(Mark One) | ||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended May 31, 2007. | ||
or
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to . |
Delaware
(State or Other Jurisdiction of Incorporation or Organization) |
62-1721435
(I.R.S. Employer Identification No.) |
|
942 South Shady Grove Road,
Memphis, Tennessee (Address of Principal Executive Offices) |
38120
(ZIP Code) |
Title of Each Class
|
Name of Each Exchange on Which Registered
|
|
Common Stock, par value $0.10 per share | New York Stock Exchange |
2
25
26
95
E-2
E-3
E-4
ITEM 1.
BUSINESS
FedEx Express:
Federal Express
Corporation (FedEx Express) is the worlds
largest express transportation company, offering time-certain
delivery within one to three business days and serving markets
that comprise more than 90% of the worlds gross domestic
product. The FedEx Express segment also includes FedEx Trade
Networks, Inc., which provides international trade services,
specializing in customs brokerage and global cargo distribution.
FedEx Ground:
FedEx Ground Package
System, Inc. (FedEx Ground) is a leading provider of
small-package ground delivery service. FedEx Ground provides
low-cost service to every business address in the United States,
Canada and Puerto Rico, as well as residential delivery to
nearly 100% of U.S. residences through FedEx Home Delivery.
The FedEx Ground segment also includes FedEx SmartPost, Inc.,
which specializes in the consolidation and delivery of high
volumes of low-weight, less time-sensitive business-to-consumer
packages using the U.S. Postal Service for final delivery
to residences.
FedEx Freight:
FedEx Freight
Corporation is a leading U.S. provider of
less-than-truckload (LTL) freight services through
its FedEx Freight business (regional
next-day
and
second-day
and interregional LTL freight services) and its FedEx National
LTL business (long-haul LTL freight services). The FedEx Freight
segment also includes FedEx Custom Critical, Inc., North
Americas largest time-specific, critical shipment carrier,
and Caribbean Transportation Services, Inc., a leading provider
of airfreight forwarding services between the United States and
Puerto Rico.
FedEx Kinkos:
FedEx Kinkos
Office and Print Services, Inc. (FedEx Kinkos)
is a leading provider of document solutions and business
services. FedEx Kinkos global network of
digitally-connected locations offers access to technology for
copying and printing, professional finishing, document creation,
Internet access, computer rentals, videoconferencing, signs and
graphics, direct mail,
Web-based
printing and the full range of FedEx day-definite ground
shipping and time-definite global express shipping services, and
a variety of other retail services and products, including
office supplies.
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To accommodate international growth at FedEx Express, we are
adding flights, purchasing aircraft, increasing capacity and
improving services to and from Europe and Asia based on the
growth prospects of these regions.
We are expanding network capacity at our growing FedEx Ground
and FedEx Freight companies. For instance, we expect to increase
FedEx Grounds daily package
pick-up
capacity to approximately five million packages by 2012.
We are expanding the FedEx Kinkos retail network, which
will further increase customer access to FedEx shipping services
and offer growth opportunities in
e-commerce
and other business services.
Globalization:
As the worlds economy
becomes more fully integrated, and as barriers to trade continue
to decrease, companies are sourcing and selling globally. With
customers in more than 220 countries and
4
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territories, we facilitate this supply chain through our global
reach, delivery services and information capabilities.
Supply Chain Acceleration:
As the economy has
become increasingly global, it has also become more fast-paced,
and companies of all sizes now depend on the delivery of
just-in-time
inventory to help them compete. We have taken advantage of the
move toward faster, more efficient supply chains by helping
customers obtain near real-time information to manage inventory
in motion, thereby reducing overhead and obsolescence and
speeding time-to-market.
Increase in High-Tech and High-Value-Added
Businesses:
High-tech and high-value-added goods
continue to increase as a percentage of total economic output.
Our various operating companies offer a unique menu of services
to fit virtually all shipping needs of high-tech and
high-value-added industries.
Growth of
E-Commerce:
E-commerce
acts as a catalyst for the other three trends and is a vital
growth engine for businesses today. Through our global
transportation and technology networks, we contribute to and
benefit from the growth of
e-commerce.
Optimizing and expanding our worldwide FedEx Express network,
particularly in key markets such as China and India.
Increasing the capacity, speed and reliability of our FedEx
Ground and FedEx Freight networks and expanding the FedEx
Kinkos retail network.
Emphasizing the compete collectively part of our
core strategy through service improvements and focusing our
employees and contractors on delivering the best customer
experience in the industry, resulting in better alignment across
the entire FedEx network.
In September 2006, we acquired the U.S. and Canadian LTL
freight operations of Watkins Motor Lines, a leading provider of
long-haul LTL freight services, and certain affiliates for
$787 million in cash.
¡
Watkins U.S. long-haul LTL freight business, which
has been renamed FedEx National LTL, operates within the FedEx
Freight segment. The addition of Watkins
three-day
or
more long-haul service to FedEx Freights industry-leading
next-day
and
second-day
regional LTL freight service meaningfully extends our leadership
position in the heavyweight freight market.
¡
Watkins Canadian business, formerly known as Watkins
Canada Express, has been renamed FedEx Freight Canada and will
extend our reach and create opportunities for growth in the
Canadian LTL market.
In December 2006, we acquired all of the outstanding capital
stock of ANC Holdings Ltd. (ANC), a United Kingdom
domestic express transportation company, for $241 million,
predominantly in cash. The acquisition of ANC, included in the
FedEx Express segment, allows us to better serve the United
Kingdom domestic market, which we previously served primarily
through independent agents.
In January 2007, we acquired all of the outstanding capital
stock of Prakash Air Freight Pvt. Ltd. (PAFEX), our
primary service provider in India, for $32 million in cash.
The acquisition of PAFEX, included in the FedEx Express segment,
extends our operations in the global express industry with a
wholly owned company in one of the worlds fastest growing
markets.
In March 2007, we acquired Tianjin Datian W. Group Co.,
Ltd.s (DTW Group) fifty percent share of the
FedEx-DTW International Priority express joint venture and
assets relating to DTW Groups domestic
5
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express network in China for $427 million in cash. The
acquisition converted our joint venture with DTW Group, formed
in 1999, into a wholly owned subsidiary of FedEx Express and
increases our presence in China in the international and
domestic express businesses.
deliver superior financial returns for our stockholders;
expand our portfolio of services to meet our customers
needs; and
execute our compete collectively, operate independently,
manage collaboratively strategy with both discipline and
imagination.
FedEx ranked sixth in
FORTUNE
magazines
Americas Most Admired Companies list and
seventh in its Worlds Most Admired Companies
list the sixth consecutive year we have been ranked
in the top ten on both lists.
For the fourth consecutive year, FedEx ranked in the top 15 in
corporate reputation in
The Wall Street
Journals
Harris Interactive/Reputation Institute RQ
Survey.
FedEx continued to rank highest in customer satisfaction in the
University of Michigan Business School National Quality Research
Centers
American Customer Satisfaction Index
in the
express delivery category.
FedEx ranked in the top 25 of
InformationWeek
magazines InformationWeek 500 list of the
most innovative users of information technology.
United Way of America:
We believe the United
Way is one of the most effective and efficient ways of meeting
community needs. FedEx supports a yearly fundraising campaign
company-wide, and during our annual FedEx Cares
week, FedEx employee volunteers donate thousands of hours to
support United Way community efforts.
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American Red Cross:
FedEx works with the Red
Cross to provide a quick response to disasters around the world.
FedEx uses its logistics and transportation expertise to provide
complimentary shipping of emergency supplies and assists with
financial support.
Safe Kids Worldwide:
Reflecting the fact that
safety is one of our top priorities, FedEx is the sole corporate
sponsor of Safe Kids Walk This Way, a global program
that advocates child pedestrian safety and teaches children,
parents and communities how to prevent pedestrian accidents.
ORBIS International:
FedEx helps ORBIS
International provide eye care and treatment to people in
developing countries. FedEx provides free aircraft maintenance
and our pilots volunteer their time for ORBISs
Flying Eye Hospital a converted DC-10
aircraft equipped with surgical and training facilities.
Salvation Army:
FedEx recently donated five
mobile canteen vehicles to the Salvation Army disaster response
units. FedEx also supports the Salvation Armys training of
emergency response personnel worldwide through an initiative
called Prepare to Respond to Emergencies Planning
and Readiness Education (PREPARE).
National Civil Rights Museum:
FedEx serves as
a major corporate sponsor of the National Civil Rights Museum,
which educates the public on the lessons of the civil rights
movement in the United States and its impact and influence on
the human rights movement worldwide.
March of Dimes:
FedEx is a national sponsor of
March of Dimes WalkAmerica, and thousands of FedEx
employees participate in it and other events that raise funds to
help improve the health of babies by preventing birth defects
and infant mortality.
Heart to Heart International:
FedEx helps
Heart to Heart International deliver food, medicine and
emergency supplies to areas in need throughout the world.
7
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8
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In 2005, we launched the express air cargo industrys first
direct flight from mainland China to Europe (a daily direct
flight from Shanghai to Frankfurt, Germany) as part of a new
westbound around-the-world route that originates and terminates
in Memphis and provides connections via the FedEx AsiaOne
network to and from northern and eastern China.
In 2006, we launched the first overnight express link between
India and China as part of our new eastbound around-the-world
route, which connects Europe, India, China and Japan with the
FedEx Express U.S. hub in Memphis.
In 2006, we expanded our service in India. We increased our
flight frequencies in and out of India and improved connectivity
between key export centers and regional hubs, resulting in
improved service, especially for customers in Delhi and northern
India.
In 2006, we broke ground on a new Asia-Pacific hub at the
Guangzhou Baiyun International Airport in Southern China. The
new Asia-Pacific hub is expected to assume and expand the
current activities of our existing hub in Subic Bay,
Philippines, beginning in 2009. We believe the new hub will
better serve our global customers doing business in and with the
fast-growing China and Asia-Pacific markets.
In 2007, we began using four new flight frequencies into China.
We now have authority to operate a total of 30 weekly
flights into China, the most of any
U.S.-based
cargo carrier.
9
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10
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Percentage
Total Cost
of Total
(in millions)
Revenues
$
2,639
7.5
%
2,497
7.7
1,780
6.1
1,160
4.7
1,058
4.7
11
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The National Football League (NFL), as its Official
Delivery Service Sponsor
FedExField, home of the NFLs Washington Redskins
FedEx Orange Bowl, host of one of college footballs Bowl
Championship Series games
The #11 Joe Gibbs Racing Chevrolet driven by Denny Hamlin
in the NASCAR NEXTEL Cup Series
PGA TOUR and the Champions Tour golf organizations, as the
Official Shipping Company
FedExCup, a season-long points competition for PGA TOUR players
FedEx Kinkos Classic, a PGA Champions Tour event
Pebble Beach Golf Resorts, as the official shipping company
National Basketball Association (NBA), as its official delivery
service sponsor
FedExForum, the home of the NBAs Memphis Grizzlies
Vodafone McLaren Mercedes Formula One team
French Open tennis tournament
17
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18
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ITEM 1A.
RISK
FACTORS
ITEM 1B.
UNRESOLVED
STAFF COMMENTS
ITEM 2.
PROPERTIES
19
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Maximum
Operational
Revenue Payload
Owned
Leased
Total
(Pounds per
Aircraft)
(1)
30
28
58
164,200
5
2
7
114,200
6
7
13
114,200
49
49
113,100
12
2
14
(3)
113,100
24
36
60
(4)
85,600
50
16
66
61,900
4
4
(5)
45,800
85
9
94
38,200
1
1
27,700
13
13
(6)
18,000
29
29
12,000
2
2
13,500
6
6
13,800
243
243
3,400
10
10
3,000
569
100
669
(1)
Maximum operational revenue payload
is the lesser of the net volume-limited payload and the net
maximum structural payload.
(2)
The MD10-30s and MD10-10s are
DC10-30s and DC10-10s, respectively, that have been converted to
an MD10 configuration.
(3)
Includes 7 aircraft not currently
in operation and awaiting conversion to MD10 configuration.
(4)
Includes 5 aircraft not currently
in operation and awaiting completion of passenger-to-freighter
modification.
(5)
Includes 4 aircraft not currently
in operation 1 awaiting completion of
passenger-to-freighter modification and 3 in storage.
(6)
Includes 3 aircraft not currently
in operation and awaiting completion of passenger-to-freighter
modification.
The MD11s are three-engine, wide-bodied aircraft that have a
longer range and larger capacity than DC10s.
The DC10s are three-engine, wide-bodied aircraft that have been
specially modified to meet FedEx Expresss cargo
requirements. The DC10s come in two models, the DC10-10 and the
DC10-30. The DC10-30 has a longer range and higher weight
capacity than the DC10-10.
The MD10s are three-engine, wide-bodied DC10 aircraft that have
received an Advanced Common Flightdeck (ACF) modification, which
includes a conversion to a two-pilot cockpit, as well as
upgrades of electrical and other systems.
The A300s and A310s are two-engine, wide-bodied aircraft that
have a longer range and more capacity than B757s and B727s.
The B757s are two-engine aircraft configured for cargo service.
The B727s are three-engine aircraft configured for cargo service.
The Fokker F27, Cessna 208 and ATR turbo-prop aircraft are
leased to independent operators to support FedEx Express
operations in areas where demand does not justify use of a
larger aircraft.
20
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A300
A310
B757
B777F
Total
9
2
7
18
3
13
16
4
6
10
3
9
12
3
3
12
2
30
15
59
21
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Sorting
Lease
Square
Capacity
Expiration
Acres
Feet
(per
hour)
(1)
Year
518
3,367,000
465,000
Memphis-Shelby County Airport
Authority
2036
215
1,895,000
192,000
Indianapolis Airport Authority
2028
168
948,000
76,000
Fort Worth Alliance Airport
Authority
2021
70
595,000
154,000
Port Authority of New York and New
Jersey
2010
74
320,000
54,000
City of Oakland
2011
51
419,000
52,000
City of Chicago
2018
23
305,000
57,000
City of Los Angeles
2009
64
332,000
24,000
Alaska Department of
Transportation and Public Facilities
2023
87
861,000
54,000
Aeroports de Paris
2029
18
316,000
22,000
Subic Bay Metropolitan Authority
2010
(1)
Documents and packages.
(2)
Handles international express
package and freight shipments to and from Asia, Europe and
North America.
(3)
Handles intra-Europe express
package and freight shipments, as well as international express
package and freight shipments to and from Europe.
(4)
Handles intra-Asia express package
and freight shipments, as well as international express package
and freight shipments to and from Asia.
22
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ITEM 3.
LEGAL
PROCEEDINGS
23
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ITEM 4.
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
Chairman, President
and Chief Executive Officer
62
Chairman, President and Chief
Executive Officer of FedEx since January 1998; Chairman of FedEx
Express since 1975; Chairman, President and Chief Executive
Officer of FedEx Express from April 1983 to January 1998; Chief
Executive Officer of FedEx Express from 1977 to January 1998;
and President of FedEx Express from June 1971 to February 1975.
President and Chief
Executive Officer,
FedEx Express
53
President and Chief Executive
Officer of FedEx Express since January 2000; Executive Vice
President and Chief Operating Officer of FedEx Express from
January 1998 to January 2000; Senior Vice President
Europe, Middle East and Africa of FedEx Express from June 1995
to January 1998; Senior Vice President Europe,
Africa and Mediterranean of FedEx Express from June 1993 to June
1995; Vice President Canadian Operations of FedEx
Express from February 1987 to March 1993; and several sales and
operations managerial positions at FedEx Express from 1976 to
1987. Mr. Bronczek serves as a director of International Paper
Company, an uncoated paper and packaging company.
Executive Vice President
FedEx Information Services
and Chief Information Officer
48
Executive Vice
President FedEx Information Services and Chief
Information Officer of FedEx since January 2007; Executive Vice
President and Chief Information Officer of FedEx from June 2000
to January 2007; Corporate Vice President and Chief Technology
Officer of FedEx from February 1998 to June 2000; Vice
President Corporate Systems Development of FedEx
Express from September 1993 to February 1998; Managing
Director Systems Development of FedEx Express from
April 1993 to September 1993. Mr. Carter serves as a director
of Saks Incorporated, a retailer operating luxury, specialty and
traditional department stores.
24
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President and Chief
Executive Officer, FedEx Freight Corporation
56
President and Chief Executive
Officer of FedEx Freight Corporation since February 2001;
President and Chief Executive Officer of Viking Freight, Inc.
(Viking Freight) from November 1998 to
February 2001; Senior Vice President Sales and
Marketing of Viking Freight from 1996 to November 1998; Vice
President Sales and Marketing of Caliber System,
Inc. (Caliber) from 1995 to 1996; various
positions with Roadway Express, Inc., including Vice
President Sales, from 1976 to 1995. Mr. Duncan
serves as a director of Benchmark Electronics, Inc., an
electronics manufacturer.
Executive Vice President
Market Development and
Corporate Communications
51
Executive Vice
President Market Development and Corporate
Communications of FedEx since January 1998; Senior Vice
President Marketing, Customer Service and Corporate
Communications of FedEx Express from June 1994 to January 1998;
Senior Vice President Marketing and Corporate
Communications of FedEx Express from December 1993 to June 1994;
Senior Vice President Worldwide Marketing Catalog
Services and Corporate Communications of FedEx Express from June
1993 to December 1993; Senior Vice President Catalog
and Remail Services of FedEx Express from September 1992 to June
1993; Vice President Marketing of FedEx Express from
August 1985 to September 1992; and various management positions
in sales and marketing and senior sales specialist of FedEx
Express from 1981 to 1985. Mr. Glenn serves as a director of
Pentair, Inc., a diversified industrial manufacturing company
operating in water and technical products business segments.
Executive Vice President
and Chief Financial Officer
53
Executive Vice President and Chief
Financial Officer of FedEx since January 1998; Executive Vice
President and Chief Financial Officer of FedEx Express from
February 1996 to January 1998; Senior Vice President and Chief
Financial Officer of FedEx Express from December 1991 to
February 1996; Vice President and Treasurer of FedEx Express
from August 1987 to December 1991; and various management
positions in finance and a senior financial analyst of FedEx
Express from 1980 to 1987. Mr. Graf serves as a director of
Mid-America Apartment Communities Inc., a real estate investment
trust that focuses on acquiring, constructing, developing,
owning and operating apartment communities, and as a director of
NIKE, Inc., a designer and marketer of athletic footwear,
apparel, equipment and accessories for sports and fitness
activities.
Table of Contents
President and Chief
Executive Officer,
FedEx Kinkos
46
President and Chief Executive
Officer of FedEx Kinkos since February 2006; Executive
Vice President and Chief Operating Officer of FedEx Kinkos
from August 2004 to February 2006; Senior Vice
President U.S. of FedEx Express from October 1999 to
August 2004; Senior Vice President Air, Ground,
Terminal and Transportation (AGT&T) of FedEx Express from
January 1998 to October 1999; Vice President Global
Operations and Control of FedEx Express from February 1996 to
January 1998; and various other positions with FedEx Express
from 1982 to 1996. Mr. May serves as a director of P.F.
Changs China Bistro, Inc., an owner and operator of Asian
restaurants.
President and Chief
Executive Officer,
FedEx Ground
54
President and Chief Executive
Officer of FedEx Ground since January 2007; President of FedEx
Ground from September 2006 to January 2007; Executive Vice
President Operations & Systems Support of FedEx
Express from December 1999 to September 2006; Senior Vice
President U.S. of FedEx Express from January 1997 to
November 1999; Senior Vice President --Sales & Customer
Service of FedEx Express from June 1993 to December 1996; Vice
President Regional Operations of FedEx Express from
October 1991 to June 1993; Vice President Customer
Services of FedEx Express from December 1988 to October 1991;
and various other positions with FedEx Express from 1976 to 1988.
Executive Vice President,
General Counsel and
Secretary
52
Executive Vice President, General
Counsel and Secretary of FedEx since June 2005; Corporate Vice
President Customer and Business Transactions of
FedEx from March 2001 to June 2005; Senior Vice President and
General Counsel of FedEx Services from March 2000 to June 2005;
Staff Vice President Customer and Business
Transactions of FedEx from November 1999 to March 2001; Vice
President Customer and Business Transactions of
FedEx Express from 1998 to November 1999; and various legal
positions with FedEx Express from 1984 to 1998.
ITEM 5.
MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Table of Contents
Sale Prices
High
Low
Dividend
$
91.43
$
79.55
$
0.08
98.81
76.81
0.08
108.83
95.79
0.08
120.01
106.00
0.08
$
118.74
$
97.79
$
0.09
119.21
99.34
0.09
121.42
106.63
0.09
116.76
104.01
0.09
ITEM 6.
SELECTED
FINANCIAL DATA
ITEM 7.
MANAGEMENTS
DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
ITEM 7A.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8.
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
ITEM 9A.
CONTROLS
AND PROCEDURES
27
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ITEM 9B.
OTHER
INFORMATION
ITEM 10.
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11.
EXECUTIVE
COMPENSATION
ITEM 12.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
28
Table of Contents
ITEM 13.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
ITEM 14.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
ITEM 15.
EXHIBITS,
FINANCIAL STATEMENT SCHEDULES
29
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By:
Chairman, President and
Chief Executive Officer
and Director
(Principal Executive Officer)
July 12, 2007
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
July 12, 2007
Corporate Vice President
and Principal Accounting Officer
(Principal Accounting Officer)
July 12, 2007
Director
July 12, 2007
Director
July 12, 2007
Director
July 12, 2007
Director
July 12, 2007
Director
July 12, 2007
Director
July 12, 2007
30
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Director
July 12, 2007
Director
July 12, 2007
Director
July 12, 2007
Director
July 12, 2007
Director
July 12, 2007
Director
July 12, 2007
Director
July 12, 2007
Attorney-in-Fact
July 12, 2007
31
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PAGE
33
34
38
40
41
45
47
48
50
51
52
54
54
59
59
61
62
65
66
67
69
71
72
73
74
112
113
114
115
116
32
Table of Contents
Results of Operations includes an overview of our consolidated
2007 results compared to 2006, and 2006 results compared to
2005. This section also includes a discussion of key actions and
events that impacted our results, as well as a discussion of our
outlook for 2008.
The overview is followed by a financial summary and analysis
(including a discussion of both historical operating results and
our outlook for 2008) for each of our four reportable
business segments.
Our financial condition is reviewed through an analysis of key
elements of our liquidity, capital resources and contractual
cash obligations, including a discussion of our cash flow
statements and our financial commitments.
We conclude with a discussion of the critical accounting
estimates that we believe are important to understanding certain
of the material judgments and assumptions incorporated in our
reported financial results.
the overall customer demand for our various services;
the volumes of transportation and business 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 (average price per shipment or pound) or average price per
hundredweight for FedEx Freight LTL Group shipments;
our ability to manage our cost structure for capital
expenditures and operating expenses and to match our cost
structure to shifting volume levels; and
33
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the timing and amount of fluctuations in fuel prices and our
ability to recover incremental fuel costs through our fuel
surcharges.
Percent Change
2007
(1)
2006
(2)
2005
(3)
2007/2006
2006/2005
$
35,214
$
32,294
$
29,363
9
10
3,276
3,014
2,471
9
22
9.3
%
9.3
%
8.4
%
bp
90
bp
$
2,016
$
1,806
$
1,449
12
25
$
6.48
$
5.83
$
4.72
11
24
(1)
Operating expenses include a
$143 million charge at FedEx Express associated with
upfront compensation and benefits under the new labor contract
with our pilots, which was ratified in October 2006. The impact
of this new contract on second quarter net income was
approximately $78 million net of tax, or $0.25 per diluted
share.
(2)
Operating expenses include a
$79 million ($49 million, net of tax, or $0.16 per
diluted share) charge to adjust the accounting for certain
facility leases, predominantly at FedEx Express.
(3)
Results include a $48 million
($31 million, net of tax, or $0.10 per diluted share)
Airline Stabilization Act charge at FedEx Express and a
$12 million, or $0.04 per diluted share, benefit from an
income tax adjustment.
Revenues
Operating Income
Dollar
Percent
Dollar
Percent
Change
Change
Change
Change
2007/
2006/
2007/
2006/
2007/
2006/
2007/
2006/
2006
2005
2006
2005
2006
2005
2006
2005
$
1,235
$
1,961
6
10
$
188
$
353
11
25
737
626
14
13
108
101
15
17
941
428
26
13
(22
)
131
(5
)
37
(48
)
22
(2
)
1
(12
)
(43
)
(21
)
(43
)
55
(106
)
NM
NM
1
NM
NM
$
2,920
$
2,931
9
10
$
262
$
543
9
22
(1)
FedEx Express 2007 operating
expenses include a $143 million charge associated with
upfront compensation and benefits under the new pilot labor
contract, 2006 operating expenses include a $75 million
charge to adjust the accounting for certain facility leases, and
2005 operating expenses include a $48 million charge
related to the Airline Stabilization Act.
34
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35
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36
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37
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support for long-term volume growth, such as additional or
expanded facilities across all segments, new aircraft (such as
the Boeing 757 and 777 Freighter) and expansion of our
international domestic express businesses;
improvements in service levels, including expanded delivery
areas for the FedEx Priority Overnight and FedEx First Overnight
services at FedEx Express and reduced transit times at FedEx
Ground; and
improvements to productivity, including updates and enhancements
to our technology capabilities.
38
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39
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FedEx Trade Networks (global trade services)
FedEx SmartPost (small-parcel consolidator)
FedEx Freight (regional LTL freight
transportation)
FedEx National LTL (long-haul LTL freight
transportation)
FedEx Custom Critical (time-critical transportation)
Caribbean Transportation Services (airfreight forwarding)
40
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Percent Change
2007
2006
2005
2007/2006
2006/2005
$
6,485
$
6,422
$
5,969
1
8
1,990
1,974
1,798
1
10
2,883
2,853
2,799
1
2
11,358
11,249
10,566
1
6
6,722
6,139
5,464
9
12
18,080
17,388
16,030
4
8
2,412
2,218
1,854
9
20
1,045
840
670
24
25
394
434
381
(9
)
14
3,851
3,492
2,905
10
20
750
566
550
33
3
22,681
21,446
19,485
6
10
8,234
(3)
8,033
7,704
3
4
1,098
971
843
13
15
1,610
1,696
(4)
1,608
(5
)
5
856
805
798
6
1
2,946
2,786
2,012
6
38
1,444
1,344
1,276
7
5
48
NM
NM
2,082
1,542
1,509
35
2
2,456
2,502
2,273
(2
)
10
20,726
19,679
18,071
5
9
$
1,955
$
1,767
$
1,414
11
25
8.6
%
8.2
%
7.3
%
40
bp
90
bp
(1)
We reclassified certain prior
period international priority freight service revenues
previously included within IP package revenues to international
priority freight revenues to conform to the current period
presentation and more precisely present the nature of the
services provided.
(2)
Other revenues includes FedEx Trade
Networks and our international domestic express businesses, such
as ANC, DTW Group and our Canadian domestic express operations.
(3)
Includes a $143 million charge
for signing bonuses and other upfront compensation associated
with a new four-year labor contract with our pilots.
(4)
Includes a $75 million
one-time, noncash charge to adjust the accounting for certain
facility leases.
41
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Percent Change
2007
2006
2005
2007/2006
2006/2005
1,174
1,203
1,184
(2
)
2
706
713
680
(1
)
5
898
901
958
(6
)
2,778
2,817
2,822
(1
)
487
466
433
5
8
3,265
3,283
3,255
(1
)
1
$
21.66
$
20.94
$
19.77
3
6
11.06
10.86
10.37
2
5
12.59
12.42
11.46
1
8
16.04
15.66
14.69
2
7
54.13
51.64
49.47
5
4
21.72
20.77
19.31
5
8
9,569
9,374
8,885
2
6
1,878
1,634
1,395
15
17
1,831
2,126
1,914
(14
)
11
13,278
13,134
12,194
1
8
$
0.99
$
0.93
$
0.82
6
13
2.18
2.02
1.88
8
7
0.84
0.80
0.78
5
3
1.14
1.04
0.93
10
12
(1)
Package and freight statistics
include only the operations of FedEx Express.
(2)
We reclassified certain prior
period international priority freight service statistics
previously included within the IP package statistics to
international priority freight statistics to conform to the
current period presentation and more precisely present the
nature of the services provided.
42
Table of Contents
2007
2006
2005
8.50
%
10.50
%
6.00
%
17.00
20.00
13.00
12.91
13.69
9.05
8.50
10.00
3.00
17.00
20.00
13.00
12.98
12.73
8.45
43
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44
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Percent Change
2007
2006
2005
2007/2006
2006/2005
$
6,043
$
5,306
$
4,680
14
13
1,006
929
845
8
10
2,326
2,019
1,791
15
13
166
133
122
25
9
268
224
176
20
27
117
93
48
26
94
134
118
110
14
7
578
526
482
10
9
635
559
502
14
11
5,230
4,601
4,076
14
13
$
813
$
705
$
604
15
17
13.5
%
13.3
%
12.9
%
20
bp
40
bp
3,126
2,815
2,609
11
8
$
7.21
$
7.02
$
6.68
3
5
2007
2006
2005
3.50
%
2.50
%
1.80
%
5.25
5.25
2.50
4.18
3.54
2.04
45
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46
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Percent Change
2007
2006
2005
2007/2006
2006/2005
$
4,586
$
3,645
$
3,217
26
13
2,250
1,801
1,650
25
9
465
298
315
56
(5
)
112
94
99
19
(5
)
195
120
102
63
18
468
377
257
24
47
165
120
128
38
(6
)
61
37
26
65
42
407
313
286
30
9
4,123
3,160
2,863
30
10
$
463
$
485
$
354
(5
)
37
10.1
%
13.3
%
11.0
%
(320
) bp
230
bp
78
67
63
16
6
1,130
1,143
1,132
(1
)
1
$
18.65
$
16.84
$
15.48
11
9
2007
2006
2005
14.0
%
12.5
%
7.6
%
21.2
20.1
14.0
17.8
16.3
11.0
47
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Percent Change
2007
2006
2005
2007/2006
2006/2005
$
2,040
$
2,088
$
2,066
(2
)
1
781
752
742
4
1
375
394
412
(5
)
(4
)
139
148
138
(6
)
7
66
73
70
(10
)
4
57
26
6
NM
NM
263
274
278
(4
)
(1
)
314
364
320
(14
)
14
1,995
2,031
1,966
(2
)
3
$
45
$
57
$
100
(21
)
(43
)
2.2
%
2.7
%
4.8
%
(50
) bp
(210
) bp
48
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49
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2007
2006
2005
$
2,016
$
1,806
$
1,449
1,988
2,006
1,671
(441
)
(136
)
(3
)
3,563
3,676
3,117
(1,310
)
(122
)
(2,814
)
(2,454
)
(2,226
)
(4,124
)
(2,454
)
(2,348
)
1,054
(906
)
(369
)
(791
)
(110
)
(97
)
(84
)
155
142
99
193
(324
)
(776
)
$
(368
)
$
898
$
(7
)
50
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51
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Percent Change
2007
2006
2005
2007/2006
2006/2005
$
1,107
$
1,033
$
990
7
4
674
507
496
33
2
445
413
261
8
58
431
394
331
9
19
225
171
158
32
8
$
2,882
$
2,518
$
2,236
14
13
$
1,672
$
1,408
$
1,195
19
18
489
487
456
7
287
274
217
5
26
157
94
152
67
(38
)
277
255
216
9
18
$
2,882
$
2,518
$
2,236
14
13
52
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Payments Due by Fiscal Year
(in millions)
There-
2008
2009
2010
2011
2012
after
Total
$
521
$
530
$
500
$
250
$
$
539
$
2,340
103
13
97
8
8
137
366
1,282
1,111
1,150
704
86
164
4,497
118
111
79
65
47
1,553
1,973
1,680
1,481
1,297
1,143
1,010
6,752
13,363
$
3,704
$
3,246
$
3,123
$
2,170
$
1,151
$
9,145
$
22,539
(1)
Capital lease obligations represent
principal and interest payments.
(2)
See Note 16 to the
accompanying consolidated financial statements.
53
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54
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2007
2006
2005
$
442
$
400
$
337
49
45
41
152
147
136
55
73
68
$
698
$
665
$
582
55
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2007
2006
2005
$
540
$
473
$
417
707
642
579
(930
)
(811
)
(707
)
150
121
72
$
467
$
425
$
361
Discount
Sensitivity (in
millions)
(2)
Rate
(1)
Expense
PBO
n/a
$
2.1
n/a
6.012
%
2.5
$
19
5.912
%
2.1
21
6.285
%
1.8
16
(1)
The discount rate in effect at the
end of a given fiscal year affects the current years
projected benefit obligation (PBO) and the succeeding
years pension expense.
(2)
Sensitivities show the impact on
expense and the PBO of a one-basis-point change in the discount
rate.
56
Table of Contents
the duration of our pension plan liabilities, which drives the
investment strategy we can employ with our pension plan assets;
the types of investment classes in which we invest our pension
plan assets and the expected compound geometric return we can
reasonably expect those investment classes to earn over the next
10- to
15-year
time
period (or such other time period that may be
appropriate); and
the investment returns we can reasonably expect our active
investment management program to achieve in excess of the
returns we could expect if investments were made strictly in
indexed funds.
Percent of Plan Assets at Measurement Date
2007
2006
Actual
Target
Actual
Target
52
%
53
%
54
%
53
%
21
17
20
17
3
5
3
5
76
75
77
75
15
15
14
15
9
10
9
10
100
%
100
%
100
%
100
%
57
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2007
(1)
2006
$
12,209
$
12,153
11,506
10,130
(703
)
(2,023
)
22
(2)
3,119
(3)
$
(681
)
$
1,096
$
(4)
$
1,349
1
(24
)
(4)
(253
)
(4)
(122
)
(658
)
(4)
112
(4)
10
$
(681
)
$
1,096
$
524
$
492
$
261
$
228
(1)
Incorporates the provisions of
SFAS 158 adopted on May 31, 2007.
(2)
Amounts for 2007 represent only
employer contributions after measurement date, as unrecognized
net actuarial loss, unamortized prior service cost and
unrecognized net transition amount were not applicable in 2007
due to adoption of SFAS 158.
(3)
Amounts for 2006 consist of
unrecognized net actuarial loss, unamortized prior service cost,
unrecognized net transition amount and employer contributions
after measurement date.
(4)
Not applicable for 2007 due to
adoption of SFAS 158.
58
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59
Table of Contents
Goodwill
(in millions)
DTW Group
$
348
ANC
168
FedEx National LTL
121
Other
33
$
670
60
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61
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62
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63
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the impact of any international conflicts or terrorist
activities on the United States and global economies in general,
the transportation industry or us in particular, and what
effects these events will have on our costs or the demand for
our services;
any impacts on our businesses resulting from new domestic or
international government laws and regulation, including tax,
accounting, labor or environmental rules;
our ability to manage our cost structure for capital
expenditures and operating expenses and match them to shifting
customer volume levels;
changes in foreign currency exchange rates, especially in the
euro, Chinese yuan, Canadian dollar, Great Britain pound and
Japanese yen, which can affect our sales levels and foreign
currency sales prices;
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;
a shortage of qualified labor and our ability to mitigate this
shortage through recruiting and retention efforts and
productivity gains;
increasing costs 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;
any liability resulting from and the costs of defending against
class-action
litigation, such as
wage-and-hour
claims, and any other legal proceedings;
the impact of technology developments on our operations and on
demand for our services (for example, the impact that low-cost
home copiers and printers are having on demand for FedEx
Kinkos copy services);
adverse weather conditions or natural disasters, such as
earthquakes and hurricanes, which can damage our property,
disrupt our operations, increase fuel costs and adversely affect
shipment levels;
widespread outbreak of an illness or any other communicable
disease, or any other public health crisis; and
availability of financing on terms acceptable to us and our
ability to maintain our current credit ratings, especially given
the capital intensity of our operations.
64
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65
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CONTROL OVER FINANCIAL REPORTING
66
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FedEx Corporation
67
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FedEx Corporation
68
Table of Contents
May 31,
2007
2006
$
1,569
$
1,937
3,942
3,516
338
308
536
539
244
164
6,629
6,464
9,593
8,611
3,889
3,558
4,685
4,331
2,561
2,203
6,362
5,371
27,090
24,074
14,454
13,304
12,636
10,770
3,497
2,825
1,349
1,238
1,282
4,735
5,456
$
24,000
$
22,690
69
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70
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Years Ended May 31,
2007
2006
2005
$
35,214
$
32,294
$
29,363
13,740
12,571
11,963
3,873
3,251
2,935
2,343
2,390
2,299
1,742
1,550
1,462
3,533
3,256
2,317
1,952
1,777
1,695
4,755
4,485
4,221
31,938
29,280
26,892
3,276
3,014
2,471
(136
)
(142
)
(160
)
83
38
21
(8
)
(11
)
(19
)
(61
)
(115
)
(158
)
3,215
2,899
2,313
1,199
1,093
864
$
2,016
$
1,806
$
1,449
$
6.57
$
5.94
$
4.81
$
6.48
$
5.83
$
4.72
71
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Years Ended May 31,
2007
2006
2005
$
2,016
$
1,806
$
1,449
1,742
1,548
1,462
106
121
101
37
159
40
79
62
36
103
37
32
(323
)
(319
)
(235
)
(85
)
(38
)
(26
)
(69
)
(71
)
(118
)
66
346
365
(30
)
(54
)
11
3,563
3,676
3,117
(2,882
)
(2,518
)
(2,236
)
(1,310
)
(122
)
68
64
12
(2
)
(4,124
)
(2,454
)
(2,348
)
(906
)
(369
)
(791
)
1,054
115
144
99
45
(110
)
(97
)
(84
)
(5
)
(2
)
193
(324
)
(776
)
(368
)
898
(7
)
1,937
1,039
1,046
$
1,569
$
1,937
$
1,039
72
Table of Contents
Accumulated
Additional
Other
Common
Paid-in
Retained
Comprehensive
Treasury
Stock
Capital
Earnings
Loss
Stock
Total
$
30
$
1,051
$
7,001
$
(46
)
$
$
8,036
1,449
1,449
27
27
2
2
1,478
(87
)
(87
)
162
(1
)
161
30
1,213
8,363
(17
)
(1
)
9,588
1,806
1,806
29
29
(36
)
(36
)
1,799
(101
)
(101
)
1
225
(1
)
225
31
1,438
10,068
(24
)
(2
)
11,511
2,016
2,016
26
26
(50
)
(50
)
1,992
(982
)
(982
)
(114
)
(114
)
251
(2
)
249
$
31
$
1,689
$
11,970
$
(1,030
)
$
(4
)
$
12,656
73
Table of Contents
NOTE 1:
DESCRIPTION
OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
74
Table of Contents
Net Book Value
at May 31,
Range
2007
2006
15 to 25 years
$
5,391
$
4,669
5 to 15 years
352
369
2 to 30 years
1,420
1,255
2 to 10 years
1,021
928
3 to 15 years
957
743
2 to 40 years
3,495
2,806
75
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76
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77
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2006
2005
$
1,806
$
1,449
5
4
46
40
$
1,765
$
1,413
$
5.94
$
4.81
$
5.81
$
4.69
$
5.83
$
4.72
$
5.70
$
4.60
78
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NOTE 2:
RECENT
ACCOUNTING PRONOUNCEMENTS
NOTE 3:
BUSINESS
COMBINATIONS
79
Table of Contents
FedEx
National LTL
ANC
DTW Group
$
121
$
68
$
54
525
20
16
77
49
17
121
168
348
3
2
10
(60
)
(56
)
(18
)
(10
)
$
787
$
241
$
427
80
Table of Contents
$
10
91
10
20
(9
)
$
122
NOTE 4:
GOODWILL
AND INTANGIBLES
Purchase
Purchase
May 31,
Adjustments
May 31,
Goodwill
Adjustments
May 31,
2005
and Other
2006
Acquired
and Other
2007
$
528
$
2
$
530
$
549
$
9
$
1,088
90
90
90
666
(10
)
656
121
777
1,551
(2
)
1,549
(7
)
1,542
$
2,835
$
(10
)
$
2,825
$
670
$
2
$
3,497
May 31, 2007
May 31, 2006
Gross
Gross
Carrying
Accumulated
Net Book
Carrying
Accumulated
Net Book
Amount
Amortization
Value
Amount
Amortization
Value
$
206
$
(58
)
$
148
$
77
$
(29
)
$
48
79
(62
)
17
79
(57
)
22
74
(39
)
35
54
(30
)
24
$
359
$
(159
)
$
200
$
210
$
(116
)
$
94
$
567
$
$
567
$
567
$
$
567
81
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$
55
47
35
22
12
NOTE 5:
SELECTED
CURRENT LIABILITIES
May 31,
2007
2006
$
283
$
236
599
655
472
434
$
1,354
$
1,325
$
548
$
523
310
305
561
562
$
1,419
$
1,390
NOTE 6:
LONG-TERM
DEBT AND OTHER FINANCING ARRANGEMENTS
May 31,
2007
2006
$
$
200
500
500
500
500
499
249
249
300
300
239
239
18
2,287
2,006
308
310
51
126
2,646
2,442
639
850
$
2,007
$
1,592
82
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$
521
530
500
250
83
Table of Contents
NOTE 7:
LEASES
May 31,
2007
2006
$
115
$
114
165
167
20
34
151
166
451
481
306
331
$
145
$
150
For Years Ended May 31,
2007
2006
2005
$
1,916
$
1,919
$
1,793
241
245
235
$
2,157
$
2,164
$
2,028
(1)
Contingent rentals are based on
equipment usage.
$
103
13
97
8
8
137
366
58
$
308
84
Table of Contents
Aircraft and
Facilities and
Related Equipment
Other
Total
$
602
$
1,078
$
1,680
555
926
1,481
544
753
1,297
526
617
1,143
504
506
1,010
3,430
3,322
6,752
$
6,161
$
7,202
$
13,363
NOTE 8:
PREFERRED
STOCK
NOTE 9:
STOCK-BASED
COMPENSATION
85
Table of Contents
Change in
Impact on Fair
Assumption
Assumption
Value of Option
Expected life of the
option
This
is the period of time over which the options granted are
expected to remain outstanding. Generally, options granted have
a maximum term of 10 years. We examine actual stock option
exercises to determine the expected life of the options.
Increase
Increase
Expected
volatility
Actual changes in the market value of our stock are used to
calculate the volatility assumption. We calculate daily market
value changes from the date of grant over a past period equal to
the expected life of the options to determine volatility.
Increase
Increase
Risk-free interest
rate
This
is the U.S. Treasury Strip rate posted at the date of grant
having a term equal to the expected life of the option.
Increase
Increase
Expected dividend
yield
This
is the annual rate of dividends per share over the exercise
price of the option.
Increase
Decrease
2007
2006
2005
5 years
5 years
4 years
22%
25%
27%
4.879%
3.794%
3.559%
0.3023%
0.3229%
0.3215%
86
Table of Contents
Stock Options
Weighted-
Average
Weighted-
Remaining
Aggregate
Average
Contractual
Intrinsic Value
Shares
Exercise Price
Term
(in millions)
17,099,526
$
60.82
2,094,873
110.25
(2,333,845
)
49.55
(270,153
)
89.12
16,590,401
$
68.22
5.9 years
$
696
10,418,072
$
54.75
4.6 years
$
577
5,678,543
$
90.97
8.0 years
$
109
Restricted Stock
Weighted-
Average
Grant Date
Shares
Fair Value
583,106
$
76.97
175,005
109.90
(260,821
)
69.92
(15,943
)
88.69
481,347
$
92.37
Stock Options
Vested During
Fair Value
the Year
(in millions)
3,498,853
$
56
3,366,273
59
3,147,642
65
87
Table of Contents
NOTE 10:
COMPUTATION
OF EARNINGS PER SHARE
2007
2006
2005
$
2,016
$
1,806
$
1,449
307
304
301
18
19
18
(14
)
(13
)
(12
)
311
310
307
$
6.57
$
5.94
$
4.81
$
6.48
$
5.83
$
4.72
NOTE 11:
INCOME
TAXES
2007
2006
2005
$
829
$
719
$
634
72
79
65
174
132
103
1,075
930
802
90
151
67
27
13
(4
)
7
(1
)
(1
)
124
163
62
$
1,199
$
1,093
$
864
88
Table of Contents
2007
2006
2005
35.0
%
35.0
%
35.0
%
2.0
2.1
1.7
0.3
0.6
0.7
37.3
%
37.7
%
37.4
%
2007
2006
Deferred
Deferred
Deferred
Deferred
Tax Assets
Tax Liabilities
Tax Assets
Tax Liabilities
$
328
$
1,655
$
329
$
1,559
406
53
413
648
350
339
346
95
360
78
61
64
(49
)
(48
)
$
1,442
$
1,803
$
1,457
$
2,285
2007
2006
$
536
$
539
(897
)
(1,367
)
$
(361
)
$
(828
)
(1)
The significant reduction in the
non-current deferred tax liability in 2007 was primarily related
to the impact of our adoption of SFAS 158 discussed in
Note 12.
NOTE 12:
RETIREMENT
PLANS
89
Table of Contents
2007
2006
2005
$
442
$
400
$
337
49
45
41
152
147
136
55
73
68
$
698
$
665
$
582
90
Table of Contents
Prior to Adopting
Effect of Adopting
As Reported Under
SFAS 158
SFAS 158
SFAS 158
$
1,442
$
(1,442
)
$
1,240
(2
)
1,238
1,300
54
1,354
191
(191
)
907
257
1,164
1,479
(582
)
897
(48
)
(982
)
(1,030
)
91
Table of Contents
2007
2006
Actual
Target
Actual
Target
52
%
53
%
54
%
53
%
21
17
20
17
3
5
3
5
76
75
77
75
15
15
14
15
9
10
9
10
100
%
100
%
100
%
100
%
the duration of our pension plan liabilities, which drives the
investment strategy we can employ with our pension plan assets;
the types of investment classes in which we invest our pension
plan assets and the expected compound return we can reasonably
expect those investment classes to earn over the next 10 to
15 year time period (or such other time period that may be
appropriate); and
the investment returns we can reasonably expect our active
investment management program to achieve in excess of the
returns we could expect if investments were made strictly in
indexed funds.
92
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Pension Plans
Postretirement Healthcare Plans
2007
(1)
2006
2007
(1)
2006
$
11,559
$
10,090
$
12,153
$
10,401
$
475
$
537
540
473
31
42
707
642
28
32
590
858
9
(109
)
(261
)
(228
)
(40
)
(39
)
(1,551
)
1
5
31
6
17
12
$
12,209
$
12,153
$
525
$
475
$
10,130
$
8,826
$
$
1,086
1,034
524
492
23
27
(261
)
(228
)
(40
)
(39
)
27
6
17
12
$
11,506
$
10,130
$
$
$
(703
)
$
(2,023
)
$
(525
)
$
(475
)
(2)
3,026
(2)
(110
)
(2)
88
(2)
(3
)
(2)
(3
)
(2)
22
8
4
5
$
(681
)
$
1,096
$
(521
)
$
(583
)
$
(2)
$
1,349
$
(2)
$
1
(24
)
(30
)
(2)
(253
)
(2)
(583
)
(2)
(122
)
(2)
(658
)
(491
)
(2)
112
(3)
(2)
(2)
10
(2)
$
(681
)
$
1,096
$
(521
)
$
(583
)
$
3,324
$
(97
)
(1,475
)
2
(2
)
$
1,847
$
(95
)
$
167
$
(3
)
(113
)
(1
)
$
53
$
(3
)
(1)
Incorporates the provisions of
SFAS 158 adopted on May 31, 2007.
(2)
Not applicable for 2007 due to
adoption of SFAS 158.
(3)
The minimum pension liability
component of Accumulated Other Comprehensive Income for 2006 is
shown in the Statement of Changes in Stockholders
Investment and Comprehensive Income, net of deferred taxes.
93
Table of Contents
Fair Value of
Funded
Net Amount
ABO
PBO
Plan Assets
Status
Other
(2)
Recognized
$
10,926
$
11,487
$
11,300
$
(187
)
$
$
(187
)
314
326
(326
)
16
(3)
(310
)
319
396
206
(190
)
6
(3)
(184
)
$
11,559
$
12,209
$
11,506
$
(703
)
$
22
(3)
$
(681
)
$
9,591
$
11,569
$
9,969
$
(1,600
)
$
2,932
$
1,332
239
271
(271
)
123
(148
)
260
313
161
(152
)
64
(88
)
$
10,090
$
12,153
$
10,130
$
(2,023
)
$
3,119
$
1,096
(1)
Incorporates the provisions of
SFAS 158 adopted on May 31, 2007.
(2)
Amounts in Other
consist of unrecognized net actuarial loss, unamortized prior
service cost, unrecognized net transition amount and employer
contributions after measurement date.
(3)
Amounts in Other for
2007 represent only employer contributions after measurement
date, as unrecognized net actuarial loss, unamortized prior
service cost and unrecognized net transition amount were not
applicable in 2007 due to adoption of SFAS 158.
PBO Exceeds the Fair Value
of Plan Assets
2007
2006
$
12,085
$
12,153
11,381
10,130
94
Table of Contents
ABO Exceeds the Fair Value of Plan Assets
2007
2006
$
727
$
584
637
498
206
161
Pension Plans
Postretirement Healthcare Plans
2007
2006
2005
2007
2006
2005
$
540
$
473
$
417
$
31
$
42
$
37
707
642
579
28
32
32
(930
)
(811
)
(707
)
150
121
72
(4
)
(1
)
(1
)
$
467
$
425
$
361
$
55
$
73
$
68
Table of Contents
Postretirement
Pension Plans
Healthcare Plans
2007
2006
2005
2007
2006
2005
6.012
%
5.912
%
6.285
%
6.084
%
6.080
%
6.160
%
4.47
3.46
3.15
9.10
9.10
9.10
Postretirement
Pension Plans
Healthcare Plans
$
303
$
30
334
30
407
32
434
34
510
35
3,910
213
NOTE 13:
BUSINESS
SEGMENT INFORMATION
FedEx Express (express
transportation)
FedEx Trade Networks (global trade services)
FedEx Ground (small-package ground
delivery)
FedEx SmartPost (small-parcel consolidator)
FedEx Freight LTL Group:
FedEx Freight (regional LTL freight
transportation)
FedEx National LTL (long-haul LTL freight
transportation)
FedEx Custom Critical (time-critical transportation)
Caribbean Transportation Services (airfreight forwarding)
FedEx Kinkos (document
solutions and business services)
96
Table of Contents
97
Table of Contents
FedEx
FedEx
FedEx
FedEx
Express
Ground
Freight
Kinkos
Other and
Consolidated
Segment
Segment
Segment
(1)
Segment
Eliminations
Total
$
22,681
$
6,043
$
4,586
$
2,040
$
(136
)
$
35,214
21,446
5,306
3,645
2,088
(191
)
32,294
19,485
4,680
3,217
2,066
(85
)
29,363
$
856
$
268
$
195
$
139
$
284
$
1,742
805
224
120
148
253
1,550
798
176
102
138
248
1,462
$
1,955
$
813
$
463
$
45
$
$
3,276
1,767
705
485
57
3,014
1,414
604
354
100
(1
)
2,471
$
15,650
$
3,937
$
3,150
$
2,957
$
(1,694
)
$
24,000
14,673
3,378
2,245
2,941
(547
)
22,690
13,130
2,776
2,047
2,987
(536
)
20,404
(1)
Includes the operations of FedEx
National LTL from the date of acquisition, September 3,
2006.
(2)
FedEx Express operating expenses
include a $143 million charge associated with upfront
compensation and benefits under the new pilot labor contract.
(3)
Includes a $79 million
one-time, noncash charge to adjust the accounting for certain
facility leases ($75 million at FedEx Express).
(4)
Includes $48 million related
to the Airline Stabilization Act charge.
(5)
Segment assets include intercompany
receivables.
FedEx
FedEx
FedEx
FedEx
Express
Ground
Freight
Kinkos
Consolidated
Segment
Segment
Segment
Segment
Other
Total
$
1,672
$
489
$
287
$
157
$
277
$
2,882
1,408
487
274
94
255
2,518
1,195
456
217
152
216
2,236
98
Table of Contents
2007
2006
2005
$
6,485
$
6,422
$
5,969
1,990
1,974
1,798
2,883
2,853
2,799
11,358
11,249
10,566
6,722
6,139
5,464
18,080
17,388
16,030
2,412
2,218
1,854
1,045
840
670
394
434
381
3,851
3,492
2,905
750
566
550
22,681
21,446
19,485
6,043
5,306
4,680
4,586
3,645
3,217
2,040
2,088
2,066
(136
)
(191
)
(85
)
$
35,214
$
32,294
$
29,363
$
26,132
$
24,172
$
22,146
9,082
8,122
7,217
$
35,214
$
32,294
$
29,363
$
14,191
$
13,804
$
13,020
3,180
2,422
2,115
$
17,371
$
16,226
$
15,135
(1)
We reclassified certain prior
period international priority freight service revenues
previously included within IP package revenues to international
priority freight revenues to conform to the current period
presentation and more precisely present the nature of the
services provided.
(2)
Other revenues includes FedEx Trade
Networks and our international domestic express businesses, such
as ANC, DTW Group and our Canadian domestic express operations.
(3)
Includes the operations of FedEx
National LTL from the date of acquisition, September 3,
2006.
(4)
International revenue includes
shipments that either originate in or are destined to locations
outside the United States. Noncurrent assets include property
and equipment, goodwill and other long-term assets. Flight
equipment is allocated between geographic areas based on usage.
99
Table of Contents
NOTE 14:
SUPPLEMENTAL
CASH FLOW INFORMATION
2007
2006
2005
$
136
$
145
$
162
1,064
880
824
NOTE 15:
GUARANTEES
AND INDEMNIFICATIONS
NOTE 16:
COMMITMENTS
Aircraft-
Aircraft
Related
(1)
Other
(2)
Total
$
482
$
150
$
650
$
1,282
788
157
166
1,111
907
146
97
1,150
640
3
61
704
31
55
86
164
164
(1)
Primarily aircraft modifications.
(2)
Primarily vehicles, facilities,
computers and advertising and promotions contracts.
100
Table of Contents
A300
A310
B757
B777F
Total
9
2
7
18
3
13
16
4
6
10
3
9
12
3
3
12
2
30
15
59
NOTE 17:
CONTINGENCIES
101
Table of Contents
NOTE 18:
RELATED
PARTY TRANSACTIONS
102
Table of Contents
NOTE 19:
SUMMARY
OF QUARTERLY OPERATING RESULTS (UNAUDITED)
First
Second
Third
Fourth
Quarter
(1)
Quarter
(2)
Quarter
Quarter
$
8,545
$
8,926
$
8,592
$
9,151
784
839
641
1,012
475
511
420
610
1.55
1.67
1.37
1.98
1.53
1.64
1.35
1.96
$
7,707
$
8,090
$
8,003
$
8,494
584
790
713
927
339
471
428
568
1.12
1.55
1.41
1.86
1.10
1.53
1.38
1.82
(1)
Results for the first quarter of
2006 include a $79 million ($49 million, net of tax,
or $0.16 per diluted share) charge to adjust the accounting for
certain facility leases, predominantly at FedEx Express, as
described in Note 7.
(2)
Results for the second quarter of
2007 include a $143 million charge at FedEx Express
associated with upfront compensation and benefits under the new
labor contract with our pilots. Additionally, FedEx National
LTLs financial results have been included from
September 3, 2006 (the date of acquisition).
NOTE 20:
CONDENSED
CONSOLIDATING FINANCIAL STATEMENTS
103
Table of Contents
May 31, 2007
104
Table of Contents
May 31, 2006
105
Table of Contents
Year Ended May 31, 2007
Guarantor
Non-Guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
$
29,894
$
5,671
$
(351
)
$
35,214
103
11,632
2,005
13,740
2,964
944
(35
)
3,873
3
2,082
261
(3
)
2,343
2
1,513
227
1,742
3,317
216
3,533
1
1,830
121
1,952
(193
)
(170
)
363
84
4,133
851
(313
)
4,755
27,301
4,988
(351
)
31,938
2,593
683
3,276
2,016
390
(2,406
)
(22
)
(29
)
(2
)
(53
)
29
(34
)
5
(7
)
(1
)
(8
)
2,016
2,920
685
(2,406
)
3,215
971
228
1,199
$
2,016
$
1,949
$
457
$
(2,406
)
$
2,016
106
Table of Contents
Year Ended May 31, 2006
Guarantor
Non-Guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
$
28,310
$
4,325
$
(341
)
$
32,294
81
11,046
1,444
12,571
2,642
627
(18
)
3,251
4
2,163
226
(3
)
2,390
2
1,401
147
1,550
3,128
128
3,256
1
1,709
67
1,777
(164
)
(229
)
393
76
4,008
721
(320
)
4,485
25,868
3,753
(341
)
29,280
2,442
572
3,014
1,806
327
(2,133
)
(47
)
(57
)
(104
)
55
(78
)
23
(8
)
(4
)
1
(11
)
1,806
2,630
596
(2,133
)
2,899
876
217
1,093
$
1,806
$
1,754
$
379
$
(2,133
)
$
1,806
107
Table of Contents
Year Ended May 31, 2005
Guarantor
Non-Guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
$
25,859
$
3,927
$
(423
)
$
29,363
86
10,523
1,354
11,963
2,388
583
(36
)
2,935
3
2,088
211
(3
)
2,299
1
1,324
137
1,462
2,231
86
2,317
1
1,625
69
1,695
(172
)
(132
)
304
81
3,804
720
(384
)
4,221
23,851
3,464
(423
)
26,892
2,008
463
2,471
1,449
244
(1,693
)
(79
)
(58
)
(2
)
(139
)
90
(98
)
8
(11
)
(5
)
(3
)
(19
)
1,449
2,091
466
(1,693
)
2,313
695
169
864
$
1,449
$
1,396
$
297
$
(1,693
)
$
1,449
108
Table of Contents
Year Ended May 31, 2007
Guarantor
Non-Guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
(57
)
$
2,741
$
879
$
$
3,563
(1
)
(2,631
)
(250
)
(2,882
)
(175
)
(36
)
(1,099
)
(1,310
)
47
21
68
(176
)
(2,620
)
(1,328
)
(4,124
)
(578
)
40
538
(700
)
(206
)
(906
)
999
55
1,054
115
115
45
45
(110
)
(110
)
(5
)
(5
)
(234
)
(111
)
538
193
(467
)
10
89
(368
)
1,679
114
144
1,937
$
1,212
$
124
$
233
$
$
1,569
109
Table of Contents
Year Ended May 31, 2006
Guarantor
Non-Guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
(69
)
$
3,418
$
327
$
$
3,676
(4
)
(2,321
)
(193
)
(2,518
)
58
6
64
(4
)
(2,263
)
(187
)
(2,454
)
1,215
(1,073
)
(142
)
(250
)
(119
)
(369
)
144
144
(97
)
(97
)
(2
)
(2
)
1,010
(1,192
)
(142
)
(324
)
937
(37
)
(2
)
898
742
151
146
1,039
$
1,679
$
114
$
144
$
$
1,937
110
Table of Contents
Year Ended May 31, 2005
Guarantor
Non-Guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
(5
)
$
2,849
$
273
$
$
3,117
(3
)
(2,049
)
(184
)
(2,236
)
(122
)
(122
)
10
2
12
(2
)
(2
)
(125
)
(2,041
)
(182
)
(2,348
)
717
(651
)
(66
)
(600
)
(191
)
(791
)
99
99
(84
)
(84
)
132
(842
)
(66
)
(776
)
2
(34
)
25
(7
)
740
185
121
1,046
$
742
$
151
$
146
$
$
1,039
111
Table of Contents
112
Table of Contents
2007
(1)
2006
(2)
2005
(3)
2004
(4)
2003
$
35,214
$
32,294
$
29,363
$
24,710
$
22,487
3,276
3,014
2,471
1,440
1,471
3,215
2,899
2,313
1,319
1,338
$
2,016
$
1,806
$
1,449
$
838
$
830
$
6.57
$
5.94
$
4.81
$
2.80
$
2.79
$
6.48
$
5.83
$
4.72
$
2.76
$
2.74
307
304
301
299
298
311
310
307
304
303
$
0.37
$
0.33
$
0.29
$
0.29
$
0.15
$
12,636
$
10,770
$
9,643
$
9,037
$
8,700
24,000
22,690
20,404
19,134
15,385
2,007
1,592
2,427
2,837
1,709
12,656
11,511
9,588
8,036
7,288
669
671
670
645
643
238,935
221,677
215,838
195,838
190,918
(1)
Results for 2007 include a
$143 million charge at FedEx Express associated with
upfront compensation and benefits under the new labor contract
with our pilots. See Note 1 to the accompanying
consolidated financial statements. Additionally, results for
2007 include several acquisitions from the date of acquisition
as described in Note 3 to the accompanying financial
statements.
(2)
Results for 2006 include a
$79 million ($49 million, net of tax, or $0.16 per
diluted share) charge to adjust the accounting for certain
facility leases, predominantly at FedEx Express. See Note 7
to the accompanying consolidated financial statements.
(3)
Results for 2005 include a
$48 million ($31 million, net of tax, or $0.10 per
diluted share) Airline Stabilization Act charge at FedEx Express
(see Note 1 to the accompanying consolidated financial
statements) and a $12 million or $0.04 per diluted share
benefit from an income tax adjustment (see Note 11 to the
accompanying consolidated financial statements).
(4)
Results for 2004 include
$435 million ($270 million, net of tax, or $0.89 per
diluted share) of business realignment costs and a
$37 million, or $0.12 per diluted share, benefit related to
a favorable ruling on an aircraft engine maintenance tax case
and the reduction of our effective tax rate. Additionally, FedEx
Kinkos financial results have been included from
February 12, 2004 (the date of acquisition).
113
Table of Contents
PUBLIC ACCOUNTING FIRM
114
Table of Contents
Additions
Balance
Charged
Balance
at
Charged
to
at
Beginning
to Costs
Other
End of
of Year
Expenses
Accounts
Deductions
Year
$
80
$
106
$
$
107
(a)
$
79
73
121
114
(a)
80
89
101
117
(a)
73
$
64
$
$
478
(b)
$
485
(c)
$
57
52
489
(b)
477
(c)
64
62
406
(b)
416
(c)
52
$
150
$
9
$
$
3
$
156
142
10
2
150
124
19
1
142
(a)
Uncollectible accounts written off,
net of recoveries.
(b)
Principally charged against revenue.
(c)
Service failures, rebills and other.
115
Table of Contents
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(UNAUDITED)
(IN MILLIONS, EXCEPT RATIOS)
Year Ended May 31,
2007
2006
2005
2004
2003
$
3,215
$
2,899
$
2,313
$
1,319
$
1,338
136
142
160
136
124
6
5
6
7
4
766
842
800
712
713
$
4,123
$
3,888
$
3,279
$
2,174
$
2,179
$
136
$
142
$
160
$
136
$
124
34
33
22
11
16
6
5
6
7
4
766
842
800
712
713
$
942
$
1,022
$
988
$
866
$
857
4.4
3.8
3.3
2.5
2.5
116
Table of Contents
Exhibit
Certificate of
Incorporation and Bylaws
3
.1
Second Amended and Restated
Certificate of Incorporation of FedEx. (Filed as
Exhibit 3.1 to FedExs FY07 First Quarter Report on
Form 10-Q,
and incorporated herein by reference.)
3
.2
Amended and Restated Bylaws of
FedEx. (Filed as Exhibit 3.1 to FedExs Current Report
on
Form 8-K
dated March 12, 2007, and incorporated herein by reference.)
Facility Lease
Agreements
*10
.1
Composite Lease Agreement dated
May 21, 2007 (but effective as of January 1,
2007) between the Memphis-Shelby County Airport Authority
(the Authority) and FedEx Express.
10
.2
Special Facility Lease Agreement
dated as of August 1, 1979 between the Authority and FedEx
Express. (Filed as Exhibit 10.15 to FedEx Expresss
FY90 Annual Report on
Form 10-K,
and incorporated herein by reference.)
10
.3
First Special Facility
Supplemental Lease Agreement dated as of May 1, 1982
between the Authority and FedEx Express. (Filed as
Exhibit 10.25 to FedEx Expresss FY93 Annual Report on
Form 10-K,
and incorporated herein by reference.)
10
.4
Second Special Facility
Supplemental Lease Agreement dated as of November 1, 1982
between the Authority and FedEx Express. (Filed as
Exhibit 10.26 to FedEx Expresss FY93 Annual Report on
Form 10-K,
and incorporated herein by reference.)
10
.5
Third Special Facility
Supplemental Lease Agreement dated as of December 1, 1984
between the Authority and FedEx Express. (Filed as
Exhibit 10.25 to FedEx Expresss FY95 Annual Report on
Form 10-K,
and incorporated herein by reference.)
10
.6
Fourth Special Facility
Supplemental Lease Agreement dated as of July 1, 1992
between the Authority and FedEx Express. (Filed as
Exhibit 10.20 to FedEx Expresss FY92 Annual Report on
Form 10-K,
and incorporated herein by reference.)
10
.7
Fifth Special Facility
Supplemental Lease Agreement dated as of July 1, 1997
between the Authority and FedEx Express. (Filed as
Exhibit 10.35 to FedEx Expresss FY97 Annual Report on
Form 10-K,
and incorporated herein by reference.)
10
.8
Sixth Special Facility
Supplemental Lease Agreement dated as of December 1, 2001
between the Authority and FedEx Express. (Filed as
Exhibit 10.28 to FedExs FY02 Annual Report on
Form 10-K,
and incorporated herein by reference.)
10
.9
Seventh Special Facility
Supplemental Lease Agreement dated as of June 1, 2002
between the Authority and FedEx Express. (Filed as
Exhibit 10.3 to FedExs FY03 First Quarter Report on
Form 10-Q,
and incorporated herein by reference.)
10
.10
Special Facility Lease Agreement
dated as of July 1, 1993 between the Authority and FedEx
Express. (Filed as Exhibit 10.29 to FedEx Expresss
FY93 Annual Report on
Form 10-K,
and incorporated herein by reference.)
10
.11
Special Facility Ground Lease
Agreement dated as of July 1, 1993 between the Authority
and FedEx Express. (Filed as Exhibit 10.30 to FedEx
Expresss FY93 Annual Report on
Form 10-K,
and incorporated herein by reference.)
Aircraft-Related
Agreement
10
.12
Boeing 777 Freighter Purchase
Agreement dated as of November 7, 2006 between The Boeing
Company and FedEx Express. Confidential treatment has been
granted for confidential commercial and financial information,
pursuant to
Rule 24b-2
under the Securities Exchange Act of 1934, as amended. (Filed as
Exhibit 10.1 to FedExs FY07 Second Quarter Report on
Form 10-Q,
and incorporated herein by reference.)
E-1
Table of Contents
Exhibit
U.S. Postal Service
Agreement
10
.13
Transportation Agreement dated
July 31, 2006 between the United States Postal Service and
FedEx Express. Confidential treatment has been granted for
confidential commercial and financial information, pursuant to
Rule 24b-2
under the Securities Exchange Act of 1934, as amended. (Filed as
Exhibit 10.2 to FedExs FY07 First Quarter Report on
Form 10-Q,
and incorporated herein by reference.)
10
.14
Amendment dated November 30,
2006 to the Transportation Agreement dated July 31, 2006
between the United States Postal Service and FedEx Express.
Confidential treatment has been granted for confidential
commercial and financial information, pursuant to
Rule 24b-2
under the Securities Exchange Act of 1934, as amended. (Filed as
Exhibit 10.2 to FedExs FY07 Second Quarter Report on
Form 10-Q,
and incorporated herein by reference.)
*10
.15
Letter Agreement dated
March 8, 2007 and Letter Agreement dated May 14, 2007,
each amending the Transportation Agreement dated July 31,
2006, as amended, between the United States Postal Service and
FedEx Express. Confidential treatment has been requested for
confidential commercial and financial information, pursuant to
Rule 24b-2
under the Securities Exchange Act of 1934, as amended.
Financing
Agreement
10
.16
Five-Year Credit Agreement dated
as of July 20, 2005 among FedEx, JPMorgan Chase Bank, N.A.,
individually and as administrative agent, and certain lenders.
(Filed as Exhibit 99.1 to FedExs Current Report on
Form 8-K
dated July 20, 2005, and incorporated herein by reference.)
FedEx is not filing any other
instruments evidencing any indebtedness because the total amount
of securities authorized under any single such instrument does
not exceed 10% of the total assets of FedEx and its subsidiaries
on a consolidated basis. Copies of such instruments will be
furnished to the Securities and Exchange Commission upon
request.
Management
Contracts/Compensatory Plans or Arrangements
10
.17
1993 Stock Incentive Plan and Form
of Stock Option Agreement pursuant to 1993 Stock Incentive Plan,
as amended. (The 1993 Stock Incentive Plan was filed as
Exhibit A to FedEx Expresss FY93 Definitive Proxy
Statement, Commission File
No. 1-7806,
and is incorporated herein by reference, and the form of stock
option agreement was filed as Exhibit 10.61 to FedEx
Expresss FY94 Annual Report on
Form 10-K,
and is incorporated herein by reference.)
10
.18
Amendment to 1993 Stock Incentive
Plan. (Filed as Exhibit 10.63 to FedEx Expresss FY94
Annual Report on
Form 10-K,
and incorporated herein by reference.)
10
.19
1995 Stock Incentive Plan and Form
of Stock Option Agreement pursuant to 1995 Stock Incentive Plan.
(The 1995 Stock Incentive Plan was filed as Exhibit A to
FedEx Expresss FY95 Definitive Proxy Statement, and is
incorporated herein by reference, and the form of stock option
agreement was filed as Exhibit 99.2 to FedEx Expresss
Registration Statement
No. 333-03443
on
Form S-8,
and is incorporated herein by reference.)
10
.20
Amendment to 1993 and 1995 Stock
Incentive Plans. (Filed as Exhibit 10.79 to FedEx
Expresss FY97 Annual Report on
Form 10-K,
and incorporated herein by reference.)
10
.21
1997 Stock Incentive Plan, as
amended, and Form of Stock Option Agreement pursuant to 1997
Stock Incentive Plan. (The 1997 Stock Incentive Plan was filed
as Exhibit 4.3 to FedExs Registration Statement on
Form S-8,
Registration
No. 333-71065,
and is incorporated herein by reference, and the form of stock
option agreement was filed as Exhibit 4.4 to FedExs
Registration Statement
No. 333-71065
on
Form S-8,
and is incorporated herein by reference.)
10
.22
Amendment to 1997 Stock Incentive
Plan. (Filed as Exhibit A to FedExs FY98 Definitive
Proxy Statement, and incorporated herein by reference.)
Table of Contents
Exhibit
10
.23
1999 Stock Incentive Plan and Form
of Stock Option Agreement pursuant to 1999 Stock Incentive Plan.
(The 1999 Stock Incentive Plan was filed as Exhibit 4.3 to
FedExs Registration Statement
No. 333-34934
on
Form S-8,
and is incorporated herein by reference, and the form of stock
option agreement was filed as Exhibit 4.4 to FedExs
Registration Statement
No. 333-34934
on
Form S-8,
and is incorporated herein by reference.)
10
.24
2002 Stock Incentive Plan and Form
of Stock Option Agreement pursuant to 2002 Stock Incentive Plan.
(The 2002 Stock Incentive Plan was filed as Exhibit 4.3 to
FedExs Registration Statement
No. 333-100572
on
Form S-8,
and is incorporated herein by reference, and the form of stock
option agreement was filed as Exhibit 4.4 to FedExs
Registration Statement
No. 333-100572
on
Form S-8,
and is incorporated herein by reference.)
10
.25
1997 Restricted Stock Plan and
Form of Restricted Stock Agreement pursuant to 1997 Restricted
Stock Plan. (Filed as Exhibit 10.82 to FedEx Expresss
FY97 Annual Report on
Form 10-K,
and incorporated herein by reference.)
10
.26
Amendment to 1997 Restricted Stock
Plan. (Filed as Exhibit 10.65 to FedExs FY02 Annual
Report on
Form 10-K,
and incorporated herein by reference.)
10
.27
2001 Restricted Stock Plan and
Form of Restricted Stock Agreement pursuant to 2001 Restricted
Stock Plan. (Filed as Exhibit 10.60 to FedExs FY01
Annual Report on
Form 10-K,
and incorporated herein by reference.)
10
.28
Amendment to 2001 Restricted Stock
Plan. (Filed as Exhibit 10.67 to FedExs FY02 Annual
Report on
Form 10-K,
and incorporated herein by reference.)
10
.29
Amendment to 1995, 1997, 1999 and
2002 Stock Incentive Plans and 1997 and 2001 Restricted Stock
Plans. (Filed as Exhibit 10.3 to FedExs FY04 Second
Quarter Report on
Form 10-Q,
and incorporated herein by reference.)
10
.30
FedEx Corporation Incentive Stock
Plan, as amended, and Forms of Stock Option and Restricted Stock
Agreements pursuant to FedEx Corporation Incentive Stock Plan.
(The FedEx Corporation Incentive Stock Plan, as amended, was
filed as Exhibit 4.1 to FedExs Registration Statement
No. 333-130619
on
Form S-8,
and is incorporated herein by reference. The form of stock
option agreement was filed as Exhibit 4.4 to FedExs
Registration Statement
No. 333-111399
on
Form S-8,
and is incorporated herein by reference. The form of restricted
stock agreement was filed as Exhibit 4.5 to FedExs
Registration Statement
No. 333-111399
on
Form S-8,
and is incorporated herein by reference.)
10
.31
Amendment to FedEx Corporation
Incentive Stock Plan, as amended, and 1997, 1999 and 2002 Stock
Incentive Plans. (Filed as Exhibit 10.2 to FedEx
Corporations FY2006 Third Quarter Report on
Form 10-Q,
and incorporated herein by reference)
10
.32
FedEx Corporation Incentive Stock
Plan 2005 Inland Revenue Approved Sub-Plan for the United
Kingdom and Form of Share Option Agreement pursuant to the FedEx
Corporation Incentive Stock Plan 2005 Inland Revenue Approved
Sub-Plan for the United Kingdom. (The United Kingdom Sub-Plan
was filed as Exhibit 4.2 to FedEx Corporations
Registration Statement
No. 333-130619
on
Form S-8,
and is incorporated herein by reference, and the form of share
option agreement pursuant to the UK Sub-Plan was filed as
Exhibit 4.3 to FedEx Corporations Registration
Statement
No. 333-130619
on
Form S-8,
and is incorporated herein by reference.)
10
.33
FedEx Expresss Retirement
Parity Pension Plan, as amended and restated effective
June 1, 1999. (Filed as Exhibit 10.54 to FedExs
FY2000 Annual Report on
Form 10-K,
and incorporated herein by reference.)
10
.34
First Amendment dated as of
March 1, 2000 to FedEx Expresss Retirement Parity
Pension Plan. (Filed as Exhibit 10.67 to FedExs
FY2003 Annual Report on
Form 10-K,
and incorporated herein by reference.)
10
.35
Joint Amendment dated as of
May 31, 2003 to FedEx Expresss Retirement Parity
Pension Plan and FedEx Grounds 401(a)(17) Benefit Plan and
Excess Benefit Plan. (Filed as Exhibit 10.68 to
FedExs FY2003 Annual Report on
Form 10-K,
and incorporated herein by reference.)
10
.36
Third Amendment dated as of
June 1, 2003 to the FedEx Corporation Retirement Parity
Pension Plan (see Exhibit 10.35 for name change). (Filed as
Exhibit 10.76 to FedExs FY2004 Annual Report on
Form 10-K,
and incorporated herein by reference.)
Table of Contents
Exhibit
10
.37
Amendment dated December 5,
2004 to the FedEx Corporation Retirement Parity Pension Plan.
(Filed as Exhibit 10.1 to FedExs FY05 Second Quarter
Report on
Form 10-Q,
and incorporated herein by reference.)
*10
.38
Compensation Arrangements with
Named Executive Officers.
*10
.39
Compensation Arrangements with
Outside Directors.
10
.40
FedExs Amended and Restated
Retirement Plan for Outside Directors. (Filed as
Exhibit 10.87 to FedEx Expresss FY97 Annual Report on
Form 10-K,
and incorporated herein by reference.)
10
.41
Consulting Agreement dated
May 25, 2006 between Daniel J. Sullivan and FedEx Ground.
(Filed as Exhibit 10.82 to FedExs FY06 Annual Report
on
Form 10-K,
and incorporated herein by reference.)
10
.42
Amendment dated December 8,
2006 to Consulting Agreement dated May 25, 2006 between
Daniel J. Sullivan and FedEx Ground. (Filed as Exhibit 10.1
to FedExs FY07 Third Quarter Report on
Form 10-Q,
and incorporated herein by reference.)
10
.43
Confidentiality, Non-Solicitation
and Non-Competition Agreement dated January 27, 1998 by and
among Daniel J. Sullivan, Caliber, FedEx Express, FedEx Ground
(formerly known as RPS, Inc.) and FedEx Corporation (formerly
known as FDX Corporation). (Filed as Exhibit 10.83 to
FedExs FY06 Annual Report on
Form 10-K,
and incorporated herein by reference.)
10
.44
First Amendment dated
April 3, 2000 to the Confidentiality, Non-Solicitation and
Non-Competition Agreement dated January 27, 1998 by and
among Daniel J. Sullivan, Caliber, FedEx Express, FedEx Ground
(formerly known as RPS, Inc.) and FedEx Corporation (formerly
known as FDX Corporation). (Filed as Exhibit 10.84 to
FedExs FY06 Annual Report on
Form 10-K,
and incorporated herein by reference.)
10
.45
Form of Management Retention
Agreement entered into between FedEx Corporation and each of
Frederick W. Smith, David J. Bronczek, Robert B. Carter, Douglas
G. Duncan, T. Michael Glenn, Alan B. Graf, Jr., Kenneth A. May,
David F. Rebholz and Christine P. Richards. (Filed as
Exhibit 10.2 to FedExs FY05 Second Quarter Report on
Form 10-Q,
and incorporated herein by reference.)
*10
.46
Policy on Personal Use of
Corporate Aircraft.
*10
.47
Form of Aircraft Time Sharing
Agreement entered into between FedEx Express and each of
Frederick W. Smith, David J. Bronczek, Robert B. Carter, Douglas
G. Duncan, T. Michael Glenn, Alan B. Graf, Jr., Kenneth A. May,
David F. Rebholz and Christine P. Richards.
Other
Exhibits
*12
Statement re Computation of Ratio
of Earnings to Fixed Charges (presented on page 116 of this
Annual Report on
Form 10-K).
*21
Subsidiaries of Registrant.
*23
Consent of Ernst & Young
LLP, Independent Registered Public Accounting Firm.
*24
Powers of Attorney.
*31
.1
Certification of Principal
Executive Officer Pursuant to
Rules 13a-14(a)
and 15d-14(a) under the Securities Exchange Act of 1934, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
*31
.2
Certification of Principal
Financial Officer Pursuant to
Rules 13a-14(a)
and 15d-14(a) under the Securities Exchange Act of 1934, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
*32
.1
Certification of Principal
Executive Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
*32
.2
Certification of Principal
Financial Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
*
Filed herewith.
Page | ||||
ARTICLE I
|
||||
DEFINITIONS; INTERPRETATIVE PROVISIONS
|
||||
|
||||
Section 1.01 Definitions
|
1 | |||
Section 1.02 Other Terms
|
5 | |||
Section 1.03 Interpretative Provisions
|
5 | |||
Section 1.04 Nature of the Lease; Additional Parcels
|
6 | |||
|
||||
ARTICLE II
|
||||
THE LEASE
|
||||
|
||||
Section 2.01 Grant of Leasehold
|
6 | |||
Section 2.02 Term
|
7 | |||
Section 2.03 Rent
|
7 | |||
Section 2.04 Net Lease
|
8 | |||
Section 2.05 Granting of Easements by Tenant
|
8 | |||
Section 2.06 Use of Premises; Compliance with Law; Licenses and
Permits; Nondiscrimination
|
8 | |||
Section 2.07 Ingress and Egress
|
10 | |||
Section 2.08 Approach Protection; Reservation of Mineral Rights
|
11 | |||
Section 2.09 Authoritys Right of Entry
|
11 | |||
Section 2.10 Renewal of Term of Agreement
|
12 | |||
|
||||
ARTICLE III
|
||||
ALTERATIONS AND IMPROVEMENTS
|
||||
|
||||
Section 3.01 Improvements
|
13 | |||
Section 3.02 Liens
|
14 | |||
|
||||
ARTICLE IV
|
||||
MAINTENANCE; UTILITIES; TAXES AND ASSESSMENTS; INSURANCE
|
||||
|
||||
Section 4.01 Maintenance
|
15 | |||
Section 4.02 Utilities
|
16 | |||
Section 4.03 Taxes and Assessments
|
16 | |||
Section 4.04 Insurance
|
17 | |||
|
||||
ARTICLE V
|
||||
CASUALTY; CONDEMNATION; TERMINATING EVENTS
|
||||
|
||||
Section 5.01 Casualty Losses
|
19 | |||
Section 5.02 Condemnation
|
19 | |||
Section 5.03 Terminating Events
|
21 |
(i)
Page | ||||
ARTICLE VI
|
||||
ASSIGNMENT AND SUBLETTING
|
||||
|
||||
Section 6.01 Assignment and Subletting by Tenant
|
21 | |||
Section 6.02 Assignment by Authority
|
22 | |||
ARTICLE VII
|
||||
COVENANTS
|
||||
Section 7.01 Quiet Enjoyment of Premises
|
22 | |||
Section 7.02 Maintenance of Corporate Existence, Etc
|
22 | |||
Section 7.03 Estoppel Certificates
|
23 | |||
Section 7.04 Security Control
|
23 | |||
Section 7.05 Indemnification by Tenant
|
23 | |||
Section 7.06 Surrender of Premises
|
24 | |||
|
||||
ARTICLE VIII
|
||||
HAZARDOUS SUBSTANCES
|
||||
|
||||
Section 8.01 Notice of Discovery of Hazardous Substances
|
24 | |||
Section 8.02 Permitted Activities; Compliance Program
|
24 | |||
Section 8.03 Indemnity
|
25 | |||
Section 8.04 Removal of Under- and Above-Ground Storage Tanks
|
26 | |||
|
||||
ARTICLE IX
|
||||
REPRESENTATIONS AND WARRANTIES
|
||||
|
||||
Section 9.01 Authoritys Representations and Warranties
|
26 | |||
Section 9.02 Tenants Representations and Warranties
|
27 | |||
|
||||
ARTICLE X
|
||||
DEFAULT; REMEDIES
|
||||
|
||||
Section 10.01 Breach by Tenant
|
28 | |||
Section 10.02 Breach by Authority; Set-offs Against Rents
|
31 | |||
Section 10.03 No Personal Liability
|
31 | |||
|
||||
ARTICLE XI
|
||||
MISCELLANEOUS
|
||||
|
||||
Section 11.01 Governing Law; Consent to Jurisdiction
|
32 | |||
Section 11.02 Severability
|
32 | |||
Section 11.03 Notices
|
32 | |||
Section 11.04 Entire Agreement; Amendments
|
33 | |||
Section 11.05 Parties in Interest
|
33 | |||
Section 11.06 Further Assurances
|
33 |
(ii)
Page | ||||
Section 11.07 Waivers
|
34 | |||
Section 11.08 Rights and Remedies Cumulative
|
34 | |||
Section 11.09 Time is of the Essence
|
34 | |||
Section 11.10 Costs and Attorneys Fees
|
34 | |||
Section 11.11 Counterparts; Effectiveness
|
34 | |||
Section 11.12 Authority May Perform Tenants Obligations
|
34 | |||
Section 11.13 Subordination of Agreement to Certain Agreements
with Federal Government; FAA Approval
|
35 | |||
Section 11.14 Memorandum of Lease
|
35 | |||
Section 11.15 Interpretation
|
35 |
(iii)
- 2 -
- 3 -
- 4 -
Term | Section | |
Agreement
|
Preamble | |
ASTs
|
Section 8.02(a) | |
Authority
|
Preamble | |
Effective Date
|
Preamble | |
Initial Term
|
Section 2.02 | |
Land
|
Section 2.01 | |
Navigable Airspace Regulation
|
Section 3.01(a) | |
Net Award
|
Section 5.02(e) | |
Net Proceeds
|
Section 5.01(c) | |
Original Lease Agreement
|
Recitals | |
Permitted Activities
|
Section 8.02(a) | |
Permitted Materials
|
Section 8.02(a) | |
Premises
|
Section 2.01 | |
Rent Adjustment Date
|
Section 2.03(a)(i) | |
Tenant
|
Preamble | |
Term
|
Section 2.02 | |
Terminating Event
|
Section 5.03 | |
USTs
|
Section 8.02(a) |
- 5 -
- 6 -
- 7 -
- 8 -
- 9 -
- 10 -
- 11 -
- 12 -
- 13 -
- 14 -
- 15 -
- 16 -
- 17 -
- 18 -
- 19 -
- 20 -
- 21 -
- 22 -
- 23 -
- 24 -
- 25 -
- 26 -
- 27 -
- 28 -
- 29 -
- 30 -
- 31 -
- 32 -
- 33 -
- 34 -
- 35 -
MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY
|
||||
By: | /s/ LARRY D. COX | |||
Larry D. Cox, A.A.E. | ||||
President and Chief Executive Officer | ||||
ATTEST:
|
||
|
||
/s/ ANTHONY W. BROWN
|
||
Vice President, Business
Diversity and
Government Affairs |
||
|
||
APPROVED AS TO FORM AND
LEGALITY: |
||
|
||
/s/ SARA L. HALL
|
||
Sara L. Hall,
Vice-President and General
Counsel
|
FEDERAL EXPRESS CORPORATION
|
||||
By: | /s/ GRAHAM R. SMITH | |||
Graham R. Smith, | ||||
Vice-President, Properties and Facilities | ||||
ATTEST:
|
||
|
||
/s/ CARY S. BLANCETT
|
||
Title: Assistant Secretary
|
- 36 -
/s/ SHAWNITA L. NEELY | ||||
Notary Public | ||||
/s/ BEVERLY AZLIN | ||||
Notary Public | ||||
- 37 -
2003 CORPORATE AVENUE-B3
MEMPHIS, TN 38132
FEDEX
CURRENT
CURRENT
PROJECTED RATES
PARCEL
LEASE
EFFECTIVE
SQUARE
CURRENT
MONTHLY
ANNUAL
EFFECTIVE JULY 2008
7/1/2008
7/1/2013
9
7/1/2018
9
NUMBER
NUMBER
CURRENT SUPPLEMENTAL
USE OR LOCATION
DATE
FEET
RATE
BILLING
BILLING
RATES
MONTHLY
ANNUAL
ESCALATION
ESCALATION
ESCALATION
07-0958
N/A
TAXIWAY N
1/1/2009
1
100,035
N/A
$
0.00
$
0.00
N/A
N/A
N/A
N/A
CPI OR 13%
CPI OR 13%
07-0959
SUPPLEMENTAL 26
AMR FACILITIES/LANDLOCKED PARCELS
1/1/2007
1,082,446
Varies
3
$
30,869.35
$
370,432.20
$
0.3935
$
35,497.91
$
425,974.97
15
%
3
CPI OR 13%
CPI OR 13%
SUPPLEMENTALS
WEST RAMP
07-0960
18, 19, 20, 21, 22 & 23
UNIMPROVED GROUND
1/1/2007
3,111,647
$
0.1525
$
39,543.85
$
474,526.17
$
0.1906
$
49,423.33
$
593,079.92
N/A
CPI OR 13%
CPI OR 13%
22, 24 & 25
UNIMPROVED GROUND
1/1/2007
914,283
$
0.1525
$
11,619.01
$
139,428.16
$
0.1906
$
14,521.86
$
174,262.34
N/A
CPI OR 13%
CPI OR 13%
07-0961
N/A
TAXIWAY C
1/1/2009
2
731,098
N/A
$
0.00
$
0.00
N/A
N/A
N/A
N/A
CPI OR 13%
CPI OR 13%
07-0962
SUPPLEMENTAL 13
UNIMPROVED APRON/GRACELAND RAMP
1/1/2007
515,496
$
0.1525
$
6,551.10
$
78,613.14
$
0.1906
$
8,187.79
$
78,613.14
N/A
CPI OR 13%
CPI OR 13%
SUPPLEMENTAL 17
UNIMPROVED APRON/SIERRA RAMP
1/1/2007
$
0.1525
N/A
CPI OR 13%
CPI OR 13%
07-0963
AGREEMENT #92-0833
IRS/AOD
1/1/2007
2,248,286
$
0.6650
$
125,000.00
$
1,500,000.00
$
0.6672
$
125,000.00
$
1,500,000.00
N/A
15%
CPI 0R 13%
07-0964
SOUTHWIDE #90-0242
GRAEBER ASSIGNMENT
1/1/2007
427,030
$
0.1029
$
2,506.15
$
30,073.80
$
0.1029
$
2,506.15
$
43,941.39
25
%
5
CPI OR 13%
CPI OR 13%
07-0965
SOUTHWIDE ASGMT. #80-0223
EQUITABLE LIFE
1/1/2007
451,370
$
0.0644
$
2,340.16
$
28,081.92
$
0.0644
$
2,340.16
$
29,068.23
25
%
5
CPI OR 13%
CPI OR 13%
07-0966
SUPPLEMENTAL 15 (INTERNATIONAL PARK)
FEDEX PARKING TCHULAHOMA
1/1/2007
833,458
$
0.2673
$
18,565.28
$
222,783.36
$
0.2673
$
18,565.28
$
222,783.32
N/A
CPI OR 13%
CPI OR 13%
07-0967
SUPPLEMENTAL 16 (INTERNATIONAL PARK)
FEDEX CONSTRUCTION STORAGE AREA
1/1/2007
140,617
$
0.2673
$
3,132.24
$
37,586.92
$
0.2673
$
3,132.24
$
37,586.92
N/A
CPI OR 13%
CPI OR 13%
07-0968
SUPPLEMENTAL 13
UNIMPROVED GROUND/GSE STORAGE
1/1/2007
187,217
$
0.1525
$
2,379.22
$
28,550.59
$
0.1906
$
2,973.63
$
35,683.56
N/A
CPI OR 13%
CPI OR 13%
07-0969
SUPPLEMENTAL 27
A-380 GSE STORAGE
DBO/12/1/07
4
187,618
N/A
$
0.00
$
0.00
$
0.1525
$
2,384.31
$
28,611.75
N/A
CPI OR 13%
CPI OR 13%
07-0970
SUPPLEMENTAL 23
A-380 RAMP
1/1/2007
1,900,006
$
0.1220
$
19,316.73
$
231,800.73
$
0.1220
$
19,316.73
$
231,800.73
N/A
CPI OR 13%
CPI OR 13%
SUPPLEMENTAL 25
A-380 GSE RAMP
1/1/2007
319,113
$
0.1525
$
4,055.39
$
48,664.73
$
0.1906
$
5,068.58
$
60,822.94
N/A
CPI OR 13%
CPI OR 13%
07-0971
SUPPLEMENTAL 14
UNIMPROVED APRON/DE-ICING EQUIPMENT STORAGE
1/1/2007
428,616
$
0.1525
$
5,447.00
$
65,363.94
$
0.1906
$
6,807.85
$
81,694.21
N/A
CPI OR 13%
CPI OR 13%
15
07-0972
**N/A
SPRANKLE ROAD
1/1/2007
200,695
$
0.0000
$
0.00
$
0.00
N/A
N/A
N/A
N/A
N/A
N/A
16
07-0973
**N/A
REPUBLIC ROAD
1/1/2007
113,179
$
0.0000
$
0.00
$
0.00
N/A
N/A
N/A
N/A
N/A
N/A
SUPPLEMENTALS
1
Parcel 1, 2, 3, 4, 6 & 9 (UNIMP GROUND)
1/1/2007
1,662,877
$
0.1525
$
21,132.40
$
253,588.74
$
0.1906
$
26,412.03
$
316,944.36
N/A
CPI OR 13%
CPI OR 13%
1
Parcel 1, 2, 7, 9 (IMP APRON)
1/1/2007
1,908,290
$
0.1906
$
30,310.01
$
363,720.07
$
0.2383
$
37,895.46
$
454,745.51
N/A
CPI OR 13%
CPI OR 13%
Parcel 5 (INTERNATIONAL PARK)
1/1/2007
24,000
$
0.2673
$
534.60
$
6,415.20
$
0.3341
$
668.25
$
8,019.00
25
%
5
CPI OR 13%
CPI OR 13%
1
Parcel 8 (INTERNATIONAL PARK)
FUEL TANKS
1/1/2007
247,254
$
0.2673
$
5,507.58
$
66,090.99
$
0.3341
$
6,884.48
$
82,613.74
25
%
5
CPI OR 13%
CPI OR 13%
1 & 8
Parcel 12 (INTERNATIONAL PARK)
ARTC TRAINING BUILDING
1/1/2007
117,915
$
0.2673
$
2,626.56
$
31,518.68
$
0.3341
$
3,283.20
$
39,398.35
25
%
5
CPI OR 13%
CPI OR 13%
1 & 8
Parcel 11 (INTERNATIONAL PARK)
GAS STATION
1/1/2007
45,359
$
0.2673
$
1,010.37
$
12,124.46
$
0.3341
$
1,262.96
$
15,155.58
25
%
5
CPI OR 13%
CPI OR 13%
8
Parcel 9 (INTERNATIONAL PARK)
SOUTH RAMP, COURTYARD, SOUTHGATES
1/1/2007
1,586,172
$
0.2673
$
35,331.98
$
423,983.78
$
0.3341
$
44,164.98
$
529,979.72
25
%
5
CPI OR 13%
CPI OR 13%
Parcel 10 (INTERNATIONAL PARK)
SOUTHEASTERN RAMP, NORTH SECONDARY,
1/1/2007
70,200
$
0.2673
$
1,563.71
$
18,764.46
$
0.3341
$
1,954.63
$
23,455.58
25
%
5
CPI OR 13%
CPI OR 13%
07-0974
Parcel 17 (INTERNATIONAL PARK)
NORTH INPUT, PRIMARY SORT,
1/1/2007
4,333,659
$
0.2673
$
96,532.25
$
1,158,387.00
$
0.3341
$
120,665.32
$
1,447,983.84
25
%
5
CPI OR 13%
CPI OR 13%
SMALL PACKAGE SORT SYSTEM,
INTERNATIONAL INPUT, HEAVY WEIGHT, EAST RAMP
TAB-LINE MAINTENANCE
1/1/2007
556,334
$
0.2673
$
12,392.34
$
148,708.08
$
0.3341
$
15,489.27
$
185,871.19
25
%
5
CPI OR 13%
CPI OR 13%
10
Parcel 27A (IMP APRON)
PARCEL 27A
1/1/2007
487,512
$
0.1906
$
7,743.32
$
92,919.79
$
0.2383
$
9,681.18
$
116,174.11
N/A
CPI OR 13%
CPI OR 13%
11
Parcel A & B West (UNIMP GROUND)
NORTH RAMP
1/1/2007
527,676
$
0.1525
$
6,705.88
$
80,470.59
$
0.1906
$
8,381.25
$
100,575.05
N/A
CPI OR 13%
CPI OR 13%
5
Parcel 16 (INTERNATIONAL PARK)
1/1/2007
796,312
$
0.2673
$
17,737.85
$
212,854.20
$
0.3341
$
22,172.31
$
266,067.75
25
%
5
CPI OR 13%
CPI OR 13%
23
GRAEBER ASSIGNMENT/TRUCKING OPERATION
1/1/2007
261,460
$
0.1029
$
2,242.02
$
26,904.25
$
0.1286
$
2,802.53
$
33,630.32
25
%
5
CPI OR 13%
CPI OR 13%
SUPPLEMENTAL 9 (INTERNATIONAL PARK)
PARKING AREA
1/1/2007
18,933
$
0.2673
$
421.73
$
5,060.79
$
0.3341
$
527.17
$
6,325.99
25
%
5
CPI OR 13%
CPI OR 13%
07-0975
SUPPLEMENTAL 8 (INTERNATIONAL PARK)
DC-10 HANGAR (LAND)
1/1/2007
552,730
$
0.2673
$
12,312.06
$
147,744.73
$
0.2673
$
12,312.06
$
147,744.73
N/A
CPI OR 13%
CPI OR 13%
07-0976
THE BUILDING HAVING AN AREA OF 72,378 SQ FT & OTHER IMPROVEMENTS
DC-10 HANGAR (BUILDING)
9/1/2012
6
N/A
$
0.0
0 $0.0
0 N/A
N/A
N/A
N/A
CPI OR 13%
CPI OR 13%
CONSTRUCTED ON PARCEL 18
07-0977
SUPPLEMENTAL 8 (INTERNATIONAL PARK)
ENGINE SHOP
1/1/2007
418,016
$
0.2673
$
9,311.31
$
111,735.68
$
0.2673
$
9,311.31
$
111,735.68
N/A
CPI OR 13%
CPI OR 13%
07-0978
SUPPLEMENTAL 27
WEST SIDE OF TANG
DBO/3/1/08
7
108,051
N/A
$
0.00
$
0.00
$
0.1525
$
1,373.15
$
16,477.78
N/A
CPI OR 13%
CPI OR 13%
07-0979
SUPPLEMENTAL 7
DEMOCRAT VEHICLE PARKING
1/1/2007
1,812,363
$
0.1525
$
23,032.10
$
276,385.20
$
0.19060
$
28,786.37
$
345,436.39
N/A
CPI OR 13%
CPI OR 13%
07-0980
SUPPLEMENTAL 9
DEMOCRAT VEHICLE PARKING
1/1/2007
491,127
$
0.1525
$
6,241.41
$
74,896.87
$
0.19060
$
7,800.73
$
93,608.81
N/A
CPI OR 13%
CPI OR 13%
07-0981
N/A
TAXIWAY SIERRA
1/1/2009
2
248,711
N/A
$
0.00
$
0.00
N/A
N/A
N/A
N/A
CPI OR 13%
CPI OR 13%
07-0982
SORT FACILITY
9/1/2009
8
292,000
N/A
$
0.00
$
0.00
N/A
N/A
N/A
N/A
CPI OR 13%
CPI OR 13%
30,459,161
$
564,014.94
$
6,768,179.22
$
657,554.44
$
7,885,866.86
Note 1: | The Effective Date will be the date on which the term of the Lease Agreement in effect between the Authority and Tenant with respect to the premises currently occupied by the Tennessee Air National Guard and dated July 21, 2005 begins. January 1, 2009 is merely an estimate of when that lease term will commence. When the Effective Date occurs, the parties will calculate rent for Parcel 1 based upon a rental rate of $0.1906 per square foot of land area. |
Note 2: | The Effective Date will be the date on which the term of the Lease Agreement in effect between the Authority and Tenant with respect to the premises currently occupied by the Tennessee Air National Guard and dated July 21, 2005, begins. January 1, 2009 is merely an estimate of when that lease term will commence. When the effective Date occurs, the parties will calculate rent for Parcels 4 and 23 based upon a rental rate of $0.2400 per square foot of land area. |
Note 3: | As of the Effective Date, the monthly and annual rent amounts for Parcel 2 are $30,869.35 and $370,432.20 respectively. As of July 1, 2008, the parties will adjust those amounts to equal the product achieved by multiplying each of those amounts by 1.15. |
Note 4: | The Effective Date is the earlier of the date of beneficial occupancy or December 1, 2007. When the Effective Date occurs, the parties will calculate the rent based upon a rental rate of $0.1525 per square foot of land area. |
Note 5: | The rental rate that becomes effective July 1, 2008, reflects a 25-percent increase in the rental rate in effect prior to that date. |
Note 6: | The Effective Date is subject to the operation and effect of Section 1.04(b) of the foregoing Lease Agreement. When the Effective Date occurs, the parties will calculate rent for Parcel 18A based upon a rental rate of $1.26 per square foot of building footprint area. |
Note 7: | The Effective Date is the earlier of the date of beneficial occupancy or March 1, 2008. When the Effective Date occurs, the parties will calculate the rent based upon a rental rate of $0.1525 per square foot of land area. |
Note 8: | The Effective Date is subject to the operation and effect of Section 1.04(b) of the foregoing Lease Agreement. When the Effective Date occurs, the parties will calculate rent for Parcel based upon a rental rate of $1.26 per square foot of building footprint area. |
Note 9: | Refer to Section 2.03(a)(i) of the foregoing Lease Agreement for a further description of the rent adjustment summarized in this column. Effective January 1, 2007 unimproved ground $0.1906 improved $0.2383 |
RE: |
Transportation Agreement dated July 31, 2006 (the
Transportation Agreement) between the United States
Postal Service (the USPS) and Federal Express Corporation
(FedEx)
Amendment of Section 8.12(a) |
* | 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/ LESLIE A. GRIFFITH | |||
|
|
|||
|
||||
Its:
|
Air Transportation CMC, US Postal Service Supply Management | |||
|
The USPS | |||
|
||||
cc:
|
Karren Vance |
RE: |
Transportation Agreement dated July 31, 2006 (the
Transportation Agreement) between the United States
Postal Service (the USPS) and Federal Express Corporation
(FedEx)
Second Amendment of Section 8.12(a) |
* | 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/ LESLIE A. GRIFFITH | |||
|
|
|||
|
||||
Its:
|
Air Transportation CMC, US Postal Service Supply Management | |||
|
The USPS | |||
|
||||
cc:
|
Karren Vance |
Name and | ||||
Current Position | Base Salary | |||
Frederick W. Smith
|
$ | 1,434,840 | ||
Chairman, President and
Chief Executive Officer |
||||
|
||||
Alan B. Graf, Jr.
|
$ | 902,784 | ||
Executive Vice President and
Chief Financial Officer |
||||
|
||||
David J. Bronczek
|
$ | 942,756 | ||
President and Chief Executive Officer
FedEx Express |
||||
|
||||
T. Michael Glenn
|
$ | 802,188 | ||
Executive Vice President,
Market Development and Corporate Communications |
||||
|
||||
Robert B. Carter
|
$ | 736,596 | ||
Executive Vice President,
FedEx Information Services and Chief Information Officer |
2
Estimated Future Payouts | ||||||||||||||||
Performance | Threshold | Target | Maximum | |||||||||||||
Name | Period | ($) | ($) | ($) | ||||||||||||
Frederick W. Smith
|
FY2006 FY2008 | 625,500 | 2,500,000 | 3,750,000 | ||||||||||||
|
FY2007 FY2009 | 875,000 | 3,500,000 | 5,250,000 | ||||||||||||
|
FY2008 FY2010 | 875,000 | 3,500,000 | 5,250,000 | ||||||||||||
|
||||||||||||||||
Alan B. Graf, Jr.
|
FY2006 FY2008 | 187,500 | 750,000 | 1,125,000 | ||||||||||||
|
FY2007 FY2009 | 300,000 | 1,200,000 | 1,800,000 | ||||||||||||
|
FY2008 FY2010 | 300,000 | 1,200,000 | 1,800,000 | ||||||||||||
|
||||||||||||||||
David J. Bronczek
|
FY2006 FY2008 | 250,000 | 1,000,000 | 1,500,000 | ||||||||||||
|
FY2007 FY2009 | 375,000 | 1,500,000 | 2,250,000 | ||||||||||||
|
FY2008 FY2010 | 375,000 | 1,500,000 | 2,250,000 | ||||||||||||
|
||||||||||||||||
T. Michael Glenn
|
FY2006 FY2008 | 187,500 | 750,000 | 1,125,000 | ||||||||||||
|
FY2007 FY2009 | 300,000 | 1,200,000 | 1,800,000 | ||||||||||||
|
FY2008 FY2010 | 300,000 | 1,200,000 | 1,800,000 | ||||||||||||
|
||||||||||||||||
Robert B. Carter
|
FY2006 FY2008 | 187,500 | 750,000 | 1,125,000 | ||||||||||||
|
FY2007 FY2009 | 300,000 | 1,200,000 | 1,800,000 | ||||||||||||
|
FY2008 FY2010 | 300,000 | 1,200,000 | 1,800,000 | ||||||||||||
|
||||||||||||||||
Daniel J. Sullivan
|
FY2006 FY2008 | 92,167 | 368,666 | 553,000 | ||||||||||||
|
FY2007 FY2009 | 48,333 | 193,333 | 290,000 |
3
| a quarterly retainer of $19,375; | ||
| $2,000 for each in-person Board meeting attended; | ||
| $1,500 for each telephonic Board meeting attended; | ||
| $2,000 for each in-person committee meeting attended; and | ||
| $1,500 for each telephonic committee meeting attended. |
| Business : travel by a FedEx employee that is reasonable and necessary in the conduct of FedExs business and directly attributable thereto; | ||
| Business-related : travel by a FedEx employees spouse or adult guest(s) who accompanies the employee on a business trip for the primary purpose of assisting the employee with the business purpose of the trip; or | ||
| Personal : travel by a FedEx officer or an officers family members or guests that is not business or business-related. In all cases, travel by children on corporate aircraft is to be categorized as personal (except with respect to children who are FedEx employees on business travel). |
| CEO : FedEx Corporations Chairman, President and Chief Executive Officer. | ||
| CFO : FedEx Corporations Executive Vice President and Chief Financial Officer. | ||
| Code : the Internal Revenue Code of 1986, as amended to date and as may hereafter be amended, and the regulations promulgated thereunder. | ||
| Corporate Aviation : the Corporate Aviation Department of FedEx Express. | ||
| General Counsel : FedEx Corporations Executive Vice President, General Counsel and Secretary. | ||
| SMC : the FedEx Corporation Strategic Management Committee. |
| An officer flies on a corporate aircraft to attend a business meeting. The officers flight should be categorized as business travel. | ||
| The officers spouse accompanies the officer on the trip. The primary purpose of the spouses trip is to meet and interact with customers. The spouses travel should be categorized as business-related. If the primary purpose of the spouses trip is personal, however, the spouses travel should be categorized as personal. |
2
| An officers child (who is not a FedEx employee on business travel) accompanies the officer to a business meeting. The officers travel should be categorized as business. The childs travel should be categorized as personal. | ||
| An SMC member flies on a corporate aircraft to attend a business meeting and other officers and a non-officer guest accompany him on the flight for personal reasons. The SMC members flight should be categorized as business travel. The other passengers travel should be categorized as personal. |
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A. | Lessor is the operator of aircraft (Aircraft) described in Exhibit A attached to this Agreement and Lessor employs a fully qualified flight crew to operate the Aircraft; | ||
B. | If requested by Lessee, and subject to the terms of this Agreement, Lessor and Lessee desire that Lessor lease the Aircraft and Lessors flight crews to Lessee and that Lessee lease the Aircraft and Lessors flight crews from Lessor for Lessees personal travel on a non-exclusive time sharing basis as defined in Section 91.501 (c) (1) of the Federal Aviation Regulations (FAR); | ||
C. | This Agreement sets forth the understanding of the Parties as to the terms under which Lessor will provide Lessee with the use, on a periodic basis, of such Aircraft; and | ||
D. | The use of the Aircraft will at all times be pursuant to and in full compliance with the requirements of FAR 91.501(b)(6), 91.501(c) (1), and 91.501(d). |
(i) | the date that Lessee is not a full-time employee of Lessor or any of its affiliates; and | ||
(ii) | the date that Lessee is not permitted to lease Aircraft under the FedEx Corporation Policy on Personal Use of Corporate Aircraft (Corporate Policy). |
1
1. | proposed departure point; | ||
2. | destination; | ||
3. | date and time of flight; | ||
4. | the number and identity of anticipated passengers and relationship to the Lessee; | ||
5. | the nature and extent of luggage and/or cargo to be carried; | ||
6. | the date and time of return flight, if any; and |
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7. | any other information concerning the proposed flight that may be pertinent or required by Lessor or Lessors flight crew. |
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If to LESSOR: | Managing Director Corporate Aviation | ||
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Federal Express Corporation | |||
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2461 Democrat Rd | |||
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20 Hanger | |||
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Memphis, TN 38118 | |||
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US | |||
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Facsimile: (901) 397-0031 |
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With copies to: | Managing Director | ||
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Business Transactions | |||
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Federal Express Corporation | |||
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3620 Hacks Cross Road | |||
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Building B, 3 rd Floor | |||
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Memphis, Tennessee 38125 | |||
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Facsimile: (901) 434-7831 | |||
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If to LESSEE: | |||
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LESSOR: | LESSEE: | |||||
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Federal Express Corporation | ||||||
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By:
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Its:
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Managing Director Corporate Aviation | Print Name |
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10
Jurisdiction of | ||
Organization or Registration | ||
1. Federal Express Corporation
|
Delaware | |
I. Federal Express Aviation Services International, Ltd.
|
Delaware | |
II. Federal Express Canada Ltd.
|
Canada | |
III. Federal Express (India) Pvt. Ltd.
|
India | |
IV. Federal Express International, Inc.
|
Delaware | |
A. Dencom Investments Limited
|
Northern Ireland | |
1. Dencom Freight Holdings Limited
|
Northern Ireland | |
a. F.E.D.S. (Ireland) Limited
|
Ireland | |
b. Federal Express (N.I.) Limited
|
Northern Ireland | |
c. Fedex (Ireland) Limited
|
Ireland | |
B. Federal Express (Australia) Pty Ltd.
|
Australia | |
C. Federal Express Czech s.r.o.
|
Czech Republic | |
D. Federal Express Europe, Inc.
|
Delaware | |
1. ANC Holdings Limited
|
England and Wales | |
a. ANC Group Limited
|
England and Wales | |
i. ANC Trustees No. 2 Limited
|
England and Wales | |
ii. ANC Business Services Limited
|
England and Wales | |
a. ANC Group Trustees Limited
|
England and Wales | |
b. ANC Holdings (1995) Limited
|
England and Wales | |
1. ANC Limited
|
England and Wales | |
i. Esprit-In-Night Express Limited
|
England and Wales | |
2. ANC (Scotland) Limited
|
Scotland | |
3. ANC (Nottingham) Limited
|
England and Wales | |
4. ANC International Limited
|
England and Wales | |
2. Federal Express (Austria) GmbH
|
Austria | |
3. Federal Express Corporation Finland Oy
|
Finland | |
4. Federal Express Europe, Inc. & Co., V.O.F./S.N.C.
|
Belgium | |
5. Federal Express European Services, Inc.
|
Delaware | |
6. Federal Express Poland Sp.zo.o.
|
Poland | |
7. FedEx Supply Chain Services Europe B.V.
|
Netherlands | |
a. FedEx Supply Chain Services Belgium B.V.B.A.
|
Belgium | |
b. FedEx Supply Chain Services Germany GmbH
|
Germany | |
c. FedEx Supply Chain Services Ireland Limited
|
Ireland | |
d. FedEx Supply Chain Services Netherlands B.V.
|
Netherlands | |
e. FedEx Supply Chain Services UK Limited
|
United Kingdom | |
8. Federal Express (U.K.) Pension Trustees Ltd.
|
United Kingdom | |
9. FLYING-CARGO Hungary Kft.
|
Hungary | |
10. Prakash Air Freight Private Limited
|
India | |
E. Federal Express Europlex, Inc.
|
Delaware | |
F. Federal Express Finance P.L.C.
|
United Kingdom | |
G. Federal Express Holdings S.A.
|
Delaware | |
1. Federal Express (Antigua) Limited
|
Antigua | |
2. Federal Express (Antilles Francaises) S.A.R.L.
|
French West Indies | |
3. Federal Express (Barbados) Limited
|
Barbados | |
4. Federal Express (Bermuda) Limited
|
Bermuda | |
5. Federal Express Cayman Limited
|
Cayman Islands | |
6. Federal Express Costa Rica, Limitada
|
Costa Rica | |
7. Federal Express (Dominicana) S.A.
|
Dominican Republic | |
8. Federal Express Entregas Rapidas, Ltd.
|
Brazil | |
9. Federal Express (Grenada) Limited
|
Grenada | |
10. Federal Express (Haiti) S.A.
|
Haiti |
-1-
Jurisdiction of | ||
Organization or Registration | ||
11. Federal Express Holdings (Mexico) y Compania S.N.C. de C.V.
|
Mexico | |
12. Federal Express (Jamaica) Limited
|
Jamaica | |
13. Federal Express (St. Kitts) Limited
|
St. Kitts | |
14. Federal Express (St. Lucia) Limited
|
St. Lucia | |
15. Federal Express (St. Maarten) N.V.
|
Netherland Antilles | |
a. Federal Express (Aruba) N.V.
|
Netherland Antilles | |
16. Federal Express (Turks & Caicos) Limited
|
Turks & Caicos Islands | |
17. Federal Express Virgin Islands, Inc.
|
U.S. Virgin Islands | |
18. FedEx (Bahamas) Limited
|
Bahamas | |
19. FedEx Transportes Expresos (Guatemala), Limitada
|
Guatemala | |
H. Federal Express International (France) SNC
|
France | |
I. Federal Express International Limited
|
United Kingdom | |
J. Federal Express International y Compania S.N.C. de C.V.
|
Mexico | |
K. Federal Express Italy Inc.
|
Delaware | |
L. Federal Express Japan K.K.
|
Japan | |
M. Federal Express Korea Co., Ltd.
|
Korea | |
N. Federal Express Luxembourg, Inc.
|
Delaware | |
O. Federal Express Pacific, Inc.
|
Delaware | |
1. Federal Express (Hong Kong) Limited
|
Hong Kong | |
a. Federal Express (China) Company Limited
|
Peoples Republic of China | |
2. Federal Express Management Consulting (Shanghai) Co., Ltd.
|
Peoples Republic of China | |
3. Federal Express Services (M) Sdn. Bhd.
|
Malaysia | |
4. Federal Express Brokerage Sdn. Bhd.
|
Malaysia | |
P. Federal Express (Singapore) Pte. Ltd.
|
Singapore | |
Q. Federal Express (Thailand) Limited
|
Thailand | |
R. Fedex (N. I.) Limited
|
Northern Ireland | |
S. FedEx Supply Chain Services International, Inc.
|
Delaware | |
T. FedEx Supply Chain Solutions (Logistica) DO Brasil LTDA
|
Brazil | |
U. Winchmore Developments Ltd.
|
England | |
V. Federal Express Leasing Corporation
|
Delaware | |
VI. FEDEX Customs Brokerage Corporation
|
Delaware | |
VII. FedEx Partners, Inc.
|
Delaware | |
VIII. FedEx Spain, S.L.
|
Spain | |
IX. Flying Tigers Limited
|
New Zealand | |
2. Caliber System (Canada), Inc.
|
Canada | |
3. CEDC, Inc.
|
Delaware | |
4. FedEx Corporate Services, Inc.
|
Delaware | |
I. FedEx Customer Information Services, Inc.
|
Delaware | |
II. FedEx Global Supply Chain Services, Inc.
|
Delaware | |
A. FedEx Supply Chain Services, Inc.
|
Ohio | |
1. FedEx Supply Chain Services (Canada), Ltd.
|
Ontario | |
2. Caliber Logistics Healthcare, Inc.
|
Ohio | |
III. FedEx Internet Technologies Corporation
|
Delaware | |
5. FedEx Custom Critical, Inc.
|
Ohio | |
I. AutoQuik, Inc.
|
Delaware | |
II. FedEx Custom Critical GmbH
|
Germany | |
III. FedEx Custom Critical Passport Auto Transport, Inc.
|
Delaware | |
A. FedEx Custom Critical AutoTrans, Inc.
|
Delaware | |
IV. FedEx Truckload Brokerage, Inc.
|
Delaware | |
V. Third Party Services, Inc.
|
Delaware | |
VI. Transportation Technologies, Inc.
|
Ohio | |
VII. UrgentFreight, Inc.
|
Delaware | |
6. FedEx Freight Corporation
|
Delaware | |
I. Caribbean Transportation Services, Inc.
|
Delaware | |
II. FedEx Freight West, Inc.
|
California | |
A. Bay Cities Diesel Engine Rebuilders Inc.
|
California |
-2-
Jurisdiction of | ||
Organization or Registration | ||
B. Viking de Mexico, S.A. de C.V.
|
Mexico | |
III. FedEx Freight East, Inc.
|
Arkansas | |
A. American Freightways, Inc.
|
Arkansas | |
B. FedEx Freight de Mexico, S. de R.L. de C.V.
|
Mexico | |
C. FXF Logistica, S. de R.L. de C.V.
|
Mexico | |
D. Razorback Servicios de Mexico, S. de R.L. de C.V.
|
Mexico | |
IV. FedEx Freight System, Inc.
|
Delaware | |
V. FedEx National LTL, Inc.
|
Delaware | |
VI. FedEx Freight Canada Holding Company, Inc.
|
Delaware | |
A. FedEx Freight Canada, Corp.
|
Nova Scotia | |
7. FedEx Global Logistics, Inc.
|
Delaware | |
8. FedEx Ground Package System, Inc.
|
Delaware | |
I. FedEx Ground Package System, Ltd.
|
Wyoming | |
II. FedEx SmartPost, Inc.
|
Delaware | |
III. RPS de Mexico, S.A. de C.V.
|
Mexico | |
IV. RPS Urban Renewal Corporation
|
New Jersey | |
9. FedEx Trade Networks, Inc.
|
Delaware | |
I. FedEx Trade Networks Trade Services, Inc.
|
Delaware | |
A. World Tariff, Limited
|
California | |
II. FedEx Trade Networks Transport & Brokerage, Inc.
|
New York | |
A. FedEx Trade Networks Transport & Brokerage (Canada), Inc.
|
Canada | |
B. FedEx Trade Networks Transport & Brokerage (Hong Kong), Inc.
|
Delaware | |
C. FedEx Trade Networks Transport & Brokerage (Hong Kong) Limited
|
Hong Kong | |
10. Roadway Global Air, Inc.
|
Delaware | |
I. Roadway Global Air International, Inc.
|
Delaware | |
11. FedEx Kinkos Office and Print Services, Inc.
|
Delaware | |
I. Kinkos Network, Inc.
|
Delaware | |
II. FedEx Kinkos International, Inc.
|
Delaware | |
A. Kinkos Company (Shanghai) Ltd.
|
Peoples Republic of China | |
B. Kinkos Netherlands, Inc.
|
Delaware | |
1. FedEx Kinkos Nederland B.V.
|
Netherlands | |
2. Kinkos Amsterdam One
|
Netherlands | |
3. Kinkos Nederland VOF
|
Netherlands | |
C. Kinkos Mexico, Inc.
|
Delaware | |
1. Soluciones Integrales K, S. de R.L. de C.V.
|
Mexico | |
2. FedEx Kinkos de Mexico, S. de R.L. de C.V.
|
Mexico | |
D. Kinkos Corporate Document Solutions B.V.
|
Netherlands | |
E. Kinkos Cayman Limited
|
Cayman Islands | |
F. Kinkos Company (Beijing), Ltd.
|
Peoples Republic of China | |
G. Shenzhen Kinkos Pacific Copy Services Company, Ltd.
|
Peoples Republic of China | |
H. FedEx Kinkos Limited
|
United Kingdom | |
I. FedEx Kinkos Canada Limited
|
Canada | |
J. FedEx Kinkos Korea Ltd.
|
Korea | |
K. FedEx Kinkos Japan Co., Ltd.
|
Japan | |
III. FedEx Kinkos International (Australia), Pty Ltd.
|
Australia | |
IV. Kinkos Ventures, Inc.
|
Delaware | |
V. FedEx Kinkos Business Stationery Print System, Inc.
|
Washington | |
A. Howard Press, Inc.
|
New Jersey | |
B. Image Press, Inc.
|
California | |
12. Tiger International Insurance Limited
|
Cayman Islands |
-3-
/s/ Ernst & Young LLP | ||||
/s/ JAMES L. BARKSDALE | ||||
James L. Barksdale | ||||
/s/ SHARON S. LUCIUS | ||||
Notary Public | ||||
/s/ AUGUST A. BUSCH IV | ||||
August A. Busch IV | ||||
/s/ THERESA L. BUTLER | ||||
Notary Public | ||||
/s/ JOHN A. EDWARDSON | ||||
John A. Edwardson | ||||
/s/ ANNE R. COLEMAN | ||||
Notary Public | ||||
/s/ JUDITH L. ESTRIN | ||||
Judith L. Estrin | ||||
/s/ STEVEN A. WAGNER | ||||
Notary Public | ||||
/s/ J. KENNETH GLASS | ||||
J. Kenneth Glass | ||||
/s/ ANNE R. COLEMAN | ||||
Notary Public | ||||
/s/ PHILIP GREER | ||||
Philip Greer | ||||
/s/ LUIS TORRES | ||||
Notary Public | ||||
/s/ J.R. HYDE, III | ||||
J. R. Hyde, III | ||||
/s/ MARY JO WEAKES | ||||
Notary Public | ||||
/s/ SHIRLEY ANN JACKSON | ||||
Shirley Ann Jackson | ||||
/s/ PATRICE M. DECOSTER | ||||
Notary Public | ||||
/s/ STEVEN R. LORANGER | ||||
Steven R. Loranger | ||||
/s/ PETER A. TIMPANO JR. | ||||
Notary Public | ||||
/s/ CHARLES T. MANATT | ||||
Charles T. Manatt | ||||
/s/ CHARITY GARRETT | ||||
Notary Public | ||||
/s/ JOSHUA I. SMITH | ||||
Joshua I. Smith | ||||
/s/ ANDRE M. CARRINGTON | ||||
Notary Public | ||||
/s/ PAUL S. WALSH | ||||
Paul S. Walsh | ||||
/s/ JAMES KERR MILLIGAN | ||||
Notary Public | ||||
/s/ PETER S. WILLMOTT | ||||
Peter S. Willmott | ||||
/s/ TERRI A. GRIFFIN | ||||
Notary Public | ||||
/s/ ALAN B. GRAF, JR. | ||||
Alan B. Graf, Jr. | ||||
/s/ MARY T. BRITT | ||||
Notary Public | ||||
/s/ FREDERICK W. SMITH | ||||
Frederick W. Smith | ||||
/s/ JUNE Y. FITZGERALD | ||||
Notary Public | ||||
/s/ JOHN L. MERINO | ||||
John L. Merino | ||||
/s/ ANNE R. COLEMAN | ||||
Notary Public | ||||