þ | QUARTERLY 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
(State or other jurisdiction of incorporation or organization) |
62-1721435
(I.R.S. Employer Identification No.) |
|
942 South Shady Grove Road | ||
Memphis, Tennessee | 38120 | |
(Address of principal executive offices) | (ZIP Code) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Common Stock
Common Stock, par value $0.10 per share |
Outstanding Shares at
September 15, 2010
314,641,838 |
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(IN MILLIONS)
Table of Contents
(IN MILLIONS, EXCEPT SHARE DATA)
Table of Contents
(UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended
August 31,
2010
2009
$
9,457
$
8,009
3,803
3,377
1,327
1,054
601
578
479
495
887
666
517
401
1,215
1,123
8,829
7,694
628
315
(18
)
(18
)
(7
)
(3
)
(25
)
(21
)
603
294
223
113
$
380
$
181
$
1.21
$
0.58
$
1.20
$
0.58
$
0.24
$
0.22
Table of Contents
(UNAUDITED)
(IN MILLIONS)
Three Months Ended
August 31,
2010
2009
$
380
$
181
479
495
31
35
34
35
33
52
38
(52
)
(30
)
242
(160
)
(135
)
(9
)
45
796
898
(1,012
)
(880
)
3
26
(1,009
)
(854
)
(12
)
(508
)
8
7
1
1
(38
)
(34
)
(16
)
(41
)
(550
)
11
3
(243
)
(503
)
1,952
2,292
$
1,709
$
1,789
Table of Contents
(UNAUDITED)
Table of Contents
2010
2009
$
380
$
181
28
9
26
1
$
434
$
191
Table of Contents
2010
2009
$
379
$
180
314
312
$
1.21
$
0.58
$
379
$
180
314
312
1
315
312
$
1.20
$
0.58
11.4
17.5
2010
2009
$
141
$
75
54
22
15
11
$
210
$
108
Postretirement
Pension Plans
Healthcare Plans
2010
2009
2010
2009
$
130
$
104
$
8
$
6
224
206
8
8
(265
)
(239
)
52
4
(1
)
(3
)
$
141
$
75
$
15
$
11
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 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 and Print Services, Inc. (FedEx Office) (document and business services and package acceptance)
FedEx Customer Information Services (FCIS) (customer service, billings and collections)
Table of Contents
Three Months Ended
2010
2009
$
5,912
$
4,924
1,961
1,730
1,258
982
415
451
(89
)
(78
)
$
9,457
$
8,009
$
357
$
104
287
209
(16
)
2
$
628
$
315
Table of Contents
Aircraft-
Aircraft
(1)
Related
(2)
Other
(3)
Total
$
543
$
62
$
686
$
1,291
839
10
178
1,027
622
19
77
718
480
15
495
493
12
505
1,431
143
1,574
(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 August 31, 2010, we entered into an agreement to acquire one MD11
aircraft and expect to take delivery of this aircraft in 2011. This aircraft is not included in the table
above.
(2)
Primarily aircraft modifications.
(3)
Primarily vehicles, facilities, advertising and promotions contracts, and for the remainder of 2011, a total
of $400 million of quarterly contributions to our U.S. Retirement Plans.
B777F
B757
Total
(1)
4
10
14
5
8
13
5
5
3
3
3
3
10
10
30
18
48
(1)
Our obligation to purchase 15 of these aircraft (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 August 31, 2010, we entered into an agreement to acquire
one MD11 aircraft and expect to take delivery of this aircraft in 2011.
This aircraft is not included in the table above.
Table of Contents
Operating Leases
Aircraft
Total
Capital
and Related
Facilities
Operating
Leases
Equipment
and Other
Leases
$
6
$
427
$
962
$
1,389
8
504
1,146
1,650
119
499
986
1,485
2
473
842
1,315
1
455
771
1,226
14
2,003
5,072
7,075
150
$
4,361
$
9,779
$
14,140
21
$
129
Table of Contents
In May 2010, in an Illinois case in which class certification had been denied, the court
granted the three named plaintiffs motion for summary judgment on their claim under the
Illinois wage law, holding that the three plaintiffs were employees under that law. There
have not yet been any rulings on the plaintiffs motion for summary judgment on the
remaining claims in that case. The classification issue is state-law specific and varies
from state to state and from law to law within each state. Accordingly, the courts ruling
in the Illinois case is not binding authority for any of the remaining claims in that case
or for any of the other cases pending in the multidistrict litigation.
In August 2010, in a Kansas case in which class certification had been granted, the
court granted FedEx Grounds motion for summary judgment on the state law claims, holding
that the plaintiffs were independent contractors as a matter of law (the court had
previously dismissed without prejudice the nationwide class claim under the Employee
Retirement Income Security Act of 1974 based on the plaintiffs failure to exhaust
administrative remedies). In the same order, the court asked the parties to submit briefs
in all 27 of the other multidistrict litigation cases that are certified as class actions
(and in which motions for summary judgment on the classification issue are still pending),
explaining how the courts reasoning in the Kansas case applied to those cases.
Table of Contents
2010
2009
$
54
$
70
$
73
$
50
(1
)
(263
)
$
72
$
(213
)
Table of Contents
(UNAUDITED)
August 31, 2010
Table of Contents
May 31, 2010
Table of Contents
(UNAUDITED)
Three Months Ended August 31, 2010
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
$
7,893
$
1,646
$
(82
)
$
9,457
38
3,249
516
3,803
920
432
(25
)
1,327
1
537
64
(1
)
601
432
47
479
841
46
887
483
34
517
(71
)
(92
)
163
32
986
253
(56
)
1,215
7,356
1,555
(82
)
8,829
537
91
628
380
26
(406
)
(24
)
8
(2
)
(18
)
27
(35
)
8
(3
)
(4
)
(7
)
380
532
97
(406
)
603
196
27
223
$
380
$
336
$
70
$
(406
)
$
380
(UNAUDITED)
Three Months Ended August 31, 2009
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
$
6,851
$
1,228
$
(70
)
$
8,009
23
2,893
461
3,377
796
271
(13
)
1,054
1
520
58
(1
)
578
438
57
495
631
35
666
372
29
401
(47
)
27
20
23
930
226
(56
)
1,123
6,607
1,157
(70
)
7,694
244
71
315
181
34
(215
)
(29
)
14
(3
)
(18
)
31
(39
)
8
(2
)
(1
)
(3
)
181
253
75
(215
)
294
88
25
113
$
181
$
165
$
50
$
(215
)
$
181
Table of Contents
(UNAUDITED)
Three Months Ended August 31, 2010
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
19
$
701
$
78
$
(2
)
$
796
(978
)
(34
)
(1,012
)
2
1
3
(976
)
(33
)
(1,009
)
(193
)
211
(18
)
40
(40
)
4
(4
)
(12
)
(12
)
8
8
1
1
(38
)
(38
)
(222
)
243
(62
)
(41
)
8
3
11
(203
)
(24
)
(14
)
(2
)
(243
)
1,310
258
443
(59
)
1,952
$
1,107
$
234
$
429
$
(61
)
$
1,709
(UNAUDITED)
Three Months Ended August 31, 2009
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
164
$
527
$
218
$
(11
)
$
898
(841
)
(39
)
(880
)
26
26
(815
)
(39
)
(854
)
(61
)
200
(139
)
35
(35
)
36
(36
)
(500
)
(8
)
(508
)
7
7
1
1
(34
)
(34
)
(16
)
(16
)
(603
)
263
(210
)
(550
)
1
2
3
(439
)
(24
)
(29
)
(11
)
(503
)
1,768
272
304
(52
)
2,292
$
1,329
$
248
$
275
$
(63
)
$
1,789
Table of Contents
PUBLIC ACCOUNTING FIRM
FedEx Corporation
September 17, 2010
Table of Contents
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.
Table of Contents
Percent
2010
2009
Change
$
9,457
$
8,009
18
628
315
99
6.6
%
3.9
%
270
bp
$
380
$
181
110
$
1.20
$
0.58
107
Revenues
Operating Income
Dollar
Percent
Dollar
Percent
Change
Change
Change
Change
$
988
20
$
253
243
231
13
78
37
276
28
(18
)
(900
)
(36
)
(8
)
(11
)
NM
$
1,448
18
$
313
99
Table of Contents
(1)
Package statistics do not include the operations of FedEx SmartPost.
Table of Contents
(1)
Package statistics do not include the operations of FedEx SmartPost.
Table of Contents
Percent of Revenue
(1)
2010
2009
2010
2009
$
3,803
$
3,377
40.2
%
42.2
%
1,327
1,054
14.0
13.2
601
578
6.4
7.2
479
495
5.1
6.2
887
666
9.4
8.3
517
401
5.5
5.0
1,215
1,123
12.8
14.0
$
8,829
$
7,694
93.4
96.1
6.6
%
3.9
%
(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 changes in fuel surcharges and economic conditions. 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
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 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
Percent
2010
2009
Change
$
1,491
$
1,331
12
432
408
6
661
601
10
2,584
2,340
10
1,974
1,594
24
148
134
10
4,706
4,068
16
523
449
16
406
260
56
70
61
15
999
770
30
Percent of Revenue
(3)
207
86
141
2010
2009
5,912
4,924
20
100.0
%
100.0
%
2,258
2,043
11
38.2
41.5
369
255
45
6.2
5.2
403
385
5
6.8
7.8
255
252
1
4.3
5.1
754
571
32
12.8
11.6
352
261
35
6.0
5.3
513
469
9
8.7
9.5
651
584
11
11.0
11.9
5,555
4,820
15
94.0
%
97.9
%
$
357
$
104
243
6.0
%
2.1
%
390
bp
(1)
International domestic revenues include our international intra-country domestic
express operations.
(2)
Other revenues include FedEx Trade Networks and, beginning in the second quarter of
2010, FedEx SupplyChain Systems.
(3)
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 changes in fuel surcharges and economic conditions. Collectively, these factors
have distorted the comparability of certain of our operating expense captions on a relative basis.
Table of Contents
Percent
2010
2009
Change
1,168
1,128
4
624
617
1
846
823
3
2,638
2,568
3
566
475
19
323
293
10
3,527
3,336
6
$
19.65
$
18.16
8
10.64
10.17
5
12.01
11.23
7
15.07
14.02
7
53.70
51.61
4
7.04
7.05
20.52
18.76
9
6,908
6,584
5
3,027
2,142
41
1,240
1,297
(4
)
11,175
10,023
11
$
1.16
$
1.05
10
2.06
1.87
10
0.87
0.72
21
1.38
1.18
17
(1)
Package and freight statistics include only the operations of FedEx Express.
(2)
International domestic statistics include our international intra-country domestic
express operations.
Table of Contents
2010
2009
7.50
%
1.00
%
10.00
6.50
8.50
3.29
7.50
1.00
14.00
12.00
11.08
7.30
Table of Contents
Percent
Percent of Revenue
2010
2009
Change
2010
2009
$
1,839
$
1,637
12
122
93
31
1,961
1,730
13
100.0
%
100.0
%
307
282
9
15.6
16.3
782
693
13
39.9
40.1
62
58
7
3.2
3.3
82
85
(4
)
4.2
4.9
1
1
0.1
0.1
44
38
16
2.2
2.2
221
184
20
11.3
10.6
175
180
(3
)
8.9
10.4
1,674
1,521
10
85.4
%
87.9
%
$
287
$
209
37
14.6
%
12.1
%
250
bp
3,534
3,311
7
1,100
1,009
9
$
7.99
$
7.60
5
$
1.68
$
1.41
19
Table of Contents
2010
2009
5.50
%
2.75
%
6.00
3.50
5.83
3.00
Table of Contents
Percent
Percent of Revenue
(2)
2010
2009
Change
2010
2009
$
1,258
$
982
28
100.0
%
100.0
%
600
507
18
47.7
51.6
204
118
73
16.2
12.0
34
29
17
2.7
2.9
48
55
(13
)
3.8
5.6
131
94
39
10.4
9.6
46
34
35
3.7
3.5
109
52
110
8.7
5.3
102
91
12
8.1
9.3
1,274
980
30
101.3
%
99.8
%
$
(16
)
$
2
(900
)
(1.3
)%
0.2
%
(150
)bp
91.8
71.4
29
1,134
1,109
2
$
17.32
$
17.87
(3
)
(1)
Certain functions were transferred from the FedEx Freight segment to FedEx Services and FCIS effective August 1, 2009. For 2010, the costs associated with these functions, previously a direct charge, were
allocated to the FedEx Freight segment through intercompany allocations.
(2)
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 changes in
fuel surcharges and economic conditions. Collectively, these factors have distorted the comparability of certain of our operating expense captions on a relative basis.
2010
2009
15.10
%
10.80
%
15.60
13.10
15.40
12.40
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2010
2009
$
380
$
181
577
617
(161
)
100
796
898
(1,012
)
(880
)
3
26
(1,009
)
(854
)
(12
)
(508
)
8
7
(38
)
(34
)
1
(15
)
(41
)
(550
)
11
3
$
(243
)
$
(503
)
Table of Contents
Dollar
Percent
2010
2009
Change
Change
$
747
$
555
$
192
35
70
186
(116
)
(62
)
71
56
15
27
104
56
48
86
20
27
(7
)
(26
)
$
1,012
$
880
$
132
15
844
641
203
32
72
111
(39
)
(35
)
32
67
(35
)
(52
)
64
61
3
5
$
1,012
$
880
$
132
15
Table of Contents
Table of Contents
Payments Due by Fiscal Year (Undiscounted)
(in millions)
2011
(1)
2012
2013
2014
2015
Thereafter
Total
$
1,389
$
1,650
$
1,485
$
1,315
$
1,226
$
7,075
$
14,140
168
176
77
15
12
143
591
84
125
98
97
78
1,737
2,219
400
400
605
849
641
480
493
1,431
4,499
119
2
121
250
300
250
990
1,790
6
8
119
2
1
14
150
$
3,021
$
2,810
$
2,720
$
2,159
$
1,810
$
11,390
$
23,910
(1)
Cash obligations for the remainder of 2011.
(2)
Subsequent to August 31, 2010, we entered into an agreement to acquire one MD11 aircraft and expect to take delivery of this aircraft in 2011. This aircraft is not included in the table above.
Table of Contents
economic conditions in the global markets in which we operate;
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;
Table of Contents
damage to our reputation or loss of brand equity;
disruptions to the Internet or our technology infrastructure, including those impacting our
computer systems and Web site, which can adversely affect shipment levels;
the price and availability of jet and vehicle fuel;
the impact of intense competition on our ability to maintain or increase our prices
(including our fuel surcharges in response to rising fuel costs) or to maintain or grow our
market share;
our ability to manage our cost structure for capital expenditures and operating expenses,
and match it to shifting and future customer volume levels;
our ability to effectively operate, integrate, leverage and grow acquired businesses, and
to continue to support the value we allocate to these acquired businesses, including their
goodwill;
any impacts on our businesses resulting from new domestic or international government laws
and regulation, including regulatory actions affecting global aviation rights, increased air
cargo and other security or safety requirements, and tax, accounting, trade (such as protectionist
measures enacted in response to weak economic conditions), labor (such as card-check
legislation or changes to the Railway Labor Act affecting FedEx Express employees),
environmental (such as climate change legislation) or postal rules;
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;
the impact of costs related to (i) challenges to the status of FedEx Grounds
owner-operators as independent contractors, rather than employees, and (ii) any related
changes to our relationship with these owner-operators;
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;
our ability to maintain good relationships with our employees and prevent attempts by labor
organizations to organize groups of our employees, which could significantly increase our
operating costs and reduce our operational flexibility;
increasing costs, the volatility of costs and funding requirements and other legal mandates
for employee benefits, especially pension and healthcare benefits;
significant changes in the volumes of shipments transported through our networks, customer
demand for our various services or the prices we obtain for our services;
market acceptance of our new service and growth initiatives;
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;
Table of Contents
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;
the outcome of negotiations to reach a new collective bargaining agreement with the union
that represents the pilots of FedEx Express; and
other risks and uncertainties you can find in our press releases and SEC filings, including
the risk factors identified under the heading Risk Factors in Managements Discussion and
Analysis of Results of Operations and Financial Condition in our Annual Report, as updated by
our quarterly reports on Form 10-Q.
Table of Contents
Table of Contents
- 44 -
Exhibit
Number
Description of Exhibit
10.1
10.2
12.1
15.1
31.1
31.2
32.1
32.2
101.1
Table of Contents
- 45 -
FEDEX CORPORATION
Date: September 17, 2010
/s/ JOHN L. MERINO
JOHN L. MERINO
CORPORATE VICE PRESIDENT
AND PRINCIPAL ACCOUNTING OFFICER
Table of Contents
E-1
Exhibit
Number
Description of Exhibit
10.1
10.2
12.1
15.1
31.1
31.2
32.1
32.2
101.1
* | 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. 3157
Supplemental Agreement #9 |
S9-1 |
THE BOEING COMPANY | FEDERAL EXPRESS CORPORATION | |||||||||
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||||||||||
By:
|
/s/ RICHARD R. OCHS | By: | /s/ PHILLIP C. BLUM | |||||||
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||||||||||
|
||||||||||
Its: | Attorney-In-Fact | Its: | VP, 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. |
P.A. 3157
Supplemental Agreement #9 |
S9-2 |
* | 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. |
P.A. 3157
Supplemental Agreement #10 |
S10-1 |
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: | Attorney-In-Fact | Its: | VP, 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. |
P.A. 3157
Supplemental Agreement #10 |
S10-2 |
Delivery Month for | ||
new Aircraft | Manufacturers Serial Number | |
[ * ]
|
[ * ] | |
[ * ] | [ * ] |
* | 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. |
S11-1
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. 11. | |
2. | Customer and Boeing hereby acknowledge and confirm that two (2) new Aircraft with delivery months of [ * ] bearing Manufacturers Serial Number (MSN) [ * ] and of [ * ] bearing [ * ], respectively, are hereby added to the Purchase Agreement and will be considered Block C Aircraft (Block C). | |
3. | Remove and replace, in its entirety, Table 1-C with the revised Table 1-C attached hereto to reflect the addition of the Block C Aircraft bearing MSN [ * ], and to incorporate the delivery date and pricing of the Block C Aircraft bearing MSN [ * ], which Aircraft has been added to the Purchase Agreement by this Supplemental Agreement No. 11. | |
4. | Table 1-C1 attached hereto is hereby added to the Purchase Agreement to reflect the addition of the Block C Aircraft bearing MSN [ * ] and to incorporate the delivery date and pricing of the Block C Aircraft bearing MSN [ * ], which Aircraft has been added to the Purchase Agreement by this Supplemental Agreement No. 11. | |
5. | Exhibit A2 is hereby added to the Purchase Agreement to incorporate an updated Detail Specification and to reflect the Optional Features [ * ] for all Block C Aircraft, including those added by Supplemental Agreement No. 8 and those added by this Supplemental Agreement No. 11, but excluding the Block C Aircraft bearing MSN [ * ]. | |
6. | Exhibit A3 is hereby added to the Purchase Agreement to incorporate a different Detail Specification for the Block C Aircraft bearing MSN [ * ]. | |
7. | Customer and Boeing agree that the two (2) Block C Aircraft added to the Purchase Agreement by this Supplemental Agreement No. 11 will be subject to and benefit from the same terms and conditions as the other Block C Aircraft, except as otherwise expressly set forth herein and except as otherwise may be agreed to in a writing signed by the authorized representatives of the parties. | |
8. | Remove and replace, in its entirety, Letter Agreement FED-PA-LA-1000790 Special Matters for Block C Aircraft with the revised Letter Agreement FED-PA-LA-1000790R1 attached hereto, to reflect the changes made by this Supplemental Agreement No. 11. |
* | 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. |
S11-2
10. | As a result of adding the Block C Aircraft bearing MSN [ * ] and MSN [ * ] to the Purchase Agreement pursuant to this Supplemental Agreement No. 11, [ * ]. | |
11. | [ * ]. | |
12. | [ * ] | |
13. | [ * ] | |
14. | [ * ] | |
15. | [ * ] | |
15.3 On the SA 11 Effective Date, Supplemental Agreement No. 9 and Supplemental Agreement No. 10 to the Purchase Agreement shall be cancelled and become null and void. |
THE BOEING COMPANY | FEDERAL EXPRESS CORPORATION | |||||||
|
||||||||
By:
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/s/ RICHARD R. OCHS | By: | /s/ PHILLIP C. BLUM | |||||
|
||||||||
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Its: | Attorney-In-Fact | Its: | VP, 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. |
S11-3
* | 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 | SA 11 |
1
SA | ||||||
LETTER AGREEMENT | NUMBER | |||||
|
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3157-01
|
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
|
Option Aircraft Attachment to Letter 6-1162-RCN-1789 |
Exercised
in SA # 4 |
||||
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6-1162-RCN-1790
|
Special Matters | |||||
|
||||||
6-1162-RCN-1791
|
Performance Guarantees | 4 | ||||
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6-1162-RCN-1792
|
Liquidated Damages Non-Excusable Delay | |||||
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6-1162-RCN-1793
|
Open Configuration Matters | |||||
|
||||||
6-1162-RCN-1795
|
AGTA Amended Articles | |||||
|
||||||
6-1162-RCN-1796
|
777 First-Look Inspection Program | |||||
|
||||||
6-1162-RCN-1797
|
Licensing and Customer Supplemental Type Certificates | |||||
|
||||||
6-1162-RCN-1798
|
777 Boeing Converted Freighter |
Deleted in
SA # 4 |
||||
|
||||||
6-1162-RCN-1798 R1
|
777 Boeing Converted Freighter | 4 | ||||
|
||||||
6-1162-RCN-1799
|
[ * ] | |||||
|
||||||
6-1162-RRO-1062
|
Option Aircraft | 4 | ||||
|
||||||
6-1162-RRO-1065
|
Performance Guarantees for Block B Aircraft | 4 | ||||
|
||||||
6-1162-RRO-1066
|
Special Matters for Block B Aircraft | 4 | ||||
|
||||||
6-1162-RRO-1067
|
Special Matters for Option Aircraft detailed in Letter Agreement 6-1162-RRO-1062 | 4 | ||||
|
||||||
6-1162-RRO-1068
|
Special Provision Block B Aircraft | 4 | ||||
|
||||||
FED-PALA-1000790R1
|
Special Matters for Block C Aircraft | 11 |
* | 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 | SA 11 |
2
SUPPLEMENTAL AGREEMENTS | DATED AS OF: | |
|
||
Supplemental Agreement No. 1
|
May 12, 2008 | |
|
||
Supplemental Agreement No. 2
|
July 14, 2008 | |
|
||
Supplemental Agreement No. 3
|
December 15, 2008 | |
|
||
Supplemental Agreement No. 4
|
January 9, 2009 | |
|
||
Supplemental Agreement No. 5
|
January 11, 2010 | |
|
||
Supplemental Agreement No. 6
|
March 17, 2010 | |
|
||
Supplemental Agreement No. 7
|
March 17, 2010 | |
|
||
Supplemental Agreement No. 8
|
April 30, 2010 | |
|
||
Supplemental Agreement No. 9
|
June 18, 2010 | |
|
||
Supplemental Agreement No. 10
|
June 18, 2010 | |
|
||
Supplemental Agreement No. 11
|
August 19, 2010 |
P.A. No. 3157 | SA 11 |
3
Airframe Model/MTOW: | 777-Freighter | [ * ] | Detail Specification: |
D019W007FED7F-1, Rev B
dated July 16, 2010 |
||||||||
Engine Model/Thrust:
|
GE90-110B1L | [ * ] | Airframe Price Base Year/Escalation Formula: | Jul-08 | ECI-MFG/CPI | |||||||
Airframe Price:
|
[ * ] | Engine Price Base Year/Escalation Formula: | N/A | N/A | ||||||||
Optional Features:
|
[ * ] | |||||||||||
|
||||||||||||
Sub-Total of Airframe
and Features:
|
[ * ] | Airframe Escalation Data: | ||||||||||
Engine Price (Per Aircraft):
|
[ * ] | Base Year Index (ECI): | 103.1 | |||||||||
Aircraft Basic Price
(Excluding BFE/SPE): |
[ * ] | Base Year Index (CPI): | 208.2 | |||||||||
|
||||||||||||
Buyer Furnished Equipment
(BFE) Estimate:
|
[ * ] | |||||||||||
Seller Purchased Equipment
(SPE) Estimate:
|
[ * ] | |||||||||||
Deposit per Aircraft:
|
[ * ] |
Escalation | Escalation Estimate |
Advance Payment Per Aircraft
(Amts. Due/Mos. Prior to Delivery): |
||||||||||||||||
Delivery | Number of | Factor | Adv Payment Base | At Signing | 24 Mos. | 21/18/15/12/9/6 Mos. | Total | |||||||||||
Date | Aircraft | (Airframe) | Price Per A/P | 1% | 4% | 5% | 35% | |||||||||||
Block C Aircraft
|
||||||||||||||||||
[ * ]
|
1 | [ * ] | [ * ] | MSN[ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] |
Boeing Proprietary | Supplemental Agreement No. 11 |
Page 1
**Airframe Model/MTOW:
|
777-Freighter | [ * ] | Detail Specification: | [ * ] | |||||||||
Engine Model/Thrust:
|
GE90-110B1L | [ * ] | Airframe Price Base Year/Escalation Formula: | Jul-08 | ECI-MFG/CPI | ||||||||
Airframe Price:
|
[ * ] | Engine Price Base Year/Escalation Formula: | N/A | N/A | |||||||||
Optional Features:
|
[ * ] | ||||||||||||
|
|||||||||||||
Sub-Total of Airframe
and Features:
|
[ * ] | Airframe Escalation Data: | |||||||||||
Engine Price (Per Aircraft):
|
[ * ] | Base Year Index (ECI): | 103.1 | ||||||||||
Aircraft Basic Price
(Excluding BFE/SPE): |
[ * ] | Base Year Index (CPI): | 208.2 | ||||||||||
|
|||||||||||||
Buyer Furnished Equipment
(BFE) Estimate:
|
[ * ] | ||||||||||||
Seller Purchased Equipment
(SPE) Estimate:
|
[ * ] | ||||||||||||
Deposit per Aircraft:
|
[ * ] |
Escalation | Escalation Estimate |
Advance Payment Per Aircraft
(Amts. Due/Mos. Prior to Delivery): |
||||||||||||||||
Delivery | Number of | Factor | Adv Payment Base | At Signing | 24 Mos. | 21/18/15/12/9/6 Mos. | Total | |||||||||||
Date | Aircraft | (Airframe) | Price Per A/P | 1% | 4% | 5% | 35% | |||||||||||
Block C Aircraft with [ * ] | ||||||||||||||||||
[ * ]
|
1 | [ * ] | [ * ] | MSN [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] |
Note: | *Option Features for Block C Aircraft with [ * ] are detailed in Exhibit A3 [ * ] |
Boeing Proprietary | Supplemental Agreement No. 11 |
Page 1
Exhibit A2 to | BOEING PROPRIETARY | |||
Purchase Agreement No. 3157 |
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Supplemental Agreement No. 11 | BOEING PROPRIETARY |
Page 1
Exhibit A2 to | BOEING PROPRIETARY | |||
Purchase Agreement No. 3157 |
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Supplemental Agreement No. 11 | BOEING PROPRIETARY |
Page 2
Exhibit A2 to | BOEING PROPRIETARY | |||
Purchase Agreement No. 3157 |
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Supplemental Agreement No. 11 | BOEING PROPRIETARY |
Page 3
* | 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. |
Exhibit A3 to | BOEING PROPRIETARY | |||
Purchase Agreement No. 3157 |
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Supplemental Agreement No. 11 | BOEING PROPRIETARY |
Page 1
Exhibit A3 to | BOEING PROPRIETARY | |||
Purchase Agreement No. 3157 |
[ * ] | [ * ] | [ * ] | ||
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Supplemental Agreement No. 11 | BOEING PROPRIETARY |
Page 2
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: August 19, 2010 FEDERAL EXPRESS CORPORATION |
||||
By | /s/ PHILLIP C. BLUM | |||
Its | VP, Aircraft Acquisitions & SAO | |||
Serial | Current Delivery | Revised | ||
Serial Number | Month per SA # 8 | Delivery Month | ||
[ * ] | [ * ] | [ * ] |
* | 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. |
S13-1
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. 13. | |
2. | Remove and replace, in its entirety, Table 1-C to the Purchase Agreement with the revised Table 1-C attached hereto to reflect changes relating to the Rescheduled Aircraft. | |
3. | Customer and Boeing hereby acknowledge and confirm that Letter Agreement 6-1162-RRO-1144 is hereby deleted and replaced in its entirety with Letter Agreement 6-1162-RRO-1144R1. | |
4. | Boeings offer to re-schedule the Rescheduled Aircraft [ * ] will expire on August 27, 2010, if not accepted by written notice by such date. |
THE BOEING COMPANY | FEDERAL EXPRESS CORPORATION | |||||||||||||
|
||||||||||||||
By: | /s/ RICHARD R. OCHS | By: | /s/ PHILLIP C. BLUM | |||||||||||
Its:
|
Attorney-In-Fact | Its: | VP, 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. |
S13-2
* | 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. |
P.A. No. 3157 | SA 13 |
1
SA | ||||||
LETTER AGREEMENT | NUMBER | |||||
|
||||||
3157-01
|
777 Spare Parts Initial Provisioning | |||||
|
||||||
3157-02
|
Demonstration Flight Waiver | |||||
|
||||||
6-1162-RCN-1785
|
[ * ] | |||||
|
||||||
6-1162-RCN-1789
|
Option Aircraft Attachment to Letter 6-1162-RCN-1789 |
Exercised
in SA # 4 |
||||
|
||||||
6-1162-RCN-1790
|
Special Matters | |||||
|
||||||
6-1162-RCN-1791
|
Performance Guarantees | 4 | ||||
|
||||||
6-1162-RCN-1792
|
Liquidated Damages Non-Excusable Delay | |||||
|
||||||
6-1162-RCN-1793
|
Open Configuration Matters | |||||
|
||||||
6-1162-RCN-1795
|
AGTA Amended Articles | |||||
|
||||||
6-1162-RCN-1796
|
777 First-Look Inspection Program | |||||
|
||||||
6-1162-RCN-1797
|
Licensing and Customer Supplemental Type Certificates | |||||
|
||||||
6-1162-RCN-1798
|
777 Boeing Converted Freighter |
Deleted in
SA # 4 |
||||
|
||||||
6-1162-RCN-1798 R1
|
777 Boeing Converted Freighter | 4 | ||||
|
||||||
6-1162-RCN-1799
|
[ * ] | |||||
|
||||||
6-1162-RRO-1062
|
Option Aircraft | 4 | ||||
|
||||||
6-1162-RRO-1065
|
Performance Guarantees for Block B Aircraft | 4 | ||||
|
||||||
6-1162-RRO-1066R1
|
Special Matters for Block B Aircraft | 4 | ||||
|
||||||
6-1162-RRO-1067
|
Special Matters for Option Aircraft detailed in Letter Agreement 6-1162-RRO-1062 | 4 | ||||
|
||||||
6-1162-RRO-1068
|
Special Provision Block B Aircraft | 4 | ||||
|
||||||
FED-PALA-1000790R1
|
Special Matters for Block C Aircraft | 11 | ||||
|
||||||
[ * ]
|
[ * ] | [ * ] |
* | 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 | SA 13 |
2
SUPPLEMENTAL AGREEMENTS | DATED AS OF: | |
|
||
Supplemental Agreement No. 1
|
May 12, 2008 | |
|
||
Supplemental Agreement No. 2
|
July 14, 2008 | |
|
||
Supplemental Agreement No. 3
|
December 15, 2008 | |
|
||
Supplemental Agreement No. 4
|
January 9, 2009 | |
|
||
Supplemental Agreement No. 5
|
January 11, 2010 | |
|
||
Supplemental Agreement No. 6
|
March 17, 2010 | |
|
||
Supplemental Agreement No. 7
|
March 17, 2010 | |
|
||
Supplemental Agreement No. 8
|
April 30, 2010 | |
|
||
Supplemental Agreement No. 9
|
June 18, 2010 | |
|
||
Supplemental Agreement No. 10
|
June 18, 2010 | |
|
||
Supplemental Agreement No. 11
|
August 19, 2010 | |
|
||
[ * ]
|
[ * ] | |
|
||
Supplemental Agreement No. 13
|
August 27, 2010 |
* | 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 | SA 13 |
3
Airframe Model/MTOW: | 777-Freighter | [ * ] | Detail Specification: |
D019W007FED7F-1, Rev B
dated July 16, 2010 |
||||||
Engine Model/Thrust:
|
GE90-110B1L | [ * ] | Airframe Price Base Year/Escalation Formula: | Jul-08 | ECI-MFG/CPI | |||||
Airframe Price:
|
[ * ] | Engine Price Base Year/Escalation Formula: | N/A | N/A | ||||||
Optional Features:
|
[ * ] | |||||||||
|
||||||||||
Sub-Total of Airframe and Features:
|
[ * ] | Airframe Escalation Data: | ||||||||
Engine Price (Per Aircraft):
|
[ * ] | Base Year Index (ECI): | 103.1 | |||||||
Aircraft Basic Price (Excluding BFE/SPE):
|
[ * ] | Base Year Index (CPI): | 208.2 | |||||||
|
||||||||||
Buyer Furnished Equipment (BFE) Estimate:
|
[ * ] | |||||||||
Seller Purchased Equipment (SPE) Estimate:
|
[ * ] | |||||||||
Deposit per Aircraft:
|
[ * ] |
Escalation | Escalation Estimate |
Advance Payment Per Aircraft
(Amts. Due/Mos. Prior to Delivery): |
||||||||||||||||||||||||||||||||||
Delivery | Number of | Factor | Adv Payment Base | At Signing | 24 Mos. | 21/18/15/12/9/6 Mos. | Total | |||||||||||||||||||||||||||||
Date | Aircraft | (Airframe) | Price Per A/P | 1% | 4% | 5% | 35% | |||||||||||||||||||||||||||||
Block C Aircraft
|
||||||||||||||||||||||||||||||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||||||||||||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | ||||||||||||||||||||||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | ||||||||||||||||||||||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | ||||||||||||||||||||||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] |
1. | Inclusion of Aircraft with MSN [ * ] and MSN [ * ] [shown on Table 1-C1] into the Purchase Agreement is strictly contingent upon SA # 11, becoming effective | ||
2. | Optional Features for Block C Aircraft with MSN [ * ] are detailed in Exhibit A3 |
1. | Boeing and Customer have agreed that Boeing will retain any pre-paid advance payments that may result from the acceleration of MSN [ * ]. Such amount will continue to be treated under the Purchase Agreement as advance payments, except that Boeing will apply such amount, in whole or in part, to future advance payment(s) by Customer becoming due under the Purchase Agreement subsequent to the date of Supplemental Agreement No. 13 |
Boeing Proprietary | Supplemental Agreement No. 13 |
Page 1
Attention:
|
Mr. Kevin Burkhart
Managing Director Aircraft Acquisitions & Sales |
|
|
||
Subject:
|
[ * ] | |
|
||
Reference:
|
Supplemental Agreement No. 8 and No. 13 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) |
* | 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 |
FEDERAL EXPRESS CORPORATION
|
||||
By | /s/ PHILLIP C. BLUM | |||
Its | VP, Aircraft Acquisitions & SAO | |||
RE: |
Transportation Agreement dated July 31, 2006 (the Transportation Agreement)
between the United States Postal Service (the USPS) and Federal Express Corporation (FedEx) Change in Conversion Factor |
* |
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.
|
By:
|
/s/ GREGORY BAYNE | |
|
||
Its:
|
Contractor Officer | |
|
The USPS | |
|
||
cc:
|
Mary Taylor | |
|
William J. Jones |
Three Months Ended | ||||||||||||||||||||||||||||
August 31, | Year Ended May 31, | |||||||||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Earnings:
|
||||||||||||||||||||||||||||
Income before income taxes
|
$ | 603 | $ | 294 | $ | 1,894 | $ | 677 | $ | 2,016 | $ | 3,215 | $ | 2,899 | ||||||||||||||
Add back:
|
||||||||||||||||||||||||||||
Interest expense, net of capitalized
interest
|
19 | 21 | 79 | 85 | 98 | 136 | 142 | |||||||||||||||||||||
Amortization of debt issuance costs
|
4 | 2 | 14 | 5 | 5 | 6 | 5 | |||||||||||||||||||||
Portion of rent expense representative
of interest factor
|
203 | 191 | 806 | 795 | 784 | 766 | 842 | |||||||||||||||||||||
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Earnings as adjusted
|
$ | 829 | $ | 508 | $ | 2,793 | $ | 1,562 | $ | 2,903 | $ | 4,123 | $ | 3,888 | ||||||||||||||
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Fixed Charges:
|
||||||||||||||||||||||||||||
Interest expense, net of capitalized
interest
|
$ | 19 | $ | 21 | $ | 79 | $ | 85 | $ | 98 | $ | 136 | $ | 142 | ||||||||||||||
Capitalized interest
|
21 | 22 | 80 | 71 | 50 | 34 | 33 | |||||||||||||||||||||
Amortization of debt issuance costs
|
4 | 2 | 14 | 5 | 5 | 6 | 5 | |||||||||||||||||||||
Portion of rent expense representative
of interest factor
|
203 | 191 | 806 | 795 | 784 | 766 | 842 | |||||||||||||||||||||
|
||||||||||||||||||||||||||||
|
$ | 247 | $ | 236 | $ | 979 | $ | 956 | $ | 937 | $ | 942 | $ | 1,022 | ||||||||||||||
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Ratio of Earnings to Fixed Charges
|
3.4 | 2.2 | 2.9 | 1.6 | 3.1 | 4.4 | 3.8 | |||||||||||||||||||||
|
1. | I have reviewed this quarterly report on Form 10-Q 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
|
||
Frederick W. Smith
Chairman, President and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q 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.
|
||
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
|
||
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 |