Exhibit 25.1
___________________________
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 MELLON TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)


(State 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)
___________________________

The Bank of New York Mellon Trust Company, N.A.
200 Ashford Center North, Suite 550
Atlanta, Georgia 30338
Attn:  Corporate Trust Administration
(770) 698-5184

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

United Parcel Service, Inc.
(Exact name of obligor as specified in its charter)
(see table of additional obligor guarantors)
Delaware
(State or other jurisdiction of
incorporation or organization)
58-2480149
(I.R.S. employer
identification no.)

55 Glenlake Parkway, N.E.
Atlanta, Georgia
(Address of principal executive offices)


30328 
(Zip code)
___________________________

Debt Securities
(Title of Indenture Securities)




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, D.C. 20219
Federal Reserve Bank
 
San Francisco, California 94105

Federal Deposit Insurance Corporation
 
Washington, D.C. 20429

(b)
Whether it is authorized to exercise corporate trust powers.
Yes.
2.
Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
3-15    Not Applicable
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 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. 333-152875).
5.
Not applicable.
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.

- 2 -


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 Los Angeles, and State of California, on the 15th day of November, 2013.

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.

By:
/s/ Melonee Young            
Name: Melonee Young
Title: Vice President



- 3 -


        

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 September 30, 2013, published in accordance with Federal regulatory authority instructions.
 
 
 
 
 
 
 
 
 
 
 
ASSETS
 
 
Dollar amounts
in thousands
 
 
 
Cash and balances due from depository institutions:
 
 
 
 
Noninterest-bearing balances and currency and coin
 
 
$
1,319

 
Interest-bearing balances
 
 
241

 
Securities:
 
 
 
 
Held-to-maturity securities
 
 
—

 
Available-for-sale securities
 
 
725,987

 
Federal funds sold and securities purchased under agreements to resell:
 
 
 
 
Federal funds sold
 
 
83,000

 
Securities purchased under agreements to resell
 
 
—

 
Loans and lease financing receivables:
 
 
 
 
Loans and leases held for sale
 
 
—

 
Loans and leases, net of unearned income
 
 
—

 
LESS: Allowance for loan and lease losses
 
 
—

 
Loans and leases, net of unearned income and allowance
 
 
—

 
Trading assets
 
 
—

 
Premises and fixed assets (including capitalized leases)
 
 
4,612

 
Other real estate owned
 
 
—

 
Investments in unconsolidated subsidiaries and associated companies
 
 
—

 
Direct and indirect investments in real estate ventures
 
 
—

 
Intangible assets:
 
 
 
 
Goodwill
 
 
856,313

 
Other intangible assets
 
 
137,762

 
Other assets
 
 
126,539

 
 
 
 
 
 
Total assets
 
 
$
1,935,773

 
 
 
 
 
 







 
 
 
 
 
LIABILITIES
 
 
Dollar amounts
in thousands
 
 
 
Deposits:
 
 
 
 
In domestic offices
 
 
$
651

 
Noninterest-bearing
 
 
651

 
Interest-bearing
 
 
—

 
Not applicable
 
 
 
 
Federal funds purchased and securities sold under agreements to repurchase:
 
 
 
 
Federal funds purchased
 
 
—

 
Securities sold under agreements to repurchase
 
 
—

 
Trading liabilities
 
 
—

 
Other borrowed money:
 
 
 
 
(includes mortgage indebtedness and obligations under capitalized leases)
 
 
—

 
Not applicable
 
 
 
 
Not applicable
 
 
 
 
Subordinated notes and debentures
 
 
—

 
Other liabilities
 
 
242,219

 
Total liabilities
 
 
$
242,870

 
Not applicable
 
 
 
 
 
 
EQUITY CAPITAL
 
 
 
 
 
 
Perpetual preferred stock and related surplus
 
 
$
—

 
Common stock
 
 
1,000

 
Surplus (exclude all surplus related to preferred stock)
 
 
1,121,790

 
Not available
 
 
 
 
Retained earnings
 
 
567,244

 
Accumulated other comprehensive income
 
 
2,869

 
Other equity capital components
 
 
—

 
Not available
 
 
 
 
Total bank equity capital
 
 
1,692,903

 
Noncontrolling (minority) interests in consolidated subsidiaries
 
 
—

 
Total equity capital
 
 
$
1,692,903

 
 
 
 
 
 
Total liabilities and equity capital
 
 
$
1,935,773

 
 
 
 
 
 





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          )
Frank P. Sulzberger, Director     )             Directors (Trustees)
William D. Lindelof, Director    )