þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 62-1721435 | |
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification No.) | |
942 South Shady Grove Road, Memphis, Tennessee | 38120 | |
(Address of Principal Executive Offices) | (ZIP Code) |
Title of each class | Name of each exchange on which registered | |
Common Stock, par value $0.10 per share | New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
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PART I | ||||||||
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PART II | ||||||||
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PART III | ||||||||
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PART IV | ||||||||
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FINANCIAL SECTION | ||||||||
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EXHIBITS | ||||||||
E-1 | ||||||||
Exhibit 10.3 | ||||||||
Exhibit 10.22 | ||||||||
Exhibit 10.48 | ||||||||
Exhibit 10.50 | ||||||||
Exhibit 21 | ||||||||
Exhibit 23 | ||||||||
Exhibit 24 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT | ||||||||
EX-101 DEFINITION LINKBASE DOCUMENT |
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FedEx Express
: Federal Express Corporation (FedEx Express) is the worlds largest
express transportation company, offering time-certain delivery within one to three business
days and serving markets that comprise more than 90% of the worlds gross domestic product.
The FedEx Express segment also includes FedEx Trade Networks, Inc., which provides
international trade services, specializing in customs brokerage and global ocean and air
freight forwarding, and FedEx SupplyChain Systems, Inc., which offers a range of supply chain
solutions.
FedEx Ground
: FedEx Ground Package System, Inc. (FedEx Ground) is a leading provider of
small-package ground delivery service. FedEx Ground provides low-cost, day-certain service to
every business address in the United States and Canada, as well as residential delivery to
nearly 100% of U.S. residences through its FedEx Home Delivery service. The FedEx Ground
segment also includes FedEx SmartPost, Inc., which specializes in the consolidation and
delivery of high volumes of low-weight, less time-sensitive business-to-consumer packages
using the U.S. Postal Service or Canada Post Corporation for final delivery to any residential
address or PO Box in the United States and Canada.
FedEx Freight:
FedEx Freight Corporation is a leading U.S. provider of less-than-truckload
(LTL) freight services through its FedEx Freight business (fast-transit LTL freight
services) and its FedEx National LTL business (economical LTL freight services). The FedEx
Freight segment also includes FedEx Freight Canada, which offers freight delivery service
throughout Canada, and FedEx Custom Critical, Inc., North Americas largest time-specific,
critical shipment carrier.
FedEx Services:
FedEx Corporate Services, Inc. (FedEx Services) provides our other
companies with sales, marketing and information technology support, as well as customer
service support through FedEx Customer Information Services, Inc. The FedEx Services segment
also includes FedEx Office and Print Services, Inc. (FedEx Office), which provides an array
of printing and business services and retail access to FedEx Express and FedEx Ground
services.
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Increase in High-Tech and High-Value-Added Businesses:
High-tech and high-value-added
goods have increased as a percentage of total economic output, and our various operating
companies offer a unique menu of services to fit virtually all shipping needs of high-tech and
high-value-added industries.
Globalization:
As the worlds economy has become more fully integrated, companies are
sourcing and selling globally. With customers in more than 220 countries and territories, we
facilitate this supply chain through our global reach, delivery services and information
capabilities.
Supply Chain Acceleration:
As the economy has become increasingly global, it has also
become more fast-paced, and companies of all sizes now depend on the delivery of just-in-time
inventory to help them compete. We have taken advantage of the move toward faster, more
efficient supply chains by helping customers obtain near real-time information to manage
inventory in motion, thereby reducing overhead and obsolescence and speeding time-to-market.
Growth of E-Commerce:
E-commerce acts as a catalyst for the other three trends and is a
vital growth engine for businesses, as the Internet is increasingly being used to purchase
goods and services. Through our global transportation and technology networks, we contribute
to and benefit from the growth of e-commerce.
Enhanced FedEx Express overnight services between Asia and Europe, with the introduction of
a new next-business-day service connecting mainland China, Hong Kong and Singapore with France
and Germany, and expanded FedEx International Economy and FedEx International Economy Freight
services to more parts of the world.
Initiated an aggressive plan to expand the global freight forwarding presence of FedEx
Trade Networks by opening additional facilities (over two dozen new freight forwarding
offices have already been opened) and establishing new alliances throughout the world.
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Introduced FedEx SmartPost Returns Services, which provides a convenient way for consumers
to return merchandise back to retailers using the U.S. Postal Service for package pickup.
Began offering U.S. domestic FedEx Express and FedEx Ground shipping services at all U.S.
OfficeMax retail locations (over 900 locations). These additional staffed drop-off locations
complement our existing retail network, including our FedEx Office centers, and further expand
customer access to our services.
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In 2009, we began operations at our new Asia-Pacific hub at the Guangzhou Baiyun
International Airport in Southern China. The new hub assumed and expanded the activities of
our previous hub in Subic Bay, Philippines. The new hub better serves our global customers
doing business in and with the China and Asia-Pacific markets.
In 2007, we initiated time-certain domestic delivery service in mainland China. Our China
domestic network relies on a hub-and-spoke system centered at the Hangzhou Xiaoshan
International Airport, located in East Chinas Zhejiang Province, and an extensive ground
network.
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Total Cost
Percentage of Consolidated
Fiscal Year
(in millions)
Revenues
$
2,342
6.7
%
2,932
8.3
3,396
8.9
2,639
7.5
2,497
7.7
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FedEx Ground has an ongoing nationwide program to provide greater incentives to contractors
who choose to grow their businesses by adding routes.
In New Hampshire and Maryland, because of state-specific legal and regulatory issues, FedEx
Ground has implemented its Independent Service Provider (ISP) model, which requires
pickup-and-delivery contractors based in those states to, among other things: (i) assume
responsibility for the pickup-and-delivery operations of an entire geographic service area
that includes multiple routes, and (ii) negotiate independent agreements with FedEx Ground,
rather than agree to a standard contract. FedEx Ground is transitioning to the ISP model in
Tennessee, Illinois, Massachusetts, Minnesota, Rhode Island and Vermont
during 2011
and, based upon the success of this model, may in the companys
ordinary course transition to it in other states as well.
Because of state-specific legal and regulatory issues, FedEx Ground is requiring its
contractors to (i) be organized as corporations registered and in good standing under
applicable state law, and (ii) treat their personnel who provide services under their
operating agreement with FedEx Ground as their employees. While many contractors already
satisfy these requirements, other contractors will be required to meet these requirements
prior to renewal of their contract, and special incentives are being offered to those who
adopt the change and meet the requirements by the end of February 2011.
As of May 31, 2010, two thirds of all FedEx Ground service areas nationwide were
supported by multiple-route contractors, which comprise approximately 39% of all FedEx Ground
pickup-and-delivery contractors.
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The National Football League (NFL), as its Official Delivery Service Sponsor
FedExField, home of the NFLs Washington Redskins
The #11 Joe Gibbs Racing Toyota Camry driven by Denny Hamlin in the NASCAR Sprint Cup
Series
PGA TOUR and the Champions Tour golf organizations, as the Official Shipping Company
FedExCup, a season-long points competition for PGA TOUR players
Pebble Beach Golf Resorts, as the official shipping company
FedExForum, home of the NBAs Memphis Grizzlies
Vodafone McLaren Mercedes Formula One team
French Open tennis tournament
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Maximum Operational
Revenue Payload
Description
Owned
Leased
Total
(Pounds per Aircraft)
(1)
6
0
6
(2)
178,000
33
26
59
164,200
10
5
15
114,200
0
2
2
(4)
114,200
58
0
58
108,700
35
36
71
85,600
43
6
49
61,900
36
0
36
(5)
45,800
75
2
77
38,200
13
0
13
14,660
26
0
26
10,880
242
0
242
2,500
10
0
10
1,900
587
77
664
(1)
Maximum operational revenue payload is the lesser of the net volume-limited payload and the
net maximum structural payload.
(2)
Includes two aircraft not currently in operation and awaiting completion of modification.
(3)
The MD10-30s and MD10-10s are DC10-30s and DC10-10s, respectively, that have been converted
to an MD10 configuration.
(4)
Not currently in operation and awaiting conversion to MD10 configuration.
(5)
Includes 14 aircraft not currently in operation and awaiting completion of modification.
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The B777s are two-engine, wide-bodied cargo aircraft that have a longer range and larger
capacity than any aircraft we operate.
The MD11s are three-engine, wide-bodied aircraft that have a longer range and larger
capacity than DC10s or MD10s.
The DC10s are three-engine, wide-bodied aircraft that have been specially modified to meet
FedEx Expresss cargo requirements.
The MD10s are three-engine, wide-bodied DC10 aircraft that have received an Advanced Common
Flightdeck (ACF) modification, which includes a conversion to a two-pilot cockpit, as well as
upgrades of electrical and other systems.
The A300s and A310s are two-engine, wide-bodied aircraft that have a longer range and more
capacity than B757s and B727s.
The B757s are two-engine, narrow-bodied aircraft configured for cargo service.
The B727s are three-engine, narrow-bodied aircraft configured for cargo service.
The ATR and Cessna 208 turbo-prop aircraft are leased to independent operators to support
FedEx Express operations in areas where demand does not justify use of a larger aircraft.
B757
B777F
(1)
ATR 72
Total
16
4
8
28
8
5
13
5
5
3
3
3
3
10
10
24
30
8
62
(1)
Our obligation to purchase 15 of these aircraft is
conditioned upon there being no event that causes FedEx
Express or its employees not to be covered by the RLA.
Also, subsequent to May 31, 2010, we entered into an
agreement replacing the previously disclosed non-binding
letter of intent with another party to acquire two
additional B777Fs and expect to take delivery of these
aircraft in 2011. These aircraft are not included in the
table above.
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Sorting
Lease
Square
Capacity
Expiration
Location
Acres
Feet
(per hour)
(1)
Lessor
Year
518
3,450,000
465,000
Memphis-Shelby County Airport Authority
2036
335
2,509,000
212,000
Indianapolis Airport Authority
2028
168
948,000
76,000
Fort Worth Alliance Airport Authority
2021
70
595,000
154,000
Port Authority of New York and New Jersey
2011
75
320,000
54,000
City of Oakland
2031
165
593,000
29,000
Piedmont Triad Airport Authority
2031
51
419,000
52,000
City of Chicago
2028
34
305,000
57,000
City of Los Angeles
Month-to-month/2025
(5)
64
332,000
24,000
Alaska Department of Transportation and Public Facilities
2023
87
861,000
63,000
Aeroports de Paris
2029
155
882,000
61,000
Guangdong Airport Management Corp.
2029
(1)
Documents and packages.
(2)
Handles international express package and freight shipments to and from Asia, Europe and
North America.
(3)
Handles intra-Europe express package and freight shipments, as well as international express
package and freight shipments to and from Europe.
(4)
Handles intra-Asia express package and freight shipments, as well as international express
package and freight shipments to and from Asia.
(5)
Property is held under two separate leases lease for sorting and handling facility (23
acres) is month-to-month, and lease for ramp expansion (11 acres) expires in 2025.
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Name and Office
Age
Positions and Offices Held and Business Experience
Chairman, President and
Chief Executive Officer
65
Chairman, President and Chief Executive Officer
of FedEx since January 1998; Chairman of FedEx
Express since 1975; Chairman, President and Chief
Executive Officer of FedEx Express from April
1983 to January 1998; Chief Executive Officer of
FedEx Express from 1977 to January 1998; and
President of FedEx Express from June 1971 to
February 1975.
President and Chief
Executive Officer,
FedEx Express
56
President and Chief Executive Officer of FedEx
Express since January 2000; Executive Vice
President and Chief Operating Officer of FedEx
Express from January 1998 to January 2000; Senior
Vice President Europe, Middle East and Africa
of FedEx Express from June 1995 to January 1998;
Senior Vice President Europe, Africa and
Mediterranean of FedEx Express from June 1993 to
June 1995; Vice President Canadian Operations
of FedEx Express from February 1987 to March
1993; and several sales and operations managerial
positions at FedEx Express from 1976 to 1987.
Mr. Bronczek serves as a director of
International Paper Company, an uncoated paper
and packaging company.
Executive Vice President
FedEx Information
Services and Chief
Information Officer
51
Executive Vice President FedEx Information
Services and Chief Information Officer of FedEx
since January 2007; Executive Vice President and
Chief Information Officer of FedEx from June 2000
to January 2007; Corporate Vice President and
Chief Technology Officer of FedEx from February
1998 to June 2000; Vice President Corporate
Systems Development of FedEx Express from
September 1993 to February 1998; Managing
Director Systems Development of FedEx Express
from April 1993 to September 1993. Mr. Carter
serves as a director of Saks Incorporated, a
retailer operating luxury, specialty and
traditional department stores, and as a director
of First Horizon National Corporation, a
financial services holding company.
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Name and Office
Age
Positions and Offices Held and Business Experience
Executive Vice President
Market Development and
Corporate Communications
54
Executive Vice President Market Development and
Corporate Communications of FedEx since January
1998; Senior Vice President Marketing, Customer
Service and Corporate Communications of FedEx
Express from June 1994 to January 1998; Senior
Vice President Marketing and Corporate
Communications of FedEx Express from December
1993 to June 1994; Senior Vice President
Worldwide Marketing Catalog Services and
Corporate Communications of FedEx Express from
June 1993 to December 1993; Senior Vice President
Catalog and Remail Services of FedEx Express
from September 1992 to June 1993; Vice President
Marketing of FedEx Express from August 1985 to
September 1992; and various management positions
in sales and marketing and senior sales
specialist of FedEx Express from 1981 to 1985.
Mr. Glenn serves as a director of Pentair, Inc.,
a diversified industrial manufacturing company
operating in water and technical products
business segments, and as a director of Renasant
Corporation, a financial services holding
company.
Executive Vice President
and Chief Financial
Officer
56
Executive Vice President and Chief Financial
Officer of FedEx since January 1998; Executive
Vice President and Chief Financial Officer of
FedEx Express from February 1996 to January 1998;
Senior Vice President and Chief Financial Officer
of FedEx Express from December 1991 to February
1996; Vice President and Treasurer of FedEx
Express from August 1987 to December 1991; and
various management positions in finance and a
senior financial analyst of FedEx Express from
1980 to 1987. Mr. Graf serves as a director of
Mid-America Apartment Communities Inc., a real
estate investment trust that focuses on
acquiring, constructing, developing, owning and
operating apartment communities, and as a
director of NIKE, Inc., a designer and marketer
of athletic footwear, apparel, equipment and
accessories for sports and fitness activities.
President and Chief
Executive Officer,
FedEx Freight Corporation
52
President and Chief Executive Officer of FedEx
Freight Corporation since March 2010; President
of FedEx Freight Corporation from December 2009
to February 2010; Executive Vice President and
Chief Operating Officer U.S. of FedEx Express
from March 2008 to November 2009; Executive Vice
President U.S. Operations and System Support of
FedEx Express from September 2006 to March 2008;
Senior Vice President U.S. Operations of FedEx
Express from August 2004 to September 2006;
Senior Vice President Air-Ground and Freight
Services of FedEx Express from 1999 to August
2004; Vice President National Hub Operations,
Memphis Hub of FedEx Express from 1995 to 1999;
and various operations management positions with
FedEx Express from 1989 to 1995.
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Name and Office
Age
Positions and Offices Held and Business Experience
President and Chief
Executive Officer,
FedEx Ground
57
President and Chief Executive Officer of FedEx
Ground since January 2007; President of FedEx
Ground from September 2006 to January 2007;
Executive Vice President Operations & Systems
Support of FedEx Express from December 1999 to
September 2006; Senior Vice President U.S. of
FedEx Express from January 1997 to November 1999;
Senior Vice President Sales & Customer Service
of FedEx Express from June 1993 to December 1996;
Vice President Regional Operations of FedEx
Express from October 1991 to June 1993; Vice
President Customer Services of FedEx Express
from December 1988 to October 1991; and various
other positions with FedEx Express from 1976 to
1988.
Executive Vice
President, General
Counsel and Secretary
55
Executive Vice President, General Counsel and
Secretary of FedEx since June 2005; Corporate
Vice President Customer and Business
Transactions of FedEx from March 2001 to June
2005; Senior Vice President and General Counsel
of FedEx Services from March 2000 to June 2005;
Staff Vice President Customer and Business
Transactions of FedEx from November 1999 to March
2001; Vice President Customer and Business
Transactions of FedEx Express from 1998 to
November 1999; and various legal positions with
FedEx Express from 1984 to 1998.
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E-1
E-2
E-3
E-4
E-5
E-6
E-7
Sale Prices
High
Low
Dividend
$
70.27
$
49.76
$
0.11
85.43
68.06
0.11
92.59
75.17
0.11
97.75
78.29
0.11
$
93.69
$
71.33
$
0.11
96.65
53.90
0.11
76.94
42.37
0.11
62.16
34.02
0.11
Maximum
Total Number of
Number of
Shares Purchased
Shares That May
as Part of
Yet Be Purchased
Publicly
Under the
Total Number of
Average Price
Announced
Programs
Period
Shares Purchased
Paid per Share
Programs
(in millions)
42,000
$
90.16
42,000
5.708
5.708
5.708
42,000
$
90.16
42,000
All of the shares repurchased during the fourth quarter of 2010 were used to grant restricted
stock awards under our equity compensation program. The repurchases were made under share
repurchase programs that were approved by our Board of Directors and announced in calendar
years 1999, 2001, 2002 and 2004 and through which FedEx was authorized to purchase, in the
open market or in negotiated or block transactions, up to an aggregate of 30 million shares of
its common stock. A total of 5.708 million shares remain authorized for purchase under these
share repurchase programs, which are the only such programs that currently exist. These
programs do not have an expiration date.
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FEDEX CORPORATION
Dated: July 15, 2010
By:
/s/ FREDERICK W. SMITH
Frederick W. Smith
Chairman, President and
Chief Executive Officer
Signature
Capacity
Date
Chairman, President and
Chief Executive Officer
and Director
(Principal Executive Officer)
July 15, 2010
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
July 15, 2010
Corporate Vice President
and Principal Accounting Officer
(Principal Accounting Officer)
July 15, 2010
Director
July 15, 2010
Director
July 15, 2010
Director
July 15, 2010
Director
July 15, 2010
Director
July 15, 2010
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Signature
Capacity
Date
Director
July 15, 2010
Director
July 15, 2010
Director
July 15, 2010
Director
July 15, 2010
Director
July 15, 2010
Director
July 15, 2010
/s/ JOHN L. MERINO
July 15, 2010
Attorney-in-Fact
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46
46
48
52
55
58
59
61
62
63
67
67
69
71
75
76
77
79
81
82
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84
123
124
125
126
127
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Results of Operations includes an overview of our consolidated 2010 results compared to
2009, and 2009 results compared to 2008. This section also includes a discussion of key
actions and events that impacted our results, as well as our outlook for 2011.
The overview is followed by a financial summary and analysis (including a discussion of
both historical operating results and our outlook for 2011) for each of our reportable
transportation segments.
Our financial condition is reviewed through an analysis of key elements of our liquidity,
capital resources and contractual cash obligations, including a discussion of our cash flow
statements and our financial commitments.
We conclude with a discussion of the critical accounting estimates that we believe are
important to understanding certain of the material judgments and assumptions incorporated in
our reported financial results.
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the overall customer demand for our various services;
the volumes of transportation services provided through our networks, primarily measured by
our average daily volume and shipment weight;
the mix of services purchased by our customers;
the prices we obtain for our services, primarily measured by yield (revenue per package or
pound or revenue per hundredweight for LTL freight shipments);
our ability to manage our cost structure (capital expenditures and operating expenses) to
match shifting volume levels; and
the timing and amount of fluctuations in fuel prices and our ability to recover incremental
fuel costs through our fuel surcharges.
Percent Change
2010
2009
(1)
2008
(2)
2010/2009
2009/2008
$
34,734
$
35,497
$
37,953
(2
)
(6
)
1,998
747
2,075
167
(64
)
5.8
%
2.1
%
5.5
%
370
bp
(340
)bp
$
1,184
$
98
$
1,125
NM
(91
)
$
3.76
$
0.31
$
3.60
NM
(91
)
(1)
Operating expenses include charges of $1.2 billion ($1.1 billion, net of tax, or
$3.45 per diluted share), primarily related to impairment charges associated with goodwill and
aircraft (described below).
(2)
Operating expenses include a charge of $891 million ($696 million, net of tax, or
$2.23 per diluted share), predominantly related to impairment charges associated with
intangible assets from the FedEx Office acquisition (described below).
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Revenues
Operating Income
Dollar Change
Percent Change
Dollar Change
Percent Change
2010/
2009/
2010/
2009/
2010/
2009/
2010/
2009/
2009
2008
2009
2008
2009
2008
2009
2008
$
(809
)
$
(2,057
)
(4
)
(8
)
$
333
$
(1,107
)
42
(58
)
392
296
6
4
217
71
27
10
(94
)
(519
)
(2
)
(11
)
(109
)
(373
)
(248
)
(113
)
(207
)
(161
)
(10
)
(8
)
810
81
100
9
(45
)
(15
)
NM
NM
$
(763
)
$
(2,456
)
(2
)
(6
)
$
1,251
$
(1,328
)
167
(64
)
(1)
FedEx Express segment 2009 operating expenses include a charge of $260 million,
primarily related to aircraft-related asset impairments.
(2)
FedEx Freight segment 2009 operating expenses include a charge of $100 million,
primarily related to impairment charges associated with goodwill related to the FedEx National
LTL acquisition.
(3)
FedEx Services segment 2009 operating expenses include a charge of $810 million,
related to impairment charges associated with goodwill related to the FedEx Office
acquisition. FedEx Services segment 2008 operating expenses include a charge of $891 million,
predominantly related to impairment charges associated with intangible assets from the FedEx
Office acquisition. The normal, ongoing net operating costs of the FedEx Services segment are
allocated back to the transportation segments.
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(1)
Package statistics do not include the operations of FedEx SmartPost.
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(1)
Package statistics do not include the operations of FedEx SmartPost.
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Table of Contents
2010
2009
2008
$
14,027
$
13,767
$
14,202
4,728
4,534
4,634
2,359
2,429
2,441
1,958
1,975
1,946
3,106
3,811
4,409
1,715
1,898
2,068
18
1,204
(1)
882
(2)
4,825
5,132
5,296
$
32,736
$
34,750
$
35,878
(1)
Includes a charge of $1.2 billion ($1.1 billion, net of tax, or $3.45 per diluted
share), primarily related to impairment charges associated with goodwill and aircraft
(described above).
(2)
Includes a charge of $891 million ($696 million, net of tax, or $2.23 per diluted
share), predominantly related to impairment charges associated with intangible assets from the
FedEx Office acquisition (described above).
Percent of Revenue
(1)
2010
2009
2008
40.4
%
38.8
%
37.4
%
13.6
12.8
12.2
6.8
6.8
6.4
5.6
5.6
5.1
8.9
10.7
11.6
4.9
5.3
5.5
0.1
3.4
2.3
13.9
14.5
14.0
94.2
97.9
94.5
5.8
%
2.1
%
5.5
%
(1)
Given the fixed-cost structure of our transportation networks, the year-over-year
comparison of our operating expenses as a percentage of revenue has been affected by a number
of factors, including the impact of lower fuel surcharges, weak economic conditions and our
cost-containment activities. Collectively, these factors have distorted the comparability of
certain of our operating expense captions on a relative basis.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
FedEx Express (express transportation)
FedEx Trade Networks (global trade services)
FedEx SupplyChain Systems (logistics services)
FedEx Ground (small-package ground delivery)
FedEx SmartPost (small-parcel consolidator)
FedEx Freight LTL Group:
FedEx Custom Critical (time-critical transportation)
Table of Contents
Table of Contents
Percent Change
2010
2009
2008
2010/2009
2009/2008
$
5,602
$
6,074
$
6,578
(8
)
(8
)
1,640
1,855
2,012
(12
)
(8
)
2,589
2,789
2,995
(7
)
(7
)
9,831
10,718
11,585
(8
)
(7
)
7,087
6,978
7,666
2
(9
)
578
565
663
2
(15
)
17,496
18,261
19,914
(4
)
(8
)
1,980
2,165
2,398
(9
)
(10
)
1,303
1,104
1,243
18
(11
)
251
369
406
(32
)
(9
)
3,534
3,638
4,047
(3
)
(10
)
525
465
460
13
1
21,555
22,364
24,421
(4
)
(8
)
8,402
8,217
8,451
2
(3
)
1,177
1,112
1,208
6
(8
)
1,577
1,613
1,673
(2
)
(4
)
1,016
961
944
6
2
2,651
3,281
3,785
(19
)
(13
)
1,131
1,351
1,512
(16
)
(11
)
260
(3)
NM
NM
1,940
2,103
2,134
(8
)
(1
)
2,534
2,672
2,813
(5
)
(5
)
20,428
21,570
22,520
(5
)
(4
)
$
1,127
$
794
$
1,901
42
(58
)
5.2
%
3.6
%
7.8
%
160
bp
(420
)bp
(1)
International domestic revenues include our international domestic express
operations, primarily in the United Kingdom, Canada, China, India and Mexico.
(2)
Other revenues includes FedEx Trade Networks and, beginning in the second quarter of
2010, FedEx SupplyChain Systems.
(3)
Represents charges associated with aircraft-related asset impairments and other
charges primarily associated with aircraft-related lease and contract termination costs and
employee severance.
Table of Contents
Percent of Revenue
(1)
2010
2009
2008
39.0
%
36.7
%
34.6
%
5.5
5.0
4.9
7.3
7.2
6.9
4.7
4.3
3.9
12.3
14.7
15.5
5.2
6.0
6.2
1.2
(2)
9.0
9.4
8.7
11.8
11.9
11.5
94.8
96.4
92.2
5.2
%
3.6
%
7.8
%
(1)
Given the fixed-cost structure of our transportation networks, the year-over-year
comparison of our operating expenses as a percentage of revenue has been affected by a number
of factors, including the impact of lower fuel surcharges, weak economic conditions and our
cost-containment activities. Collectively, these factors have distorted the comparability of
certain of our operating expense captions on a relative basis.
(2)
Includes a charge of $260 million related to aircraft-related asset impairments and
other charges primarily associated with aircraft-related lease and contract termination costs
and employee severance.
Percent Change
2010
2009
2008
2010/2009
2009/2008
1,157
1,127
1,151
3
(2
)
614
627
677
(2
)
(7
)
867
849
895
2
(5
)
2,638
2,603
2,723
1
(4
)
523
475
517
10
(8
)
318
298
296
7
1
3,479
3,376
3,536
3
(5
)
$
19.00
$
21.21
$
22.40
(10
)
(5
)
10.47
11.65
11.66
(10
)
11.70
12.94
13.12
(10
)
(1
)
14.61
16.21
16.68
(10
)
(3
)
53.10
57.81
58.11
(8
)
(1
)
7.14
7.50
8.80
(5
)
(15
)
19.72
21.30
22.08
(7
)
(4
)
7,141
7,287
8,648
(2
)
(16
)
2,544
1,959
2,220
30
(12
)
1,222
1,475
1,817
(17
)
(19
)
10,907
10,721
12,685
2
(15
)
$
1.09
$
1.17
$
1.09
(7
)
7
2.01
2.22
2.20
(9
)
1
0.81
0.99
0.88
(18
)
13
1.27
1.34
1.25
(5
)
7
(1)
Package and freight statistics include only the operations of FedEx Express.
(2)
International domestic statistics include our international domestic express
operations, primarily in the United Kingdom, Canada, China, India and Mexico.
Table of Contents
2010
2009
2008
1.00
%
%
13.50
%
8.50
34.50
25.00
6.20
17.45
17.06
1.00
12.00
13.50
34.50
25.00
9.47
16.75
16.11
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Table of Contents
Percent Change
2010
2009
2008
2010/2009
2009/2008
$
7,439
$
7,047
$
6,751
6
4
1,158
1,102
1,073
5
3
2,966
2,918
2,878
2
1
244
222
189
10
17
334
337
305
(1
)
10
8
9
14
(11
)
(36
)
166
147
145
13
1
795
710
658
12
8
744
795
753
(6
)
6
6,415
6,240
6,015
3
4
$
1,024
$
807
$
736
27
10
13.8
%
11.5
%
10.9
%
230
bp
60
bp
3,523
3,404
3,365
3
1
1,222
827
618
48
34
$
7.73
$
7.70
$
7.48
3
$
1.56
$
1.81
$
2.09
(14
)
(13
)
2010
2009
2008
15.5
%
15.6
%
15.9
%
39.9
41.4
42.6
3.3
3.1
2.8
4.5
4.8
4.5
0.1
0.1
0.2
2.2
2.1
2.1
10.7
10.1
9.8
10.0
11.3
11.2
86.2
88.5
89.1
13.8
%
11.5
%
10.9
%
Table of Contents
2010
2009
2008
2.75
%
2.25
%
4.50
%
5.50
10.50
7.75
4.23
6.61
5.47
Table of Contents
FedEx Ground has an ongoing nationwide program to provide greater incentives to contractors
who choose to grow their businesses by adding routes.
In New Hampshire and Maryland, because of state-specific legal and regulatory issues, FedEx
Ground has implemented its Independent Service Provider
(ISP) model, which requires
pickup-and-delivery contractors based in those states to, among other things: (i) assume
responsibility for the pickup-and-delivery operations of an entire geographic service area
that includes multiple routes, and (ii) negotiate independent agreements with FedEx Ground,
rather than agree to a standard contract. FedEx Ground is transitioning to the ISP model in
Tennessee, Illinois, Massachusetts, Minnesota, Rhode Island and Vermont
during 2011 and, based upon the success of this model, may
in the companys ordinary course
transition to it in other states as well.
Because of state-specific legal and regulatory issues, FedEx Ground is requiring its
contractors to (i) be organized as corporations registered and in good standing under
applicable state law, and (ii) treat their personnel who provide services under their
operating agreement with FedEx Ground as their employees. While many contractors already
satisfy these requirements, other contractors will be required to meet these requirements
prior to renewal of their contract, and special incentives are being offered to those who
adopt the change and meet the requirements by the end of February 2011.
As of May 31, 2010, two thirds of all FedEx Ground service areas nationwide were
supported by multiple-route contractors, which comprise approximately 39% of all FedEx Ground
pickup-and-delivery contractors.
Table of Contents
Percent Change
2010
2009
(2)
2008
(2)
2010/2009
2009/2008
$
4,321
$
4,415
$
4,934
(2
)
(11
)
2,128
2,247
2,381
(5
)
(6
)
690
540
582
28
(7
)
116
139
119
(17
)
17
198
224
227
(12
)
(1
)
445
520
608
(14
)
(14
)
148
153
175
(3
)
(13
)
18
100
(82
)
NM
351
109
81
222
35
380
427
432
(11
)
(1
)
4,474
4,459
4,605
(3
)
$
(153
)
$
(44
)
$
329
(248
)
(113
)
(3.5
)%
(1.0
)%
6.7
%
(250
)bp
(770
)bp
82.3
74.4
79.7
11
(7
)
1,134
1,126
1,136
1
(1
)
$
17.07
$
19.07
$
19.65
(10
)
(3
)
(1)
Certain functions were transferred from the FedEx Freight segment to FedEx
Services and FCIS effective August 1, 2009 (as described below). For 2010, the costs associated
with these functions, previously a direct charge, were allocated to the FedEx Freight segment
through intercompany allocations.
(2)
Includes Caribbean Transportation Services, which was merged into FedEx Express
effective June 1, 2009.
(3)
Represents impairment charges associated with goodwill related to the
FedEx National LTL acquisition. The charge in 2009 also includes other charges primarily associated with employee
severance.
Table of Contents
Percent of Revenue
(1)
2010
2009
2008
49.2
%
50.9
%
48.3
%
16.0
12.2
11.8
2.7
3.1
2.4
4.6
5.0
4.6
10.3
11.8
12.3
3.4
3.5
3.5
0.4
2.3
8.1
2.5
1.6
8.8
9.7
8.8
103.5
101.0
93.3
(3.5
)%
(1.0
)%
6.7
%
(1)
Given the fixed-cost structure of our transportation networks, the year-over-year comparison of our operating expenses as a percentage of revenue has been affected by a number of factors,
including the impact of lower fuel surcharges, the competitive pricing environment, weak economic conditions and our cost-containment activities. Collectively, these factors have distorted
the comparability of certain of our operating expense captions on a relative basis.
(2)
Represents impairment charges associated with goodwill
related to the FedEx National LTL acquisition. The charge in 2009
also includes other charges primarily associated with employee severance.
(3)
Certain functions were transferred from the FedEx Freight segment to FedEx Services and FCIS effective August 1, 2009 (as described below). For 2010, the costs associated with these
functions, previously a direct charge, were allocated to the FedEx Freight segment through intercompany allocations.
2010
2009
2008
10.80
%
8.30
%
14.50
%
16.10
23.90
23.70
14.00
15.70
17.70
Table of Contents
Table of Contents
2010
2009
2008
$
1,184
$
98
$
1,125
18
1,103
882
2,514
2,554
2,305
(578
)
(1,002
)
(847
)
3,138
2,753
3,465
(2,816
)
(2,459
)
(2,947
)
35
76
50
(2,781
)
(2,383
)
(2,897
)
1,000
(653
)
(501
)
(639
)
(138
)
(137
)
(124
)
99
38
146
(692
)
400
(617
)
(5
)
(17
)
19
$
(340
)
$
753
$
(30
)
Table of Contents
Percent Change
2010
2009
2008
2010/2009
2009/2008
$
1,537
$
925
$
998
66
(7
)
630
742
900
(15
)
(18
)
220
319
404
(31
)
(21
)
289
298
366
(3
)
(19
)
140
175
279
(20
)
(37
)
$
2,816
$
2,459
$
2,947
15
(17
)
1,864
1,348
1,716
38
(21
)
400
636
509
(37
)
25
212
240
266
(12
)
(10
)
340
235
455
45
(48
)
1
NM
$
2,816
$
2,459
$
2,947
15
(17
)
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Table of Contents
Payments Due by Fiscal Year (Undiscounted)
(in millions)
2011
2012
2013
2014
2015
Thereafter
Total
$
1,776
$
1,589
$
1,425
$
1,259
$
1,172
$
6,550
$
13,771
226
165
66
14
12
113
596
144
126
98
97
78
1,737
2,280
500
500
928
849
641
480
493
1,431
4,822
46
1
47
250
300
250
989
1,789
20
8
119
2
1
14
164
$
3,890
$
2,738
$
2,649
$
2,102
$
1,756
$
10,834
$
23,969
(1)
Subsequent to May 31, 2010, we entered into an agreement replacing the previously
disclosed non-binding letter of intent to acquire two additional B777Fs and expect to take delivery
of these aircraft in 2011. These aircraft are not included in the table above.
Table of Contents
Table of Contents
2010
2009
2008
$
308
$
177
$
323
136
237
216
42
57
77
$
486
$
471
$
616
Table of Contents
2010
2009
2008
$
417
$
499
$
518
823
798
720
(955
)
(1,059
)
(985
)
23
(61
)
70
$
308
$
177
$
323
Measurement
Amounts Determined by Measurement Date and
Date
(1)
Discount Rate
Discount Rate
6.37
%
2010 PBO and 2011 expense
7.68
2009 PBO and 2010 expense
7.15
2009 expense
6.96
2008 PBO
6.01
2007 PBO and 2008 expense
(1)
Accounting rules required us to change our measurement date to May 31,
beginning in 2009.
Sensitivity (in millions)
Effect on 2011
Effect on 2010
Pension
Pension
Expense
Expense
$
1.7
$
1.5
Table of Contents
the duration of our pension plan liabilities, which drives the investment strategy we can
employ with our pension plan assets;
the types of investment classes in which we invest our pension plan assets and the expected
compound geometric return we can reasonably expect those investment classes to earn over time;
and
the investment returns we can reasonably expect our investment management program to
achieve in excess of the returns we could expect if investments were made strictly in indexed
funds.
Plan Assets at Measurement Date
2010
2009
Asset Class
Actual
Actual %
Target %
Actual
Actual %
Target %
$
4,569
35
%
33
%
$
4,029
38
%
33
%
1,502
12
12
1,668
16
12
399
3
5
341
3
5
6,470
50
50
6,038
57
50
6,205
47
49
3,456
33
49
380
3
1
1,112
10
1
$
13,055
100
%
100
%
$
10,606
100
%
100
%
Table of Contents
2010
2009
$
14,484
$
11,050
13,295
10,812
$
(1,189
)
$
(238
)
$
(580
)
$
278
(348
)
(318
)
(261
)
(198
)
$
(1,189
)
$
(238
)
$
$
311
(30
)
(31
)
(1,159
)
(518
)
$
(1,189
)
$
(238
)
$
900
$
1,146
$
391
$
351
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
increasing costs, the volatility of costs and funding requirements and other legal mandates
for employee benefits, especially pension and healthcare benefits;
the impact of any international conflicts or terrorist activities on the United States and
global economies in general, the transportation industry or us in particular, and what effects
these events will have on our costs or the demand for our services;
any impacts on our businesses resulting from new domestic or international government laws
and regulation;
changes in foreign currency exchange rates, especially in the euro, Chinese yuan, Canadian
dollar, British pound and Japanese yen, which can affect our sales levels and foreign currency
sales prices;
market acceptance of our new service and growth initiatives;
any liability resulting from and the costs of defending against class-action litigation,
such as wage-and-hour and discrimination and retaliation claims, and any other legal
proceedings;
the impact of technology developments on our operations and on demand for our services, and
our ability to continue to identify and eliminate unnecessary information technology
redundancy and complexity throughout the organization;
adverse weather conditions or natural disasters, such as earthquakes, volcanoes, and
hurricanes, which can disrupt our electrical service, damage our property, disrupt our
operations, increase our fuel costs and adversely affect our shipment levels;
widespread outbreak of an illness or any other communicable disease, or any other public
health crisis; and
availability of financing on terms acceptable to us and our ability to maintain our current
credit ratings, especially given the capital intensity of our operations.
Table of Contents
Table of Contents
CONTROL OVER FINANCIAL REPORTING
Table of Contents
PUBLIC ACCOUNTING FIRM
FedEx Corporation
July 15, 2010
Table of Contents
PUBLIC ACCOUNTING FIRM
FedEx Corporation
July 15, 2010
Table of Contents
May 31,
2010
2009
$
1,952
$
2,292
4,163
3,391
389
367
529
511
251
555
7,284
7,116
11,640
10,118
5,193
4,960
4,218
4,280
3,170
3,078
7,081
6,824
31,302
29,260
16,917
15,843
14,385
13,417
2,200
2,229
311
1,033
1,171
3,233
3,711
$
24,902
$
24,244
Table of Contents
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT SHARE DATA)
Table of Contents
Years ended May 31,
2010
2009
2008
$
34,734
$
35,497
$
37,953
14,027
13,767
14,202
4,728
4,534
4,634
2,359
2,429
2,441
1,958
1,975
1,946
3,106
3,811
4,409
1,715
1,898
2,068
18
1,204
882
4,825
5,132
5,296
32,736
34,750
35,878
1,998
747
2,075
(79
)
(85
)
(98
)
8
26
44
(33
)
(11
)
(5
)
(104
)
(70
)
(59
)
1,894
677
2,016
710
579
891
$
1,184
$
98
$
1,125
$
3.78
$
0.31
$
3.64
$
3.76
$
0.31
$
3.60
Table of Contents
Years ended May 31,
2010
2009
2008
$
1,184
$
98
$
1,125
1,958
1,975
1,946
124
181
134
331
299
124
18
1,103
882
101
99
101
(906
)
762
(447
)
276
(196
)
(237
)
(611
)
(913
)
(273
)
710
(628
)
190
(47
)
(27
)
(80
)
3,138
2,753
3,465
(2,816
)
(2,459
)
(2,947
)
35
76
50
(2,781
)
(2,383
)
(2,897
)
(653
)
(501
)
(639
)
1,000
94
41
108
25
4
38
(138
)
(137
)
(124
)
(20
)
(7
)
(692
)
400
(617
)
(5
)
(17
)
19
(340
)
753
(30
)
2,292
1,539
1,569
$
1,952
$
2,292
$
1,539
Table of Contents
INVESTMENT AND COMPREHENSIVE INCOME
Accumulated
Additional
Other
Common
Paid-in
Retained
Comprehensive
Treasury
Stock
Capital
Earnings
Income (Loss)
Stock
Total
$
31
$
1,689
$
11,970
$
(1,030
)
$
(4
)
$
12,656
1,125
1,125
99
99
506
506
1,730
(93
)
(93
)
233
233
31
1,922
13,002
(425
)
(4
)
14,526
(44
)
369
325
31
1,922
12,958
(56
)
(4
)
14,851
98
98
(112
)
(112
)
(1,205
)
(1,205
)
(1,219
)
(137
)
(137
)
131
131
31
2,053
12,919
(1,373
)
(4
)
13,626
1,184
1,184
(25
)
(25
)
(1,042
)
(1,042
)
117
(3
)
(3
)
(137
)
(137
)
208
208
$
31
$
2,261
$
13,966
$
(2,440
)
$
(7
)
$
13,811
Table of Contents
Table of Contents
Net Book Value at May 31,
Range
2010
2009
15 to 30 years
$
5,897
$
5,139
5 to 18 years
1,049
709
3 to 30 years
1,895
1,928
2 to 10 years
649
782
2 to 15 years
1,095
1,107
2 to 40 years
3,800
3,752
Table of Contents
Table of Contents
Table of Contents
Table of Contents
FedEx Express
FedEx Ground
FedEx Freight
FedEx Services
Segment
Segment
Segment
Segment
Total
$
1,123
$
90
$
802
$
1,542
$
3,557
(25
)
(367
)
(392
)
1,123
90
777
1,175
3,165
(90
)
(810
)
(900
)
(33
)
(3
)
(36
)
1,090
90
687
362
2,229
(18
)
(18
)
(11
)
(11
)
66
(66
)
$
1,145
$
90
$
603
$
362
$
2,200
$
$
$
(133
)
$
(1,177
)
$
(1,310
)
(1)
Primarily currency translation adjustments.
(2)
Transfer of goodwill related to the merger of Caribbean Transportation Services into FedEx Express effective June 1, 2009.
Table of Contents
Table of Contents
May 31, 2010
May 31, 2009
Gross Carrying
Accumulated
Net Book
Gross Carrying
Accumulated
Net Book
Amount
Amortization
Value
Amount
Amortization
Value
$
209
$
(160
)
$
49
$
207
$
(133
)
$
74
195
(175
)
20
205
(161
)
44
$
404
$
(335
)
$
69
$
412
$
(294
)
$
118
May 31,
2010
2009
$
230
$
201
386
143
530
517
$
1,146
$
861
$
675
$
626
347
338
693
674
$
1,715
$
1,638
Table of Contents
May 31,
2010
2009
$
$
500
250
250
300
300
250
250
750
750
239
239
1,789
2,289
141
294
1,930
2,583
262
653
$
1,668
$
1,930
Table of Contents
May 31,
2010
2009
$
15
$
50
165
165
17
17
146
147
343
379
312
300
$
31
$
79
2010
2009
2008
$
2,001
$
2,047
$
1,990
152
181
228
$
2,153
$
2,228
$
2,218
(1)
Contingent rentals are based on equipment usage.
Table of Contents
Operating Leases
Aircraft
Total
Capital
and Related
Facilities
Operating
Leases
Equipment
and Other
Leases
$
20
$
526
$
1,250
$
1,776
8
504
1,085
1,589
119
499
926
1,425
2
473
786
1,259
1
455
717
1,172
14
2,003
4,547
6,550
164
$
4,460
$
9,311
$
13,771
23
$
141
2010
2009
2008
$
101
$
99
$
101
Table of Contents
2010
2009
2008
$
20.47
$
23.66
$
29.88
$
77
$
7
$
126
5.7 years
5.5 years
5 years
32
%
23
%
19
%
3.24
%
3.28
%
4.76
%
0.742
%
0.492
%
0.337
%
Table of Contents
Stock Options
Weighted-
Weighted-
Average
Average
Remaining
Aggregate
Exercise
Contractual
Intrinsic Value
Shares
Price
Term
(in millions)
(1)
17,643,089
$
79.90
5,017,361
60.53
(1,993,967
)
47.08
(428,427
)
101.95
20,238,056
$
78.32
6.0 years
$
259
12,379,940
$
80.06
4.4 years
$
143
7,229,467
$
75.58
8.5 years
$
107
7,302,029
(1)
Only presented for options with market value at May 31, 2010 in excess of the exercise price of the option.
Restricted Stock
Weighted-
Average
Grant Date
Shares
Fair Value
442,741
$
100.40
391,786
57.07
(193,095
)
100.07
(4,136
)
76.58
637,296
$
74.02
Stock Options
Vested during
Fair value
the year
(in millions)
2,694,602
$
64
2,414,815
64
2,296,211
63
Table of Contents
2010
2009
2008
$
1,182
$
97
$
1,123
312
311
309
$
3.78
$
0.31
$
3.64
$
1,182
$
97
$
1,123
312
311
309
2
1
3
314
312
312
$
3.76
$
0.31
$
3.60
11.5
12.6
4.8
2010
2009
2008
$
36
$
(35
)
$
514
54
18
74
207
214
242
297
197
830
408
327
31
15
48
(2
)
(10
)
7
32
413
382
61
$
710
$
579
$
891
Table of Contents
2010
2009
2008
35.0
%
35.0
%
35.0
%
48.0
6.8
2.4
1.9
2.1
0.1
0.7
0.3
37.5
%
85.6
%
44.2
%
2010
2009
Deferred Tax
Deferred Tax
Deferred Tax
Deferred Tax
Assets
Liabilities
Assets
Liabilities
$
377
$
2,157
$
406
$
1,862
783
36
384
143
416
392
490
238
491
222
142
131
(139
)
(137
)
$
2,069
$
2,431
$
1,667
$
2,227
2010
2009
$
529
$
511
(891
)
(1,071
)
$
(362
)
$
(560
)
Table of Contents
2010
2009
2008
$
72
$
88
$
72
3
7
16
14
10
12
(4
)
(30
)
(9
)
(3
)
(3
)
(3
)
$
82
$
72
$
88
Table of Contents
2010
2009
2008
$
308
$
177
$
323
136
237
216
42
57
77
$
486
$
471
$
616
Table of Contents
the duration of our pension plan liabilities, which drives the investment strategy we
can employ with our pension plan assets;
the types of investment classes in which we invest our pension plan assets and the
expected compound geometric return we can reasonably expect those investment classes to
earn over time; and
the investment returns we can reasonably expect our investment management program to
achieve in excess of the returns we could expect if investments were made strictly in
indexed funds.
Table of Contents
Cash and cash equivalents
. These investments include cash equivalents valued using exchange rates provided
by an industry pricing vendor and commingled funds valued using the net asset value. These investments also
include cash.
Domestic and international equities
. These investments are valued at the closing price or last trade
reported on the major market on which the individual securities are traded. In addition, commingled funds are
valued using the net asset value.
Private equity
. The valuation of these investments requires significant judgment due to the absence of
quoted market prices, the inherent lack of liquidity and the long-term nature of such assets. Investments are
valued based upon recommendations of our investment managers incorporating factors such as contributions and
distributions, market transactions, market comparables and performance multiples.
Fixed income
. The fair values of Corporate, U.S. government securities and other fixed income securities
are estimated by using bid evaluation pricing models or quoted prices of securities with similar
characteristics.
Table of Contents
$
341
38
24
(4
)
$
399
Table of Contents
Pension Plans
Postretirement Healthcare Plans
2010
2009
2010
2009
$
14,041
$
10,745
$
11,050
$
11,617
$
433
$
492
309
16
(302
)
(19
)
(83
)
(5
)
417
499
24
31
823
798
30
33
2,607
(1,420
)
102
(94
)
(391
)
(351
)
(45
)
(42
)
(22
)
(17
)
21
21
$
14,484
$
11,050
$
565
$
433
$
10,812
$
11,879
$
$
522
(76
)
1,994
(2,306
)
900
1,146
24
21
(391
)
(351
)
(45
)
(42
)
(20
)
(2
)
21
21
$
13,295
$
10,812
$
$
$
(1,189
)
$
(238
)
$
(565
)
$
(433
)
$
$
311
$
$
(30
)
(31
)
(28
)
(26
)
(1,159
)
(518
)
(537
)
(407
)
$
(1,189
)
$
(238
)
$
(565
)
$
(433
)
$
5,157
$
3,731
$
(134
)
$
(248
)
(1,106
)
(1,220
)
2
2
$
4,051
$
2,511
$
(132
)
$
(246
)
$
284
$
130
$
(5
)
$
(12
)
(113
)
(113
)
$
171
$
17
$
(5
)
$
(12
)
Table of Contents
Fair Value of
ABO
PBO
Plan Assets
Funded Status
$
13,311
$
13,635
$
13,055
$
(580
)
346
348
(348
)
384
501
240
(261
)
$
14,041
$
14,484
$
13,295
$
(1,189
)
$
10,113
$
10,328
$
10,606
$
278
317
318
(318
)
315
404
206
(198
)
$
10,745
$
11,050
$
10,812
$
(238
)
PBO Exceeds the Fair Value
of Plan Assets
2010
2009
$
13,295
$
375
(14,484
)
(923
)
$
(1,189
)
$
(548
)
ABO Exceeds the Fair Value
of Plan Assets
2010
2009
$
(14,014
)
$
(778
)
$
13,263
$
325
(14,441
)
(869
)
$
(1,178
)
$
(544
)
(1)
ABO not used in determination of funded status.
Table of Contents
Pension Plans
Postretirement Healthcare Plans
2010
2009
2008
2010
2009
2008
$
417
$
499
$
518
$
24
$
31
$
35
823
798
720
30
33
31
(955
)
(1,059
)
(985
)
23
(61
)
70
(12
)
(7
)
11
$
308
$
177
$
323
$
42
$
57
$
77
2010
2009
Postretirement Healthcare
Postretirement Healthcare
Pension Plans
Plans
Pension Plans
Plans
Gross
Net of Tax
Gross
Net of Tax
Gross
Net of Tax
Gross
Net of Tax
Amount
Amount
Amount
Amount
Amount
Amount
Amount
Amount
$
1,562
$
986
$
102
$
59
$
1,944
$
1,220
$
(94
)
$
(61
)
2
1
113
99
113
71
(130
)
(114
)
12
12
(49
)
(30
)
7
4
$
1,545
$
971
$
114
$
71
$
2,010
$
1,262
$
(87
)
$
(57
)
Pension Plans
Postretirement Healthcare Plans
2010
2009
2008
2010
2009
2008
6.37
%
7.68
%
6.96
%
6.11
%
7.27
%
6.81
%
7.68
7.15
6.01
7.27
7.13
6.08
4.63
4.42
4.51
4.42
4.49
4.47
8.00
8.50
8.50
(1)
The assumed interest rate used to discount the estimated future benefit payments
that have been accrued to date (the PBO) to their present value.
(2)
Average future salary increases based on age and years of service.
Table of Contents
Postretirement
Pension Plans
Healthcare Plans
$
475
$
28
532
31
596
32
663
33
732
35
4,988
209
FedEx Express (express transportation)
FedEx Trade Networks (global trade services)
FedEx SupplyChain Systems (logistics services)
FedEx Ground (small-package ground delivery)
FedEx SmartPost (small-parcel consolidator)
FedEx Freight LTL Group:
FedEx Freight (fast-transit LTL freight transportation)
FedEx National LTL (economical LTL freight transportation)
FedEx Custom Critical (time-critical transportation)
FedEx Services (sales, marketing and information technology functions)
FedEx Office (document and business services and package acceptance)
FedEx Customer Information Services (FCIS) (customer
service, billings and collections)
Table of Contents
Table of Contents
FedEx
FedEx
FedEx
FedEx
Express
Ground
Freight
Services
Other and
Consolidated
Segment
(1)
Segment
Segment
(2)
Segment
(3)
Eliminations
Total
$
21,555
$
7,439
$
4,321
$
1,770
$
(351
)
$
34,734
22,364
7,047
4,415
1,977
(306
)
35,497
24,421
6,751
4,934
2,138
(291
)
37,953
$
1,016
$
334
$
198
$
408
$
2
$
1,958
961
337
224
451
2
1,975
944
305
227
469
1
1,946
$
1,127
$
1,024
$
(153
)
$
$
$
1,998
794
807
(44
)
(810
)
747
1,901
736
329
(891
)
2,075
$
14,819
$
4,118
$
2,786
$
4,079
$
(900
)
$
24,902
13,483
3,291
3,044
3,240
1,186
24,244
13,416
2,770
3,276
4,651
1,520
25,633
(1)
FedEx Express segment 2009 operating expenses include a charge of $260 million
primarily related to aircraft-related asset impairments.
(2)
FedEx Freight segment 2009 operating expenses include a charge of $100 million
primarily related to impairment of goodwill related to the Watkins Motor Lines (now known as FedEx
National LTL) acquisition.
(3)
FedEx Services segment 2009 operating expenses include a charge of $810
million related to impairment of goodwill related to the Kinkos (now known as FedEx Office)
acquisition. FedEx Services segment 2008 operating expenses include a charge of $891 million
predominantly related to impairment of intangible assets from the Kinkos acquisition. The normal,
ongoing net operating costs of the FedEx Services segment are allocated back to the transportation
segments.
(4)
Segment assets include intercompany receivables.
FedEx
FedEx
FedEx
FedEx
Express
Ground
Freight
Services
Consolidated
Segment
Segment
Segment
Segment
Other
Total
$
1,864
$
400
$
212
$
340
$
$
2,816
1,348
636
240
235
2,459
1,716
509
266
455
1
2,947
Table of Contents
2010
2009
2008
$
5,602
$
6,074
$
6,578
1,640
1,855
2,012
2,589
2,789
2,995
9,831
10,718
11,585
7,087
6,978
7,666
578
565
663
17,496
18,261
19,914
1,980
2,165
2,398
1,303
1,104
1,243
251
369
406
3,534
3,638
4,047
525
465
460
21,555
22,364
24,421
7,439
7,047
6,751
4,321
4,415
4,934
1,770
1,977
2,138
(351
)
(306
)
(291
)
$
34,734
$
35,497
$
37,953
$
24,852
$
25,819
$
27,306
9,547
9,363
10,298
140
124
129
60
39
36
135
152
184
9,882
9,678
10,647
$
34,734
$
35,497
$
37,953
$
13,343
$
13,560
$
14,920
4,275
3,568
3,469
$
17,618
$
17,128
$
18,389
(1)
International domestic revenues include our international domestic express
operations, primarily in the United Kingdom, Canada, China, India and Mexico. We reclassified the
prior period international domestic revenues previously included within other revenues to conform
to the current period presentation.
(2)
Other revenues includes FedEx Trade Networks and, beginning in the second
quarter of 2010, FedEx SupplyChain Systems.
(3)
International revenue includes shipments that either originate in or are
destined to locations outside the United States. Noncurrent assets include property and equipment,
goodwill and other long-term assets. Flight equipment is allocated between geographic areas based
on usage.
Table of Contents
2010
2009
2008
$
88
$
61
$
105
$
322
$
517
$
821
(279
)
(8
)
(5
)
$
43
$
509
$
816
Table of Contents
Aircraft-
Aircraft
(1)
Related
(2)
Other
(3)
Total
$
824
$
104
$
771
$
1,699
839
10
166
1,015
622
19
66
707
480
14
494
493
12
505
1,431
113
1,544
(1)
Our obligation to purchase 15 of these aircraft (Boeing 777 Freighters, or
B777Fs) is conditioned upon there being no event that causes FedEx Express or its employees not to
be covered by the Railway Labor Act of 1926, as amended. Also, subsequent to May 31, 2010, we
entered into an agreement replacing the previously disclosed non-binding letter of intent with
another party to acquire two additional B777Fs and expect to take delivery of these aircraft in
2011. These aircraft are not included in the table above.
(2)
Primarily aircraft modifications.
(3)
Primarily vehicles, facilities, advertising, promotions contracts and for
2011, a total of $500 million of required quarterly contributions to our U.S. domestic pension
plans.
B757
B777F
(1)
ATR 72
Total
16
4
8
28
8
5
13
5
5
3
3
3
3
10
10
24
30
8
62
(1)
Our obligation to purchase 15 of these aircraft is conditioned upon there being no
event that causes FedEx Express or its employees not to be covered by the Railway Labor Act of
1926, as amended. Also, subsequent to May 31, 2010, we entered into an agreement replacing the
previously disclosed non-binding letter of intent with another party to acquire two additional
B777Fs and expect to take delivery of these aircraft in 2011. These aircraft are not included in
the table above.
Table of Contents
Table of Contents
Table of Contents
First
Second
Third
Fourth
(in millions, except per share amounts)
Quarter
Quarter
Quarter
Quarter
$
8,009
$
8,596
$
8,701
$
9,428
315
571
416
696
181
345
239
419
0.58
1.10
0.76
1.34
0.58
1.10
0.76
1.33
$
9,970
$
9,538
$
8,137
$
7,852
630
784
182
(849
)
384
493
97
(876
)
1.23
1.59
0.31
(2.82
)
1.23
1.58
0.31
(2.82
)
(1)
Operating expenses for the fourth quarter of 2009 include charges of $1.2
billion ($1.1 billion, net of tax, or $3.46 per diluted share) primarily related to noncash
impairment charges associated with goodwill and aircraft-related asset impairments.
(2)
The sum of the quarterly diluted earnings per share may not equal annual
amounts due to differences in the weighted-average number of shares outstanding during the
respective period.
Table of Contents
Table of Contents
May 31, 2010
Table of Contents
May 31, 2009
Table of Contents
Year Ended May 31, 2010
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
$
29,360
$
5,700
$
(326
)
$
34,734
91
12,026
1,910
14,027
3,424
1,392
(88
)
4,728
4
2,118
240
(3
)
2,359
1
1,751
206
1,958
2,946
160
3,106
1
1,589
125
1,715
18
18
(202
)
(109
)
311
105
3,950
1,005
(235
)
4,825
27,695
5,367
(326
)
32,736
1,665
333
1,998
1,184
161
(1,345
)
(100
)
41
(12
)
(71
)
114
(147
)
33
(14
)
(18
)
(1
)
(33
)
1,184
1,702
353
(1,345
)
1,894
625
85
710
$
1,184
$
1,077
$
268
$
(1,345
)
$
1,184
Year Ended May 31, 2009
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
$
29,923
$
5,851
$
(277
)
$
35,497
82
11,483
2,202
13,767
3,362
1,211
(39
)
4,534
4
2,134
296
(5
)
2,429
2
1,706
267
1,975
3,554
257
3,811
1
1,755
142
1,898
1,098
106
1,204
(193
)
81
112
104
4,198
1,063
(233
)
5,132
29,371
5,656
(277
)
34,750
552
195
747
98
103
(201
)
(73
)
28
(14
)
(59
)
90
(118
)
28
(17
)
(3
)
9
(11
)
98
562
218
(201
)
677
514
65
579
$
98
$
48
$
153
$
(201
)
$
98
Table of Contents
Year Ended May 31, 2008
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
$
31,464
$
6,860
$
(371
)
$
37,953
98
11,660
2,444
14,202
3,392
1,333
(91
)
4,634
4
2,127
313
(3
)
2,441
2
1,651
293
1,946
4,095
314
4,409
1
1,907
160
2,068
882
882
(204
)
(94
)
298
99
4,400
1,074
(277
)
5,296
30,020
6,229
(371
)
35,878
1,444
631
2,075
1,125
310
(1,435
)
(44
)
4
(14
)
(54
)
51
(66
)
15
(7
)
3
(1
)
(5
)
1,125
1,695
631
(1,435
)
2,016
687
204
891
$
1,125
$
1,008
$
427
$
(1,435
)
$
1,125
Table of Contents
Year Ended May 31, 2010
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
(450
)
$
2,942
$
653
$
(7
)
$
3,138
(2,661
)
(155
)
(2,816
)
38
(3
)
35
(2,623
)
(158
)
(2,781
)
531
(397
)
(134
)
72
(72
)
158
(158
)
(500
)
(153
)
(653
)
94
94
25
25
(138
)
(138
)
(20
)
(5
)
5
(20
)
(8
)
(325
)
(359
)
(692
)
(8
)
3
(5
)
(458
)
(14
)
139
(7
)
(340
)
1,768
272
304
(52
)
2,292
$
1,310
$
258
$
443
$
(59
)
$
1,952
Year Ended May 31, 2009
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
(924
)
$
3,156
$
573
$
(52
)
$
2,753
(2,248
)
(211
)
(2,459
)
69
7
76
(2,179
)
(204
)
(2,383
)
1,173
(1,066
)
(107
)
17
(17
)
36
(36
)
165
(165
)
(500
)
(1
)
(501
)
1,000
1,000
41
41
4
4
(137
)
(137
)
(7
)
(7
)
1,591
(865
)
(326
)
400
(6
)
(11
)
(17
)
667
106
32
(52
)
753
1,101
166
272
1,539
$
1,768
$
272
$
304
$
(52
)
$
2,292
Table of Contents
Year Ended May 31, 2008
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
(44
)
$
2,889
$
620
$
$
3,465
(1
)
(2,683
)
(263
)
(2,947
)
(5,971
)
5,971
34
16
50
(5,972
)
3,322
(247
)
(2,897
)
463
(296
)
(167
)
16
(16
)
5,971
(5,971
)
165
(165
)
(551
)
(85
)
(3
)
(639
)
108
108
38
38
(124
)
(124
)
5,905
(6,171
)
(351
)
(617
)
2
17
19
(111
)
42
39
(30
)
1,212
124
233
1,569
$
1,101
$
166
$
272
$
$
1,539
Table of Contents
Table of Contents
2010
2009
(1)
2008
(2)
2007
(3)
2006
(4)
$
34,734
$
35,497
$
37,953
$
35,214
$
32,294
1,998
747
2,075
3,276
3,014
1,894
677
2,016
3,215
2,899
1,184
98
1,125
2,016
1,806
$
3.78
$
0.31
$
3.64
$
6.57
$
5.94
$
3.76
$
0.31
$
3.60
$
6.48
$
5.83
312
311
309
307
304
314
312
312
311
310
$
0.44
$
0.44
$
0.30
$
0.37
$
0.33
$
14,385
$
13,417
$
13,478
$
12,636
$
10,770
24,902
24,244
25,633
24,000
22,690
1,668
1,930
1,506
2,007
1,592
13,811
13,626
14,526
12,656
11,511
664
654
677
669
671
245,109
247,908
254,142
241,903
221,677
(1)
Results for 2009 include a charge of $1.2 billion ($1.1 billion, net of tax, or $3.45 per
diluted share) primarily related to impairment charges associated with goodwill and aircraft.
See Note 3 to the accompanying consolidated financial statements. Additionally, common
stockholders investment includes an other comprehensive income charge of $1.2 billion, net
of tax, related to the funded status of our retirement plans at May 31, 2009.
(2)
Results for 2008 include a charge of $891 million ($696 million, net of tax, or $2.23 per
diluted share) recorded during the fourth quarter, predominantly related to impairment
charges associated with intangible assets from the FedEx Office acquisition. See Note 3 to
the accompanying consolidated financial statements. Additionally, results for 2008 and 2007
include several 2007 acquisitions.
(3)
Results for 2007 include a charge of $143 million at FedEx Express associated with upfront
compensation and benefits under our labor contract with our pilots.
(4)
Results for 2006 include a charge of $79 million ($49 million, net of tax, or $0.16 per
diluted share) to adjust the accounting for certain facility leases, predominantly at FedEx
Express.
Table of Contents
FedEx Corporation
July 15, 2010
Table of Contents
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED MAY 31, 2010, 2009, AND 2008
(IN MILLIONS)
ADDITIONS
BALANCE
CHARGED
BALANCE
AT
CHARGED
TO
AT
BEGINNING
TO COSTS
OTHER
END OF
DESCRIPTION
OF YEAR
EXPENSES
ACCOUNTS
DEDUCTIONS
YEAR
$
114
$
124
$
$
145
(a)
$
93
88
181
155
(a)
114
79
134
125
(a)
88
$
82
$
$
430
(b)
$
439
(c)
$
73
70
466
(b)
454
(c)
82
57
486
(b)
473
(c)
70
$
175
$
12
$
$
17
$
170
163
15
3
175
156
10
3
163
(a)
Uncollectible accounts written off, net of recoveries.
(b)
Principally charged against revenue.
(c)
Service failures, rebills and other.
Table of Contents
Year Ended May 31,
2010
2009
2008
2007
2006
$
1,894
$
677
$
2,016
$
3,215
$
2,899
79
85
98
136
142
14
5
5
6
5
806
795
784
766
842
$
2,793
$
1,562
$
2,903
$
4,123
$
3,888
$
79
$
85
$
98
$
136
$
142
80
71
50
34
33
14
5
5
6
5
806
795
784
766
842
$
979
$
956
$
937
$
942
$
1,022
2.9
1.6
3.1
4.4
3.8
Table of Contents
Exhibit
Number
Description of Exhibit
3.1
3.2
10.1
10.2
*10.3
10.4
10.5
10.6
10.7
10.8
10.9
Table of Contents
Exhibit
Number
Description of Exhibit
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
Table of Contents
Exhibit
Number
Description of Exhibit
10.20
10.21
*10.22
10.23
10.24
10.25
10.26
10.27
Table of Contents
Exhibit
Number
Description of Exhibit
10.28
10.29
10.30
10.31
10.32
FedEx is not filing any other instruments evidencing any
indebtedness because the total amount of securities
authorized under any single such instrument does not
exceed 10% of the total assets of FedEx and its
subsidiaries on a consolidated basis. Copies of such
instruments will be furnished to the Securities and
Exchange Commission upon request.
10.33
10.34
10.35
Table of Contents
Exhibit
Number
Description of Exhibit
10.36
10.37
10.38
10.39
10.40
10.41
10.42
10.43
10.44
10.45
Table of Contents
Exhibit
Number
Description of Exhibit
10.46
10.47
*10.48
10.49
*10.50
10.51
10.52
10.53
Table of Contents
Exhibit
Number
Description of Exhibit
*12
*21
*23
*24
*31.1
*31.2
*32.1
*32.2
*101.1
*
Filed herewith.
2
3
(i) |
constitutes the commission of waste, the maintenance of a
nuisance, or the breach of any restriction or obligation set forth in the
Composite Lease Agreement; or
|
||
(ii) |
involves the use, sale or introduction onto the premises of any
hazardous or toxic substances.
|
4
MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY | FEDERAL EXPRESS CORPORATION | |||||||
|
||||||||
By:
|
/s/ SCOTT A. BROCKMAN | By: | /s/ WILEY JOHNSON, JR. | |||||
|
||||||||
|
Title: EVP/COO | Title: |
Managing Director, Real Estate and
Airport Development |
|||||
|
||||||||
Date: March 30, 2010 | Date: March 24, 2010 | |||||||
|
||||||||
Approved as to Form and Legality: | ||||||||
MSCAA Board
Secretary
|
||||||||
/s/ SARA L. HALL | ||||||||
Sara L. Hall, Vice President & General Counsel |
5
6
7
8
9
10
11
MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY | FEDERAL EXPRESS CORPORATION | |||||||
|
||||||||
By:
|
/s/ LARRY D. COX | By: | /s/ WILEY JOHNSON, JR. | |||||
|
||||||||
|
Title: President | Title: |
Managing Director, Real Estate and
Airport Development |
|||||
|
||||||||
Date: April 27, 2010 | Date: April 27, 2010 | |||||||
|
||||||||
Approved as to Form and Legality: | ||||||||
MSCAA Board
Secretary
|
||||||||
/s/ SARA L. HALL | ||||||||
Sara L. Hall, Vice President & General Counsel |
12
G0.1
|
COVER SHEET | |
|
||
CIVIL | ||
C1.1
|
DEMOLITION PLAN | |
C2.1
|
SITE PLAN | |
C2.2
|
FENCE PLAN | |
C2.3
|
JOINT & SLAB LAYOUT PLAN | |
C3.1
|
GRADING & DRAINAGE PLAN | |
C4.1
|
EROSION CONTROL & SWPPP PLAN PHASE 1 | |
C4.2
|
EROSION CONTROL & SWPPP PLAN PHASE 2 | |
C5.1
|
UTILITY PLAN | |
C5.2
|
FIBER OPTIC PLAN | |
C6.1
|
PLAN & PROFILE OFFSTREET DRAINAGE | |
C7.1
|
JOINT, SLAB & PAVING DETAILS | |
C7.2
|
FENCE & SITE DETAILS | |
C7.3
|
SITE DETAILS | |
C7.4
|
SITE DETAILS |
13
ARCHITECTURAL | ||
D1.1
|
DEMOLITION PLAN | |
A1.1
|
SITE PLAN | |
A2.1
|
OVERALL FLOOR PLAN | |
A2.2A
|
FLOOR PLAN AREA A | |
A2.2B
|
FLOOR PLAN AREA B | |
A2.3
|
OVERALL REFLECTED CEILING PLAN | |
A2.4A
|
REFLECTED CEILING PLAN AREA A | |
A2.4B
|
REFLECTED CEILING PLAN AREA B | |
A2.5
|
ROOF PLAN | |
A3.1
|
EXTERIOR ELEVATIONS | |
A3.2
|
EXTERIOR ELEVATIONS | |
A4.1
|
BUILDING SECTIONS | |
A4.2
|
WALL SECTIONS | |
A4.3
|
WALL SECTIONS & DETAILS | |
A5.1
|
ENLARGED PLANS | |
A6.1
|
DOOR SCHEDULE & DETAILS | |
|
||
STRUCTURAL | ||
S1.1
|
GENERAL NOTES | |
S1.2
|
GENERAL DETAILS | |
S2.1
|
FOUNDATION PLAN AREA A | |
S2.2
|
FOUNDATION PLAN AREA B | |
S3.1
|
DOOR FRAMING PLAN | |
S3.2
|
MEZZANINE FRAMING PLAN | |
S3.3
|
ROOF FRAMING PLAN AREA A | |
S3.4
|
ROOF FRAMING PLAN AREA B | |
S4.1
|
FOUNDATION SECTIONS | |
S4.2
|
FOUNDATION SECTIONS | |
S5.1
|
FRAMING SECTIONS | |
S5.2
|
FRAMING SECTIONS | |
S5.3
|
FRAMING SECTIONS | |
S5.4
|
BUILDING SECTION | |
|
||
FIRE PROTECTION | ||
FPPM1.0
|
DIVISION 1500 STANDARD SYMBOLS DRAWING | |
FPPM1.1
|
SITE PLAN FIRE PROTECTION & PLUMBING | |
FP1.1A
|
FLOOR PLAN AREA A FIRE PROTECTION | |
FP1.1B
|
FLOOR PLAN AREA B FIRE PROTECTION | |
FP1.3
|
ENLARGED FLOOR PLAN HANGAR 21 FIRE PROTECTION ROOM FIRE PROTECTION | |
|
||
PLUMBING | ||
P1.1A
|
FLOOR PLAN AREA A PLUMBING | |
P1.1B
|
FLOOR PLAN AREA B PLUMBING | |
P2.1
|
SCHEDULES & RISER PLUMBING | |
P3.1
|
DETAILS PLUMBING | |
P3.2
|
DETAILS PLUMBING |
14
15
ARCHITECTURAL
|
||
A1.1
|
SITE PLAN | |
A2.1.24
|
EXISTING FLOOR PLAN HANGAR 24 | |
A2.2.24
|
EXISTING ROOF PLAN HANGAR 24 | |
A3.1.24
|
EXISTING ELEVATIONS HANGAR 24 | |
A2.1.25
|
EXISTING FLOOR PLAN HANGAR 25 | |
A2.2.25
|
EXISTING ROOF PLAN HANGAR 25 | |
A3.1.25
|
EXISTING ELEVATIONS HANGAR 25 | |
A2.1.27
|
EXISTING FLOOR PLAN HANGAR 27 | |
A2.2.27
|
EXISTING ROOF PLAN HANGAR 27 | |
A3.1.27
|
EXISTING ELEVATIONS HANGAR 27 | |
|
||
FIRE PROTECTION | ||
FP1.2A
|
EXISTING STORAGE HANGARS AREA A FIRE PROTECTION | |
FP1.2B
|
EXISTING STORAGE HANGARS AREA B FIRE PROTECTION | |
|
||
PLUMBING | ||
P1.1
|
FLOOR PLAN PLUMBING | |
|
||
MECHANICAL | ||
M1.1
|
FLOOR PLAN HVAC | |
M2.1
|
HVAC SCHEDULES AND DETAILS | |
|
||
ELECTRICAL | ||
E0.1
|
SITE PLAN ELECTRICAL | |
E1.1
|
FLOOR PLAN DEMOLITION | |
E2.1
|
FLOOR PLAN ELECTRICAL | |
E2.2
|
PARTIAL FLOOR PLAN ELECTRICAL | |
E2.3
|
FLOOR PLAN ELECTRICAL | |
E2.4
|
FLOOR PLAN HANGAR 24 ELECTRICAL | |
E2.5
|
FLOOR PLAN FEEDER CITY ELECTRICAL | |
E3.1
|
LEGEND AND SCHEDULES | |
E4.1
|
ONE-LINE DIAGRAM DEMOLITION |
16
SUMMARY | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
FEDEX | EFFECTIVE | EFFECTIVE DATES | 2008 | 2009 | ||||||||||||||||||||||||||||||||||||||||||||||||||
PARCEL | LEASE | EFFECTIVE | SQUARE | DATE | Billing from 2007 forward | EFFECTIVE JULY 2008 | 7/1/2008(3) | EFFECTIVE JULY 2009 | 7/01/2013(3) | |||||||||||||||||||||||||||||||||||||||||||||
NUMBER | NUMBER | SUPPLEMENTAL | USE OR LOCATION | DATE | FEET | RATE | MONTHLY | ANNUAL | RATES | MONTHLY | ANNUAL | ESCALATION | RATES | MONTHLY | ANNUAL | ESCALATION | ||||||||||||||||||||||||||||||||||||||
1
|
07-0958 | N/A | TAXIWAY N | 2/1/2009 | 100,035 | $ | 0.1906 | $ | 1,588.89 | $ | 19,066.67 | N/A | N/A | N/A | N/A | $ | 0.1906 | $ | 1,588.89 | $ | 19,066.67 | CPI OR 13% | ||||||||||||||||||||||||||||||||
2
|
07-0959 | SUPPLEMENTAL 26 | AMR FACILITIES/LANDLOCKED PARCELS | 1/1/2007 | 1,082,446 | Varies | $ | 30,869.35 | $ | 370,432.20 | Varies | $ | 35,497.91 | $ | 425,974.92 | 15 | % | Varies (1) | $ | 34,175.41 | $ | 410,104.92 | CPI OR 13% | |||||||||||||||||||||||||||||||
3
|
07-0960 | SUPPLEMENTALS | WEST RAMP | |||||||||||||||||||||||||||||||||||||||||||||||||||
|
18, 19, 20, 21, 22 & 23 | UNIMPROVED GROUND | 1/1/2007 | 3,111,647 | $ | 0.1525 | $ | 39,543.85 | $ | 474,526.17 | $ | 0.1906 | $ | 49,423.33 | $ | 593,079.92 | N/A | $ | 0.1906 | $ | 49,423.33 | $ | 593,079.92 | CPI OR 13% | ||||||||||||||||||||||||||||||
|
22, 24 & 25 | UNIMPROVED GROUND | 1/1/2007 | 914,283 | $ | 0.1525 | $ | 11,619.01 | $ | 139,428.16 | $ | 0.1906 | $ | 14,521.86 | $ | 174,262.34 | N/A | $ | 0.1906 | $ | 14,521.86 | $ | 174,262.34 | CPI OR 13% | ||||||||||||||||||||||||||||||
4
|
07-0961 | N/A | TAXIWAY C | 2/1/2009 | 731,098 | $ | 0.2400 | $ | 14,621.96 | $ | 175,463.52 | N/A | N/A | N/A | N/A | $ | 0.2400 | $ | 14,621.96 | $ | 175,463.52 | CPI OR 13% | ||||||||||||||||||||||||||||||||
5
|
07-0962 | SUPPLEMENTAL 13 | UNIMPROVED APRON/GRACELAND RAMP | 1/1/2007 | 515,496 | $ | 0.1525 | $ | 6,551.10 | $ | 78,613.14 | $ | 0.1906 | $ | 8,187.79 | $ | 98,253.48 | N/A | $ | 0.1906 | $ | 8,187.79 | $ | 98,253.48 | CPI OR 13% | |||||||||||||||||||||||||||||
|
SUPPLEMENTAL 17 | UNIMPROVED APRON/SIERRA RAMP | 1/1/2007 | $ | 0.1525 | N/A | CPI OR 13% | |||||||||||||||||||||||||||||||||||||||||||||||
6
|
07-0963 | AGREEMENT #92-0833 | IRS/AOD | 1/1/2007 | 2,248,286 | N/A | (6) | $ | 125,000.00 | $ | 1,500,000.00 | N/A | (6) | $ | 125,000.00 | $ | 1,500,000.00 | N/A | (6) | N/A | (6) | $ | 125,000.00 | $ | 1,500,000.00 | 15% | (7) | |||||||||||||||||||||||||||
7
|
07-0964 | SOUTHWIDE #90-0242 | GRAEBER ASSIGNMENT | 1/1/2007 | 427,030 | N/A | (6) | $ | 2,506.15 | $ | 30,073.80 | N/A | (6) | $ | 2,506.15 | $ | 30,073.80 | N/A | (6) | N/A | (6) | $ | 2,506.15 | $ | 30,073.80 | CPI OR 13% | ||||||||||||||||||||||||||||
8
|
07-0965 | SOUTHWIDE ASGMT. #80-0223 | EQUITABLE LIFE | 1/1/2007 | 451,370 | N/A | (6) | $ | 2,340.16 | $ | 28,081.92 | N/A | (6) | $ | 2,340.16 | $ | 28,081.92 | N/A | (6) | N/A | (6) | $ | 2,340.16 | $ | 28,081.92 | CPI OR 13% | ||||||||||||||||||||||||||||
9
|
07-0966 | SUPPLEMENTAL 15 (INTERNATIONAL PARK) | FEDEX PARKING - TCHULAHOMA | 1/1/2007 | 833,458 | $ | 0.2673 | $ | 18,565.28 | $ | 222,783.32 | $ | 0.2673 | $ | 18,565.28 | $ | 222,783.32 | N/A | $ | 0.2673 | $ | 18,565.28 | $ | 222,783.32 | CPI OR 13% | |||||||||||||||||||||||||||||
10
|
07-0967 | SUPPLEMENTAL 16 (INTERNATIONAL PARK) | FEDEX CONSTRUCTION STORAGE AREA | 1/1/2007 (2) | 140,617 | $ | 0.2673 | $ | 3,132.24 | $ | 37,586.92 | $ | 0.2673 | $ | 3,132.24 | $ | 37,586.92 | N/A | $ | 0.2673 | $ | 3,132.24 | $ | 37,586.92 | CPI OR 13% | |||||||||||||||||||||||||||||
11
|
07-0968 | SUPPLEMENTAL 13 | UNIMPROVED GROUND/GSE STORAGE | 1/1/2007 | 187,217 | $ | 0.1525 | $ | 2,379.22 | $ | 28,550.59 | $ | 0.1906 | $ | 2,973.63 | $ | 35,683.56 | N/A | $ | 0.1906 | $ | 2,973.63 | $ | 35,683.56 | CPI OR 13% | |||||||||||||||||||||||||||||
12
|
07-0969 | SUPPLEMENTAL 27 | A-380 GSE STORAGE | 12/01/07 | 187,618 | $ | 0.1525 | $ | 2,384.31 | $ | 28,611.75 | $ | 0.1525 | $ | 2,384.31 | $ | 28,611.75 | N/A | $ | 0.1525 | $ | 2,384.31 | $ | 28,611.75 | CPI OR 13% | |||||||||||||||||||||||||||||
13
|
07-0970 | SUPPLEMENTAL 23 | A-380 RAMP | 1/1/2007 | 1,897,879 | $ | 0.1220 | $ | 19,295.10 | $ | 231,541.24 | $ | 0.1220 | $ | 19,295.10 | $ | 231,541.24 | N/A | $ | 0.1220 | $ | 19,295.10 | $ | 231,541.24 | CPI OR 13% | |||||||||||||||||||||||||||||
|
SUPPLEMENTAL 25 | A-380 GSE RAMP | 1/1/2007 | 319,113 | $ | 0.1525 | $ | 4,055.39 | $ | 48,664.73 | $ | 0.1906 | $ | 5,068.58 | $ | 60,822.94 | N/A | $ | 0.1906 | $ | 5,068.58 | $ | 60,822.94 | CPI OR 13% | ||||||||||||||||||||||||||||||
14
|
07-0971 | SUPPLEMENTAL 14 | UNIMPROVED APRON/DE-ICING EQUIPMENT STORAGE | 1/1/2007 | 428,616 | $ | 0.1525 | $ | 5,447.00 | $ | 65,363.94 | $ | 0.1906 | $ | 6,807.85 | $ | 81,694.21 | N/A | $ | 0.1906 | $ | 6,807.85 | $ | 81,694.21 | CPI OR 13% | |||||||||||||||||||||||||||||
15
|
07-0972 | N/A | SPRANKLE ROAD | 1/1/2007 | 200,695 | $ | 0.0000 | $ | 0.00 | $ | 0.00 | $ | 0.0000 | $ | 0.00 | $ | 0.00 | N/A | $ | 0.0000 | $ | 0.00 | $ | 0.00 | N/A | |||||||||||||||||||||||||||||
16
|
07-0973 | N/A | REPUBLIC ROAD | 1/1/2007 | 113,179 | $ | 0.0000 | $ | 0.00 | $ | 0.00 | $ | 0.0000 | $ | 0.00 | $ | 0.00 | N/A | $ | 0.0000 | $ | 0.00 | $ | 0.00 | N/A | |||||||||||||||||||||||||||||
17
|
07-0974 | SUPPLEMENTALS | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1 Parcel 1, 2, 3, 4, 6 & 9 (UNIMP GROUND) | 1/1/2007 | 1,662,877 | $ | 0.1525 | $ | 21,132.40 | $ | 253,588.74 | $ | 0.1906 | $ | 26,412.03 | $ | 316,944.36 | N/A | $ | 0.1906 | $ | 26,412.03 | $ | 316,944.36 | CPI OR 13% | |||||||||||||||||||||||||||||||
|
1 Parcel 1, 2, 7, 9 (IMP APRON) | 1/1/2007 | 1,908,290 | $ | 0.1906 | $ | 30,310.01 | $ | 363,720.07 | $ | 0.2383 | $ | 37,895.46 | $ | 454,745.51 | N/A | $ | 0.2383 | $ | 37,895.46 | $ | 454,745.51 | CPI OR 13% | |||||||||||||||||||||||||||||||
|
Parcel 5 (INTERNATIONAL PARK) | 1/1/2007 | 24,000 | $ | 0.2673 | $ | 534.60 | $ | 6,415.20 | $ | 0.3341 | $ | 668.25 | $ | 8,019.00 | 25 | % | $ | 0.3341 | $ | 668.25 | $ | 8,019.00 | CPI OR 13% | ||||||||||||||||||||||||||||||
|
1 Parcel 8 (INTERNATIONAL PARK) | FUEL TANKS | 1/1/2007 | 247,254 | $ | 0.2673 | $ | 5,507.58 | $ | 66,090.99 | $ | 0.3341 | $ | 6,884.48 | $ | 82,613.74 | 25 | % | $ | 0.3341 | $ | 6,884.48 | $ | 82,613.74 | CPI OR 13% | |||||||||||||||||||||||||||||
|
1 & 8 Parcel 12 (INETRNATIONAL PARK) | ARTC TRAINING BUILDING | 1/1/2007 | 117,915 | $ | 0.2673 | $ | 2,626.56 | $ | 31,518.68 | $ | 0.3341 | $ | 3,283.20 | $ | 39,398.35 | 25 | % | $ | 0.3341 | $ | 3,283.20 | $ | 39,398.35 | CPI OR 13% | |||||||||||||||||||||||||||||
|
1 & 8 Parcel 11 (INTERNATIONAL PARK) | GAS STATION | 1/1/2007 | 45,359 | $ | 0.2673 | $ | 1,010.37 | $ | 12,124.46 | $ | 0.3341 | $ | 1,262.96 | $ | 15,155.58 | 25 | % | $ | 0.3341 | $ | 1,262.96 | $ | 15,155.58 | CPI OR 13% | |||||||||||||||||||||||||||||
|
8 Parcel 9 (INTERNATIONAL PARK) | SOUTH RAMP, COURTYARD, SOUTHGATES | 1/1/2007 | 1,586,172 | $ | 0.2673 | $ | 35,331.98 | $ | 423,983.78 | $ | 0.3341 | $ | 44,164.98 | $ | 529,979.72 | 25 | % | $ | 0.3341 | $ | 44,164.98 | $ | 529,979.72 | CPI OR 13% | |||||||||||||||||||||||||||||
|
Parcel 10 (INTERNATIONAL PARK) | SOUTHEASTERN RAMP, NORTH SECONDARY, | 1/1/2007 | 70,200 | $ | 0.2673 | $ | 1,563.71 | $ | 18,764.46 | $ | 0.3341 | $ | 1,954.63 | $ | 23,455.58 | 25 | % | $ | 0.3341 | $ | 1,954.63 | $ | 23,455.58 | CPI OR 13% | |||||||||||||||||||||||||||||
|
Parcel 17 (INTERNATIONAL PARK) | NORTH INPUT, PRIMARY SORT, | 1/1/2007 | 4,333,659 | $ | 0.2673 | $ | 96,532.25 | $ | 1,158,387.05 | $ | 0.3341 | $ | 120,665.32 | $ | 1,447,983.81 | 25 | % | $ | 0.3341 | $ | 120,665.32 | $ | 1,447,983.81 | CPI OR 13% | |||||||||||||||||||||||||||||
|
SMALL PACKAGE SORT SYSTEM, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
|
INTERNATIONAL INPUT, HEAVY WEIGHT, EAST RAMP | |||||||||||||||||||||||||||||||||||||||||||||||||||||
|
TAB-LINE MAINTENANCE | 1/1/2007 | 556,334 | $ | 0.2673 | $ | 12,392.34 | $ | 148,708.08 | $ | 0.3341 | $ | 15,490.42 | $ | 185,885.10 | 25 | % | $ | 0.3341 | $ | 15,490.42 | $ | 185,885.10 | CPI OR 13% | ||||||||||||||||||||||||||||||
|
10 Parcel 27A (IMP APRON) | PARCEL 27A | 1/1/2007 | 487,512 | $ | 0.1906 | $ | 7,743.32 | $ | 92,919.79 | $ | 0.2383 | $ | 9,681.18 | $ | 116,174.11 | N/A | $ | 0.2383 | $ | 9,681.18 | $ | 116,174.11 | CPI OR 13% | ||||||||||||||||||||||||||||||
|
11 Parcel A & B West (UNIMP GROUND) | NORTH RAMP | 1/1/2007 | 527,676 | $ | 0.1525 | $ | 6,705.88 | $ | 80,470.59 | $ | 0.1906 | $ | 8,381.25 | $ | 100,575.05 | N/A | $ | 0.1906 | $ | 8,381.25 | $ | 100,575.05 | CPI OR 13% | ||||||||||||||||||||||||||||||
|
5 Parcel 16 (INTERNATIONAL PARK) | 1/1/2007 | 796,312 | $ | 0.2673 | $ | 17,737.85 | $ | 212,854.20 | $ | 0.3341 | $ | 22,172.31 | $ | 266,067.75 | 25 | % | $ | 0.3341 | $ | 22,172.31 | $ | 266,067.75 | CPI OR 13% | ||||||||||||||||||||||||||||||
|
23 | GRAEBER ASSIGNMENT/TRUCKING OPERATION | 1/1/2007 | 261,460 | $ | 0.1029 | $ | 2,242.02 | $ | 26,904.25 | $ | 0.1286 | $ | 2,802.53 | $ | 33,630.32 | 25 | % | $ | 0.1286 | $ | 2,802.53 | $ | 33,630.32 | CPI OR 13% | |||||||||||||||||||||||||||||
|
SUPPLEMENTAL 9 (INTERNATIONAL PARK) | PARKING AREA | 1/1/2007 | 18,933 | $ | 0.2673 | $ | 421.73 | $ | 5,060.79 | $ | 0.3341 | $ | 527.17 | $ | 6,325.99 | 25 | % | $ | 0.3341 | $ | 527.17 | $ | 6,325.99 | CPI OR 13% |
17
SUMMARY | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
FEDEX | EFFECTIVE | EFFECTIVE DATES | 2008 | 2009 | ||||||||||||||||||||||||||||||||||||||||||||||||||
PARCEL | LEASE | EFFECTIVE | SQUARE | DATE | Billing from 2007 forward | EFFECTIVE JULY 2008 | 7/1/2008 (3) | EFFECTIVE JULY 2009 | 7/01/2013 (3) | |||||||||||||||||||||||||||||||||||||||||||||
NUMBER | NUMBER | SUPPLEMENTAL | USE OR LOCATION | DATE | FEET | RATE | MONTHLY | ANNUAL | RATES | MONTHLY | ANNUAL | ESCALATION | RATES | MONTHLY | ANNUAL | ESCALATION | ||||||||||||||||||||||||||||||||||||||
18
|
07-0975 | SUPPLEMENTAL 8 (INTERNATIONAL PARK) | DC-10 HANGAR (LAND) | 1/1/2007 | 552,730 | $ | 0.2673 | $ | 12,312.06 | $ | 147,744.73 | $ | 0.2673 | $ | 12,312.06 | $ | 147,744.73 | N/A | $ | 0.2673 | $ | 12,312.06 | $ | 147,744.73 | CPI OR 13 | % | ||||||||||||||||||||||||||||
18A
|
07-0976 | BUILDING HAVING AN AREA OF 72,378 SQ FT & OTHER IMPROVEMENTS | DC-10 HANGAR (BUILDING) | 9/1/2012 (4) | 72,378 | $ | 1.2600 | $ | 7,599.69 | $ | 91,196.28 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | CPI OR 13 | % | ||||||||||||||||||||||||||||||||||
|
CONSTRUCTED ON PARCEL 18 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
19
|
07-0977 | SUPPLEMENTAL 8 (INTERNATIONAL PARK) | ENGINE SHOP | 1/1/2007 | 418,016 | $ | 0.2673 | $ | 9,311.31 | $ | 111,735.68 | $ | 0.2673 | $ | 9,311.31 | $ | 111,735.68 | N/A | $ | 0.2673 | $ | 9,311.31 | $ | 111,735.68 | CPI OR 13 | % | ||||||||||||||||||||||||||||
20
|
07-0978 | SUPPLEMENTAL 27 | WEST SIDE OF TANG | 3/1/2008 | 108,051 | $ | 0.1525 | $ | 1,373.15 | $ | 16,477.78 | $ | 0.1525 | $ | 1,373.15 | $ | 16,477.78 | N/A | $ | 0.1525 | $ | 1,373.15 | $ | 16,477.78 | CPI OR 13 | % | ||||||||||||||||||||||||||||
21
|
07-0979 | SUPPLEMENTAL 7 | DEMOCRAT VEHICLE PARKING | 1/1/2007 | 1,812,363 | $ | 0.1525 | $ | 23,032.11 | $ | 276,385.36 | $ | 0.1906 | $ | 28,786.37 | $ | 345,436.39 | N/A | $ | 0.1906 | $ | 28,786.37 | $ | 345,436.39 | CPI OR 13 | % | ||||||||||||||||||||||||||||
22
|
07-0980 | SUPPLEMENTAL 9 | DEMOCRAT VEHICLE PARKING | 1/1/2007 | 491,127 | $ | 0.1525 | $ | 6,241.41 | $ | 74,896.87 | $ | 0.1906 | $ | 7,800.73 | $ | 93,608.81 | N/A | $ | 0.1906 | $ | 7,800.73 | $ | 93,608.81 | CPI OR 13 | % | ||||||||||||||||||||||||||||
23
|
07-0981 | N/A | TAXIWAY SIERRA | 2/1/2009 | 248,711 | $ | 0.2400 | $ | 4,974.22 | $ | 59,690.64 | N/A | N/A | N/A | N/A | $ | 0.2400 | $ | 4,974.22 | $ | 59,690.64 | CPI OR 13 | % | |||||||||||||||||||||||||||||||
24
|
07-0982 | SORT FACILITY | 9/01/2009(5) | 292,000 | $ | 1.2600 | $ | 30,660.00 | $ | 367,920.00 | N/A | N/A | N/A | N/A | $ | 1.2600 | N/A | N/A | CPI OR 13 | % |
Note 1: | ||
(a) | Hangar 26 has been removed from Parcel 2 and, effective July 1, 2009, rent for Parcel 2 has been reduced by $1,322.50 per month, $15,870.00 per year. | |
(b) | As of the later to occur of August 1, 2010, or the date of Tenants beneficial occupancy of the Replacement Hangar, as defined in the Third Amendment to the Composite Lease Agreement, the annual rent will be reduced by $44,246.00 ($3,687.17 monthly). The rent rate for the 35,000 square foot Replacement Hangar will be $0.1906. | |
(c) | As of the later to occur of August 1, 2010, or Tenants beneficial occupancy of renovated Hangars 24, 25 and 27, the combined annual rent for these Hangars will be reduced by $23,458.05 (30% of $78,193.49). | |
Note 2: | In accordance with the Second Amendment to the Composite Lease Agreement, Parcel 10 will not be part of the demised premises between May 1, 2010, and December 31, 2011, and no rent will be payable with respect to that Parcel during that time period. | |
Note 3: | Refer to Section 2.03(a)(i) of the Composite Lease Agreement for a further description of the rent adjustment summarized in this column. | |
Note 4: | The Effective Date is subject to the operation and effect of Section 1.04(b) of the Composite Lease Agreement. When the Effective Date occurs, the rent for Parcel 18A will be calculated based upon a rental rate of $1.26 per square foot of building footprint area. | |
Note 5: | The Effective Date is subject to the operation and effect of Section 1.04(b) of the Composite Lease Agreement. When the Effective Date occurs, the rent for Parcel 24 will be calculated based upon a rental rate of $1.26 per square foot of building footprint area. | |
Note 6: | For Parcels 6, 7, and 8, the monthly rent for each is an amount previously agreed upon by the Parties, and is not calculated on any applicable current rate. | |
Note 7: | Section 2.03(a)(i) of the Composite Lease Agreement will govern the escalation of the rent for Parcel 6 beginning July 1, 2018. |
RATE & RATE ESCALATION | CURRENT RATES | 7/1/2013 | ||||
IMPROVED GROUND
|
$ | 0.2383 | CPI-U | |||
UNIMPROVED GROUND
|
$ | 0.1906 | CPI-U |
18
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
S6 - 1
THE BOEING COMPANY | FEDERAL EXPRESS CORPORATION | |||||||
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By:
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/s/ Christopher L. Odegard | By: | /s/ Phillip C. Blum | |||||
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||||||||
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||||||||
Its:
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Attorney-In-Fact | Its: | Vice President | |||||
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Aircraft Acquisitions/SAO |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
S6 - 2
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
S7 - 1
THE BOEING COMPANY | FEDERAL EXPRESS CORPORATION | |||||||
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By:
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/s/ Christopher L. Odegard
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By: |
/s/ Phillip C. Blum
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|||||
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Its:
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Attorney-In-Fact | Its: | Vice President | |||||
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Aircraft Acquisitions/SAO |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
S7 - 2
Delivery Month for |
new Aircraft |
[ * ] |
[ * ] |
[ * ] |
[ * ] |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
S8 - 1
1. | Remove and replace, in its entirety, the Table of Contents with the revised Table of Contents attached hereto to reflect the changes made by this Supplemental Agreement No. 8. | |
2. | Customer and Boeing hereby acknowledge and confirm that four (4) new Aircraft with delivery months of [ * ], [ * ], [ * ] and [ * ] are hereby added to the Purchase Agreement and will be collectively called Block C Aircraft (Block C). | |
3. | Table 1-C attached hereto is hereby added to the Purchase Agreement to incorporate the delivery dates and pricing of the Block C Aircraft. | |
4. | Customer and Boeing agree that the Block C Aircraft will be subject to and benefit from the same terms and conditions as the Aircraft except as set forth herein and in writing signed by the authorized representatives of the parties. | |
5. | Customer and Boeing agree that the Block C Aircraft will be treated exactly as Block B Aircraft except: |
5.1 | Delivery dates and pricing of Block C Aircraft will be determined by Table 1-C. | ||
5.2 | Letter Agreement FED-PALA-1000790 titled Special Matters for Block C Aircraft attached hereto is hereby added to the Purchase Agreement to reflect certain agreements between Customer and Boeing with respect to Block C Aircraft. | ||
5.3 | Letter Agreement 6-1162-RRO-1066 Special Matters for Block B Aircraft shall not apply to the Block C Aircraft. | ||
5.4 | Letter Agreement 6-1162-RRO-1068 titled Special Provision Block B Aircraft shall not apply to the Block C Aircraft. | ||
5.5 | Letter Agreement [ * ] titled [ * ] shall not apply to the Block C Aircraft. |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
S8 - 2
5.6 | Letter Agreement 6-1162-RCN-1798R1 titled 777 Boeing Converted Freighter shall not apply to the Block C Aircraft. | ||
5.7 | The Aircraft Performance Guarantees detailed in Letter Agreement 6-1162-RCN-1791 are applicable to the Block C Aircraft. | ||
5.8 | Letter Agreement 6-1162-RRO-1065 Aircraft Performance Guarantees for Block B Aircraft shall not apply to the Block C Aircraft. |
6. | As a result of adding the Block C Aircraft to the Purchase Agreement, advance payments in the amount of $[ * ] will be due concurrent with Customers written confirmation to Boeing as detailed in Article 7 below. | |
7. | This Supplemental Agreement shall not be effective unless and until, and the matters expressed herein are expressly conditioned upon, Customer receiving approval from the board of directors of Customers parent company, FedEx Corporation. Should such approval not be granted and confirmed in writing by Customer to Boeing by May 3, 2010, this Supplemental Agreement shall automatically terminate and be null and void in all respects, and neither party shall owe any obligation to the other party with respect to the matters expressed herein; provided, however, no such termination shall otherwise impact the parties rights and obligations existing under the Purchase Agreement prior to this Supplemental Agreement. For the sake of clarity, neither party shall be deemed to be in default hereunder for failing to have performed any obligation created under this Supplement Agreement, including without limitation any payment obligation, prior to the receipt by Boeing of the aforementioned written confirmation. |
THE BOEING COMPANY | FEDERAL EXPRESS CORPORATION | |||||||
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By:
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/s/ Richard R. Ochs | By: | /s/ Phillip C. Blum | |||||
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Its:
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Attorney-In-Fact | Its: | Vice President | |||||
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Aircraft Acquisitions/SAO |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
S8 - 3
P.A. No. 3157 | 4 | SA 8 | ||
BOEING PROPRIETARY |
SA | |||||||
NUMBER | |||||||
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LETTER AGREEMENT
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3157-01
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777 Spare Parts Initial Provisioning | ||||||
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3157-02
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Demonstration Flight Waiver | ||||||
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6-1162-RCN-1785
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[ * ] | ||||||
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6-1162-RCN-1789
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Option Aircraft
Attachment to Letter 6-1162-RCN-1789 |
Exercised in SA # 4 | |||||
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6-1162-RCN-1790
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Special Matters | ||||||
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6-1162-RCN-1791
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Performance Guarantees | 4 | |||||
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6-1162-RCN-1792
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Liquidated Damages Non-Excusable
Delay |
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6-1162-RCN-1793
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Open Configuration Matters | ||||||
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6-1162-RCN-1795
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AGTA Amended Articles | ||||||
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6-1162-RCN-1796
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777 First-Look Inspection Program | ||||||
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6-1162-RCN-1797
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Licensing and Customer Supplemental Type Certificates | ||||||
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6-1162-RCN-1798
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777 Boeing Converted Freighter | Deleted in SA # 4 | |||||
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6-1162-RCN-1798 R1
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777 Boeing Converted Freighter | 4 | |||||
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6-1162-RCN-1799
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[ * ] | ||||||
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6-1162-RRO-1062
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Option Aircraft | 4 | |||||
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6-1162-RRO-1065
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Performance Guarantees for Block B Aircraft | 4 | |||||
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6-1162-RRO-1066
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Special Matters for Block B Aircraft | 4 | |||||
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6-1162-RRO-1067
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Special Matters for Option Aircraft detailed in
Letter Agreement 6-1162-RRO-1062 |
4 | |||||
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6-1162-RRO-1068
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Special Provision Block B Aircraft | 4 | |||||
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FED-PALA-1000790
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Special Matters for Block C Aircraft | 8 |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
P.A. No. 3157 | 5 | SA 8 | ||
BOEING PROPRIETARY |
DATED AS OF: | ||||
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||||
SUPPLEMENTAL AGREEMENTS
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||||
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Supplemental Agreement No. 1
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May 12, 2008 | |||
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Supplemental Agreement No. 2
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July 14, 2008 | |||
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Supplemental Agreement No. 3
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December 15, 2008 | |||
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Supplemental Agreement No. 4
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January 9, 2009 | |||
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Supplemental Agreement No. 5
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January 11, 2010 | |||
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||||
Supplemental Agreement No. 6
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March 17, 2010 | |||
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Supplemental Agreement No. 7
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March 17, 2010 | |||
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||||
Supplemental Agreement No. 8
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April 30, 2010 |
P.A. No. 3157 | 6 | SA 8 | ||
BOEING PROPRIETARY |
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D019W007FED7F-1, | |||||||||||||||||||
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Rev A dated Sept 9, | |||||||||||||||||||
Airframe Model/MTOW:
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777-Freighter | 766000 pounds | Detail Specification: | 2009 | ||||||||||||||||
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||||||||||||||||||||
Engine Model/Thrust:
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GE90-110B1L | 110100 pounds | Airframe Price Base Year/Escalation Formula: | Jul-08 | ECI-MFG/CPI | |||||||||||||||
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Airframe Price:
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$ | [ * ] | Engine Price Base Year/Escalation Formula: | N/A | N/A | |||||||||||||||
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Optional Features:
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$ | [ * ] | ||||||||||||||||||
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||||||||||||||||||||
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Sub-Total of Airframe and Features:
|
$ | [ * ] | Airframe Escalation Data: | |||||||||||||||||
|
||||||||||||||||||||
Engine Price (Per Aircraft):
|
$ | 0 | Base Year Index (ECI): | 103.1 | ||||||||||||||||
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||||||||||||||||||||
Aircraft Basic Price (Excluding BFE/SPE):
|
$ | [ * ] | Base Year Index (CPI): | 208.2 | ||||||||||||||||
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||||||||||||||||||||
|
||||||||||||||||||||
Buyer Furnished Equipment (BFE) Estimate:
|
$ | [ * ] | ||||||||||||||||||
|
||||||||||||||||||||
Seller Purchased Equipment (SPE) Estimate:
|
$ | 0 | ||||||||||||||||||
Non-Refundable Deposit/Aircraft at Def
Agreement:
|
$ | 0 |
Advance | ||||||||||||||||||||||||||||
Payment Per | ||||||||||||||||||||||||||||
Escalation | Aircraft (Amts. | |||||||||||||||||||||||||||
Estimate | Due/Mos. Prior | |||||||||||||||||||||||||||
Escalation | Adv Payment | to Delivery): | ||||||||||||||||||||||||||
Delivery | Number of | Factor | Base | Due | 24 Mos. | 21/18/15/12/9/6 Mos. | Total | |||||||||||||||||||||
Date | Aircraft | (Airframe) | Price Per A/P | At Signing | 4% | 5% | 35% | |||||||||||||||||||||
Block C Aircraft
|
||||||||||||||||||||||||||||
[ * ]
|
1 | 1.0579 | $ | [ * ] | $ | [ * ] | $ | [ * ] | $ | [ * ] | $ | [ * ] | ||||||||||||||||
[ * ]
|
1 | 1.0721 | $ | [ * ] | $ | [ * ] | $ | [ * ] | $ | [ * ] | $ | [ * ] | ||||||||||||||||
[ * ]
|
1 | 1.0748 | $ | [ * ] | $ | [ * ] | $ | [ * ] | $ | [ * ] | $ | [ * ] | ||||||||||||||||
[ * ]
|
1 | 1.076 | $ | [ * ] | $ | [ * ] | $ | [ * ] | $ | [ * ] | $ | [ * ] |
Note: | Option Features same as Block B Aircraft (Exhibit A1). Option pricing on this Table 1-C shows Options priced in Jul-2008$ | |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
P.A. No. 3157 | 7 | SA 8 | ||
BOEING PROPRIETARY |
Attention:
|
Mr. Kevin Burkhart
Managing Director Aircraft Acquisitions & Sales |
|
|
||
Subject:
|
[ * ] | |
|
||
Reference:
|
Supplemental Agreement No. 8 to Purchase Agreement 3157, dated November 7, 2006, between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER Aircraft (the Aircraft) |
Very truly yours, | ||||
|
||||
THE BOEING COMPANY | ||||
|
||||
By:
|
/s/ Richard R. Ochs
|
|||
|
||||
Its: Attorney-In-Fact | ||||
|
||||
ACCEPTED AND AGREED TO this | ||||
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||||
Date: April 30, 2010 | ||||
|
||||
FEDERAL EXPRESS CORPORATION | ||||
|
||||
By:
|
/s/ Phillip C. Blum
|
|||
|
||||
Its: Vice President Aircraft Acquisitions/SAO |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
Subject:
|
Special Matters for Block C Aircraft | ||
|
|||
Reference:
|
Purchase Agreement No. 3157 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER aircraft (the Aircraft) |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
Very truly yours, | ||||
|
||||
THE BOEING COMPANY | ||||
|
||||
By:
|
/s/ Richard R. Ochs
|
|||
|
||||
Its: Attorney-In-Fact | ||||
|
||||
ACCEPTED AND AGREED TO this | ||||
|
||||
Date: April 30, 2010 | ||||
|
||||
FEDERAL EXPRESS CORPORATION | ||||
|
||||
By:
|
/s/ Phillip C. Blum | |||
|
|
|||
Its: Vice President Aircraft Acquisitions/SAO |
2
3
4
5
6
7
Name and | ||||
Current Position | Base Salary | |||
Frederick W. Smith
|
$ | 1,236,060 | ||
Chairman, President and
Chief Executive Officer |
||||
|
||||
Alan B. Graf, Jr.
|
$ | 872,256 | ||
Executive Vice President and
Chief Financial Officer |
||||
|
||||
David J. Bronczek
|
$ | 910,236 | ||
President and Chief Executive
Officer FedEx Express |
||||
|
||||
T. Michael Glenn
|
$ | 805,188 | ||
Executive Vice President,
Market Development and Corporate Communications |
||||
|
||||
Robert B. Carter
|
$ | 737,160 | ||
Executive Vice President,
FedEx Information Services and Chief Information Officer |
| FedExs stock price performance relative to the Standard & Poors 500 Composite Index, the Dow Jones Transportation Average, the Dow Jones Industrial Average and competitors; | ||
| FedExs stock price to earnings (P/E) ratio relative to the Standard & Poors 500 Composite Index, the Dow Jones Industrial Average and competitors; | ||
| FedExs market capitalization; |
| FedExs revenue and operating income growth relative to competitors; | ||
| FedExs free cash flow (excluding business acquisitions), return on invested capital (excluding certain unusual items), and weighted average cost of capital; | ||
| Analyst coverage and ratings for FedExs stock; | ||
| FedExs U.S. and international revenue market share; | ||
| FedExs reputation rankings by various publications and surveys; and | ||
| FedExs restoration of remaining company matching contributions for 401(k) program. |
Name | Target Payout | |||
|
||||
Alan B. Graf, Jr.
|
90 | % | ||
David J. Bronczek
|
100 | % | ||
T. Michael Glenn
|
90 | % | ||
Robert B. Carter
|
90 | % |
| the achievement of individual objectives established at the beginning of the fiscal year for each executive (30% of each executives target bonus); and | ||
| the achievement of corporate objectives for consolidated pre-tax income for fiscal 2011 (70% of each executives target bonus). |
2
Potential Future Payouts | ||||||||||||||||
Performance | Threshold | Target | Maximum | |||||||||||||
Name | Period | ($) | ($) | ($) | ||||||||||||
Frederick W. Smith
|
FY2009FY2011 | 875,000 | 3,500,000 | 5,250,000 | ||||||||||||
|
FY2010FY2012 | 875,000 | 3,500,000 | 5,250,000 | ||||||||||||
|
FY2011FY2013 | 875,000 | 3,500,000 | 5,250,000 | ||||||||||||
|
||||||||||||||||
Alan B. Graf, Jr.
|
FY2009FY2011 | 300,000 | 1,200,000 | 1,800,000 | ||||||||||||
|
FY2010FY2012 | 300,000 | 1,200,000 | 1,800,000 | ||||||||||||
|
FY2011FY2013 | 300,000 | 1,200,000 | 1,800,000 | ||||||||||||
|
||||||||||||||||
David J. Bronczek
|
FY2009FY2011 | 375,000 | 1,500,000 | 2,250,000 | ||||||||||||
|
FY2010FY2012 | 375,000 | 1,500,000 | 2,250,000 | ||||||||||||
|
FY2011FY2013 | 375,000 | 1,500,000 | 2,250,000 | ||||||||||||
|
||||||||||||||||
T. Michael Glenn
|
FY2009FY2011 | 300,000 | 1,200,000 | 1,800,000 | ||||||||||||
|
FY2010FY2012 | 300,000 | 1,200,000 | 1,800,000 | ||||||||||||
|
FY2011FY2013 | 300,000 | 1,200,000 | 1,800,000 | ||||||||||||
|
||||||||||||||||
Robert B. Carter
|
FY2009FY2011 | 300,000 | 1,200,000 | 1,800,000 | ||||||||||||
|
FY2010FY2012 | 300,000 | 1,200,000 | 1,800,000 | ||||||||||||
|
FY2011FY2013 | 300,000 | 1,200,000 | 1,800,000 |
3
JURISDICTION OF | ||
INCORPORATION OR | ||
NAME OF SUBSIDIARY | ORGANIZATION | |
|
||
Federal Express Corporation | Delaware | |
Federal Express Canada Ltd. | Canada | |
Federal Express International, Inc. | Delaware | |
Federal Express Pacific, Inc. | Delaware | |
Federal Express Europe, Inc. | Delaware | |
Federal Express Holdings S.A. | Delaware | |
FedEx Trade Networks, Inc. | Delaware | |
FedEx Trade Networks Trade Services, Inc. | Delaware | |
World Tariff, Limited | California | |
FedEx Trade Networks Transport & Brokerage, Inc. | New York | |
FedEx Trade Networks Transport & Brokerage (Canada), Inc. | Canada | |
FedEx Ground Package System, Inc. | Delaware | |
FedEx Ground Package System, Ltd. | Wyoming | |
FedEx SmartPost, Inc. | Delaware | |
FedEx Freight Corporation | Delaware | |
FedEx Freight, Inc. | Arkansas | |
FedEx National LTL, Inc. | Delaware | |
FedEx Custom Critical, Inc. | Ohio | |
FedEx Corporate Services, Inc. | Delaware | |
FedEx Customer Information Services, Inc. | Delaware | |
FedEx SupplyChain Systems, Inc. | Ohio | |
FedEx Office and Print Services, Inc. | Texas |
/s/ JAMES L. BARKSDALE | ||||
James L. Barksdale |
/s/ SHARON S. LUCIUS | ||||
Notary Public |
/s/ JOHN A. EDWARDSON | ||||
John A. Edwardson |
/s/ ANNE R. COLEMAN | ||||
Notary Public |
/s/ JUDITH L. ESTRIN | ||||
Judith L. Estrin |
/s/ STEVEN A. WAGNER | ||||
Notary Public |
/s/ J.R. HYDE, III | ||||
J. R. Hyde, III |
/s/ MELISSA FLECK | ||||
Notary Public |
/s/ SHIRLEY ANN JACKSON | ||||
Shirley Ann Jackson |
/s/ Theresa Hobbs | ||||
Notary Public |
/s/ STEVEN R. LORANGER | ||||
Steven R. Loranger |
/s/ ANNE R. COLEMAN | ||||
Notary Public |
/s/ GARY W. LOVEMAN | ||||
Gary W. Loveman |
/s/ ANNE R. COLEMAN | ||||
Notary Public |
/s/ SUSAN C. SCHWAB | ||||
Susan C. Schwab |
/s/ ANNE R. COLEMAN | ||||
Notary Public |
/s/ JOSHUA I. SMITH | ||||
Joshua I. Smith |
/s/ CHAMINDA DODANGODA | ||||
Notary Public |
/s/ DAVID P. STEINER | ||||
David P. Steiner |
/s/ ANNE R. COLEMAN | ||||
Notary Public |
/s/ PAUL S. WALSH | ||||
Paul S. Walsh |
/s/ ANNE R. COLEMAN | ||||
Notary Public |
/s/ ALAN B. GRAF, JR. | ||||
Alan B. Graf, Jr. |
/s/ ANNE R. COLEMAN | ||||
Notary Public |
/s/ FREDERICK W. SMITH | ||||
Frederick W. Smith |
/s/ JUNE Y. FITZGERALD | ||||
Notary Public |
/s/ JOHN L. MERINO | ||||
John L. Merino |
/s/ CAROL A. WHITFIELD | ||||
Notary Public |
1. | I have reviewed this annual report on Form 10-K of FedEx Corporation (the registrant); | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Frederick W. Smith
|
||
|
||
Chairman, President and
|
||
Chief Executive Officer
|
1. | I have reviewed this annual report on Form 10-K of FedEx Corporation (the registrant); | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Alan B. Graf, Jr.
|
||
|
||
Executive Vice President and
|
||
Chief Financial Officer
|
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of FedEx. |
/s/ Frederick W. Smith
|
||
|
||
Chairman, President and
|
||
Chief Executive Officer
|
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of FedEx. |
/s/ Alan B. Graf, Jr.
|
||
|
||
Executive Vice President and
|
||
Chief Financial Officer
|