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 | 62-1721435 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
942 South Shady Grove Road | ||
Memphis, Tennessee | 38120 | |
(Address of principal executive offices) | (ZIP Code) |
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 | Outstanding Shares at December 14, 2011 | |
Common Stock, par value $0.10 per share | 314,484,094 |
PAGE | ||||||||
ITEM 1. Financial Statements
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PART II. OTHER INFORMATION
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EX-31.1 | ||||||||
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EX-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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- 45 -
(IN MILLIONS)
November 30,
2011
May 31,
(Unaudited)
2011
$
1,896
$
2,328
4,837
4,581
440
437
628
610
367
329
8,168
8,285
35,399
33,686
18,690
18,143
16,709
15,543
2,399
2,326
1,176
1,231
3,575
3,557
$
28,452
$
27,385
Table of Contents
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT SHARE DATA)
Table of Contents
(UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended
Six Months Ended
November 30,
November 30,
2011
2010
2011
2010
$
10,587
$
9,632
$
21,108
$
19,089
3,982
3,779
7,986
7,582
1,576
1,390
3,094
2,717
623
628
1,243
1,229
518
502
1,027
981
1,200
938
2,444
1,825
511
473
1,062
990
67
67
1,397
1,386
2,735
2,601
9,807
9,163
19,591
17,992
780
469
1,517
1,097
(7
)
(23
)
(18
)
(41
)
4
(9
)
2
(16
)
(3
)
(32
)
(16
)
(57
)
777
437
1,501
1,040
280
154
540
377
$
497
$
283
$
961
$
663
$
1.57
$
0.90
$
3.04
$
2.11
$
1.57
$
0.89
$
3.02
$
2.09
$
0.13
$
0.12
$
0.39
$
0.36
Table of Contents
(UNAUDITED)
(IN MILLIONS)
Six Months Ended
November 30,
2011
2010
$
961
$
663
1,027
981
84
66
60
56
278
140
(291
)
(79
)
(44
)
(53
)
119
253
(26
)
(16
)
2,168
2,011
(2,217
)
(2,059
)
(114
)
15
7
(2,316
)
(2,052
)
(18
)
(12
)
32
25
5
4
(82
)
(76
)
(197
)
(260
)
(59
)
(24
)
25
(432
)
(75
)
2,328
1,952
$
1,896
$
1,877
Table of Contents
(UNAUDITED)
Table of Contents
Three Months Ended
2011
2010
$
497
$
283
(110
)
44
30
26
$
417
$
353
Six Months Ended
2011
2010
$
961
$
663
(91
)
72
60
52
$
930
$
787
Table of Contents
Three Months Ended
Six Months Ended
2011
2010
2011
2010
$
495
$
282
$
959
$
661
315
314
316
314
$
1.57
$
0.90
$
3.04
$
2.11
$
495
$
282
$
959
$
661
315
314
316
314
1
2
1
2
316
316
317
316
$
1.57
$
0.89
$
3.02
$
2.09
14.2
11.2
13.7
11.3
(1)
Net earnings available to participating securities were immaterial in all periods presented.
Three Months Ended
Six Months Ended
2011
2010
2011
2010
$
132
$
134
$
264
$
275
81
51
167
105
17
15
35
30
$
230
$
200
$
466
$
410
Table of Contents
Three Months Ended
Six Months Ended
2011
2010
2011
2010
$
149
$
130
$
297
$
260
244
225
488
449
(309
)
(265
)
(618
)
(530
)
48
44
97
96
$
132
$
134
$
264
$
275
Three Months Ended
Six Months Ended
2011
2010
2011
2010
$
9
$
7
$
18
$
15
9
9
18
17
(1
)
(1
)
(1
)
(2
)
$
17
$
15
$
35
$
30
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 freight transportation)
FedEx Custom Critical (time-critical transportation)
FedEx Services (sales, marketing and information technology functions)
FedEx TechConnect (customer service, technical support, billings and collections)
FedEx Office (document and business services and package acceptance)
Table of Contents
Table of Contents
Three Months Ended
Six Months Ended
2011
2010
2011
2010
$
6,583
$
5,992
$
13,175
$
11,904
2,339
2,077
4,617
4,038
1,325
1,221
2,653
2,479
427
434
838
849
(87
)
(92
)
(175
)
(181
)
$
10,587
$
9,632
$
21,108
$
19,089
$
342
$
264
$
630
$
621
398
296
805
583
40
(91
)
82
(107
)
$
780
$
469
$
1,517
$
1,097
Aircraft and
Aircraft Related
Other
(1)
Total
$
389
$
435
$
824
983
128
1,111
780
57
837
555
31
586
580
40
620
3,225
130
3,355
(1)
Primarily vehicles, facilities, advertising and promotions contracts, and for
the remainder of 2012, a total of $291 million of required quarterly contributions to
our U.S. Pension Plans.
Table of Contents
B777F
(1)
B757
Total
2
8
10
4
6
10
7
7
3
3
3
3
9
9
28
14
42
(1)
Reflects the deferral during the second quarter of 2012 of
the delivery of two B777F aircraft from 2013 to after 2016.
Operating Leases
Aircraft
Total
Capital
and Related
Facilities
Operating
Leases
Equipment
and Other
Leases
$
15
$
370
$
691
$
1,061
120
499
1,286
1,785
2
473
1,119
1,592
2
455
988
1,443
1
458
813
1,271
13
1,545
5,179
6,724
153
$
3,800
$
10,076
$
13,876
13
$
140
Table of Contents
Table of Contents
Table of Contents
2011
2010
$
23
$
45
$
276
$
340
(6
)
(11
)
$
270
$
329
Table of Contents
(UNAUDITED)
November 30, 2011
Table of Contents
May 31, 2011
Table of Contents
(UNAUDITED)
Three Months Ended November 30, 2011
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
$
9,001
$
1,660
$
(74
)
$
10,587
28
3,506
448
3,982
1,122
482
(28
)
1,576
1
557
67
(2
)
623
1
480
37
518
1,181
19
1,200
486
25
511
(53
)
(135
)
188
23
1,156
262
(44
)
1,397
8,353
1,528
(74
)
9,807
648
132
780
497
80
(577
)
(19
)
11
1
(7
)
21
(27
)
6
(2
)
(1
)
7
4
497
711
146
(577
)
777
202
78
280
$
497
$
509
$
68
$
(577
)
$
497
(UNAUDITED)
Three Months Ended November 30, 2010
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
$
8,002
$
1,718
$
(88
)
$
9,632
26
3,216
537
3,779
970
447
(27
)
1,390
1
564
64
(1
)
628
443
59
502
891
47
938
440
33
473
17
50
67
(58
)
(80
)
138
31
1,137
278
(60
)
1,386
7,598
1,653
(88
)
9,163
404
65
469
283
23
(306
)
(23
)
1
(1
)
(23
)
28
(34
)
6
(5
)
(3
)
(1
)
(9
)
283
391
69
(306
)
437
138
16
154
$
283
$
253
$
53
$
(306
)
$
283
Table of Contents
(UNAUDITED)
Six Months Ended November 30, 2011
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
$
18,008
$
3,244
$
(144
)
$
21,108
61
7,037
888
7,986
2,202
946
(54
)
3,094
2
1,112
132
(3
)
1,243
1
951
75
1,027
2,405
39
2,444
1,014
48
1,062
(111
)
(225
)
336
47
2,281
494
(87
)
2,735
16,777
2,958
(144
)
19,591
1,231
286
1,517
961
151
(1,112
)
(39
)
19
2
(18
)
42
(55
)
13
(3
)
(3
)
8
2
961
1,343
309
(1,112
)
1,501
417
123
540
$
961
$
926
$
186
$
(1,112
)
$
961
(UNAUDITED)
Six Months Ended November 30, 2010
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
$
15,895
$
3,364
$
(170
)
$
19,089
64
6,465
1,053
7,582
1,890
879
(52
)
2,717
2
1,101
128
(2
)
1,229
875
106
981
1,732
93
1,825
923
67
990
17
50
67
(129
)
(172
)
301
63
2,123
531
(116
)
2,601
14,954
3,208
(170
)
17,992
941
156
1,097
663
49
(712
)
(47
)
9
(3
)
(41
)
55
(69
)
14
(8
)
(7
)
(1
)
(16
)
663
923
166
(712
)
1,040
334
43
377
$
663
$
589
$
123
$
(712
)
$
663
Table of Contents
(UNAUDITED)
Six Months Ended November 30, 2011
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
135
$
1,814
$
248
$
(29
)
$
2,168
(1
)
(2,161
)
(55
)
(2,217
)
(114
)
(114
)
15
15
(1
)
(2,146
)
(169
)
(2,316
)
(481
)
484
(3
)
21
(21
)
(18
)
(18
)
32
32
5
5
(82
)
(82
)
(197
)
(197
)
(16
)
16
(723
)
471
(8
)
(260
)
(6
)
(18
)
(24
)
(589
)
133
53
(29
)
(432
)
1,589
279
546
(86
)
2,328
$
1,000
$
412
$
599
$
(115
)
$
1,896
(UNAUDITED)
Six Months Ended November 30, 2010
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
(6
)
$
1,755
$
259
$
3
$
2,011
(1
)
(1,968
)
(90
)
(2,059
)
6
1
7
(1
)
(1,962
)
(89
)
(2,052
)
(94
)
100
(6
)
113
(113
)
5
(5
)
(12
)
(12
)
25
25
4
4
(76
)
(76
)
(141
)
206
(124
)
(59
)
11
14
25
(148
)
10
60
3
(75
)
1,310
258
443
(59
)
1,952
$
1,162
$
268
$
503
$
(56
)
$
1,877
Table of Contents
PUBLIC ACCOUNTING FIRM
FedEx Corporation
December 16, 2011
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
Three Months Ended
Percent
Six Months Ended
Percent
2011
2010
Change
2011
2010
Change
$
10,587
$
9,632
10
$
21,108
$
19,089
11
780
469
66
1,517
1,097
38
7.4
%
4.9
%
250
bp
7.2
%
5.7
%
150
bp
$
497
$
283
76
$
961
$
663
45
$
1.57
$
0.89
76
$
3.02
$
2.09
44
Change in
Percent change in
Change in
Percent change in
Operating Income
Operating Income
Revenues
Revenue
(Loss)
(Loss)
Three
Six
Three
Six
Three
Six
Three
Six
Months
Months
Months
Months
Months
Months
Months
Months
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
$
591
$
1,271
10
11
$
78
$
9
30
1
262
579
13
14
102
222
34
38
104
174
9
7
131
189
144
177
(7
)
(11
)
(2
)
(1
)
5
6
NM
NM
$
955
$
2,019
10
11
$
311
$
420
66
38
Table of Contents
(1)
Includes international domestic operations of a February 2011 business
acquisition in India and a July 2011 business acquisition in Mexico.
(2)
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
Three Months Ended
Six Months Ended
2011
2010
2011
2010
$
3,982
$
3,779
$
7,986
$
7,582
1,576
1,390
3,094
2,717
623
628
1,243
1,229
518
502
1,027
981
1,200
938
2,444
1,825
511
473
1,062
990
67
67
1,397
1,386
2,735
2,601
$
9,807
$
9,163
$
19,591
$
17,992
(1)
Represents charges associated with the combination of FedEx Freight and
FedEx National LTL operations, effective January 30, 2011.
Percent of Revenue
Percent of Revenue
Three
Three
Six
Six
Months
Months
Months
Months
Ended
Ended
Ended
Ended
2011
2010
2011
2010
37.6
%
39.2
%
37.8
%
39.7
%
14.9
14.4
14.7
14.2
5.9
6.5
5.9
6.4
4.9
5.2
4.9
5.2
11.3
9.8
11.6
9.6
4.8
4.9
5.0
5.2
0.7
0.4
13.2
14.4
12.9
13.6
92.6
95.1
92.8
94.3
7.4
%
4.9
%
7.2
%
5.7
%
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 freight transportation)
FedEx Custom Critical (time-critical transportation)
FedEx Services (sales, marketing and information technology functions)
FedEx TechConnect (customer service, technical support, billings and
collections)
FedEx Office (document and business services and package acceptance)
Table of Contents
Three Months Ended
Percent
Six Months Ended
Percent
2011
2010
Change
2011
2010
Change
$
1,623
$
1,489
9
$
3,263
$
2,980
9
421
416
1
872
848
3
731
666
10
1,462
1,327
10
2,775
2,571
8
5,597
5,155
9
2,171
2,009
8
4,369
3,983
10
217
165
32
424
313
35
5,163
4,745
9
10,390
9,451
10
628
530
18
1,219
1,053
16
470
435
8
919
841
9
74
69
7
151
139
9
1,172
1,034
13
2,289
2,033
13
248
213
16
496
420
18
6,583
5,992
10
13,175
11,904
11
2,377
2,253
6
4,790
4,511
6
448
388
15
897
757
18
421
427
(1
)
844
830
2
288
265
9
570
520
10
1,039
802
30
2,116
1,556
36
354
320
11
734
672
9
548
512
7
1,096
1,025
7
766
761
(3)
1
1,498
1,412
(3)
6
6,241
5,728
9
12,545
11,283
11
$
342
$
264
30
$
630
$
621
1
5.2
%
4.4
%
80
bp
4.8
%
5.2
%
(40
)bp
(1)
International domestic revenues include our international intra-country express
operations, including our February 2011 business acquisition in India and our July 2011
business acquisition in Mexico.
(2)
Other revenues include FedEx Trade Networks and FedEx SupplyChain Systems.
(3)
Includes a $66 million legal reserve associated with the ATA Airlines
lawsuit.
Table of Contents
Percent of Revenue
Percent of Revenue
Three
Three
Six
Six
Months
Months
Months
Months
Ended
Ended
Ended
Ended
2011
2010
2011
2010
36.1
%
37.6
%
36.3
%
37.9
%
6.8
6.5
6.8
6.3
6.4
7.1
6.4
7.0
4.4
4.4
4.3
4.4
15.8
13.4
16.1
13.1
5.4
5.3
5.6
5.6
8.3
8.6
8.3
8.6
11.6
12.7
(1)
11.4
11.9
(1)
94.8
95.6
95.2
94.8
5.2
%
4.4
%
4.8
%
5.2
%
(1)
Includes a $66 million legal reserve associated with the ATA Airlines
lawsuit.
Three Months Ended
Percent
Six Months Ended
Percent
2011
2010
Change
2011
2010
Change
1,168
1,196
(2
)
1,151
1,182
(3
)
582
626
(7
)
589
625
(6
)
838
865
(3
)
834
855
(2
)
2,588
2,687
(4
)
2,574
2,662
(3
)
569
585
(3
)
556
575
(3
)
529
354
49
486
339
43
3,686
3,626
2
3,616
3,576
1
$
22.05
$
19.75
12
$
22.15
$
19.70
12
11.48
10.54
9
11.56
10.59
9
13.84
12.24
13
13.70
12.12
13
17.01
15.19
12
16.99
15.13
12
60.56
54.54
11
61.42
54.12
13
6.51
7.39
(12
)
6.81
7.22
(6
)
22.23
20.77
7
22.45
20.65
9
7,630
7,459
2
7,295
7,179
2
3,451
3,320
4
3,289
3,171
4
1,213
1,243
(2
)
1,188
1,242
(4
)
12,294
12,022
2
11,772
11,592
2
$
1.31
$
1.13
16
$
1.31
$
1.15
14
2.16
2.08
4
2.18
2.07
5
0.97
0.88
10
0.99
0.87
14
1.51
1.36
11
1.52
1.37
11
(1)
Package and freight statistics include only the operations of FedEx Express.
(2)
International domestic statistics include our international intra-country express
operations, including our February 2011 business acquisition in India and our July 2011
business acquisition in Mexico.
Table of Contents
Three Months Ended
Six Months Ended
2011
2010
2011
2010
14.00
%
7.00
%
14.00
%
7.00
%
15.50
8.50
16.50
10.00
14.67
7.82
15.10
8.17
14.00
7.00
14.00
7.00
21.00
13.50
23.00
14.00
17.33
10.59
17.63
10.83
Table of Contents
Three Months Ended
Percent
Six Months Ended
Percent
2011
2010
Change
2011
2010
Change
$
2,143
$
1,916
12
$
4,259
$
3,755
13
196
161
22
358
283
27
2,339
2,077
13
4,617
4,038
14
362
318
14
713
625
14
933
845
10
1,819
1,627
12
72
67
7
138
129
7
94
83
13
187
165
13
5
3
NM
7
4
NM
43
42
2
87
86
1
245
227
8
486
448
8
187
196
(5
)
375
371
1
1,941
1,781
9
3,812
3,455
10
$
398
$
296
34
$
805
$
583
38
17.0
%
14.3
%
270
bp
17.4
%
14.4
%
300
bp
3,979
3,843
4
3,849
3,686
4
1,737
1,484
17
1,573
1,287
22
$
8.53
$
7.89
8
$
8.62
$
7.94
9
$
1.79
$
1.72
4
$
1.78
$
1.70
5
Percent of Revenue
Percent of Revenue
Three
Three
Six
Six
Months
Months
Months
Months
Ended
Ended
Ended
Ended
2011
2010
2011
2010
15.5
%
15.3
%
15.4
%
15.5
%
39.9
40.7
39.4
40.3
3.1
3.2
3.0
3.2
4.0
4.0
4.1
4.1
0.2
0.1
0.2
0.1
1.8
2.0
1.9
2.1
10.5
10.9
10.5
11.1
8.0
9.5
8.1
9.2
83.0
85.7
82.6
85.6
17.0
%
14.3
%
17.4
%
14.4
%
Table of Contents
Three Months Ended
Six Months Ended
2011
2010
2011
2010
8.50
%
5.50
%
8.50
%
5.50
%
8.50
6.00
9.50
6.00
8.50
5.66
8.90
5.74
Table of Contents
Three Months Ended
Percent
Six Months Ended
Percent
2011
2010
Change
2011
2010
Change
$
1,325
$
1,221
9
$
2,653
$
2,479
7
577
584
(1
)
1,155
1,184
(2
)
221
185
19
428
389
10
29
31
(6
)
57
65
(12
)
44
62
(29
)
88
110
(20
)
156
133
17
321
264
22
48
45
7
98
91
8
67
NM
67
NM
108
108
217
217
102
97
5
207
199
4
1,285
1,312
(2
)
2,571
2,586
(1
)
$
40
$
(91
)
144
$
82
$
(107
)
177
3.0
%
(7.5
)%
1,050
bp
3.1
%
(4.3
)%
740
bp
86.8
89.4
(3
)
85.8
90.6
(5
)
1,147
1,115
3
1,152
1,125
2
$
19.79
$
18.27
8
$
19.54
$
17.77
10
(1)
Includes severance, impairment and other charges associated with
the combination of FedEx Freight and FedEx National LTL operations, which was effective
January 30, 2011.
Table of Contents
Percent of Revenue
Percent of Revenue
Three
Three
Six
Six
Months
Months
Months
Months
Ended
Ended
Ended
Ended
2011
2010
2011
2010
43.5
%
47.8
%
43.5
%
47.8
%
16.7
15.2
16.1
15.7
2.2
2.5
2.2
2.6
3.3
5.1
3.3
4.4
11.8
10.9
12.1
10.6
3.6
3.7
3.7
3.7
5.5
2.7
8.2
8.9
8.2
8.8
7.7
7.9
7.8
8.0
97.0
107.5
96.9
104.3
3.0
%
(7.5
)%
3.1
%
(4.3
)%
(1)
Includes severance, impairment and other charges associated with the
combination of FedEx Freight and FedEx National LTL operations, which was effective January 30,
2011.
Three Months Ended
Six Months Ended
2011
2010
2011
2010
22.20
%
15.30
%
19.80
%
15.10
%
23.70
16.40
23.70
16.40
22.80
15.80
22.90
15.60
Table of Contents
2011
2010
$
961
$
663
1,449
1,243
(242
)
105
2,168
2,011
(2,217
)
(2,059
)
(114
)
15
7
(2,316
)
(2,052
)
(18
)
(12
)
32
25
(82
)
(76
)
(197
)
5
4
(260
)
(59
)
(24
)
25
$
(432
)
$
(75
)
Table of Contents
Percent Change
2011/2010
Three Months Ended
Six Months Ended
Three Months
Six Months
2011
2010
2011
2010
Ended
Ended
$
515
$
660
$
1,215
$
1,407
(22
)
(14
)
163
133
257
203
23
27
235
92
410
195
155
110
125
124
253
196
1
29
69
38
82
58
82
41
$
1,107
$
1,047
$
2,217
$
2,059
6
8
754
760
1,626
1,604
(1
)
1
160
119
254
191
34
33
91
59
120
91
54
32
102
108
216
172
(6
)
26
1
1
1
$
1,107
$
1,047
$
2,217
$
2,059
6
8
Table of Contents
Table of Contents
Payments Due by Fiscal Year (Undiscounted)
(in millions)
2012
(1)
2013
2014
2015
2016
Thereafter
Total
$
1,061
$
1,785
$
1,592
$
1,443
$
1,271
$
6,724
$
13,876
92
109
41
25
37
130
434
63
98
97
78
78
1,659
2,073
291
291
389
983
780
555
580
3,225
6,512
53
19
16
6
3
97
300
250
989
`
1,539
15
120
2
2
1
13
153
$
1,964
$
3,414
$
2,778
$
2,109
$
1,970
$
12,740
$
24,975
(1)
Cash obligations for the remainder of 2012.
(2)
Reflects the deferral during the second quarter of 2012
of the delivery of two B777F aircraft from 2013 to after 2016.
Table of Contents
Table of Contents
economic conditions in the global markets in which we operate;
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 our operations and reputation among
customers;
the price and availability of jet and vehicle fuel;
our ability to manage our cost structure for capital expenditures and operating expenses,
and match it to shifting and future customer volume levels;
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 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;
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;
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 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 pilot 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 global climate change legislation) or postal rules;
adverse weather conditions or localized natural disasters in key geographic areas, 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;
increasing costs, the volatility of costs and funding requirements and other legal mandates
for employee benefits, especially pension and healthcare benefits;
Table of Contents
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;
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 outcome of future negotiations to reach new collective bargaining agreements
including with the union that represents the pilots of FedEx Express (the current pilot
contract is scheduled to become amendable in March 2013 unless the union exercises its option
to shorten the contract, in which case the agreement would be amendable in March 2012);
any impact on our business from disruptions or modifications in service by the USPS, which
is a significant customer and vendor of FedEx, as a consequence of the USPSs current
financial difficulties or any resulting structural changes to its operations, network, service
offerings or pricing;
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;
widespread outbreak of an illness or any other communicable disease, or any other public
health crisis;
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;
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; 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
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Item 4.
Controls and Procedures
Table of Contents
- 46 -
- 47 -
Total Number of
Maximum
Shares Purchased
Number of
as Part of
Shares That May
Publicly
Yet Be Purchased
Total Number of
Average Price
Announced
Under the
Period
Shares Purchased
Paid per Share
Programs
Programs
2,820,000
$
69.99
2,820,000
2,888,000
2,888,000
2,888,000
2,820,000
$
69.99
2,820,000
Table of Contents
Exhibit
Number
Description of Exhibit
10.1
10.2
10.3
12.1
15.1
31.1
31.2
32.1
32.2
101.1
Table of Contents
- 48 -
FEDEX CORPORATION
Date: December 16, 2011
/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
10.3
12.1
15.1
31.1
31.2
32.1
32.2
101.1
| a quarterly retainer of $20,000; | |
| $2,000 for each in-person Board meeting attended; and | |
| $2,000 for each in-person committee meeting attended. |
Manufacturers | Current Delivery | Revised Delivery | ||||
Serial | Dates of | Dates of Affected | ||||
Number (MSN) | Table | Affected Aircraft | Aircraft | |||
[ * ] | Table 1-D | [ * ] | [ * ] | |||
[ * ] | Table 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. No. 3157 | 1 | SA 19 | ||
BOEING PROPRIETARY |
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. 19. |
2. | Remove and replace, in its entirety, the Table 1 with the revised Table 1 attached hereto to reflect the delivery date, pricing and advance payments as a result of rescheduling the Affected Aircraft bearing MSN [ * ]. |
3. | Remove and replace, in its entirety, the Table 1-D with the revised Table 1-D attached hereto to reflect the delivery date, pricing and advance payments as a result of the rescheduling the Affected Aircraft bearing MSN [ * ]. |
4. | Customer and Boeing hereby acknowledge and confirm that Letter Agreement 6-1162-RRO-1144R5 entitled [ * ] is hereby cancelled and replaced in its entirety with Letter Agreement 6-1162-RRO-1144R6 entitled [ * ]. |
5. | [ * ] |
6. | This Supplemental Agreement No. 19 shall not be effective unless executed and delivered by Customer on or prior to October 31, 2011. |
7. | For the avoidance of doubt, notwithstanding the rescheduling of the Affected Aircraft, Special Matters Letter Agreement 6-1162-RCN-1790 continues to apply to MSN [ * ] and Special Matters Letter Agreement FED-PA-LA-1001683R1 continues to apply to MSN [ * ]. |
THE BOEING COMPANY
|
FEDERAL EXPRESS CORPORATION | |||||||||
|
||||||||||
By:
|
/s/ STUART C. ROSS
|
By: |
/s/ PHILLIP C. BLUM
|
|||||||
|
||||||||||
Its:
|
Attorney-In-Fact | Its: | Vice President |
* | 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 | 2 | SA 19 | ||
BOEING PROPRIETARY |
* | 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 | 3 | SA 19 | ||
BOEING PROPRIETARY |
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 | ||||
|
Attachment to Letter 6-1162-RRO-1062 | 16 | ||||
|
||||||
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-PA-LA-1000790R2
|
Special Matters for Block C Aircraft | 16 | ||||
|
||||||
FED-PA-LA-1001683R1
|
Special Matters for Block D Aircraft | 16 | ||||
|
||||||
6-1162-RRO-1144R
6
|
[ * ] | 19 |
* | 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 | 4 | SA 19 | ||
BOEING PROPRIETARY |
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. 12
|
September 3, 2010 | |||
Supplemental Agreement No. 13
|
August 27, 2010 | |||
Supplemental Agreement No. 14
|
October 25, 2010 | |||
Supplemental Agreement No. 15
|
October 29, 2010 | |||
Supplemental Agreement No. 16
|
January 31, 2011 | |||
Supplemental Agreement No. 17
|
February 14, 2011 | |||
Supplemental Agreement No. 18
|
March 31, 2011 | |||
Supplemental Agreement No. 19
|
October __, 2011 |
P.A. No. 3157 | 5 | SA 19 | ||
BOEING PROPRIETARY |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | ||||||||||||||||
Escalation | Escalation Estimate | Balance At | ||||||||||||||
Delivery | Number of | Factor | Adv Payment Base | Signing | 24 Mos. | 21/18/15/12/9/6 Mos. | Total | |||||||||
Date | Aircraft | (Airframe) | MSN | Price Per A/P | 1% | 4% | 5% | 35% | ||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | ||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | ||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | ||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | ||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | ||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | ||||||||
[ * ]
|
2 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | ||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | ||||||||
[ * ]
|
2 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | ||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | ||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | ||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | ||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] |
[ * ] | ||
*** | In SA #15, the former two (2) [ * ] Aircraft have moved as follows: [ * ]. | |
**** | In SA # 19, one (1) [ * ] Aircraft was moved to [ * ]. | |
* | 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. |
FED
50269-1F and 58383-1F |
Boeing Proprietary |
Supplemental Agreement No. 19
Page 1 |
Airframe Model/MTOW:
|
777-Freighter | 766000 pounds | Detail Specification: D019W007FED7F-1, Rev E dated August 29, 2011 | ||||||||
Engine Model/Thrust:
|
GE90-110B1L | 110100 pounds | Airframe Price Base Year/Escalation Formula: | Jul-10 | 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): | 106.8 | ||||||||
Aircraft Basic Price (Excluding BFE/SPE):
|
[ * ] | Base Year Index (CPI): | 215.6 | ||||||||
Buyer Furnished Equipment (BFE) Estimate:
|
[ * ] | ||||||||||
Seller Purchased Equipment (SPE) Estimate:
|
[ * ] | ||||||||||
Deposit per Aircraft:
|
As noted below |
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) | MSN | Deposit | Price Per A/P | 1% | 4% | 5% | 35% | |||||||||
Block D Aircraft
|
||||||||||||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||
[ * ]
|
1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||
|
4 |
[ * ] | ||
4 | In SA #19, one (1) [ * ] Aircraft was moved to [ * ]. | |
* | 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. |
FED
54641, 55684, 56375, and 58384 |
Boeing Proprietary |
Supplemental Agreement No. 19
Page 1 |
|
The Boeing Company
P. O. Box 3707 Seattle, WA 98124-2207 |
Attention: | Mr. Kevin Burkhart |
Managing Director Aircraft Acquisitions & Sales |
Subject:
|
[ * ] | |
|
||
Reference:
|
Supplemental Agreement No. 8, Nos. 13 through No. 16, No. 18 and No. 19 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. |
P.A. No. 3157, 6-1162-RRO-1144R6
[ * ] |
BOEING PROPRIETARY |
SA-19
Page 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. No. 3157, 6-1162-RRO-1144R6
[ * ] |
BOEING PROPRIETARY |
SA-19
Page 2 |
By
|
/s/ STUART C. ROSS
|
|||
Its
|
Attorney-In-Fact
|
By
|
/s/ PHILLIP C. BLUM
|
|||
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, 6-1162-RRO-1144R6
[ * ] |
BOEING PROPRIETARY |
SA-19
Page 3 |
Attachment A to 6-1162-RRO-1144R6 | Page 1 of 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. |
Attachment A to 6-1162-RRO-1144R6 | Page 2 of 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, 6-1162-RRO-1144R6
[ * ] |
BOEING PROPRIETARY |
SA-19
Page 2 |
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.
|
FEDERAL EXPRESS CORPORATION
|
||
|
||
/s/ PAUL J. HERRON
|
||
|
||
Paul J. Herron
|
||
Vice President
|
||
Postal Transportation Management
|
THE UNITED STATES POSTAL SERVICE | ||||
|
||||
By:
|
/s/ GREGORY BAYNE | |||
|
||||
|
||||
Its:
|
CONTRACTING OFFICER, AIR TRANSPORTATION CMC | |||
|
||||
|
The USPS |
cc:
|
||
|
Kyle Adams | |
|
Joseph Anzelone | |
|
Mary Taylor |
Six Months Ended | ||||||||||||||||||||||||||||
November 30, | Year Ended May 31, | |||||||||||||||||||||||||||
2011 | 2010 | 2011 | 2010 | 2009 | 2008 | 2007 | ||||||||||||||||||||||
Earnings:
|
||||||||||||||||||||||||||||
Income before income taxes
|
$ | 1,501 | $ | 1,040 | $ | 2,265 | $ | 1,894 | $ | 677 | $ | 2,016 | $ | 3,215 | ||||||||||||||
Add back:
|
||||||||||||||||||||||||||||
Interest expense, net of capitalized
interest
|
22 | 45 | 86 | 79 | 85 | 98 | 136 | |||||||||||||||||||||
Amortization of debt issuance costs
|
3 | 8 | 16 | 14 | 5 | 5 | 6 | |||||||||||||||||||||
Portion of rent expense representative
of interest factor
|
423 | 417 | 852 | 806 | 795 | 784 | 766 | |||||||||||||||||||||
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Earnings as adjusted
|
$ | 1,949 | $ | 1,510 | $ | 3,219 | $ | 2,793 | $ | 1,562 | $ | 2,903 | $ | 4,123 | ||||||||||||||
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Fixed Charges:
|
||||||||||||||||||||||||||||
Interest expense, net of capitalized
interest
|
$ | 22 | $ | 45 | $ | 86 | $ | 79 | $ | 85 | $ | 98 | $ | 136 | ||||||||||||||
Capitalized interest
|
47 | 38 | 71 | 80 | 71 | 50 | 34 | |||||||||||||||||||||
Amortization of debt issuance costs
|
3 | 8 | 16 | 14 | 5 | 5 | 6 | |||||||||||||||||||||
Portion of rent expense representative
of interest factor
|
423 | 417 | 852 | 806 | 795 | 784 | 766 | |||||||||||||||||||||
|
||||||||||||||||||||||||||||
|
$ | 495 | $ | 508 | $ | 1,025 | $ | 979 | $ | 956 | $ | 937 | $ | 942 | ||||||||||||||
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Ratio of Earnings to Fixed Charges
|
3.9 | 3.0 | 3.1 | 2.9 | 1.6 | 3.1 | 4.4 | |||||||||||||||||||||
|
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. | ||||
Alan B. Graf, Jr. | ||||
Executive Vice President and
Chief Financial Officer |