000,000 aggregate principal amount of 4.400% notes due 1/15/2047, dated as of January 6, 2017, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of January 6, 2017

4.050% Notes due 2048

•

Indenture dated as of October 23, 2015 among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee;

•

Supplemental Indenture No. 5 dated as of January 31, 2018, among the Company, the Guarantors and the Trustee;

•

Global Note No. 1 representing $500,000,000 aggregate principal amount of 4.050% notes due 2/15/2048 and Global Note No. 2 representing $500,000,000 aggregate principal amount of 4.050% notes due 2/15/2048, each dated as of January 31, 2018, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of January 31, 2018

4.950% Notes due 2048

•

Indenture dated as of October 23, 2015 among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee;

•

Supplemental Indenture No. 6 dated as of October 17, 2018, among the Company, the Guarantors and the Trustee;

•

Global Note No. 1 representing $500,000,000 aggregate principal amount of 4.950% notes due 10/17/2048 and Global Note No. 2 representing $350,000,000 aggregate principal amount of 4.950% notes due 10/17/2048, dated as of October 17, 2018, together with any other Global Notes issued under the Indenture from time to time; and;

•

Guarantees of each Guarantor dated as of October 17, 2018

5.250% Notes due 2050

•

Indenture dated as of October 23, 2015 among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee;

•

Supplemental Indenture No. 11 dated as of April 7, 2020, among the Company, the Guarantors and the Trustee;

•

Global Note No. 1 representing $500,000,000 aggregate principal amount of 5.250% notes due 5/15/2050, Global Note No. 2 representing $500,000,000 aggregate principal amount of 5.250% notes due 5/15/2050 and Global Note No. 3 representing $250,000,000 aggregate principal amount of 5.250% notes due 5/15/2050, each dated as of April 7, 2020, together with any other Global Notes issued under the Indenture from time to time; and

•

Guarantees of each Guarantor dated as of April 7, 2020

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)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall

Minneapolis, Minnesota

55402

(Address of principal executive offices)

(Zip Code)

David W. Doucette

U.S. Bank National Association

One Federal Street

Boston, MA 02110

(617) 603-6534

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

FedEx Corporation

(Issuer with respect to the Securities)

Delaware

62-1721435

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

942 South Shady Grove Road

Memphis, Tennessee

38120

(Address of Principal Executive Offices)

(Zip Code)

Debt Securities

(Title of the Indenture Securities)

TABLE OF ADDITIONAL REGISTRANT GUARANTORS OF DEBT SECURITIES


Exact Name of Registrant Guarantor	State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification Number	Address of Registrant Guarantor’s Principal Executive Offices

Federal Express Corporation	Delaware	71-0427007	3610 Hacks Cross Road Memphis, TN 38125

FedEx Ground Package System, Inc.	Delaware	34-1441019	1000 FedEx Drive Moon Township, PA 15108

FedEx Freight Corporation	Delaware	62-1835899	8285 Tournament Drive Memphis, TN 38125

FedEx Freight, Inc.	Arkansas	71-0562003	8285 Tournament Drive Memphis, TN 38125

FedEx Corporate Services, Inc.	Delaware	62-1808017	942 South Shady Grove Road Memphis, TN 38120

FedEx Office and Print Services, Inc.	Texas	77-0433330	7900 Legacy Drive Plano, TX 75024

Federal Express Europe, Inc.	Delaware	62-1441419	3610 Hacks Cross Road Memphis, TN 38125

Federal Express Holdings S.A., LLC	Delaware	62-1361344	3610 Hacks Cross Road Memphis, TN 38125

Federal Express International, Inc.	Delaware	58-1689315	3610 Hacks Cross Road Memphis, TN 38125

FORM T-1

Item 1.

GENERAL INFORMATION. Furnish the following information as to the Trustee.

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.

AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15

Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item

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

A copy of the Articles of Association of the Trustee.*

A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

A copy of the existing bylaws of the Trustee.**

A copy of each Indenture referred to in Item 4. Not applicable.

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

Report of Condition of the Trustee as of September 30, 2021 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to 305(b)(2), Registration Number 333-229783

filed on June 21, 2021.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK 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 Boston, State of Massachusetts on the 13th of December, 2021.


By:		/s/ David W. Doucette
		David W. Doucette
		Vice President

Exhibit 2



		Office of the Comptroller of the Currency
				Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, Michael J. Hsu, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

IN TESTIMONY WHEREOF, today, July 23, 2021, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia

LOGO

2021-00903-C

Exhibit 3



		Office of the Comptroller of the Currency
				Washington, DC 20219

CERTIFICATE OF FIDUCIARY POWERS

I, Michael J. Hsu, Acting Comptroller of the Currency, do hereby certify that:

1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.

LOGO

2021-00903-C

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 9/30/2021

($000’s)


	9/30/2021
Assets
Cash and Balances Due From	$	63,715,510
Depository Institutions
Securities		148,000,109
Federal Funds		22,403
Loans & Lease Financing Receivables		298,005,995
Fixed Assets		6,031,305
Intangible Assets		13,529,305
Other Assets		27,506,020

Total Assets	$	556,810,647
Liabilities
Deposits	$	449,625,649
Fed Funds		2,016,875
Treasury Demand Notes		0
Trading Liabilities		1,136,642
Other Borrowed Money		33,001,952
Acceptances		0
Subordinated Notes and Debentures		3,600,000
Other Liabilities		14,733,477

Total Liabilities	$	504,114,595
Equity
Common and Preferred Stock		18,200
Surplus		14,266,915
Undivided Profits		37,606,027
Minority Interest in Subsidiaries		804,910

Total Equity Capital	$	52,696,052
Total Liabilities and Equity Capital	$	556,810,647