UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED February 28, 2013
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission File Number: 1-15829
FEDEX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
62-1721435 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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942 South Shady Grove Road Memphis, Tennessee (Address of principal executive offices) |
38120 (ZIP Code) |
(901) 818-7500
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
Common Stock | Outstanding Shares at March 19, 2013 | |
Common Stock, par value $0.10 per share |
316,868,914 |
INDEX
PAGE | ||||
PART I. FINANCIAL INFORMATION | ||||
ITEM 1. Financial Statements |
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Condensed Consolidated Balance Sheets
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3 | |||
5 | ||||
6 | ||||
7 | ||||
8 | ||||
28 | ||||
ITEM 2. Managements Discussion and Analysis of Results of Operations and Financial Condition |
29 | |||
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk |
56 | |||
ITEM 4. Controls and Procedures |
56 | |||
PART II. OTHER INFORMATION | ||||
ITEM 1. Legal Proceedings |
57 | |||
ITEM 1A. Risk Factors |
57 | |||
ITEM 6. Exhibits |
57 | |||
59 | ||||
E-1 | ||||
- 2 -
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN MILLIONS)
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 3 -
FEDEX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT SHARE DATA)
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 4 -
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 5 -
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(IN MILLIONS)
Three Months Ended | Nine Months Ended | |||||||||||||||
February 28,
2013 |
February 29,
2012 |
February 28,
2013 |
February 29,
2012 |
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NET INCOME |
$ | 361 | $ | 521 | $ | 1,258 | $ | 1,482 | ||||||||
OTHER COMPREHENSIVE INCOME: |
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Foreign currency translation adjustments, net of tax of $0, $17, $6 and $5 |
(3 | ) | 65 | 54 | (27 | ) | ||||||||||
Amortization of unrealized pension actuarial gains/losses and other, net of tax of $37, $19, $112 and $55 |
63 | 33 | 189 | 94 | ||||||||||||
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COMPREHENSIVE INCOME |
$ | 421 | $ | 619 | $ | 1,501 | $ | 1,549 | ||||||||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
- 6 -
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN MILLIONS)
Nine Months Ended | ||||||||
February 28,
2013 |
February 29,
2012 |
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Operating Activities: |
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Net income |
$ | 1,258 | $ | 1,482 | ||||
Adjustments to reconcile net income to cash provided by operating activities: |
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Depreciation and amortization |
1,764 | 1,570 | ||||||
Provision for uncollectible accounts |
130 | 123 | ||||||
Stock-based compensation |
87 | 83 | ||||||
Deferred income taxes and other noncash items |
493 | 694 | ||||||
Changes in assets and liabilities: |
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Receivables |
(280 | ) | (87 | ) | ||||
Other assets |
113 | (153 | ) | |||||
Accounts payable and other liabilities |
(570 | ) | (660 | ) | ||||
Other, net |
(19 | ) | (35 | ) | ||||
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Cash provided by operating activities |
2,976 | 3,017 | ||||||
Investing Activities: |
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Capital expenditures |
(2,430 | ) | (2,946 | ) | ||||
Business acquisitions, net of cash acquired |
(483 | ) | (114 | ) | ||||
Proceeds from asset dispositions and other |
45 | 20 | ||||||
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Cash used in investing activities |
(2,868 | ) | (3,040 | ) | ||||
Financing Activities: |
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Principal payments on debt |
(417 | ) | (28 | ) | ||||
Proceeds from debt issuance |
991 | | ||||||
Proceeds from stock issuances |
221 | 83 | ||||||
Excess tax benefit on the exercise of stock options |
9 | 7 | ||||||
Dividends paid |
(132 | ) | (123 | ) | ||||
Purchase of treasury stock |
(246 | ) | (197 | ) | ||||
Other, net |
(9 | ) | | |||||
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Cash provided by (used in) financing activities |
417 | (258 | ) | |||||
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Effect of exchange rate changes on cash |
4 | (7 | ) | |||||
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Net increase (decrease) in cash and cash equivalents |
529 | (288 | ) | |||||
Cash and cash equivalents at beginning of period |
2,843 | 2,328 | ||||||
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Cash and cash equivalents at end of period |
$ | 3,372 | $ | 2,040 | ||||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
- 7 -
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) General
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. These interim financial statements of FedEx Corporation (FedEx) have been prepared in accordance with accounting principles generally accepted in the United States and Securities and Exchange Commission (SEC) instructions for interim financial information, and should be read in conjunction with our Annual Report on Form 10-K for the year ended May 31, 2012 (Annual Report). Accordingly, significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed in our Annual Report.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (including normal recurring adjustments) necessary to present fairly our financial position as of February 28, 2013, the results of our operations for the three- and nine-month periods ended February 28, 2013 and February 29, 2012 and cash flows for the nine-month periods ended February 28, 2013 and February 29, 2012. Operating results for the three- and nine-month periods ended February 28, 2013 are not necessarily indicative of the results that may be expected for the year ending May 31, 2013.
Except as otherwise specified, references to years indicate our fiscal year ending May 31, 2013 or ended May 31 of the year referenced and comparisons are to the corresponding period of the prior year.
RECLASSIFICATIONS. Certain prior period amounts have been reclassified to conform to the current period presentation.
BUSINESS ACQUISITIONS. In the first quarter of 2013, we expanded the international service offerings of FedEx Express by completing the following business acquisitions:
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Rapidão Cometa Logística e Transporte S.A., a Brazilian transportation and logistics company, for $398 million in cash from operations on July 4, 2012 |
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TATEX, a French express transportation company, for $55 million in cash from operations on July 3, 2012 |
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Opek Sp. z o.o., a Polish domestic express package delivery company, for $54 million in cash from operations on June 13, 2012 |
These acquisitions give us more robust transportation networks within these countries and added capabilities in these important international markets.
The financial results of these acquired businesses are included in the FedEx Express segment from the date of acquisition and were not material, individually or in the aggregate, to our results of operations and therefore, pro forma financial information has not been presented.
- 8 -
The estimated fair values of the assets and liabilities related to these acquisitions have been recorded in the FedEx Express segment and are included in the accompanying unaudited balance sheet based on a preliminary allocation of the purchase price (summarized in the table below in millions). These allocations will be finalized as soon as the information becomes available and working capital adjustments are completed, which will not exceed one year from the acquisition date.
Current assets |
$ | 145 | ||
Property and equipment |
87 | |||
Goodwill |
349 | |||
Intangible assets |
60 | |||
Other non-current assets |
67 | |||
Current liabilities |
(169 | ) | ||
Long-term liabilities |
(32 | ) | ||
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Total purchase price |
$ | 507 | ||
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The goodwill of $349 million is primarily attributable to expected benefits from synergies of the combinations with existing businesses and other acquired entities. The portion of the purchase price allocated to goodwill is not deductible for U.S. income tax purposes. The intangible assets acquired consist primarily of customer-related intangible assets, which will be amortized on an accelerated basis over their average estimated useful lives of nine years, with the majority of the amortization recognized during the first five years.
EMPLOYEES UNDER COLLECTIVE BARGAINING ARRANGEMENTS. The pilots of FedEx Express, which represent a small number of FedEx Expresss total employees, are employed under a collective bargaining agreement. The contract became amendable in March 2013, and the parties are currently in negotiations. In addition to our pilots at FedEx Express, certain FedEx non-U.S. employees are unionized.
STOCK-BASED COMPENSATION. We have two types of equity-based compensation: stock options and restricted stock. The key terms of the stock option and restricted stock awards granted under our incentive stock plans and all financial disclosures about these programs are set forth in our Annual Report.
Our stock-based compensation expense was $23 million for the three-month period ended February 28, 2013 and $87 million for the nine-month period ended February 28, 2013. Our stock-based compensation expense was $22 million for the three-month period ended February 29, 2012 and $83 million for the nine-month period ended February 29, 2012. Due to its immateriality, additional disclosures related to stock-based compensation have been excluded from this quarterly report.
BUSINESS REALIGNMENT COSTS. During the second quarter of 2013, we announced profit improvement programs including reducing our selling, general and administrative cost functions through a voluntary employee separation program.
During the third quarter of 2013, we commenced a program to offer voluntary cash buyouts to eligible U.S.-based employees in certain staff functions. The voluntary buyout program includes voluntary severance payments and funding to healthcare reimbursement accounts, with the voluntary severance calculated based on four weeks of gross base salary for every year of FedEx service up to a maximum payment of two years of pay. Eligible employees will be scheduled to vacate positions in four phases to ensure a smooth transition in the impacted functions so that we maintain service levels to our customers. Employees in the first phase will vacate their positions on May 31, 2013, and we expect all employees who accept the buyout to vacate their positions by the end of fiscal year 2014. Costs of the benefits provided under the voluntary program will be recognized as special termination benefits in the period that eligible employees accept their offers, predominantly in the fourth quarter of 2013.
- 9 -
We incurred costs of $47 million ($30 million, net of tax, or $0.09 per diluted share) during the third quarter and $64 million ($40 million, net of tax, or $0.13 per diluted share) during the nine months of 2013, associated with our business realignment activities. These costs related predominantly to voluntary severance for officers and managing directors who accepted voluntary buyouts in the third quarter of 2013 to adjust our leadership team to our new organizational structure. We expect the pretax cost of the voluntary buyout program to range from approximately $450 million to $550 million in cash expenditures in 2013, but actual costs will depend on employee acceptance rates. Payments will be made at the time of departure, and no material payments of these costs were made in the third quarter of 2013. The cost of the buyout program is included in the caption Business realignment costs in our unaudited condensed consolidated statements of income. Also included in that caption are immaterial involuntary severance costs and other external costs directly attributable to our business realignment activities, such as professional fees. Additional costs will be incurred beyond 2013, primarily related to facility optimization and professional fees.
NEW ACCOUNTING GUIDANCE. New accounting rules and disclosure requirements can significantly impact our reported results and the comparability of our financial statements.
On June 1, 2012, we adopted the authoritative guidance issued by the Financial Accounting Standards Board (FASB) on the presentation of comprehensive income. The new guidance requires companies to report components of comprehensive income by including comprehensive income on the face of the income statement or in a separate statement of comprehensive income. We have adopted this guidance by including a separate statement of comprehensive income for the three-month and nine-month periods ended February 28, 2013 and February 29, 2012. In addition, on June 1, 2012, we adopted the FASBs amendments to the fair value measurements and disclosure requirements, which expanded existing disclosure requirements regarding the fair value of our long-term debt.
In February 2013, the FASB issued new guidance requiring additional information about reclassification adjustments out of comprehensive income, including changes in comprehensive income balances by component and significant items reclassified out of comprehensive income. This new standard is effective for our fiscal year ending May 31, 2014 and will have no impact on our financial condition or results of operations.
We believe that no other new accounting guidance was adopted or issued during the nine months of 2013 that is relevant to the readers of our financial statements. However, there are numerous new proposals under development which, if and when enacted, may have a significant impact on our financial reporting.
TREASURY SHARES. During the first quarter of 2013, we repurchased 2.7 million shares of FedEx common stock at an average price of $91 per share for a total of $246 million. As of February 28, 2013, 188,000 shares remained under existing share repurchase authorizations.
In March 2013, our board of directors authorized the repurchase of up to 10 million shares of common stock. These shares augment the remaining 188,000 shares authorized for purchase under existing share repurchase programs. It is expected that the additional share authorization will primarily be utilized to offset equity compensation dilution over the next several years.
DIVIDENDS DECLARED PER COMMON SHARE. On February 15, 2013, our Board of Directors declared a dividend of $0.14 per share of common stock. The dividend will be paid on April 1, 2013 to stockholders of record as of the close of business on March 11, 2013. Each quarterly dividend payment is subject to review and approval by our Board of Directors, and we evaluate our dividend payment amount on an annual basis at the end of each fiscal year.
(2) Financing Arrangements
In September 2012, we filed a shelf registration statement with the SEC that allows us to sell, in one or more future offerings, any combination of our unsecured debt securities and common stock.
- 10 -
During the second quarter of 2013, we made principal payments of $116 million related to capital lease obligations. During the first quarter of 2013, we repaid our $300 million 9.65% unsecured notes that matured on June 15, 2012 using cash from operations.
In July 2012, we issued $1 billion of senior unsecured debt under a then current shelf registration statement, comprised of $500 million of 2.625% fixed-rate notes due in August 2022 and $500 million of 3.875% fixed-rate notes due in August 2042. Interest on these notes is payable semi-annually. We utilized the net proceeds for working capital and general corporate purposes.
A $1 billion revolving credit facility is available to finance our operations and other cash flow needs and to provide support for the issuance of commercial paper. On March 1, 2013, we entered into an amendment to our credit agreement to, among other things, extend its maturity date from April 26, 2016 to March 1, 2018. The agreement contains a financial covenant, which requires us to maintain a leverage ratio of adjusted debt (long-term debt, including the current portion of such debt, plus six times our last four fiscal quarters rentals and landing fees) to capital (adjusted debt plus total common stockholders investment) that does not exceed 70%. Our leverage ratio of adjusted debt to capital was 52% at February 28, 2013. We believe the leverage ratio covenant is our only significant restrictive covenant in our revolving credit agreement. Our revolving credit agreement contains other customary covenants that do not, individually or in the aggregate, materially restrict the conduct of our business. We are in compliance with the leverage ratio covenant and all other covenants of our revolving credit agreement and do not expect the covenants to affect our operations, including our liquidity or expected funding needs. As of February 28, 2013, no commercial paper was outstanding, and the entire $1 billion under the revolving credit facility was available for future borrowings.
Long-term debt, exclusive of capital leases, had a carrying value of $2.2 billion compared with an estimated fair value of $2.6 billion at February 28, 2013 and $1.5 billion compared with an estimated fair value of $2.0 billion at May 31, 2012. The estimated fair values were determined based on quoted market prices and the current rates offered for debt with similar terms and maturities. The fair value of our long-term debt is classified as Level 2 within the fair value hierarchy. This classification is defined as a fair value determined using market-based inputs other than quoted prices that are observable for the liability, either directly or indirectly.
- 11 -
(3) Computation of Earnings Per Share
The calculation of basic and diluted earnings per common share for the periods ended February 28, 2013 and February 29, 2012 was as follows (in millions, except per share amounts):
Three Months Ended | Nine Months Ended | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Basic earnings per common share: |
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Net earnings allocable to common shares (1) |
$ | 360 | $ | 521 | $ | 1,255 | $ | 1,479 | ||||||||
Weighted-average common shares |
315 | 314 | 314 | 315 | ||||||||||||
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Basic earnings per common share |
$ | 1.14 | $ | 1.66 | $ | 3.99 | $ | 4.69 | ||||||||
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Diluted earnings per common share: |
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Net earnings allocable to common shares (1) |
$ | 360 | $ | 521 | $ | 1,255 | $ | 1,479 | ||||||||
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Weighted-average common shares |
315 | 314 | 314 | 315 | ||||||||||||
Dilutive effect of share-based awards |
2 | 2 | 2 | 2 | ||||||||||||
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Weighted-average diluted shares |
317 | 316 | 316 | 317 | ||||||||||||
Diluted earnings per common share |
$ | 1.13 | $ | 1.65 | $ | 3.97 | $ | 4.67 | ||||||||
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Anti-dilutive options excluded from diluted earnings per common share |
7.9 | 12.7 | 12.1 | 13.4 | ||||||||||||
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(1) |
Net earnings available to participating securities were immaterial in all periods presented. |
(4) Retirement Plans
We sponsor programs that provide retirement benefits to most of our employees. These programs include defined benefit pension plans, defined contribution plans and postretirement healthcare plans. Key terms of our retirement plans are provided in our Annual Report. Our retirement plans costs for the periods ended February 28, 2013 and February 29, 2012 were as follows (in millions):
Three Months Ended | Nine Months Ended | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
U.S. domestic and international pension plans |
$ | 169 | $ | 133 | $ | 509 | $ | 397 | ||||||||
U.S. domestic and international defined contribution plans |
87 | 82 | 262 | 249 | ||||||||||||
Postretirement healthcare plans |
19 | 17 | 58 | 52 | ||||||||||||
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$ | 275 | $ | 232 | $ | 829 | $ | 698 | |||||||||
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Net periodic benefit cost of the pension and postretirement healthcare plans for the periods ended February 28, 2013 and February 29, 2012 included the following components (in millions):
Three Months Ended | Nine Months Ended | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Pension Plans |
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Service cost |
$ | 173 | $ | 148 | $ | 519 | $ | 445 | ||||||||
Interest cost |
242 | 245 | 726 | 733 | ||||||||||||
Expected return on plan assets |
(346 | ) | (311 | ) | (1,037 | ) | (929 | ) | ||||||||
Recognized actuarial losses and other |
100 | 51 | 301 | 148 | ||||||||||||
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$ | 169 | $ | 133 | $ | 509 | $ | 397 | |||||||||
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Three Months Ended | Nine Months Ended | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Postretirement Healthcare Plans |
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Service cost |
$ | 10 | $ | 8 | $ | 31 | $ | 26 | ||||||||
Interest cost |
9 | 9 | 27 | 27 | ||||||||||||
Recognized actuarial gains and other |
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$ | 19 | $ | 17 | $ | 58 | $ | 52 | |||||||||
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Required contributions to our tax-qualified U.S. domestic pension plans (U.S. Pension Plans) were $420 million for the nine-month period ended February 28, 2013 and $484 million for the nine-month period ended February 29, 2012. We also made voluntary contributions of $226 million for the nine-month period ended February 29, 2012. In March 2013, we made an additional contribution of $140 million to our U.S. Pension Plans. Our U.S. Pension Plans have ample funds to meet expected benefit payments.
(5) Business Segment Information
We provide a broad portfolio of transportation, e-commerce and business services through companies competing collectively, operating independently and managed collaboratively under the respected FedEx brand. Our primary operating companies include FedEx Express, the worlds largest express transportation company; FedEx Ground Package System, Inc. (FedEx Ground), a leading North American provider of small-package ground delivery services; and FedEx Freight, Inc. (FedEx Freight), a leading North American provider of less-than-truckload (LTL) freight services.
- 13 -
Our reportable segments include the following businesses:
FedEx Express Segment | FedEx Express (express transportation) | |
FedEx Trade Networks (air and ocean freight forwarding and customs brokerage) | ||
FedEx SupplyChain Systems (logistics services) | ||
FedEx Ground Segment | FedEx Ground (small-package ground delivery) | |
FedEx SmartPost (small-parcel consolidator) | ||
FedEx Freight Segment | FedEx Freight (LTL freight transportation) | |
FedEx Custom Critical (time-critical transportation) | ||
FedEx Services Segment |
FedEx Services (sales, marketing, information technology, communications and back-office functions) |
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FedEx TechConnect (customer service, technical support, billings and collections) | ||
FedEx Office (document and business services and package acceptance) |
FedEx Services Segment
The FedEx Services segment operates combined sales, marketing, administrative and information technology functions in shared services operations that support our transportation businesses and allow us to obtain synergies from the combination of these functions. For the international regions of FedEx Express, some of these functions are performed on a regional basis by FedEx Express and reported in the FedEx Express segment in expense line items outside of intercompany charges. The FedEx Services segment includes: FedEx Services, which provides sales, marketing, information technology, communications and back-office support to our other companies; FedEx TechConnect, which is responsible for customer service, technical support, billings and collections for U.S. customers of our major business units; and FedEx Office, which provides an array of document and business services and retail access to our customers for our package transportation businesses.
The FedEx Services segment provides direct and indirect support to our transportation businesses, and we allocate all of the net operating costs of the FedEx Services segment (including the net operating results of FedEx Office) to reflect the full cost of operating our transportation businesses in the results of those segments. Within the FedEx Services segment allocation, the net operating results of FedEx Office, which are an immaterial component of our allocations, are allocated to FedEx Express and FedEx Ground. The allocations of net operating costs are based on metrics such as relative revenues or estimated services provided. We believe these allocations approximate the net cost of providing these functions. We review and evaluate the performance of our transportation segments based on operating income (inclusive of FedEx Services segment allocations). For the FedEx Services segment, performance is evaluated based on the impact of its total allocated net operating costs on our transportation segments.
The operating expenses line item Intercompany charges on the accompanying unaudited financial summaries of our transportation segments in Managements Discussion and Analysis of Results of Operations and Financial Condition reflects the allocations from the FedEx Services segment to the respective transportation segments. The Intercompany charges caption also includes charges and credits for administrative services provided between operating companies and certain other costs such as corporate management fees related to services received for general corporate oversight, including executive officers and certain legal and finance functions. We believe these allocations approximate the net cost of providing these functions.
Other Intersegment Transactions
Certain FedEx operating companies provide transportation and related services for other FedEx companies outside their reportable segment. Billings for such services are based on negotiated rates, which we believe approximate fair value, and are reflected as revenues of the billing segment. These rates are adjusted from time to time based on market conditions. Such intersegment revenues and expenses are eliminated in our consolidated results and are not separately identified in the following segment information, because the amounts are not material.
- 14 -
The following table provides a reconciliation of reportable segment revenues and operating income (loss) to our unaudited condensed consolidated financial statement totals for the periods ended February 28, 2013 and February 29, 2012 (in millions):
Three Months Ended | Nine Months Ended | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues |
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FedEx Express segment |
$ | 6,704 | $ | 6,543 | $ | 20,194 | $ | 19,718 | ||||||||
FedEx Ground segment |
2,747 | 2,480 | 7,802 | 7,097 | ||||||||||||
FedEx Freight segment |
1,237 | 1,234 | 4,013 | 3,887 | ||||||||||||
FedEx Services segment |
380 | 401 | 1,174 | 1,239 | ||||||||||||
Other and eliminations |
(115 | ) | (94 | ) | (331 | ) | (269 | ) | ||||||||
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$ | 10,953 | $ | 10,564 | $ | 32,852 | $ | 31,672 | |||||||||
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Operating Income (Loss) |
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FedEx Express segment |
$ | 118 | $ | 349 | $ | 555 | $ | 979 | ||||||||
FedEx Ground segment |
467 | 465 | 1,324 | 1,270 | ||||||||||||
FedEx Freight segment |
4 | (1 | ) | 170 | 81 | |||||||||||
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$ | 589 | $ | 813 | $ | 2,049 | $ | 2,330 | |||||||||
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(6) Commitments
As of February 28, 2013, our purchase commitments under various contracts for the remainder of 2013 and annually thereafter were as follows (in millions):
Aircraft and
Aircraft-Related |
Other (1) | Total | ||||||||||
2013 (remainder) |
$ | 250 | $ | 231 | $ | 481 | ||||||
2014 |
716 | 252 | 968 | |||||||||
2015 |
1,051 | 150 | 1,201 | |||||||||
2016 |
1,140 | 81 | 1,221 | |||||||||
2017 |
955 | 58 | 1,013 | |||||||||
Thereafter |
5,813 | 142 | 5,955 |
(1) |
Primarily vehicles, facilities, advertising contracts, and for the remainder of 2013, a total of $140 million of quarterly contributions to our U.S. Pension Plans. |
The amounts reflected in the table above for purchase commitments represent noncancelable agreements to purchase goods or services. Our obligation to purchase four Boeing 767-300 Freighter (B767F) aircraft and nine Boeing 777 Freighter (B777F) aircraft is conditioned upon there being no event that causes FedEx Express or its employees not to be covered by the Railway Labor Act of 1926, as amended. Commitments to purchase aircraft in passenger configuration do not include the attendant costs to modify these aircraft for cargo transport unless we have entered into noncancelable commitments to modify such aircraft. Open purchase orders that are cancelable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above.
On December 11, 2012, FedEx Express entered into an agreement with The Boeing Company for the purchase of four incremental B767F aircraft, the delivery of which will occur in 2015. FedEx Express also deferred the delivery of two firm B777F aircraft orders from 2015 to 2016.
- 15 -
We had $380 million in deposits and progress payments as of February 28, 2013 on aircraft purchases and other planned aircraft-related transactions. These deposits are classified in the Other assets caption of our condensed consolidated balance sheets. In addition to our commitment to purchase B777Fs and B767Fs, our aircraft purchase commitments include the Boeing 757 (B757) in passenger configuration, which will require additional costs to modify for cargo transport. Aircraft and aircraft-related contracts are subject to price escalations. The following table is a summary of the key aircraft we are committed to purchase as of February 28, 2013, with the year of expected delivery:
B757 | B767F | B777F | Total | |||||||||||||
2013 (remainder) |
4 | | | 4 | ||||||||||||
2014 |
| 4 | 2 | 6 | ||||||||||||
2015 |
| 12 | | 12 | ||||||||||||
2016 |
| 10 | 2 | 12 | ||||||||||||
2017 |
| 10 | | 10 | ||||||||||||
Thereafter |
| 14 | 16 | 30 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
4 | 50 | 20 | 74 | ||||||||||||
|
|
|
|
|
|
|
|
On March 8, 2013, FedEx Express entered into an agreement with United Airlines to purchase 14 B757 aircraft, the delivery of which will occur in 2013 through 2015. After delivery, these passenger aircraft will be modified for cargo transport. The agreement also provides for FedEx Express to purchase up to 16 additional B757 aircraft, subject to the satisfaction of certain conditions. This aircraft transaction is not included in the table above, as it occurred subsequent to the end of the third quarter of 2013.
A summary of future minimum lease payments under noncancelable operating leases with an initial or remaining term in excess of one year at February 28, 2013 is as follows (in millions):
Operating Leases | ||||||||||||
Aircraft
and Related Equipment |
Facilities
and Other |
Total
Operating Leases |
||||||||||
2013 (remainder) |
$ | 105 | $ | 361 | $ | 466 | ||||||
2014 |
462 | 1,425 | 1,887 | |||||||||
2015 |
448 | 1,323 | 1,771 | |||||||||
2016 |
453 | 1,125 | 1,578 | |||||||||
2017 |
391 | 1,245 | 1,636 | |||||||||
Thereafter |
1,150 | 6,425 | 7,575 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 3,009 | $ | 11,904 | $ | 14,913 | ||||||
|
|
|
|
|
|
Future minimum lease payments under capital leases were immaterial at February 28, 2013, and therefore are excluded from the table above. While certain of our lease agreements contain covenants governing the use of the leased assets or require us to maintain certain levels of insurance, none of our lease agreements include material financial covenants or limitations.
(7) Contingencies
Wage-and-Hour. We are a defendant in a number of lawsuits containing various class-action allegations of wage-and-hour violations. The plaintiffs in these lawsuits allege, among other things, that they were forced to work off the clock, were not paid overtime or were not provided work breaks or other benefits. The complaints generally seek unspecified monetary damages, injunctive relief, or both. We do not believe that a material loss is reasonably possible with respect to any of these matters.
- 16 -
Independent Contractor Lawsuits and State Administrative Proceedings. FedEx Ground is involved in numerous class-action lawsuits (including 31 that have been certified as class actions), individual lawsuits and state tax and other administrative proceedings that claim that the companys owner-operators should be treated as employees, rather than independent contractors.
Most of the class-action lawsuits were consolidated for administration of the pre-trial proceedings by a single federal court, the U.S. District Court for the Northern District of Indiana. The multidistrict litigation court granted class certification in 28 cases and denied it in 14 cases. On December 13, 2010, the court entered an opinion and order addressing all outstanding motions for summary judgment on the status of the owner-operators ( i.e., independent contractor vs. employee). In sum, the court has now ruled on our summary judgment motions and entered judgment in favor of FedEx Ground on all claims in 20 of the 28 multidistrict litigation cases that had been certified as class actions, finding that the owner-operators in those cases were contractors as a matter of the law of the following states: Alabama, Arizona, Georgia, Indiana, Kansas (the court previously dismissed without prejudice the nationwide class claim under the Employee Retirement Income Security Act of 1974 based on the plaintiffs failure to exhaust administrative remedies), Louisiana, Maryland, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, West Virginia and Wisconsin. The plaintiffs filed notices of appeal in all of these 20 cases. The Seventh Circuit heard the appeal in the Kansas case in January 2012 and, in July 2012, issued an opinion that did not make a determination with respect to the correctness of the district courts decision and, instead, certified two questions to the Kansas Supreme Court related to the classification of the plaintiffs as independent contractors under the Kansas Wage Payment Act. The other 19 cases that are before the Seventh Circuit remain stayed pending a decision of the Kansas Supreme Court.
The multidistrict litigation court remanded the other eight certified class actions back to the district courts where they were originally filed because its summary judgment ruling did not completely dispose of all of the claims in those lawsuits. Specifically, in the five cases in Arkansas, California, Florida, and Oregon (two certified cases), the courts ruling granted summary judgment in FedEx Grounds favor on all of the certified claims but did not decide the uncertified claims. In the cases filed in Kentucky and New Hampshire, the court ruled in favor of FedEx Ground on some of the claims and against FedEx Ground on at least one claim. In May 2012, the Oregon district court dismissed the two Oregon cases, but in June 2012, the plaintiffs in both cases filed notices of appeal with the Ninth Circuit Court of Appeals. We settled the individual claims in the California case for an immaterial amount, and in November 2012, the plaintiffs filed notices of appeal as to the certified claims to the Ninth Circuit Court of Appeals. In June 2012, the Kentucky district court ruled in favor of FedEx Ground on certain of the plaintiffs claims, thereby reducing our potential exposure in the matter.
In January 2008, one of the contractor-model lawsuits that is not part of the multidistrict litigation, Anfinson v. FedEx Ground , was certified as a class action by a Washington state court. The plaintiffs in Anfinson represent a class of single-route, pickup-and-delivery owner-operators in Washington from December 21, 2001 through December 31, 2005 and allege that the class members should be reimbursed as employees for their uniform expenses and should receive overtime pay. In March 2009, a jury trial in the Anfinson case was held, and the jury returned a verdict in favor of FedEx Ground, finding that all 320 class members were independent contractors, not employees. The plaintiffs appealed the verdict. In December 2010, the Washington Court of Appeals reversed and remanded for further proceedings, including a new trial. We filed a motion to reconsider, and this motion was denied. In March 2011, we filed a discretionary appeal with the Washington Supreme Court, and in August 2011, that petition was granted. The Washington Supreme Court heard oral argument in February 2012. In July 2012, the Washington Supreme Court affirmed the Washington Court of Appeals reversal of the jury verdict and remanded the case to the trial court.
In August 2010, another one of the contractor-model lawsuits that is not part of the multidistrict litigation, Rascon v. FedEx Ground , was certified as a class action by a Colorado state court. The plaintiff in Rascon represents a class of single-route, pickup-and-delivery owner-operators in Colorado who drove vehicles weighing less than 10,001 pounds at any time from August 27, 2005 through the present. The lawsuit seeks unpaid overtime compensation, and related penalties and attorneys fees and costs, under Colorado law. Our applications for appeal challenging this class certification decision have been rejected. We settled this matter for an immaterial amount, subject to court approval, in June 2012.
- 17 -
In August 2012, another one of the contractor-model lawsuits that was not part of the multidistrict litigation, Scovil v. FedEx Ground , was certified as a class action by the federal district court in Maine. The court certified two state law claims seeking overtime and alleged illegal deductions; class notices were sent out to 143 potential class members; and three individuals opted out. The court also previously certified an opt-in class for the Fair Labor Standards Act claims, and 21 people opted into this class.
Other contractor-model cases that are not or are no longer part of the multidistrict litigation are in varying stages of litigation.
With respect to the state administrative proceedings relating to the classification of FedEx Grounds owner-operators as independent contractors, during the second quarter of 2011, the attorney general in New York filed a lawsuit against FedEx Ground challenging the validity of the contractor model.
While the granting of summary judgment in favor of FedEx Ground by the multidistrict litigation court in 20 of the 28 cases that had been certified as class actions remains subject to appeal, we believe that it significantly improves the likelihood that our independent contractor model will be upheld. Adverse determinations in matters related to FedEx Grounds independent contractors, however, could, among other things, entitle certain of our contractors and their drivers to the reimbursement of certain expenses and to the benefit of wage-and-hour laws and result in employment and withholding tax and benefit liability for FedEx Ground, and could result in changes to the independent contractor status of FedEx Grounds owner-operators in certain jurisdictions. We believe that FedEx Grounds owner-operators are properly classified as independent contractors and that FedEx Ground is not an employer of the drivers of the companys independent contractors. While it is reasonably possible that potential loss in some of these lawsuits or such changes to the independent contractor status of FedEx Grounds owner-operators could be material, we cannot yet determine the amount or reasonable range of potential loss. A number of factors contribute to this. The number of plaintiffs in these lawsuits continues to change, with some being dismissed and others being added and, as to new plaintiffs, discovery is still ongoing. In addition, the parties have not yet conducted any discovery into damages, which could vary considerably from plaintiff to plaintiff. Further, the range of potential loss could be impacted considerably by future rulings on the merits of certain claims and FedEx Grounds various defenses, and on evidentiary issues. In any event, we do not believe that a material loss is probable in these matters.
Other Matters. In August 2010, a third-party consultant who works with shipping customers to negotiate lower rates filed a lawsuit in federal district court in California against FedEx and United Parcel Service, Inc. (UPS) alleging violations of U.S. antitrust law. This matter was dismissed in May 2011, but the court granted the plaintiff permission to file an amended complaint, which FedEx received in June 2011. In November 2011, the court granted our motion to dismiss this complaint, but again allowed the plaintiff to file an amended complaint. The plaintiff filed a new complaint in December 2011, and the matter remains pending before the court. In February 2011, shortly after the initial lawsuit was filed, we received a demand for the production of information and documents in connection with a civil investigation by the U.S. Department of Justice (DOJ) into the policies and practices of FedEx and UPS for dealing with third-party consultants who work with shipping customers to negotiate lower rates. In November 2012, the DOJ served a civil investigative demand on the third-party consultant seeking all pleadings, depositions and documents produced in the lawsuit. We are cooperating with the investigation, do not believe that we have engaged in any anti-competitive activities and will vigorously defend ourselves in any action that may result from the investigation. While the litigation proceedings and the DOJ investigation move forward, and the amount of loss, if any, is dependent on a number of factors that are not yet fully developed or resolved, we do not believe that a material loss is reasonably possible.
We have received requests for information from the DOJ in the Northern District of California in connection with a criminal investigation relating to the transportation of packages for online pharmacies that may have shipped pharmaceuticals in violation of federal law. We responded to grand jury subpoenas issued in June 2008 and August 2009 and to additional requests for information pursuant to those subpoenas, and we continue to respond and cooperate with the investigation. We believe that our employees have acted in good faith at all times. We do not believe that we have engaged in any illegal activities and will vigorously defend ourselves in any action that may result from the investigation. The DOJ may pursue a criminal indictment and, if we are convicted, remedies could include fines, penalties, financial forfeiture and compliance conditions. We cannot estimate the amount or range of loss, if any, as such analysis would depend on facts and law that are not yet fully developed or resolved.
- 18 -
FedEx and its subsidiaries are subject to other legal proceedings that arise in the ordinary course of their business. In the opinion of management, the aggregate liability, if any, with respect to these other actions will not have a material adverse effect on our financial position, results of operations or cash flows.
(8) Supplemental Cash Flow Information
Cash paid for interest expense and income taxes for the nine-month periods ended February 28, 2013 and February 29, 2012 was as follows (in millions):
2013 | 2012 | |||||||
Cash payments for: |
||||||||
Interest (net of capitalized interest) |
$ | 87 | $ | 73 | ||||
|
|
|
|
|||||
Income taxes |
$ | 613 | $ | 342 | ||||
Income tax refunds received |
(205 | ) | (46 | ) | ||||
|
|
|
|
|||||
Cash tax payments, net |
$ | 408 | $ | 296 | ||||
|
|
|
|
(9) Condensed Consolidating Financial Statements
We are required to present condensed consolidating financial information in order for the subsidiary guarantors (other than FedEx Express) of our public debt to continue to be exempt from reporting under the Securities Exchange Act of 1934, as amended.
The guarantor subsidiaries, which are wholly owned by FedEx, guarantee $2.0 billion of our debt. The guarantees are full and unconditional and joint and several. Our guarantor subsidiaries were not determined using geographic, service line or other similar criteria, and as a result, the Guarantor Subsidiaries and Non-guarantor Subsidiaries columns each include portions of our domestic and international operations. Accordingly, this basis of presentation is not intended to present our financial condition, results of operations or cash flows for any purpose other than to comply with the specific requirements for subsidiary guarantor reporting. Condensed consolidating financial statements for our guarantor subsidiaries and non-guarantor subsidiaries are presented in the following tables (in millions):
- 19 -
CONDENSED CONSOLIDATING BALANCE SHEETS
(UNAUDITED)
February 28, 2013
- 20 -
CONDENSED CONSOLIDATING BALANCE SHEETS
May 31, 2012
- 21 -
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended February 28, 2013
Parent |
Guarantor
Subsidiaries |
Non-guarantor
Subsidiaries |
Eliminations | Consolidated | ||||||||||||||||
REVENUES |
$ | | $ | 9,182 | $ | 1,851 | $ | (80 | ) | $ | 10,953 | |||||||||
OPERATING EXPENSES: |
||||||||||||||||||||
Salaries and employee benefits |
26 | 3,594 | 530 | | 4,150 | |||||||||||||||
Purchased transportation |
| 1,261 | 649 | (39 | ) | 1,871 | ||||||||||||||
Rentals and landing fees |
2 | 555 | 85 | (2 | ) | 640 | ||||||||||||||
Depreciation and amortization |
| 551 | 48 | | 599 | |||||||||||||||
Fuel |
| 1,190 | 25 | | 1,215 | |||||||||||||||
Maintenance and repairs |
| 395 | 29 | | 424 | |||||||||||||||
Business realignment costs |
5 | 42 | | | 47 | |||||||||||||||
Intercompany charges, net |
(55 | ) | (71 | ) | 126 | | | |||||||||||||
Other |
22 | 1,129 | 306 | (39 | ) | 1,418 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
| 8,646 | 1,798 | (80 | ) | 10,364 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
OPERATING INCOME |
| 536 | 53 | | 589 | |||||||||||||||
OTHER INCOME (EXPENSE): |
||||||||||||||||||||
Equity in earnings of subsidiaries |
361 | 53 | | (414 | ) | | ||||||||||||||
Interest, net |
(27 | ) | 16 | 2 | | (9 | ) | |||||||||||||
Intercompany charges, net |
29 | (33 | ) | 4 | | | ||||||||||||||
Other, net |
(2 | ) | (13 | ) | (1 | ) | | (16 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
INCOME BEFORE INCOME TAXES |
361 | 559 | 58 | (414 | ) | 564 | ||||||||||||||
Provision for income taxes |
| 155 | 48 | | 203 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
NET INCOME |
$ | 361 | $ | 404 | $ | 10 | $ | (414 | ) | $ | 361 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
COMPREHENSIVE INCOME |
$ | 419 | $ | 401 | $ | 15 | $ | (414 | ) | $ | 421 | |||||||||
|
|
|
|
|
|
|
|
|
|
- 22 -
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended February 29, 2012
Parent |
Guarantor
Subsidiaries |
Non-guarantor
Subsidiaries |
Eliminations | Consolidated | ||||||||||||||||
REVENUES |
$ | | $ | 9,031 | $ | 1,607 | $ | (74 | ) | $ | 10,564 | |||||||||
OPERATING EXPENSES: |
||||||||||||||||||||
Salaries and employee benefits |
28 | 3,528 | 465 | | 4,021 | |||||||||||||||
Purchased transportation |
| 1,169 | 481 | (31 | ) | 1,619 | ||||||||||||||
Rentals and landing fees |
1 | 560 | 68 | (1 | ) | 628 | ||||||||||||||
Depreciation and amortization |
| 504 | 39 | | 543 | |||||||||||||||
Fuel |
| 1,213 | 20 | | 1,233 | |||||||||||||||
Maintenance and repairs |
1 | 432 | 23 | | 456 | |||||||||||||||
Intercompany charges, net |
(51 | ) | (66 | ) | 117 | | | |||||||||||||
Other |
21 | 1,018 | 254 | (42 | ) | 1,251 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
| 8,358 | 1,467 | (74 | ) | 9,751 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
OPERATING INCOME |
| 673 | 140 | | 813 | |||||||||||||||
OTHER INCOME (EXPENSE): |
||||||||||||||||||||
Equity in earnings of subsidiaries |
521 | 101 | | (622 | ) | | ||||||||||||||
Interest, net |
(19 | ) | 6 | 1 | | (12 | ) | |||||||||||||
Intercompany charges, net |
20 | (25 | ) | 5 | | | ||||||||||||||
Other, net |
(1 | ) | (4 | ) | (4 | ) | | (9 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
INCOME BEFORE INCOME TAXES |
521 | 751 | 142 | (622 | ) | 792 | ||||||||||||||
Provision for income taxes |
| 219 | 52 | | 271 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
NET INCOME |
$ | 521 | $ | 532 | $ | 90 | $ | (622 | ) | $ | 521 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
COMPREHENSIVE INCOME |
$ | 549 | $ | 548 | $ | 144 | $ | (622 | ) | $ | 619 | |||||||||
|
|
|
|
|
|
|
|
|
|
- 23 -
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Nine Months Ended February 28, 2013
Parent |
Guarantor
Subsidiaries |
Non-guarantor
Subsidiaries |
Eliminations | Consolidated | ||||||||||||||||
REVENUES |
$ | | $ | 27,501 | $ | 5,594 | $ | (243 | ) | $ | 32,852 | |||||||||
OPERATING EXPENSES: |
||||||||||||||||||||
Salaries and employee benefits |
79 | 10,752 | 1,547 | | 12,378 | |||||||||||||||
Purchased transportation |
| 3,613 | 1,905 | (107 | ) | 5,411 | ||||||||||||||
Rentals and landing fees |
4 | 1,648 | 241 | (5 | ) | 1,888 | ||||||||||||||
Depreciation and amortization |
1 | 1,626 | 137 | | 1,764 | |||||||||||||||
Fuel |
| 3,516 | 72 | | 3,588 | |||||||||||||||
Maintenance and repairs |
1 | 1,391 | 85 | | 1,477 | |||||||||||||||
Business realignment costs |
15 | 49 | | | 64 | |||||||||||||||
Intercompany charges, net |
(169 | ) | (276 | ) | 445 | | | |||||||||||||
Other |
69 | 3,403 | 892 | (131 | ) | 4,233 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
| 25,722 | 5,324 | (243 | ) | 30,803 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
OPERATING INCOME |
| 1,779 | 270 | | 2,049 | |||||||||||||||
OTHER INCOME (EXPENSE): |
||||||||||||||||||||
Equity in earnings of subsidiaries |
1,258 | 152 | | (1,410 | ) | | ||||||||||||||
Interest, net |
(77 | ) | 35 | 5 | | (37 | ) | |||||||||||||
Intercompany charges, net |
82 | (95 | ) | 13 | | | ||||||||||||||
Other, net |
(5 | ) | (18 | ) | (6 | ) | | (29 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
INCOME BEFORE INCOME TAXES |
1,258 | 1,853 | 282 | (1,410 | ) | 1,983 | ||||||||||||||
Provision for income taxes |
| 581 | 144 | | 725 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
NET INCOME |
$ | 1,258 | $ | 1,272 | $ | 138 | $ | (1,410 | ) | $ | 1,258 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
COMPREHENSIVE INCOME |
$ | 1,434 | $ | 1,284 | $ | 193 | $ | (1,410 | ) | $ | 1,501 | |||||||||
|
|
|
|
|
|
|
|
|
|
- 24 -
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Nine Months Ended February 29, 2012
Parent |
Guarantor
Subsidiaries |
Non-guarantor
Subsidiaries |
Eliminations | Consolidated | ||||||||||||||||
REVENUES |
$ | | $ | 27,039 | $ | 4,851 | $ | (218 | ) | $ | 31,672 | |||||||||
OPERATING EXPENSES: |
||||||||||||||||||||
Salaries and employee benefits |
89 | 10,565 | 1,353 | | 12,007 | |||||||||||||||
Purchased transportation |
| 3,371 | 1,427 | (85 | ) | 4,713 | ||||||||||||||
Rentals and landing fees |
3 | 1,672 | 200 | (4 | ) | 1,871 | ||||||||||||||
Depreciation and amortization |
1 | 1,455 | 114 | | 1,570 | |||||||||||||||
Fuel |
| 3,618 | 59 | | 3,677 | |||||||||||||||
Maintenance and repairs |
1 | 1,446 | 71 | | 1,518 | |||||||||||||||
Intercompany charges, net |
(162 | ) | (291 | ) | 453 | | | |||||||||||||
Other |
68 | 3,299 | 748 | (129 | ) | 3,986 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
| 25,135 | 4,425 | (218 | ) | 29,342 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
OPERATING INCOME |
| 1,904 | 426 | | 2,330 | |||||||||||||||
OTHER INCOME (EXPENSE): |
||||||||||||||||||||
Equity in earnings of subsidiaries |
1,482 | 252 | | (1,734 | ) | | ||||||||||||||
Interest, net |
(58 | ) | 25 | 3 | | (30 | ) | |||||||||||||
Intercompany charges, net |
62 | (80 | ) | 18 | | | ||||||||||||||
Other, net |
(4 | ) | (7 | ) | 4 | | (7 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
INCOME BEFORE INCOME TAXES |
1,482 | 2,094 | 451 | (1,734 | ) | 2,293 | ||||||||||||||
Provision for income taxes |
| 636 | 175 | | 811 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
NET INCOME |
$ | 1,482 | $ | 1,458 | $ | 276 | $ | (1,734 | ) | $ | 1,482 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
COMPREHENSIVE INCOME |
$ | 1,566 | $ | 1,458 | $ | 259 | $ | (1,734 | ) | $ | 1,549 | |||||||||
|
|
|
|
|
|
|
|
|
|
- 25 -
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended February 28, 2013
Parent |
Guarantor
Subsidiaries |
Non-guarantor
Subsidiaries |
Eliminations | Consolidated | ||||||||||||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
$ | 78 | $ | 2,556 | $ | 347 | $ | (5 | ) | $ | 2,976 | |||||||||
INVESTING ACTIVITIES |
||||||||||||||||||||
Capital expenditures |
(3 | ) | (2,201 | ) | (226 | ) |
|
|
|
(2,430 | ) | |||||||||
Business acquisitions, net of cash acquired |
| | (483 | ) | | (483 | ) | |||||||||||||
Proceeds from asset dispositions and other |
| 39 | 6 | | 45 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CASH USED IN INVESTING ACTIVITIES |
(3 | ) | (2,162 | ) | (703 | ) | | (2,868 | ) | |||||||||||
FINANCING ACTIVITIES |
||||||||||||||||||||
Net transfers from (to) Parent |
(453 | ) | 517 | (64 | ) | | | |||||||||||||
Payment on loan between subsidiaries |
| (407 | ) | 407 | | | ||||||||||||||
Intercompany dividends |
| 12 | (12 | ) | | | ||||||||||||||
Principal payments on debt |
| (417 | ) | | | (417 | ) | |||||||||||||
Proceeds from debt issuance |
991 | | | | 991 | |||||||||||||||
Proceeds from stock issuances |
221 | | | | 221 | |||||||||||||||
Excess tax benefit on the exercise of stock options |
9 | | | | 9 | |||||||||||||||
Dividends paid |
(132 | ) | | | | (132 | ) | |||||||||||||
Purchase of treasury stock |
(246 | ) | | | (246 | ) | ||||||||||||||
Other, net |
(9 | ) | (93 | ) | 93 | | (9 | ) | ||||||||||||
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CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES |
381 | (388 | ) | 424 | | 417 | ||||||||||||||
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Effect of exchange rate changes on cash |
| (4 | ) | 8 | | 4 | ||||||||||||||
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Net increase (decrease) in cash and cash equivalents |
456 | 2 | 76 | (5 | ) | 529 | ||||||||||||||
Cash and cash equivalents at beginning of period |
1,906 | 417 | 636 | (116 | ) | 2,843 | ||||||||||||||
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Cash and cash equivalents at end of period |
$ | 2,362 | $ | 419 | $ | 712 | $ | (121 | ) | $ | 3,372 | |||||||||
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- 26 -
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended February 29, 2012
Parent |
Guarantor
Subsidiaries |
Non-guarantor
Subsidiaries |
Eliminations | Consolidated | ||||||||||||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
$ | (61 | ) | $ | 2,664 | $ | 451 | $ | (37 | ) | $ | 3,017 | ||||||||
INVESTING ACTIVITIES |
||||||||||||||||||||
Capital expenditures |
(2 | ) | (2,856 | ) | (88 | ) | | (2,946 | ) | |||||||||||
Business acquisition, net of cash acquired |
| | (114 | ) | | (114 | ) | |||||||||||||
Proceeds from asset dispositions and other |
| 20 | | | 20 | |||||||||||||||
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CASH USED IN INVESTING ACTIVITIES |
(2 | ) | (2,836 | ) | (202 | ) | | (3,040 | ) | |||||||||||
FINANCING ACTIVITIES |
||||||||||||||||||||
Net transfers from (to) Parent |
(263 | ) | 320 | (57 | ) | | | |||||||||||||
Intercompany dividends |
| 46 | (46 | ) | | | ||||||||||||||
Principal payments on debt |
| (28 | ) | | | (28 | ) | |||||||||||||
Proceeds from stock issuances |
83 | | | | 83 | |||||||||||||||
Excess tax benefit on the exercise of stock options |
7 | | | | 7 | |||||||||||||||
Dividends paid |
(123 | ) | | | | (123 | ) | |||||||||||||
Purchase of treasury stock |
(197 | ) | | | | (197 | ) | |||||||||||||
Other, net |
| (16 | ) | 16 | | | ||||||||||||||
|
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|
|
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CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES |
(493 | ) | 322 | (87 | ) | | (258 | ) | ||||||||||||
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Effect of exchange rate changes on cash |
| (6 | ) | (1 | ) | | (7 | ) | ||||||||||||
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|
|||||||||||
Net (decrease) increase in cash and cash equivalents |
(556 | ) | 144 | 161 | (37 | ) | (288 | ) | ||||||||||||
Cash and cash equivalents at beginning of period |
1,589 | 279 | 546 | (86 | ) | 2,328 | ||||||||||||||
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Cash and cash equivalents at end of period |
$ | 1,033 | $ | 423 | $ | 707 | $ | (123 | ) | $ | 2,040 | |||||||||
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- 27 -
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
FedEx Corporation
We have reviewed the condensed consolidated balance sheet of FedEx Corporation as of February 28, 2013, and the related condensed consolidated statements of income and comprehensive income for the three-month and nine-month periods ended February 28, 2013 and February 29, 2012 and the condensed consolidated statements of cash flows for the nine-month periods ended February 28, 2013 and February 29, 2012. These financial statements are the responsibility of the Companys management.
We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of FedEx Corporation as of May 31, 2012, and the related consolidated statements of income, changes in stockholders investment and comprehensive income (loss), and cash flows for the year then ended not presented herein, and in our report dated July 16, 2012, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of May 31, 2012, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
/s/ Ernst & Young LLP
Memphis, Tennessee
March 21, 2013
- 28 -
Item 2. Managements Discussion and Analysis of Results of Operations and Financial Condition
GENERAL
The following Managements Discussion and Analysis of Results of Operations and Financial Condition (MD&A) describes the principal factors affecting the results of operations, liquidity, capital resources, contractual cash obligations and critical accounting estimates of FedEx Corporation (FedEx). This discussion should be read in conjunction with the accompanying quarterly unaudited condensed consolidated financial statements and our Annual Report on Form 10-K for the year ended May 31, 2012 (Annual Report). Our Annual Report includes additional information about our significant accounting policies, practices and the transactions that underlie our financial results, as well as a detailed discussion of the most significant risks and uncertainties associated with our financial condition and operating results.
We provide a broad portfolio of transportation, e-commerce and business services through companies competing collectively, operating independently and managed collaboratively, under the respected FedEx brand. Our primary operating companies are Federal Express Corporation (FedEx Express), the worlds largest express transportation company; FedEx Ground Package System, Inc. (FedEx Ground), a leading North American provider of small-package ground delivery services; and FedEx Freight, Inc. (FedEx Freight), a leading North American provider of less-than-truckload (LTL) freight services. These companies represent our major service lines and, along with FedEx Corporate Services, Inc. (FedEx Services), form the core of our reportable segments. Our FedEx Services segment provides sales, marketing, information technology, communication and back-office support to our transportation segments. In addition, the FedEx Services segment provides customers with retail access to FedEx Express and FedEx Ground shipping services through FedEx Office and Print Services, Inc. (FedEx Office) and provides customer service, technical support and billing and collection services through FedEx TechConnect, Inc. (FedEx TechConnect). See Reportable Segments for further discussion.
The key indicators necessary to understand our operating results include:
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the overall customer demand for our various services based on macro-economic factors and the global economy; |
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the volumes of transportation services provided through our networks, primarily measured by our average daily volume and shipment weight; |
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the mix of services purchased by our customers; |
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the prices we obtain for our services, primarily measured by yield (revenue per package or pound or revenue per hundredweight for LTL freight shipments); |
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our ability to manage our cost structure (capital expenditures and operating expenses) to match shifting volume levels; and |
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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. |
The majority of our operating expenses are directly impacted by revenue and volume levels. Accordingly, we expect these operating expenses to fluctuate on a year-over-year basis consistent with the change in revenues and volumes. Therefore, the discussion of operating expense captions focuses on the key drivers and trends impacting expenses other than changes in revenues and volume.
- 29 -
Except as otherwise specified, references to years indicate our fiscal year ending May 31, 2013 or ended May 31 of the year referenced and comparisons are to the corresponding period of the prior year. References to our transportation segments include, collectively, our FedEx Express, FedEx Ground and FedEx Freight segments.
RESULTS OF OPERATIONS
CONSOLIDATED RESULTS
The following table compares summary operating results (dollars in millions, except per share amounts) for the periods ended February 28, 2013 and February 29, 2012:
Three Months Ended |
Percent |
Nine Months Ended | Percent | |||||||||||||||||||||
2013 | 2012 | Change | 2013 | 2012 | Change | |||||||||||||||||||
Revenues |
$ | 10,953 | $ | 10,564 | 4 | $ | 32,852 | $ | 31,672 | 4 | ||||||||||||||
Operating income |
589 | 813 | (28 | ) | 2,049 | 2,330 | (12 | ) | ||||||||||||||||
Operating margin |
5.4 | % | 7.7 | % | (230 | )bp | 6.2 | % | 7.4 | % | (120 | )bp | ||||||||||||
Net income |
$ | 361 | $ | 521 | (31 | ) | $ | 1,258 | $ | 1,482 | (15 | ) | ||||||||||||
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Diluted earnings per share |
$ | 1.13 | $ | 1.65 | (32 | ) | $ | 3.97 | $ | 4.67 | (15 | ) | ||||||||||||
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The following table shows changes in revenues and operating income by reportable segment for the periods ended February 28, 2013 compared to February 29, 2012 (dollars in millions):
Change in
Revenues |
Percent Change in
Revenue |
Change in
Operating Income |
Percent Change in
Operating Income |
|||||||||||||||||||||||||||||
Three
Months Ended |
Nine
Months Ended |
Three
Months Ended |
Nine
Months Ended |
Three
Months Ended |
Nine
Months Ended |
Three
Months Ended |
Nine
Months Ended |
|||||||||||||||||||||||||
FedEx Express segment |
$ | 161 | $ | 476 | 2 | 2 | $ | (231 | ) | $ | (424 | ) | (66 | ) | (43 | ) | ||||||||||||||||
FedEx Ground segment |
267 | 705 | 11 | 10 | 2 | 54 | | 4 | ||||||||||||||||||||||||
FedEx Freight segment |
3 | 126 | | 3 | 5 | 89 | NM | 110 | ||||||||||||||||||||||||
FedEx Services segment |
(21 | ) | (65 | ) | (5 | ) | (5 | ) | | | | | ||||||||||||||||||||
Other and eliminations |
(21 | ) | (62 | ) | NM | NM | | | | | ||||||||||||||||||||||
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$ | 389 | $ | 1,180 | 4 | 4 | $ | (224 | ) | $ | (281 | ) | (28 | ) | (12 | ) | |||||||||||||||||
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Overview
Our results for the third quarter reflect a significant decline in profitability at FedEx Express resulting from ongoing shifts in demand from priority international services to economy international services and lower international export yields. Reduced profitability at FedEx Express more than offset the strong performance of FedEx Ground and continuing profit improvement at FedEx Freight. Our results were also negatively impacted by business realignment costs of $47 million in the third quarter of 2013 primarily related to our voluntary cash buyout program for eligible U.S. officers and managing directors (see Business Realignment Costs for additional information). Additionally, operating result comparisons were negatively impacted by the reversal of a $66 million legal accrual in the third quarter of 2012. Results for the nine months reflect the net year-over-year negative impact from the timing lag that exists between when fuel prices change and indexed fuel surcharges automatically adjust. All our transportation segments experienced the negative impact of fewer operating days in the third quarter and nine months of 2013.
- 30 -
The following graphs for FedEx Express, FedEx Ground (including FedEx SmartPost) and FedEx Freight show selected volume trends (in thousands) over the five most recent quarters:
(1) |
International domestic average daily package volume includes our international intra-country express operations, including recent acquisitions in Mexico (July 2011), Poland (June 2012), France (July 2012) and Brazil (July 2012). |
- 31 -
The following graphs for FedEx Express, FedEx Ground (including FedEx SmartPost) and FedEx Freight show selected yield trends over the five most recent quarters:
Revenue
Revenues increased 4% in both the third quarter and nine months of 2013, primarily driven by increases in international domestic revenue at FedEx Express and volume growth at FedEx Ground. At FedEx Express, revenues increased 2% in both the third quarter and nine months of 2013 primarily driven by increases in international domestic revenues due to recent acquisitions and growth in our freight-forwarding business at FedEx Trade Networks. While overall revenue increased, shifts in demand from our priority international services to our economy international services and lower rates resulted in declines in package yields at FedEx Express in the third quarter and nine months of 2013. At FedEx Ground, revenues increased 11% in the third quarter and 10% in the nine months of 2013 primarily due to volume growth from e-commerce and market share gains. At FedEx Freight, revenues were flat in the third quarter, and in the nine months of 2013 increased 3% as a result of higher yield and average daily LTL shipments.
- 32 -
Operating Income
The following tables compare operating expenses expressed as dollar amounts (in millions) and as a percent of revenue for the periods ended February 28, 2013 and February 29, 2012:
Three Months Ended | Nine Months Ended | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Operating expenses: |
||||||||||||||||
Salaries and employee benefits |
$ | 4,150 | $ | 4,021 | $ | 12,378 | $ | 12,007 | ||||||||
Purchased transportation |
1,871 | 1,619 | 5,411 | 4,713 | ||||||||||||
Rentals and landing fees |
640 | 628 | 1,888 | 1,871 | ||||||||||||
Depreciation and amortization |
599 | 543 | 1,764 | 1,570 | ||||||||||||
Fuel |
1,215 | 1,233 | 3,588 | 3,677 | ||||||||||||
Maintenance and repairs |
424 | 456 | 1,477 | 1,518 | ||||||||||||
Business realignment costs (1) |
47 | | 64 | | ||||||||||||
Other (2) |
1,418 | 1,251 | 4,233 | 3,986 | ||||||||||||
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Total operating expenses |
$ | 10,364 | $ | 9,751 | $ | 30,803 | $ | 29,342 | ||||||||
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(1) |
Includes predominantly severance costs associated with our voluntary buyout program. |
(2) |
The third quarter of 2012 includes the reversal of a $66 million legal reserve. |
Percent of Revenue | Percent of Revenue | |||||||||||||||
Three
Months Ended |
Three
Months Ended |
Nine
Months Ended |
Nine
Months Ended |
|||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Operating expenses: |
||||||||||||||||
Salaries and employee benefits |
37.9 | % | 38.1 | % | 37.7 | % | 37.9 | % | ||||||||
Purchased transportation |
17.1 | 15.3 | 16.5 | 14.9 | ||||||||||||
Rentals and landing fees |
5.8 | 6.0 | 5.7 | 5.9 | ||||||||||||
Depreciation and amortization |
5.5 | 5.1 | 5.4 | 4.9 | ||||||||||||
Fuel |
11.1 | 11.7 | 10.9 | 11.6 | ||||||||||||
Maintenance and repairs |
3.9 | 4.3 | 4.5 | 4.8 | ||||||||||||
Business realignment costs (1) |
0.4 | | 0.2 | | ||||||||||||
Other (2) |
12.9 | 11.8 | 12.9 | 12.6 | ||||||||||||
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Total operating expenses |
94.6 | 92.3 | 93.8 | 92.6 | ||||||||||||
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Operating margin |
5.4 | % | 7.7 | % | 6.2 | % | 7.4 | % | ||||||||
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(1) |
Includes predominantly severance costs associated with our voluntary buyout program. |
(2) |
The third quarter of 2012 includes the reversal of a $66 million legal reserve. |
Operating income and operating margin decreased in both the third quarter and nine months of 2013 as a result of significant reductions in profitability at FedEx Express. The reversal of a legal reserve in the third quarter of 2012 also negatively impacted our operating result comparisons. Additionally, we incurred business realignment costs in the third quarter of 2013 primarily due to our voluntary buyout program. Our operating income was positively impacted in the third quarter and nine months of 2013 by higher volumes and increased yields at our FedEx Ground segment and by increased yields and higher volumes at our FedEx Freight segment. All our transportation segments experienced the negative impact of fewer operating days in the third quarter and nine months of 2013, including one fewer day at FedEx Express and FedEx Ground and two fewer days at FedEx Freight.
- 33 -
Purchased transportation costs increased 16% in the third quarter and 15% in the nine months of 2013 due to volume growth at FedEx Ground, recent international business acquisitions and the expansion of our freight forwarding business at FedEx Trade Networks. Salaries and employee benefits increased 3% in both the third quarter and nine months of 2013 primarily due to increases in pension and group health insurance costs, partially offset by lower incentive compensation accruals. Other expenses increased 13% in the third quarter and 6% in the nine months of 2013 primarily due to the reversal in 2012 of a legal reserve and current year costs associated with business acquisitions. Depreciation and amortization expense increased 10% in the third quarter and 12% in the nine months of 2013 due to aircraft recently placed in service and accelerated depreciation on certain aircraft at FedEx Express.
The following graph for our transportation segments shows our average cost of jet and vehicle fuel per gallon for the five most recent quarters:
Fuel expense decreased 1% in the third quarter of 2013 due to lower aircraft fuel usage and decreased 2% in the nine months of 2013 due to lower jet fuel costs and lower aircraft fuel usage. Based on a static analysis of year-over-year changes in fuel prices compared to changes in fuel surcharges, fuel had a minimal impact on operating income in the third quarter but had a negative impact for the nine months of 2013.
Our analysis considers the estimated impact of the reduction in fuel surcharges included in the base rates charged for FedEx Express and FedEx Ground services. However, this analysis does not consider the negative effects that fuel surcharge levels may have on our business, including reduced demand and shifts by our customers to lower-yielding services. While fluctuations in fuel surcharge rates can be significant from period to period, fuel surcharges represent one of the many individual components of our pricing structure that impact our overall revenue and yield. Additional components include the mix of services sold, the base price and extra service charges we obtain for these services and the level of pricing discounts offered. In order to provide information about the impact of fuel surcharges on the trend in revenue and yield growth, we have included the comparative fuel surcharge rates in effect for the third quarter and nine months of 2013 and 2012 in the accompanying discussions of each of our transportation segments.
Income Taxes
Our effective tax rate was 36.0% for the third quarter and 36.6% for the nine months of 2013, compared with 34.1% for the third quarter and 35.4% for the nine months of 2012. Our tax rates for both periods in 2012 were favorably impacted by the conclusion of the Internal Revenue Service (IRS) audit of our 2007-2009 consolidated income tax returns. For 2013, we expect our effective tax rate to be approximately 37.0%. The actual rate, however, will depend on a number of factors, including the amount and source of operating income.
As of February 28, 2013, there were no material changes to our liabilities for unrecognized tax benefits from May 31, 2012.
- 34 -
We are subject to taxation in the U.S. and various U.S. state, local and foreign jurisdictions. Substantially all U.S. federal income tax matters through fiscal year 2009 are concluded, and we are currently under examination by the IRS for the 2010 and 2011 tax years. It is reasonably possible that certain income tax return proceedings will be completed during the next 12 months and could result in a change in our balance of unrecognized tax benefits. The expected impact of any changes would not be material to our consolidated financial statements.
Business Acquisitions
In the first quarter of 2013, we expanded the international service offerings of FedEx Express by completing the following business acquisitions:
|
Rapidão Cometa Logística e Transporte S.A., a Brazilian transportation and logistics company, for $398 million in cash from operations on July 4, 2012 |
|
TATEX, a French express transportation company, for $55 million in cash from operations on July 3, 2012 |
|
Opek Sp. z o.o., a Polish domestic express package delivery company, for $54 million in cash from operations on June 13, 2012 |
These acquisitions give us more robust transportation networks within these countries and added capabilities in these important international markets.
The financial results of these acquired businesses are included in the FedEx Express segment from the date of acquisition and were not material, individually or in the aggregate, to our results of operations. The estimated fair values of the assets and liabilities related to these acquisitions have been included in the accompanying unaudited balance sheet based on a preliminary allocation of the purchase price. See Note 1 of the accompanying unaudited financial statements for further discussion of these acquisitions.
Business Realignment Costs
During the second quarter of 2013, we announced profit improvement programs primarily through initiatives at FedEx Express and FedEx Services that include the following:
|
Cost reductions in selling, general and administrative functions, including information technology, through headcount reductions, streamlining of processes and elimination of less essential work, as well as deriving greater value from strategic sourcing |
|
Modernization of our aircraft fleet, transformation of the U.S. domestic operations and international profit improvements at FedEx Express |
|
Improved efficiencies and lower costs of information technology at FedEx Services |
During the third quarter of 2013, we commenced a program to offer voluntary cash buyouts to eligible U.S.-based employees in certain staff functions. The voluntary buyout program includes voluntary severance payments and funding to healthcare reimbursement accounts, with the voluntary severance calculated based on four weeks of gross base salary for every year of FedEx service up to a maximum payment of two years of pay. Eligible employees will be scheduled to vacate positions in four phases to ensure a smooth transition in the impacted functions so that we maintain service levels to our customers. Employees in the first phase will vacate their positions on May 31, 2013, and we expect all employees who accept the buyout to vacate their positions by the end of fiscal year 2014. Costs of the benefits provided under the voluntary program will be recognized as special termination benefits in the period that eligible employees accept their offers, predominantly in the fourth quarter of 2013.
- 35 -
We incurred costs of $47 million ($30 million, net of tax, or $0.09 per diluted share) during the third quarter and $64 million ($40 million, net of tax or $0.13 per diluted share) during the nine months of 2013, associated with our business realignment activities. These costs related predominantly to voluntary severance for officers and managing directors who accepted voluntary buyouts in the third quarter of 2013 to adjust our leadership team to our new organizational structure. We expect the pretax cost of the voluntary buyout program to range from approximately $450 million to $550 million in cash expenditures in 2013, but actual costs will depend on employee acceptance rates. Our current range for the 2013 cost of the voluntary buyout program is approximately $100 million lower than our previous forecast due to facility closures we originally expected to occur in late 2013 that will now happen in 2014 and deferred hiring of open positions which reduced our need to offer voluntary buyouts in some cases. Payments will be made at the time of departure, and no material payments of these costs were made in the third quarter of 2013. The cost of the buyout program is included in the caption Business realignment costs in our unaudited condensed consolidated statements of income. Also included in that caption are immaterial involuntary severance costs and other external costs directly attributable to our business realignment activities, such as professional fees. Additional costs will be incurred beyond 2013, primarily related to facility optimization and professional fees.
In addition to continued profit improvements in the base businesses at FedEx Ground and FedEx Freight, our profit improvement programs are targeting annual profitability improvement of $1.6 billion at FedEx Express by the end of 2016 (from the full year 2013 base business). Collectively, these initiatives, are expected to increase margins, improve cash flows and increase our competitiveness. The ultimate costs and savings from our profit improvement initiatives will depend, among other things, on the number of employees that participate in the voluntary buyout program and the timing and execution of these programs. We expect to begin realizing a portion of the benefits of these programs in 2014; however, the majority of the benefits, including those from our voluntary severance program, will not occur until 2015 and 2016.
Outlook
While we expect revenues to increase for 2013, we expect earnings to decrease due to business realignment costs and the demand shift from our priority international services to our economy international services at FedEx Express. However, we expect solid financial performance at FedEx Ground and FedEx Freight to partially offset the negative impact of these factors on our results for the remainder of 2013.
Base yields on priority international services at FedEx Express continue to weaken based on our customers accelerating preference for our lower-yielding services. Given the persistence of this trend, we are evaluating further actions to adjust our FedEx Express network capacity. Some of these actions may involve temporarily or permanently grounding aircraft, which could result in asset impairment or other charges in future periods. We operate integrated transportation networks and, accordingly, cash flows for most of our operating assets are assessed at a network level, not at an individual asset level for our analysis of impairment. In the normal management of our aircraft fleet, we routinely idle aircraft and engines temporarily due to maintenance cycles and adjustments of our network capacity to match seasonality and overall customer demand levels. Temporarily idled assets are classified as available-for-use, and we continue to record depreciation expense associated with these assets. These temporarily idled assets are assessed for impairment on a quarterly basis. Factors which could cause impairment include, but are not limited to, adverse changes in our global economic outlook and the impact of our outlook on our current and projected volume levels, including lower capacity needs during our peak shipping seasons; the introduction of new fleet types or decisions to permanently retire an aircraft fleet from operations; or the elimination of planned service expansion activities.
Other Outlook Matters. For additional details on key 2013 capital projects, refer to the Liquidity Outlook section of this MD&A.
All of our businesses operate in a competitive pricing environment, exacerbated by continuing volatile fuel prices, which impact our fuel surcharge levels. Historically, our fuel surcharges have largely offset incremental fuel costs; however, volatility in fuel costs may impact earnings because adjustments to our fuel surcharges lag changes in actual fuel prices paid. Therefore, the trailing impact of adjustments to our fuel surcharges can significantly affect our earnings either positively or negatively in the short-term.
- 36 -
As described in Note 7 of the accompanying unaudited condensed consolidated financial statements and the Evolution of Independent Contractor Model section of our FedEx Ground segment MD&A, we are involved in a number of lawsuits and other proceedings that challenge the status of FedEx Grounds owner-operators as independent contractors. FedEx Ground anticipates continuing changes to its relationships with its contractors. The nature, timing and amount of any changes are dependent on the outcome of numerous future events. We cannot reasonably estimate the potential impact of any such changes or a meaningful range of potential outcomes, although they could be material. However, we do not believe that any such changes will impair our ability to operate and profitably grow our FedEx Ground business.
See Forward-Looking Statements for a discussion of these and other potential risks and uncertainties that could materially affect our future performance.
NEW ACCOUNTING GUIDANCE
New accounting rules and disclosure requirements can significantly impact our reported results and the comparability of our financial statements.
On June 1, 2012, we adopted the authoritative guidance issued by the Financial Accounting Standards Board (FASB) on the presentation of comprehensive income. The new guidance requires companies to report components of comprehensive income by including comprehensive income on the face of the income statement or in a separate statement of comprehensive income. We have adopted this guidance by including a separate statement of comprehensive income for the three-month and nine-month periods ended February 28, 2013 and February 29, 2012. In addition, on June 1, 2012, we adopted the FASBs amendments to the fair value measurements and disclosure requirements, which expanded existing disclosure requirements regarding the fair value of our long-term debt.
In February 2013, the FASB issued new guidance requiring additional information about reclassification adjustments out of comprehensive income, including changes in comprehensive income balances by component and significant items reclassified out of comprehensive income. This new standard is effective for our fiscal year ending May 31, 2014 and will have no impact on our financial condition or results of operations.
We believe that no other new accounting guidance was adopted or issued during the nine months of 2013 that is relevant to the readers of our financial statements. However, there are numerous new proposals under development which, if and when enacted, may have a significant impact on our financial reporting.
- 37 -
REPORTABLE SEGMENTS
FedEx Express, FedEx Ground and FedEx Freight represent our major service lines and, along with FedEx Services, form the core of our reportable segments. Our reportable segments include the following businesses:
FedEx Express Segment |
FedEx Express (express transportation) FedEx Trade Networks (air and ocean freight forwarding and customs brokerage) |
|
FedEx SupplyChain Systems (logistics services) |
||
FedEx Ground Segment |
FedEx Ground (small-package ground delivery) |
|
FedEx SmartPost (small-parcel consolidator) |
||
FedEx Freight Segment |
FedEx Freight (LTL freight transportation) |
|
FedEx Custom Critical (time-critical transportation) |
||
FedEx Services Segment |
FedEx Services (sales, marketing, information technology, communications and back-office functions) | |
FedEx TechConnect (customer service, technical support, billings and collections) |
||
FedEx Office (document and business services and package acceptance) |
FEDEX SERVICES SEGMENT
The FedEx Services segment operates combined sales, marketing, administrative and information technology functions in shared services operations that support our transportation businesses and allow us to obtain synergies from the combination of these functions. For the international regions of FedEx Express, some of these functions are performed on a regional basis by FedEx Express and reported in the FedEx Express segment in expense line items outside of intercompany charges. The FedEx Services segment includes: FedEx Services, which provides sales, marketing, information technology, communications and back-office support to our other companies; FedEx TechConnect, which is responsible for customer service, technical support, billings and collections for U.S. customers of our major business units; and FedEx Office, which provides an array of document and business services and retail access to our customers for our package transportation businesses.
The FedEx Services segment provides direct and indirect support to our transportation businesses, and we allocate all of the net operating costs of the FedEx Services segment (including the net operating results of FedEx Office) to reflect the full cost of operating our transportation businesses in the results of those segments. Within the FedEx Services segment allocation, the net operating results of FedEx Office, which are an immaterial component of our allocations, are allocated to FedEx Express and FedEx Ground. The allocations of net operating costs are based on metrics such as relative revenues or estimated services provided. We believe these allocations approximate the net cost of providing these functions. We review and evaluate the performance of our transportation segments based on operating income (inclusive of FedEx Services segment allocations). For the FedEx Services segment, performance is evaluated based on the impact of its total allocated net operating costs on our transportation segments.
The operating expenses line item Intercompany charges on the accompanying unaudited financial summaries of our transportation segments reflects the allocations from the FedEx Services segment to the respective transportation segments. The Intercompany charges caption also includes charges and credits for administrative services provided between operating companies and certain other costs such as corporate management fees related to services received for general corporate oversight, including executive officers and certain legal and finance functions. We believe these allocations approximate the net cost of providing these functions.
- 38 -
OTHER INTERSEGMENT TRANSACTIONS
Certain FedEx operating companies provide transportation and related services for other FedEx companies outside their reportable segment. Billings for such services are based on negotiated rates, which we believe approximate fair value, and are reflected as revenues of the billing segment. These rates are adjusted from time to time based on market conditions. Such intersegment revenues and expenses are eliminated in our consolidated results and are not separately identified in the following segment information, because the amounts are not material.
- 39 -
FEDEX EXPRESS SEGMENT
The following tables compare revenues, operating expenses, operating expenses as a percent of revenue, operating income and operating margin (dollars in millions) for the periods ended February 28, 2013 and February 29, 2012:
Three Months Ended | Percent | Nine Months Ended | Percent | |||||||||||||||||||||
2013 | 2012 | Change | 2013 | 2012 | Change | |||||||||||||||||||
Revenues: |
||||||||||||||||||||||||
Package: |
||||||||||||||||||||||||
U.S. overnight box |
$ | 1,609 | $ | 1,619 | (1 | ) | $ | 4,822 | $ | 4,882 | (1 | ) | ||||||||||||
U.S. overnight envelope |
413 | 426 | (3 | ) | 1,252 | 1,298 | (4 | ) | ||||||||||||||||
U.S. deferred |
812 | 792 | 3 | 2,246 | 2,254 | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total U.S. domestic package revenue |
2,834 | 2,837 | | 8,320 | 8,434 | (1 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
International priority (1) |
1,567 | 1,625 | (4 | ) | 4,906 | 5,093 | (4 | ) | ||||||||||||||||
International economy (2) |
491 | 454 | 8 | 1,492 | 1,355 | 10 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total international export package revenue |
2,058 | 2,079 | (1 | ) | 6,398 | 6,448 | (1 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
International domestic (3) |
342 | 210 | 63 | 1,035 | 634 | 63 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total package revenue |
5,234 | 5,126 | 2 | 15,753 | 15,516 | 2 | ||||||||||||||||||
Freight: |
||||||||||||||||||||||||
U.S. |
668 | 647 | 3 | 1,923 | 1,866 | 3 | ||||||||||||||||||
International priority (4) |
384 | 443 | (13 | ) | 1,269 | 1,362 | (7 | ) | ||||||||||||||||
International airfreight |
64 | 77 | (17 | ) | 215 | 228 | (6 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total freight revenue |
1,116 | 1,167 | (4 | ) | 3,407 | 3,456 | (1 | ) | ||||||||||||||||
Other (5) |
354 | 250 | 42 | 1,034 | 746 | 39 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total revenues |
6,704 | 6,543 | 2 | 20,194 | 19,718 | 2 | ||||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||
Salaries and employee benefits |
2,539 | 2,410 | 5 | 7,500 | 7,200 | 4 | ||||||||||||||||||
Purchased transportation |
583 | 449 | 30 | 1,728 | 1,346 | 28 | ||||||||||||||||||
Rentals and landing fees |
429 | 425 | 1 | 1,262 | 1,269 | (1 | ) | |||||||||||||||||
Depreciation and amortization |
334 | 299 | 12 | 993 | 869 | 14 | ||||||||||||||||||
Fuel |
1,066 | 1,078 | (1 | ) | 3,126 | 3,194 | (2 | ) | ||||||||||||||||
Maintenance and repairs |
262 | 303 | (14 | ) | 983 | 1,037 | (5 | ) | ||||||||||||||||
Business realignment costs (6) |
13 | | NM | 14 | | NM | ||||||||||||||||||
Intercompany charges (7) |
548 | 547 | | 1,620 | 1,643 | (1 | ) | |||||||||||||||||
Other (8) |
812 | 683 | 19 | 2,413 | 2,181 | 11 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total operating expenses |
6,586 | 6,194 | 6 | 19,639 | 18,739 | 5 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating income |
$ | 118 | $ | 349 | (66 | ) | $ | 555 | $ | 979 | (43 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating margin |
1.8 | % | 5.3 | % | (350 | )bp | 2.7 | % | 5.0 | % | (230 | )bp |
(1) |
International priority package services provide time-definite delivery within one, two or three business days worldwide. |
(2) |
International economy package services provide time-definite delivery within five business days worldwide. |
(3) |
International domestic revenues include our international intra-country express operations including recent acquisitions in Mexico (July 2011), Poland (June 2012), France (July 2012) and Brazil (July 2012). |
(4) |
Freight international priority includes our FedEx International Priority and FedEx International Economy freight services. |
(5) |
Other revenues include FedEx Trade Networks and FedEx SupplyChain Systems. |
(6) |
Includes predominantly severance costs associated with our voluntary buyout program. |
(7) |
Includes allocations of $21 million in the third quarter and $31 million in the nine months of 2013 for business realignment costs. |
(8) |
The third quarter of 2012 includes the reversal of a $66 million legal reserve. |
- 40 -
Percent of Revenue | Percent of Revenue | |||||||||||||||
Three
Months Ended 2013 |
Three
Months Ended 2012 |
Nine
Months Ended 2013 |
Nine
Months Ended 2012 |
|||||||||||||
Operating expenses: |
||||||||||||||||
Salaries and employee benefits |
37.8 | % | 36.8 | % | 37.1 | % | 36.5 | % | ||||||||
Purchased transportation |
8.7 | 6.9 | 8.6 | 6.8 | ||||||||||||
Rentals and landing fees |
6.4 | 6.5 | 6.2 | 6.4 | ||||||||||||
Depreciation and amortization |
5.0 | 4.6 | 4.9 | 4.4 | ||||||||||||
Fuel |
15.9 | 16.5 | 15.5 | 16.2 | ||||||||||||
Maintenance and repairs |
3.9 | 4.6 | 4.9 | 5.3 | ||||||||||||
Business realignment costs (1) |
0.2 | | 0.1 | | ||||||||||||
Intercompany charges (2) |
8.2 | 8.4 | 8.0 | 8.3 | ||||||||||||
Other (3) |
12.1 | 10.4 | 12.0 | 11.1 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
98.2 | 94.7 | 97.3 | 95.0 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating margin |
1.8 | % | 5.3 | % | 2.7 | % | 5.0 | % | ||||||||
|
|
|
|
|
|
|
|
(1) |
Includes predominantly severance costs associated with our voluntary buyout program. |
(2) |
Includes allocations of $21 million in the third quarter and $31 million in the nine months of 2013 for business realignment costs. |
(3) |
The third quarter of 2012 includes the reversal of a $66 million legal reserve. |
- 41 -
The following table compares selected statistics (in thousands, except yield amounts) for the periods ended February 28, 2013 and February 29, 2012:
Three Months Ended | Percent | Nine Months Ended | Percent | |||||||||||||||||||||
2013 | 2012 | Change | 2013 | 2012 | Change | |||||||||||||||||||
Package Statistics (1) |
||||||||||||||||||||||||
Average daily package volume (ADV): |
||||||||||||||||||||||||
U.S. overnight box |
1,176 | 1,171 | | 1,135 | 1,158 | (2 | ) | |||||||||||||||||
U.S. overnight envelope |
569 | 581 | (2 | ) | 570 | 586 | (3 | ) | ||||||||||||||||
U.S. deferred |
944 | 923 | 2 | 843 | 863 | (2 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total U.S. domestic ADV |
2,689 | 2,675 | 1 | 2,548 | 2,607 | (2 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
International priority (2) |
420 | 413 | 2 | 424 | 421 | 1 | ||||||||||||||||||
International economy (3) |
155 | 139 | 12 | 152 | 134 | 13 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total international export ADV |
575 | 552 | 4 | 576 | 555 | 4 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
International domestic (4) |
781 | 508 | 54 | 781 | 493 | 58 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total ADV |
4,045 | 3,735 | 8 | 3,905 | 3,655 | 7 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Revenue per package (yield): |
||||||||||||||||||||||||
U.S. overnight box |
$ | 22.08 | $ | 21.93 | 1 | $ | 22.35 | $ | 22.08 | 1 | ||||||||||||||
U.S. overnight envelope |
11.69 | 11.65 | | 11.57 | 11.59 | | ||||||||||||||||||
U.S. deferred |
13.87 | 13.62 | 2 | 14.02 | 13.67 | 3 | ||||||||||||||||||
U.S. domestic composite |
17.00 | 16.83 | 1 | 17.18 | 16.94 | 1 | ||||||||||||||||||
International priority (2) |
60.25 | 62.49 | (4 | ) | 60.93 | 63.44 | (4 | ) | ||||||||||||||||
International economy (3) |
51.03 | 51.74 | (1 | ) | 51.72 | 52.86 | (2 | ) | ||||||||||||||||
International export composite |
57.76 | 59.78 | (3 | ) | 58.50 | 60.88 | (4 | ) | ||||||||||||||||
International domestic (4) |
7.06 | 6.57 | 7 | 6.98 | 6.73 | 4 | ||||||||||||||||||
Composite package yield |
20.87 | 21.79 | (4 | ) | 21.23 | 22.23 | (4 | ) | ||||||||||||||||
Freight Statistics (1) |
||||||||||||||||||||||||
Average daily freight pounds: |
||||||||||||||||||||||||
U.S. |
8,324 | 8,104 | 3 | 7,697 | 7,561 | 2 | ||||||||||||||||||
International priority (5) |
2,894 | 3,257 | (11 | ) | 3,098 | 3,279 | (6 | ) | ||||||||||||||||
International airfreight |
1,035 | 1,169 | (11 | ) | 1,102 | 1,182 | (7 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total average daily freight pounds |
12,253 | 12,530 | (2 | ) | 11,897 | 12,022 | (1 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Revenue per pound (yield): |
||||||||||||||||||||||||
U.S. |
$ | 1.30 | $ | 1.27 | 2 | $ | 1.31 | $ | 1.29 | 2 | ||||||||||||||
International priority (5) |
2.14 | 2.16 | (1 | ) | 2.15 | 2.18 | (1 | ) | ||||||||||||||||
International airfreight |
0.99 | 1.04 | (5 | ) | 1.03 | 1.01 | 2 | |||||||||||||||||
Composite freight yield |
1.47 | 1.48 | (1 | ) | 1.51 | 1.51 | |
(1) |
Package and freight statistics include only the operations of FedEx Express. |
(2) |
International priority package services provide time-definite delivery within one, two or three business days worldwide. |
(3) |
International economy package services provide time-definite delivery within five business days worldwide. |
(4) |
International domestic statistics include our international intra-country express operations, including recent acquisitions in Mexico (July 2011), Poland (June 2012), France (July 2012) and Brazil (July 2012). |
(5) |
Freight international priority includes FedEx International Priority and FedEx International Economy freight services. |
FedEx Express Segment Revenues
FedEx Express segment revenues increased 2% in both the third quarter and nine months of 2013 primarily due to the impact of new business acquisitions and growth in our freight-forwarding business at FedEx Trade Networks. However, core revenue growth was constrained by global economic conditions as revenue growth from higher international export volume was offset by decreased yields due to shifts in demand from our priority international services to our economy international services and lower rates.
- 42 -
International domestic revenues increased 63% in both the third quarter and nine months of 2013 due to recent acquisitions in Brazil, France and Poland, while total international export volumes increased 4% in both the third quarter and nine months of 2013 driven by increases in FedEx International Economy services from Asia and Europe. International export package yields decreased 3% in the third quarter and 4% in the nine months of 2013 primarily due to the demand shift toward lower-yielding services, lower rates and lower fuel surcharges. Although U.S. domestic package volume increased slightly in the third quarter of 2013, ongoing weakness in economic conditions resulted in a 2% decrease in U.S. domestic package volume for the nine months of 2013.
Our fuel surcharges are indexed to the spot price for jet fuel. Using this index, the U.S. domestic and outbound fuel surcharge and the international fuel surcharges ranged as follows for the periods ended February 28, 2013 and February 29, 2012:
Three Months Ended | Nine Months Ended | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
U.S. Domestic and Outbound Fuel Surcharge: |
||||||||||||||||
Low |
10.00 | % | 11.50 | % | 10.00 | % | 11.50 | % | ||||||||
High |
13.50 | 14.00 | 14.50 | 16.50 | ||||||||||||
Weighted-average |
11.29 | 12.91 | 12.14 | 14.36 | ||||||||||||
International Fuel Surcharges: |
||||||||||||||||
Low |
14.00 | 13.50 | 12.00 | 13.50 | ||||||||||||
High |
19.00 | 19.00 | 20.50 | 23.00 | ||||||||||||
Weighted-average |
16.96 | 16.45 | 16.78 | 17.23 |
In both January 2013 and 2012, we implemented a 5.9% average list price increase for FedEx Express U.S. domestic, U.S. export and U.S. import services, while we lowered our fuel surcharge index by two percentage points.
FedEx Express Segment Operating Income
FedEx Express operating income and operating margin decreased significantly in the third quarter and nine months of 2013 due to the demand shift toward lower-yielding international services, higher pension costs and increased depreciation expense. Operating result comparisons were also negatively impacted by a legal reserve accrual reversal in the third quarter of 2012. Additionally, results were negatively impacted by $34 million in the third quarter and $45 million in the nine months of 2013 of costs associated with our business realignment program, both directly and through intercompany allocations.
Purchased transportation costs increased 30% in the third quarter and 28% in the nine months of 2013 due to recent business acquisitions and the expansion of our freight forwarding business at FedEx Trade Networks. Salaries and employee benefits increased 5% in the third quarter and 4% in the nine months of 2013 due to recent acquisitions and higher pension costs, partially offset by lower incentive compensation accruals. Other operating expenses increased 19% in the third quarter and 11% in the nine months of 2013 primarily due to the negative impact on the year-over-year comparison of the legal reserve accrual reversal in 2012 and current year costs associated with recent business acquisitions. Depreciation and amortization expense increased 12% in the third quarter and 14% in the nine months of 2013 as a result of aircraft recently placed into service and accelerated depreciation due to the shortened life of certain aircraft.
Fuel costs decreased 1% in the third quarter of 2013 due to lower aircraft fuel usage and decreased 2% in the nine months of 2013 due to lower jet fuel costs and lower aircraft fuel usage. Based on a static analysis of the net impact of year-over-year changes in fuel prices compared to year-over-year changes in fuel surcharges, fuel had a minimal impact on operating income in the third quarter, but a negative impact for the nine months of 2013. This analysis considers the estimated impact of the reduction in fuel surcharges included in the base rates charged for FedEx Express services.
- 43 -
U.S. Postal Service Agreement
Under an agreement with the U.S. Postal Service (USPS) that runs through September 2013, FedEx Express provides domestic air transportation services to the USPS, including for its First-Class, Priority and Express Mail. The USPS has solicited proposals for the provision of these services upon the expiration of the current agreement, and we have responded to its bid request. We expect a decision shortly from the USPS. For additional information, see the Risk Factors section of our Annual Report.
FEDEX GROUND SEGMENT
The following tables compare revenues, operating expenses, operating expenses as a percent of revenue, operating income and operating margin (dollars in millions) and selected package statistics (in thousands, except yield amounts) for the periods ended February 28, 2013 and February 29, 2012:
Three Months Ended | Percent | Nine Months Ended | Percent | |||||||||||||||||||||
2013 | 2012 | Change | 2013 | 2012 | Change | |||||||||||||||||||
Revenues: |
||||||||||||||||||||||||
FedEx Ground |
$ | 2,480 | $ | 2,259 | 10 | $ | 7,112 | $ | 6,518 | 9 | ||||||||||||||
FedEx SmartPost |
267 | 221 | 21 | 690 | 579 | 19 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total revenues |
2,747 | 2,480 | 11 | 7,802 | 7,097 | 10 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||
Salaries and employee benefits |
405 | 369 | 10 | 1,178 | 1,082 | 9 | ||||||||||||||||||
Purchased transportation |
1,121 | 995 | 13 | 3,124 | 2,814 | 11 | ||||||||||||||||||
Rentals |
86 | 74 | 16 | 245 | 212 | 16 | ||||||||||||||||||
Depreciation and amortization |
111 | 102 | 9 | 324 | 289 | 12 | ||||||||||||||||||
Fuel |
6 | 4 | NM | 13 | 11 | NM | ||||||||||||||||||
Maintenance and repairs |
48 | 43 | 12 | 140 | 130 | 8 | ||||||||||||||||||
Intercompany charges |
270 | 246 | 10 | 794 | 732 | 8 | ||||||||||||||||||
Other |
233 | 182 | 28 | 660 | 557 | 18 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total operating expenses |
2,280 | 2,015 | 13 | 6,478 | 5,827 | 11 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating income |
$ | 467 | $ | 465 | | $ | 1,324 | $ | 1,270 | 4 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating margin |
17.0 | % | 18.8 | % | (180 | )bp | 17.0 | % | 17.9 | % | (90 | )bp | ||||||||||||
Average daily package volume |
||||||||||||||||||||||||
FedEx Ground |
4,476 | 4,072 | 10 | 4,214 | 3,922 | 7 | ||||||||||||||||||
FedEx SmartPost |
2,477 | 1,960 | 26 | 2,051 | 1,701 | 21 | ||||||||||||||||||
Revenue per package (yield) |
||||||||||||||||||||||||
FedEx Ground |
$ | 8.92 | $ | 8.79 | 1 | $ | 8.86 | $ | 8.68 | 2 | ||||||||||||||
FedEx SmartPost |
$ | 1.77 | $ | 1.79 | (1 | ) | $ | 1.78 | $ | 1.78 | |
- 44 -
Percent of Revenue | Percent of Revenue | |||||||||||||||
Three
Months Ended |
Three
Months Ended |
Nine
Months Ended |
Nine
Months Ended |
|||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Operating expenses: |
||||||||||||||||
Salaries and employee benefits |
14.8 | % | 14.9 | % | 15.1 | % | 15.2 | % | ||||||||
Purchased transportation |
40.8 | 40.1 | 40.0 | 39.7 | ||||||||||||
Rentals |
3.1 | 3.0 | 3.1 | 3.0 | ||||||||||||
Depreciation and amortization |
4.0 | 4.1 | 4.1 | 4.1 | ||||||||||||
Fuel |
0.2 | 0.2 | 0.2 | 0.2 | ||||||||||||
Maintenance and repairs |
1.8 | 1.7 | 1.8 | 1.8 | ||||||||||||
Intercompany charges |
9.8 | 9.9 | 10.2 | 10.3 | ||||||||||||
Other |
8.5 | 7.3 | 8.5 | 7.8 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
83.0 | 81.2 | 83.0 | 82.1 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating margin |
17.0 | % | 18.8 | % | 17.0 | % | 17.9 | % | ||||||||
|
|
|
|
|
|
|
|
FedEx Ground Segment Revenues
FedEx Ground segment revenues increased 11% in the third quarter and 10% in the nine months of 2013 due to volume growth at both FedEx Ground and FedEx SmartPost, as well as yield growth at FedEx Ground.
Average daily volume at FedEx Ground increased 10% during the third quarter and 7% in the nine months of 2013 due to market share gains from continued growth in our FedEx Home Delivery service and increases in our commercial business. FedEx Ground yield increased 1% during the third quarter and 2% in the nine months of 2013 primarily due to increased rates and higher residential surcharge revenue, partially offset by lower package weights and fuel surcharges.
FedEx SmartPost volumes grew 26% during the third quarter and 21% in the nine months of 2013 as a result of the growth in e-commerce. Yields at FedEx SmartPost decreased 1% during the third quarter of 2013 primarily due to higher postage costs, partially offset by increased rates. FedEx SmartPost yield represents the amount charged to customers net of postage paid to the USPS.
The FedEx Ground fuel surcharge is based on a rounded average of the national U.S. on-highway average price for a gallon of diesel fuel, as published by the Department of Energy. Our fuel surcharge ranged as follows for the periods ended February 28, 2013 and February 29, 2012:
Three Months Ended | Nine Months Ended | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Low |
7.00 | % | 7.50 | % | 7.00 | % | 7.50 | % | ||||||||
High |
8.50 | 8.50 | 8.50 | 9.50 | ||||||||||||
Weighted-average |
7.56 | 8.04 | 7.75 | 8.61 |
In January 2013 and 2012, FedEx Ground and FedEx Home Delivery implemented a 4.9% increase in average list price. The full average rate increase of 5.9% each year was partially offset by adjusting the fuel price threshold at which the fuel surcharge begins, reducing the fuel surcharge by one percentage point. FedEx SmartPost rates also increased.
FedEx Ground Segment Operating Income
FedEx Ground segment operating income increased slightly in the third quarter of 2013, while operating margin was lower, as the benefit of higher volume and revenue per package was mostly offset by higher purchased transportation, a favorable self-insurance adjustment in the prior year, higher network expansion costs and intercompany charges of $9 million associated with the business realignment program. FedEx Ground segment operating income increased 4% in the nine months of 2013 primarily due to higher volume and yield growth, partially offset by higher purchased transportation costs. Purchased transportation costs increased 13% during the third quarter and 11% in the nine months of 2013 primarily as a result of volume growth and higher rates paid to our independent contractors. Salaries and employee benefits expense increased 10% in the third quarter and 9% in the nine months of 2013 primarily due to increased staffing to support volume growth. Other operating expenses increased 28% in the third quarter and 18% in the nine months of 2013 primarily due to a favorable self-insurance adjustment in the prior year.
- 45 -
Evolution of Independent Contractor Model
Although FedEx Ground is involved in numerous lawsuits and other proceedings (such as state tax audits or other administrative challenges) where the classification of its independent contractors is at issue, a number of recent judicial decisions support our classification and we believe our relationship with the contractors is generally excellent. For a description of these proceedings, see Risk Factors and Note 7 of the accompanying unaudited condensed consolidated financial statements.
For additional information on the FedEx Ground Independent Service Provider model, see Part 1, Item 1 of our Annual Report under the caption Evolution of Independent Contractor Model.
- 46 -
FEDEX FREIGHT SEGMENT
The following tables compare revenues, operating expenses, operating expenses as a percent of revenue, operating income and operating margin (dollars in millions) and selected statistics for the periods ended February 28, 2013 and February 29, 2012:
Three Months Ended | Percent | Nine Months Ended | Percent | |||||||||||||||||||||
2013 | 2012 | Change | 2013 | 2012 | Change | |||||||||||||||||||
Revenues |
$ | 1,237 | $ | 1,234 | | $ | 4,013 | $ | 3,887 | 3 | ||||||||||||||
Operating expenses: |
||||||||||||||||||||||||
Salaries and employee benefits |
562 | 566 | (1 | ) | 1,750 | 1,721 | 2 | |||||||||||||||||
Purchased transportation |
197 | 201 | (2 | ) | 647 | 629 | 3 | |||||||||||||||||
Rentals |
30 | 29 | 3 | 88 | 86 | 2 | ||||||||||||||||||
Depreciation and amortization |
55 | 47 | 17 | 160 | 135 | 19 | ||||||||||||||||||
Fuel |
142 | 149 | (5 | ) | 447 | 470 | (5 | ) | ||||||||||||||||
Maintenance and repairs |
45 | 45 | | 142 | 143 | (1 | ) | |||||||||||||||||
Business realignment costs |
1 | | NM | 1 | | NM | ||||||||||||||||||
Intercompany charges |
109 | 107 | 2 | 330 | 324 | 2 | ||||||||||||||||||
Other |
92 | 91 | 1 | 278 | 298 | (7 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total operating expenses |
1,233 | 1,235 | | 3,843 | 3,806 | 1 | ||||||||||||||||||
|
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|
|
|
|
|
|
|||||||||||||||||
Operating income (loss) |
$ | 4 | $ | (1 | ) | NM | $ | 170 | $ | 81 | 110 | |||||||||||||
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|
|
|
|||||||||||||||||
Operating margin |
0.3 | % | (0.1 | %) | 40 | bp | 4.2 | % | 2.1 | % | 210 | bp | ||||||||||||
Average daily LTL shipments (in thousands) |
||||||||||||||||||||||||
Priority (1) |
55.3 | 56.4 | (2 | ) | 59.5 | 59.9 | (1 | ) | ||||||||||||||||
Economy (2) |
25.2 | 23.4 | 8 | 26.2 | 23.9 | 10 | ||||||||||||||||||
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|
|
|
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|
|
|||||||||||||||||
Total average daily LTL shipments |
80.5 | 79.8 | 1 | 85.7 | 83.8 | 2 | ||||||||||||||||||
|
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|
|
|
|||||||||||||||||
Weight per LTL shipment (lbs) |
||||||||||||||||||||||||
Priority (1) |
1,250 | 1,212 | 3 | 1,226 | 1,193 | 3 | ||||||||||||||||||
Economy (2) |
989 | 1,025 | (4 | ) | 993 | 1,055 | (6 | ) | ||||||||||||||||
Composite weight per LTL shipment |
1,168 | 1,157 | 1 | 1,154 | 1,154 | | ||||||||||||||||||
LTL yield (revenue per hundredweight) |
||||||||||||||||||||||||
Priority (1) |
$ | 17.87 | $ | 18.10 | (1 | ) | $ | 17.91 | $ | 18.14 | (1 | ) | ||||||||||||
Economy (2) |
26.17 | 24.28 | 8 | 25.92 | 23.70 | 9 | ||||||||||||||||||
Composite LTL yield |
$ | 20.10 | $ | 19.70 | 2 | $ | 20.03 | $ | 19.59 | 2 |
(1) |
FedEx Freight Priority is utilized when speed is critical, delivering LTL shipments fast and efficiently. |
(2) |
FedEx Freight Economy is utilized when time can be traded for savings, providing reliable, economical delivery of basic LTL freight shipments. |
- 47 -
Percent of Revenue | Percent of Revenue | |||||||||||||||
Three
Months Ended |
Three
Months Ended |
Nine
Months Ended |
Nine
Months Ended |
|||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Operating expenses: |
||||||||||||||||
Salaries and employee benefits |
45.4 | % | 45.9 | % | 43.6 | % | 44.3 | % | ||||||||
Purchased transportation |
15.9 | 16.3 | 16.1 | 16.2 | ||||||||||||
Rentals |
2.4 | 2.3 | 2.2 | 2.2 | ||||||||||||
Depreciation and amortization |
4.5 | 3.8 | 4.0 | 3.5 | ||||||||||||
Fuel |
11.5 | 12.1 | 11.2 | 12.1 | ||||||||||||
Maintenance and repairs |
3.6 | 3.6 | 3.6 | 3.7 | ||||||||||||
Business realignment costs |
0.1 | | | | ||||||||||||
Intercompany charges |
8.8 | 8.7 | 8.2 | 8.3 | ||||||||||||
Other |
7.5 | 7.4 | 6.9 | 7.6 | ||||||||||||
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|
|
|
|
|
|
|
|||||||||
Total operating expenses |
99.7 | 100.1 | 95.8 | 97.9 | ||||||||||||
|
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|
|
|
|
|
|||||||||
Operating margin |
0.3 | % | (0.1 | )% | 4.2 | % | 2.1 | % | ||||||||
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|
|
|
|
FedEx Freight Segment Revenues
Although revenues at the FedEx Freight segment were flat for the third quarter, revenues increased 3% in the nine months of 2013 as a result of higher LTL yield and average daily LTL shipments. LTL yield increased 2% during both the third quarter and nine months of 2013 due to improvements in FedEx Freight Economy yield resulting from higher rates and lower weight per LTL shipment. Average daily LTL shipments increased 1% in the third quarter and 2% in the nine months of 2013 due to an increase in customer demand for our FedEx Freight Economy service offering.
Generally, LTL freight is rated using a standard class system for the LTL industry and classes are assigned based on transportation characteristics including density, risk and handling. Under the class system, low-value freight that is easy to handle, unlikely to damage and dense will receive lower class ratings (and lower yields) than expensive, light, bulky freight which is highly susceptible to damage (and produces higher yields). Revenue per hundredweight is a commonly-used indicator of pricing trends, but this metric can be influenced by many other factors, such as changes in fuel surcharges, weight per shipment, length of haul and the mix of freight. As a result, changes in revenue per hundredweight do not necessarily indicate actual changes in underlying base rates.
The indexed LTL fuel surcharge is based on the average of the national U.S. on-highway average prices for a gallon of diesel fuel, as published by the Department of Energy. The indexed LTL fuel surcharge ranged as follows for the periods ended February 28, 2013 and February 29, 2012:
Three Months Ended | Nine Months Ended | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Low |
23.10 | % | 22.50 | % | 21.80 | % | 19.80 | % | ||||||||
High |
24.40 | 23.90 | 24.40 | 23.90 | ||||||||||||
Weighted-average |
23.60 | 23.00 | 23.28 | 22.90 |
In July 2012, FedEx Freight implemented a rate increase of 6.9% for LTL shipments. In June 2011, FedEx Freight increased the fuel surcharge rate to a maximum of 3.6 percentage points above previous levels.
FedEx Freight Segment Operating Income
The FedEx Freight segment operating results for the third quarter and nine months of 2013 improved as a result of LTL yield growth and increased average daily LTL shipments, along with ongoing improvements in operational efficiencies in our integrated network.
- 48 -
Salaries and employee benefits decreased 1% in the third quarter of 2013 due to operational efficiencies and lower incentive compensation accruals, partially offset by higher workers compensation and pension costs. Salaries and employee benefits increased 2% in the nine months of 2013 primarily due to a volume-related increase in labor hours and higher healthcare, workers compensation and pension costs, partially offset by operational efficiencies and lower incentive compensation accruals. Depreciation and amortization expense increased 17% in the third quarter and 19% in the nine months of 2013 due to continued investment in transportation equipment. Purchased transportation costs decreased 2% in the third quarter due to improved efficiencies, partially offset by increased utilization of rail and higher rates. Purchased transportation costs increased 3% in the nine months of 2013 due to increased utilization of rail and higher rates. Other operating expenses decreased 7% in the nine months of 2013 primarily due to lower bad debt expense and cargo claims and higher legal settlements in the prior year.
Fuel costs decreased 5% during both the third quarter and nine months of 2013 due to increased utilization of rail and fuel efficiency improvements. Based on a static analysis of the net impact of year-over-year changes in fuel prices compared to year-over-year changes in fuel surcharges, fuel had a minimal impact on operating income in the third quarter and nine months of 2013.
FINANCIAL CONDITION
LIQUIDITY
Cash and cash equivalents totaled $3.4 billion at February 28, 2013, compared to $2.8 billion at May 31, 2012. The following table provides a summary of our cash flows for the nine-month periods ended February 28, 2013 and February 29, 2012 (in millions):
2013 | 2012 | |||||||
Operating activities: |
||||||||
Net income |
$ | 1,258 | $ | 1,482 | ||||
Noncash charges and credits |
2,474 | 2,470 | ||||||
Changes in assets and liabilities |
(756 | ) | (935 | ) | ||||
|
|
|
|
|||||
Cash provided by operating activities |
2,976 | 3,017 | ||||||
|
|
|
|
|||||
Investing activities: |
||||||||
Capital expenditures |
(2,430 | ) | (2,946 | ) | ||||
Business acquisitions, net of cash acquired |
(483 | ) | (114 | ) | ||||
Proceeds from asset dispositions and other |
45 | 20 | ||||||
|
|
|
|
|||||
Cash used in investing activities |
(2,868 | ) | (3,040 | ) | ||||
|
|
|
|
|||||
Financing activities: |
||||||||
Principal payments on debt |
(417 | ) | (28 | ) | ||||
Proceeds from debt issuance |
991 | | ||||||
Proceeds from stock issuances |
221 | 83 | ||||||
Dividends paid |
(132 | ) | (123 | ) | ||||
Purchase of treasury stock |
(246 | ) | (197 | ) | ||||
Other |
| 7 | ||||||
|
|
|
|
|||||
Cash provided by (used in) financing activities |
417 | (258 | ) | |||||
|
|
|
|
|||||
Effect of exchange rate changes on cash |
4 | (7 | ) | |||||
|
|
|
|
|||||
Net increase (decrease) in cash and cash equivalents |
$ | 529 | $ | (288 | ) | |||
|
|
|
|
- 49 -
Cash flows from operating activities decreased $41 million in the nine months of 2013 primarily due to a decrease in net income and higher variable compensation payments, partially offset by a decrease in pension contributions. We made contributions to our tax-qualified U.S. domestic pension plans (U.S. Pension Plans) of $420 million in the nine months of 2013 and $710 million in the nine months of 2012. Capital expenditures during the nine months of 2013 were lower primarily due to decreased spending at FedEx Express for aircraft. See Capital Resources for a discussion of capital expenditures during 2013 and 2012.
During the second quarter of 2013, we made principal payments of $116 million related to capital lease obligations. During the first quarter of 2013, we repaid our $300 million 9.65% unsecured notes that matured on June 15, 2012 using cash from operations.
In July 2012, we issued $1 billion of senior unsecured debt under a then current shelf registration statement, comprised of $500 million of 2.625% fixed-rate notes due in August 2022 and $500 million of 3.875% fixed-rate notes due in August 2042. Interest on these notes is payable semi-annually. We utilized the net proceeds for working capital and general corporate purposes.
During the first quarter of 2013, we repurchased 2.7 million shares of FedEx common stock at an average price of $91 per share for a total of $246 million. As of February 28, 2013, 188,000 shares remained under existing share repurchase authorizations.
In March 2013, our board of directors authorized the repurchase of up to 10 million shares of common stock. These shares augment the remaining 188,000 shares authorized for purchase under existing share repurchase programs. It is expected that the additional share authorization will primarily be utilized to offset equity compensation dilution over the next several years.
CAPITAL RESOURCES
Our operations are capital intensive, characterized by significant investments in aircraft, vehicles, technology, facilities, and package-handling and sort equipment. The amount and timing of capital additions depend on various factors, including pre-existing contractual commitments, anticipated volume growth, domestic and international economic conditions, new or enhanced services, geographical expansion of services, availability of satisfactory financing and actions of regulatory authorities.
The following table compares capital expenditures by asset category and reportable segment for the periods ended February 28, 2013 and February 29, 2012 (in millions):
Percent Change
2013/2012 |
||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | Three Months | Nine Months | |||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | Ended | Ended | |||||||||||||||||||
Aircraft and related equipment |
$ | 95 | $ | 240 | $ | 926 | $ | 1,455 | (60 | ) | (36 | ) | ||||||||||||
Facilities and sort equipment |
169 | 141 | 454 | 398 | 20 | 14 | ||||||||||||||||||
Vehicles |
106 | 166 | 610 | 575 | (36 | ) | 6 | |||||||||||||||||
Information and technology investments |
100 | 110 | 272 | 363 | (9 | ) | (25 | ) | ||||||||||||||||
Other equipment |
72 | 72 | 168 | 155 | | 8 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total capital expenditures |
$ | 542 | $ | 729 | $ | 2,430 | $ | 2,946 | (26 | ) | (18 | ) | ||||||||||||
|
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|
|
|
|
|
|||||||||||||||||
FedEx Express segment |
$ | 260 | $ | 394 | $ | 1,526 | $ | 2,021 | (34 | ) | (24 | ) | ||||||||||||
FedEx Ground segment |
102 | 110 | 365 | 363 | (7 | ) | 1 | |||||||||||||||||
FedEx Freight segment |
80 | 136 | 263 | 255 | (41 | ) | 3 | |||||||||||||||||
FedEx Services segment |
100 | 89 | 273 | 305 | 12 | (10 | ) | |||||||||||||||||
Other |
| | 3 | 2 | | NM | ||||||||||||||||||
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|
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|
|||||||||||||||||
Total capital expenditures |
$ | 542 | $ | 729 | $ | 2,430 | $ | 2,946 | (26 | ) | (18 | ) | ||||||||||||
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- 50 -
Capital expenditures during the nine months of 2013 were lower than the prior-year period primarily due to decreased spending for aircraft at FedEx Express. Aircraft and related equipment purchases at FedEx Express during the nine months of 2013 included the delivery of ten Boeing 757s (B757) to be modified for cargo transport and four new Boeing 777 Freighters (B777F).
LIQUIDITY OUTLOOK
We believe that our existing cash and cash equivalents, cash flow from operations and available financing sources are adequate to meet our liquidity needs, including working capital, capital expenditure requirements and debt payment obligations. Our cash and cash equivalents balance at February 28, 2013 includes $443 million of cash in offshore jurisdictions associated with our permanent reinvestment strategy. We do not believe that the indefinite reinvestment of these funds offshore impairs our ability to meet our domestic debt or working capital obligations. Historically, we have been successful in obtaining unsecured financing, from both domestic and international sources, although the marketplace for such investment capital can become restricted depending on a variety of economic factors.
Our capital expenditures are expected to be approximately $3.6 billion in 2013 and include spending for aircraft and related equipment at FedEx Express, facility projects at FedEx Express and FedEx Ground and vehicle replacement at all our transportation segments. We invested $926 million in aircraft and aircraft-related equipment in the nine months of 2013 and expect to invest approximately $315 million for aircraft and aircraft-related equipment during the remainder of 2013. We have several aircraft modernization programs underway which are supported by the purchase of B777F, Boeing 767-300 Freighter (B767F) and B757 aircraft. These are substantially more fuel-efficient per unit than the aircraft type previously utilized, and these expenditures are necessary to achieve significant long-term operating savings and to support projected long-term international volume growth. Our ability to delay the timing of these aircraft-related expenditures is limited without incurring significant costs to modify existing purchase agreements.
We have a shelf registration statement filed with the Securities and Exchange Commission (SEC) that allows us to sell, in one or more future offerings, any combination of our unsecured debt securities and common stock.
A $1 billion revolving credit facility is available to finance our operations and other cash flow needs and to provide support for the issuance of commercial paper. On March 1, 2013, we entered into an amendment to our credit agreement to, among other things, extend its maturity date from April 26, 2016 to March 1, 2018. The agreement contains a financial covenant, which requires us to maintain a leverage ratio of adjusted debt (long-term debt, including the current portion of such debt, plus six times our last four fiscal quarters rentals and landing fees) to capital (adjusted debt plus total common stockholders investment) that does not exceed 70%. Our leverage ratio of adjusted debt to capital was 52% at February 28, 2013. We believe the leverage ratio covenant is our only significant restrictive covenant in our revolving credit agreement. Our revolving credit agreement contains other customary covenants that do not, individually or in the aggregate, materially restrict the conduct of our business. We are in compliance with the leverage ratio covenant and all other covenants of our revolving credit agreement and do not expect the covenants to affect our operations, including our liquidity or expected funding needs. As of February 28, 2013, no commercial paper was outstanding, and the entire $1 billion under the revolving credit facility was available for future borrowings.
In March 2013, we made $140 million in required contributions to our U.S. Pension Plans. Our U.S. Pension Plans have ample funds to meet expected benefit payments. We have no additional required contributions to our U.S. Pension Plans for the remainder of 2013.
Standard & Poors has assigned us a senior unsecured debt credit rating of BBB and commercial paper rating of A-2 and a ratings outlook of stable. Moodys Investors Service has assigned us a senior unsecured debt credit rating of Baa1 and commercial paper rating of P-2 and a ratings outlook of stable. If our credit ratings drop, our interest expense may increase. If our commercial paper ratings drop below current levels, we may have difficulty utilizing the commercial paper market. If our senior unsecured debt credit ratings drop below investment grade, our access to financing may become limited.
- 51 -
On March 8, 2013, FedEx Express entered into an agreement with United Airlines to purchase 14 B757 aircraft, the delivery of which will occur in 2013 through 2015. After delivery, these passenger aircraft will be modified for cargo transport. The agreement also provides for FedEx Express to purchase up to 16 additional B757 aircraft, subject to the satisfaction of certain conditions.
On December 11, 2012, FedEx Express entered into an agreement with The Boeing Company for the purchase of four incremental B767F aircraft, the delivery of which will occur in 2015. FedEx Express also deferred the delivery of two firm B777F aircraft orders from 2015 to 2016.
CONTRACTUAL CASH OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS
The following table sets forth a summary of our contractual cash obligations as of February 28, 2013. Certain of these contractual obligations are reflected in our balance sheet, while others are disclosed as future obligations under accounting principles generally accepted in the United States. Except for the current portion of long-term debt and capital lease obligations, this table does not include amounts already recorded in our balance sheet as current liabilities at February 28, 2013. We have certain contingent liabilities that are not accrued in our balance sheet in accordance with accounting principles generally accepted in the United States. These contingent liabilities are not included in the table below. We have other long-term liabilities reflected in our balance sheet, including deferred income taxes, qualified and nonqualified pension and postretirement healthcare plan liabilities and other self-insurance accruals. The payment obligations associated with these liabilities are not reflected in the table below due to the absence of scheduled maturities. Accordingly, this table is not meant to represent a forecast of our total cash expenditures for any of the periods presented.
Payments Due by Fiscal Year (Undiscounted)
(in millions) |
||||||||||||||||||||||||||||
2013 (1) | 2014 | 2015 | 2016 | 2017 | Thereafter | Total | ||||||||||||||||||||||
Operating activities: |
||||||||||||||||||||||||||||
Operating leases |
$ | 466 | $ | 1,887 | $ | 1,771 | $ | 1,578 | $ | 1,636 | $ | 7,575 | $ | 14,913 | ||||||||||||||
Non-capital purchase obligations and other |
68 | 250 | 148 | 81 | 58 | 142 | 747 | |||||||||||||||||||||
Interest on long-term debt |
4 | 129 | 111 | 111 | 111 | 2,147 | 2,613 | |||||||||||||||||||||
Quarterly contributions to our U.S. Pension Plans |
140 | | | | | | 140 | |||||||||||||||||||||
Investing activities: |
||||||||||||||||||||||||||||
Aircraft and aircraft-related capital commitments |
250 | 716 | 1,051 | 1,140 | 955 | 5,813 | 9,925 | |||||||||||||||||||||
Other capital purchase obligations |
24 | 2 | 2 | | | | 28 | |||||||||||||||||||||
Financing activities: |
||||||||||||||||||||||||||||
Debt |
| 250 | | | | 1,981 | 2,231 | |||||||||||||||||||||
|
|
|
|
|
|
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|
|
|
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|
|
|
|||||||||||||||
Total |
$ | 952 | $ | 3,234 | $ | 3,083 | $ | 2,910 | $ | 2,760 | $ | 17,658 | $ | 30,597 | ||||||||||||||
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(1) |
Cash obligations for the remainder of 2013. |
Open purchase orders that are cancelable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above. Such purchase orders often represent authorizations to purchase rather than binding agreements. See Note 6 of the accompanying unaudited condensed consolidated financial statements for more information.
Operating Activities
The amounts reflected in the table above for operating leases represent future minimum lease payments under noncancelable operating leases (principally aircraft and facilities) with an initial or remaining term in excess of one year at February 28, 2013.
Included in the table above within the caption entitled Non-capital purchase obligations and other is our estimate of the current portion of the liability ($1 million) for uncertain tax positions and amounts for purchase obligations that represent noncancelable agreements to purchase goods or services that are not capital related. Such contracts include those for printing and advertising and promotions contracts. We cannot reasonably estimate the timing of the long-term payments or the amount by which the liability for uncertain tax positions will increase or decrease over time; therefore, the long-term portion of the liability for uncertain tax positions ($45 million) is excluded from the table.
- 52 -
The amounts reflected in the table above for interest on long-term debt represent future interest payments due on our long-term debt, all of which are fixed rate.
We had $380 million in deposits and progress payments as of February 28, 2013 on aircraft purchases and other planned aircraft-related transactions.
Investing Activities
The amounts reflected in the table above for capital purchase obligations represent noncancelable agreements to purchase capital-related equipment. Such contracts include those for certain purchases of aircraft, aircraft modifications, vehicles, facilities, computers and other equipment.
Financing Activities
The amounts reflected in the table above for long-term debt represent future scheduled payments on our long-term debt. For the remainder of 2013, we have no scheduled principal debt payments and payments for principal and interest on capital leases are immaterial.
Additional information on amounts included within the operating, investing and financing activities captions in the table above can be found in our Annual Report.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make significant judgments and estimates to develop amounts reflected and disclosed in the financial statements. In many cases, there are alternative policies or estimation techniques that could be used. We maintain a thorough process to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that are required to prepare the financial statements of a complex, global corporation. However, even under optimal circumstances, estimates routinely require adjustment based on changing circumstances and new or better information.
GOODWILL. Goodwill is tested for impairment between annual tests whenever events or circumstances make it more likely than not that the fair value of a reporting unit has fallen below its carrying value. We do not believe there has been any change of events or circumstances that would indicate that a reevaluation of the goodwill of our reporting units is required as of February 28, 2013, nor do we believe the goodwill of our reporting units is at risk of failing impairment testing. For additional details on goodwill impairment testing, refer to Note 1 of our Annual Report.
Information regarding our critical accounting estimates can be found in our Annual Report, including Note 1 to the financial statements therein. Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors and with our independent registered public accounting firm.
- 53 -
FORWARD-LOOKING STATEMENTS
Certain statements in this report, including (but not limited to) those contained in Outlook, Liquidity, Capital Resources, Liquidity Outlook, Contractual Cash Obligations and Critical Accounting Estimates, and the General, Retirement Plans, and Contingencies notes to the consolidated financial statements, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations, cash flows, plans, objectives, future performance and business. Forward-looking statements include those preceded by, followed by or that include the words may, could, would, should, believes, expects, anticipates, plans, estimates, targets, projects, intends or similar expressions. These forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated (expressed or implied) by such forward-looking statements, because of, among other things, potential risks and uncertainties, such as:
|
economic conditions in the global markets in which we operate; |
|
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; |
|
damage to our reputation or loss of brand equity; |
|
disruptions to the Internet or our technology infrastructure, including those impacting our computer systems and Web site, which can adversely affect our operations and reputation among customers; |
|
the price and availability of jet and vehicle fuel; |
|
our ability to manage our cost structure for capital expenditures and operating expenses, and match it to shifting and future customer volume levels; |
|
the impact of intense competition on our ability to maintain or increase our prices (including our fuel surcharges in response to rising fuel costs) or to maintain or grow our market share; |
|
our ability to effectively operate, integrate, leverage and grow acquired businesses, and to continue to support the value we allocate to these acquired businesses, including their goodwill; |
|
the number of employees that participate in the voluntary buyout programs and the timing and execution of those programs; |
|
our ability to maintain good relationships with our employees and prevent attempts by labor organizations to organize groups of our employees, which could significantly increase our operating costs and reduce our operational flexibility; |
|
the impact of costs related to (i) challenges to the status of FedEx Grounds owner-operators as independent contractors, rather than employees, and (ii) any related changes to our relationship with these owner-operators; |
|
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 regulatory actions affecting global aviation or other transportation rights, increased air cargo and other security or pilot safety requirements, and tax, accounting, trade (such as protectionist measures enacted in response to weak economic conditions), labor (such as card-check legislation or changes to the Railway Labor Act affecting FedEx Express employees), environmental (such as global climate change legislation) or postal rules; |
- 54 -
|
adverse weather conditions or localized natural disasters in key geographic areas, such as earthquakes, volcanoes, and hurricanes, which can disrupt our electrical service, damage our property, disrupt our operations, increase our fuel costs and adversely affect our shipment levels; |
|
any impact on our business from disruptions or modifications in service by the USPS, which is a significant customer and vendor of FedEx, as a consequence of the USPSs current financial difficulties, any resulting structural changes to its operations, network, service offerings or pricing or its decision to solicit proposals for the provision of air transportation services currently provided by FedEx Express; |
|
increasing costs, the volatility of costs and funding requirements and other legal mandates for employee benefits, especially pension and healthcare benefits; |
|
the increasing costs of compliance with federal and state governmental agency mandates, including those related to healthcare benefits, and defending against inappropriate or unjustified enforcement of other actions by such agencies; |
|
the impact of any international conflicts on the United States and global economies in general, the transportation industry or us in particular, and what effects these events will have on our costs or the demand for our services; |
|
any impacts on our businesses resulting from new domestic or international government laws and regulation; |
|
changes in foreign currency exchange rates, especially in the British pound, Canadian dollar, Chinese yuan, euro, Hong Kong dollar and Japanese yen, which can affect our sales levels and foreign currency sales prices; |
|
market acceptance of our new service and growth initiatives; |
|
any liability resulting from and the costs of defending against class-action litigation, such as wage-and-hour and discrimination and retaliation claims, and any other legal or governmental proceedings; |
|
the outcome of future negotiations to reach new collective bargaining agreements including with the union that represents the pilots of FedEx Express (the current pilot contract became amendable in March 2013, and the parties are currently in negotiations); |
|
the impact of technology developments on our operations and on demand for our services, and our ability to continue to identify and eliminate unnecessary information technology redundancy and complexity throughout the organization; |
|
widespread outbreak of an illness or any other communicable disease, or any other public health crisis; |
|
availability of financing on terms acceptable to us and our ability to maintain our current credit ratings, especially given the capital intensity of our operations; and |
|
other risks and uncertainties you can find in our press releases and SEC filings, including the risk factors identified under the heading Risk Factors in Managements Discussion and Analysis of Results of Operations and Financial Condition in our Annual Report, as updated by our quarterly reports on Form 10-Q. |
As a result of these and other factors, no assurance can be given as to our future results and achievements. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. You should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.
- 55 -
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As of February 28, 2013, there had been no material changes in our market risk sensitive instruments and positions since our disclosures in our Annual Report.
The principal foreign currency exchange rate risks to which we are exposed are in the British pound, Canadian dollar, Chinese yuan, euro, Hong Kong dollar and Japanese yen. Historically, our exposure to foreign currency fluctuations is more significant with respect to our revenues than our expenses as a significant portion of our expenses are denominated in U.S. dollars, such as aircraft and fuel expenses. During the nine months of 2013, the U.S. dollar weakened relative to the currencies of the foreign countries in which we operate, as compared to May 31, 2012; however, this weakening did not have a material effect on our results.
While we have market risk for changes in the price of jet and vehicle fuel, this risk is largely mitigated by our variable fuel surcharges. However, our fuel surcharges for FedEx Express and FedEx Ground have a timing lag of approximately six to eight weeks before they are adjusted for changes in fuel prices. Our fuel surcharge index also allows fuel prices to fluctuate approximately 2% for FedEx Express and approximately 4% for FedEx Ground before an adjustment to the fuel surcharge occurs. Therefore, our operating income may be affected should the spot price of fuel suddenly change by a significant amount or change by amounts that do not result in an adjustment in our fuel surcharges.
Item 4. Controls and Procedures
The management of FedEx, with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, including ensuring that such information is accumulated and communicated to FedEx management as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of February 28, 2013 (the end of the period covered by this Quarterly Report on Form 10-Q).
During our fiscal quarter ended February 28, 2013, no change occurred in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
- 56 -
For a description of all material pending legal proceedings, see Note 7 of the accompanying unaudited condensed consolidated financial statements.
In December 2012, the Federal Aviation Administration determined that no revision to its December 2011 regulations related to pilot fatigue is necessary, continuing to exclude us from the new rule. In Forward-Looking Statements, we include a risk factor relating to the number of participating employees in the voluntary buyout programs and the timing and execution of those programs. With the exception of these two items, there have been no material changes from the risk factors disclosed in our Annual Report (under the heading Risk Factors in Managements Discussion and Analysis of Results of Operations and Financial Condition) in response to Part I, Item 1A of Form 10-K.
Exhibit
|
Description of Exhibit |
|
10.1 | Supplemental Agreement No. 3 (and related side letters) dated as of December 11, 2012, amending the Boeing 767-3S2 Freighter Purchase Agreement dated as of December 14, 2011 between The Boeing Company and Federal Express Corporation. Confidential treatment has been requested for confidential and financial information, pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. | |
10.2 | Supplemental Agreement No. 22 (and related side letters) dated as of December 11, 2012, amending the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and Federal Express Corporation. Confidential treatment has been requested for confidential and financial information, pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. | |
10.3 | Amendment dated December 3, 2012 to the Transportation Agreement dated July 31, 2006 between the United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential and financial information, pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. | |
10.4 | Letter Agreement dated January 25, 2013, amending the Transportation Agreement dated July 31, 2006 between the United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential and financial information, pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. | |
10.5 | Fifth Amendment dated December 19, 2012 (but effective as of January 1, 2013) to the Composite Lease Agreement dated May 21, 2007 (but effective as of January 1, 2007) between the Memphis-Shelby County Airport Authority and Federal Express Corporation. | |
10.6 | First Amendment dated March 1, 2013 amending the Five-Year Credit Agreement dated April 26, 2011, among FedEx Corporation, JPMorgan Chase Bank, N.A., individually and as administrative agent, and certain lenders. | |
12.1 | Computation of Ratio of Earnings to Fixed Charges. |
- 57 -
15.1 | Letter re: Unaudited Interim Financial Statements. | |
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. | |
101.1 | Interactive Data Files. |
- 58 -
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FEDEX CORPORATION | ||||||
Date: | March 21, 2013 |
/s/ JOHN L. MERINO |
||||
JOHN L. MERINO | ||||||
CORPORATE VICE PRESIDENT AND | ||||||
PRINCIPAL ACCOUNTING OFFICER |
- 59 -
Exhibit Number |
Description of Exhibit |
|
10.1 | Supplemental Agreement No. 3 (and related side letters) dated as of December 11, 2012, amending the Boeing 767-3S2 Freighter Purchase Agreement dated as of December 14, 2011 between The Boeing Company and Federal Express Corporation. Confidential treatment has been requested for confidential and financial information, pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. | |
10.2 | Supplemental Agreement No. 22 (and related side letters) dated as of December 11, 2012, amending the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and Federal Express Corporation. Confidential treatment has been requested for confidential and financial information, pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. | |
10.3 | Amendment dated December 3, 2012 to the Transportation Agreement dated July 31, 2006 between the United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential and financial information, pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. | |
10.4 | Letter Agreement dated January 25, 2013, amending the Transportation Agreement dated July 31, 2006 between the United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential and financial information, pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. | |
10.5 | Fifth Amendment dated December 19, 2012 (but effective as of January 1, 2013) to the Composite Lease Agreement dated May 21, 2007 (but effective as of January 1, 2007) between the Memphis-Shelby County Airport Authority and Federal Express Corporation. | |
10.6 | First Amendment dated March 1, 2013 amending the Five-Year Credit Agreement dated April 26, 2011, among FedEx Corporation, JPMorgan Chase Bank, N.A., individually and as administrative agent, and certain lenders. | |
12.1 | Computation of Ratio of Earnings to Fixed Charges. | |
15.1 | Letter re: Unaudited Interim Financial Statements. | |
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. | |
101.1 | Interactive Data Files. |
E-1
Exhibit 10.1
Supplemental Agreement No. 3
to
Purchase Agreement No. 3712
between
The Boeing Company
And
Federal Express Corporation
Relating to Boeing Model 767-3S2F Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the December 11, 2012 by and between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);
W I T N E S S E T H :
A. WHEREAS, the parties entered into that certain Purchase Agreement No. 3712, dated December 14, 2011 (Purchase Agreement), relating to the purchase and sale of certain Boeing Model 767-3S2F Aircraft (the Aircraft); and
B. WHEREAS, Customer desires to add four (4) new firm Aircraft to the Purchase Agreement, with delivery dates as follows;
Delivery Month & Year for new firm Aircraft |
||||
[ * ] | ||||
[ * ] | ||||
[ * ] | ||||
[ * ] |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
S-1 |
Supplemental Agreement 3 to
Purchase Agreement No. 3712
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree to supplement the Purchase Agreement as follows:
All terms used herein and in the Purchase Agreement, and not defined herein, shall have the same meaning as in the Purchase Agreement.
1. | Remove and replace, in its entirety, the Table of Contents with the revised Table of Contents attached hereto to reflect the changes made by this Supplemental Agreement No. 3. |
2. | Boeing and Customer acknowledge and agree that, upon execution of this Supplemental Agreement, the four (4) new firm Aircraft described in Recital Paragraph B (i) are hereby added to the Purchase Agreement, (ii) are added to Table 1-A1, (iii) are considered Block C Aircraft, (iv) have the business terms described in letter agreement FED-PA-03712-LA-1208949 and (v) [*]. The Block C Aircraft will be deemed Aircraft for all purposes under the Purchase Agreement except as described herein. |
3. | Remove and replace, in its entirety, Table 1-A1 with a revised Table 1-A1 attached hereto to add the four (4) new Aircraft described in Recital Paragraph B. |
4. | Remove and replace, in its entirety, letter agreement FED-PA-03712-LA-1106584R1 with a revised letter agreement FED-PA-03712-LA-1106584R2 attached hereto to include aircraft performance guarantees applicable to Aircraft listed in Table 1-A1. |
5. | As a result of the changes incorporated in this Supplemental Agreement No. 3, Customer will owe payment to Boeing in the amount of (i) [*] applicable to the four (4) firm Aircraft referenced in Recital Paragraph B, which amount is [*]. The parties agree that this payment may be satisfied by [*] as of the date of this Supplemental Agreement, as documented under paragraph 8 of Supplemental Agreement No. 22 under purchase agreement 3157. |
6. | The [*] payments of [*] will continue to be treated under the Purchase Agreement as [*] payments, except that such funds shall be [*] no later than [*]. Funds [*] as aforesaid will cease to be [*] under the Purchase Agreement. [*]. For clarity, the terms pre-delivery payment(s), PDP(s) and advance payment(s) are used on an interchangeable basis. |
* | 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. |
S-2
Supplemental Agreement 3 to
Purchase Agreement No. 3712
7. | This Supplemental Agreement No. 3 to the Purchase Agreement shall not be effective unless (i) executed and delivered by the parties on or prior to December 11, 2012 and (ii) Customer and Boeing execute and deliver Supplemental Agreement No. 22 to Purchase Agreement No. 3157 on or before December 11 , 2012. |
EXECUTED as of the day and year first above written.
THE BOEING COMPANY | FEDERAL EXPRESS CORPORATION | |||||||
By: |
/s/ STUART C. ROSS |
By: |
/s/ PHILLIP C. BLUM |
|||||
Its: |
Attorney-In-Fact |
Its: |
Vice President Aircraft Acquisition |
* | 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. |
S-3
TABLE OF CONTENTS
FED-PA-03712 |
November 29, 2012 | |||
SA - 3 |
BOEING PROPRIETARY
SA
Number |
||||||
LETTER AGREEMENTS | ||||||
LA-1106151R1 |
LA- [ * ] Special Matters Option Aircraft |
1 | ||||
LA-1106152 |
LA- [ * ] Special Matters Firm Aircraft |
|||||
LA-1106153 |
LA-Liquidated Damages Non-Excusable Delay |
|||||
LA-1106154R1 |
LA-Firm Aircraft Delivery Matters |
1 | ||||
LA-1106155 |
LA-Open Configuration Matters |
|||||
LA-1106156R1 |
LA-Option Aircraft |
1 | ||||
LA-1106157 |
AGTA Amended Articles |
|||||
LA-1106158R1 |
LA- Purchase Right Aircraft |
1 | ||||
LA-1106159R1 |
LA- Special Matters Concerning [ * ] |
1 | ||||
LA-1106160 |
LA-Spare Parts Initial Provisioning |
|||||
LA-1106163 |
LA-Demonstration Flight Waiver |
|||||
LA-1106177 |
[ * ] |
|||||
LA-1106207R1 |
LA-Special Matters Firm Aircraft |
1 | ||||
LA-1106208R1 |
LA-Special Matters Option Aircraft |
1 | ||||
LA-1106574 |
LA- Deviation from [ * ] |
|||||
LA-1106584R2 |
LA- Performance Guarantees |
3 | ||||
LA-1106586 |
LA-Miscellaneous Matters |
|||||
LA-1106614 |
LA-Special Matters Purchase Right Aircraft |
|||||
LA-1106824 |
LA-Customer Support Matters |
|||||
LA-1208292 |
LA- [ * ] Special Matters Block B and C Aircraft |
1 | ||||
LA-1208296 |
LA-Special Matters Exercised Block D Option Aircraft |
1 | ||||
LA-1208949 |
LA-Special Matters Block C Aircraft in Table 1-A1 |
1 | ||||
6-1162-SCR-146 |
LA Special Provisions concerning Block B Aircraft |
1 |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
FED-PA-03712 |
November 29, 2012 | |||
SA - 3 |
BOEING PROPRIETARY
SUPPLEMENTAL AGREEMENTS |
DATED AS OF: |
|
Supplemental Agreement No. 1 |
June 29, 2012 | |
Supplemental Agreement No. 2 |
October 8, 2012 | |
Supplemental Agreement No. 3 |
December 11, 2012 |
FED-PA-03712 |
November 29, 2012 | |||
SA - 3 |
BOEING PROPRIETARY
Table 1-A1 to PA 3712 Aircraft Delivery, Description, Price and Advance Payments Block C Aircraft |
||||||||||||
Airframe Model/MTOW: |
767-300F | 408000 pounds |
Detail Specification: D019T002-K dated April 30, 2011 |
|||||||||
Engine Model/Thrust: |
CF6-80C2B6F | 60200 pounds |
Airframe Price Base Year/Escalation Formula: |
[*] | ECI-MFG/CPI | |||||||
Airframe Price: |
[ * ] |
Engine Price Base Year/Escalation Formula: |
[*] | GE CF6-80 & GE90 (99 rev.) | ||||||||
Optional Features: |
[ * ] | |||||||||||
Sub-Total of Airframe and Features: |
[ * ] |
Airframe Escalation Data: |
||||||||||
Engine Price (Per Aircraft): |
[ * ] |
Base Year Index (ECI): |
[*] | |||||||||
Aircraft Basic Price (Excluding BFE/SPE): |
[ * ] |
Base Year Index (CPI): |
[*] | |||||||||
Buyer Furnished Equipment (BFE) Estimate: |
[ * ] |
Engine Escalation Data: |
||||||||||
Seller Purchased Equipment (SPE) Estimate: |
[ * ] |
Base Year Index (CPI): |
[*] | |||||||||
Deposit per Aircraft: |
[ * ] |
Delivery
Date |
Number
of Aircraft |
Escalation
Factor (Airframe) |
Escalation
Factor (Engine) |
MSN |
Escalation Estimate
Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | ||||||||||||||
At Signing
1% |
24 Mos.
4% |
21/18/12/9/6 Mos.
5% |
Total
30% |
|||||||||||||||||
[ * ] | [ * ] | [ * ] | [ * ] | 43544 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ] | [ * ] | [ * ] | [ * ] | TBD | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ] | [ * ] | [ * ] | [ * ] | TBD | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ] | [ * ] | [ * ] | [ * ] | 43542 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ] | [ * ] | [ * ] | [ * ] | 43543 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ] | [ * ] | [ * ] | [ * ] | TBD | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ] | [ * ] | [ * ] | [ * ] | TBD | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ] | [ * ] | [ * ] | [ * ] | 43545 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ] | [ * ] | [ * ] | [ * ] | 43546 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ] | [ * ] | [ * ] | [ * ] | 43547 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ] | [ * ] | [ * ] | [ * ] | 43548 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ] | [ * ] | [ * ] | [ * ] | 43549 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ] | [ * ] | [ * ] | [ * ] | 43550 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
Total: | 13 |
Note: |
The escalation forecast used for this table is 4Q 2011. |
* |
Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Act of 1934, as amended. |
|
The Boeing Company |
|
P.O. Box 3707 |
||
Seattle, WA 98124-2207 |
FED-PA-03712-LA-1106584R2
Federal Express Corporation
3610 Hacks Cross Road
Memphis, TN 38125
Subject: |
Aircraft Performance Guarantees |
|
Reference: |
Purchase Agreement No. 3712 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Federal Express Corporation ( Customer ) relating to Model 767-3S2F firm aircraft listed on Table 1-A and Table 1-A1 or as otherwise agreed by Boeing and Customer in writing ( Aircraft ) |
This letter agreement ( Letter Agreement ) amends and supplements the Purchase Agreement. In addition, this Letter Agreement cancels and supersedes FED-PA-03712-LA-1106584R1 in its entirety. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
Boeing agrees to provide Customer with the performance guarantees in the Attachment. These guarantees [ * ] expire upon delivery of the Aircraft to Customer. Customer agrees to limit the remedy for non-compliance of any performance guarantee to the terms in Letter Agreements No. FED-PA-03712-LA-1106153 entitled Liquidated Damages Non-Excusable Delay and FED-PA-03712-LA-1106574 entitled Agreement for Deviation [ * ].
Confidential Treatment .
Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement to employees of Customer with a need to know and who understand that they are not to disclose its content to any other person or entity without the prior written consent of Boeing. Notwithstanding the foregoing, Customer may disclose this Letter Agreement and the terms and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect thereto, and as required by law.
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
FED-PA-037112-LA-1106584R2 |
November 29, 2012 | |||
Aircraft Performance Guarantees |
Page 1 |
BOEING PROPRIETARY
Very truly yours,
THE BOEING COMPANY |
||
By |
/s/ STUART C. ROSS |
|
Its |
Attorney-In-Fact |
|
ACCEPTED AND AGREED TO this |
||
Date: |
December 11, 2012 |
|
FEDERAL EXPRESS CORPORATION |
||
By |
/s/ PHILLIP C. BLUM |
|
Its |
Vice President Aircraft Acquisition |
FED-PA-03712-LA-1106584R2 |
November 29, 2012 | |||
Aircraft Performance Guarantees |
Page 2 |
BOEING PROPRIETARY
Attachment to Letter Agreement
No. FED-PA-03712-LA-1106584R2
CF6-80C2B6F Engines
Page 1
MODEL 767-300 FREIGHTER PERFORMANCE GUARANTEES
FOR FEDERAL EXPRESS CORPORATION
SECTION | CONTENTS | |
1 | AIRCRAFT MODEL APPLICABILITY | |
2 | FLIGHT PERFORMANCE | |
3 | MANUFACTURERS EMPTY WEIGHT | |
4 | SOUND LEVELS | |
5 | AIRCRAFT CONFIGURATION | |
6 | GUARANTEE CONDITIONS | |
7 | GUARANTEE COMPLIANCE | |
8 | EXCLUSIVE GUARANTEES |
P.A. No. 3712 |
SS12-0336 | |||
AERO-B-BBA4-M11-1089B |
BOEING PROPRIETARY |
Attachment to Letter Agreement
No. FED-PA-03712-LA-1106584R2
CF6-80C2B6F Engines
Page 2
[ * ]
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
P.A. No. 3712 |
SS12-0336 | |||
AERO-B-BBA4-M11-1089B |
BOEING PROPRIETARY |
Exhibit 10.2
Supplemental Agreement No. 22
to
Purchase Agreement No. 3157
between
The Boeing Company
And
Federal Express Corporation
Relating to Boeing Model 777-FREIGHTER Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 11 th day of December 2012, by and between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);
W I T N E S S E T H :
A. WHEREAS, the parties entered into that certain Purchase Agreement No. 3157, dated November 7, 2006 ( Purchase Agreement ), relating to the purchase and sale of certain Boeing Model 777-FREIGHTER Aircraft ( Aircraft ); and
B. WHEREAS, Customer and Boeing desire to revise the Block B Special Matters Letter Agreement to clarify a specific [*] as a result of a change to the Purchase Agreement incorporated in prior Supplemental Agreement No. 20 and this Supplemental Agreement No 22.
C. WHEREAS, in consideration of Customer adding four (4) [ * ] 767-3S2F aircraft as described in Supplemental Agreement No. 3 to purchase agreement No. 3712, Customer desires to reschedule the delivery date of two (2) firm Aircraft as shown below:
MSN |
Aircraft
Block |
Prior Delivery Month
& Year for firm Aircraft |
Rescheduled
Delivery Month & Year for firm Aircraft |
|||
40674 | B | [ * ] | [ * ] | |||
40675 | B | [ * ] | [ * ] |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
P.A. No. 3157 |
1 | SA 22 |
BOEING PROPRIETARY
D. WHEREAS, Customer desires to reschedule the delivery date of two (2) Option Aircraft as shown below:
MSN |
Prior Delivery
Month & Year for Option Aircraft |
Rescheduled Delivery
Month & Year for Option Aircraft |
||
TBD | [ * ] | [ * ] | ||
TBD | [ * ] | [ * ] |
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree to supplement the Purchase Agreement as follows:
All terms used herein and in the Purchase Agreement, and not defined herein, shall have the same meaning as in the Purchase Agreement.
1. | Remove and replace, in its entirety, the Table of Contents with the revised Table of Contents, attached hereto, to reflect the changes made by this Supplemental Agreement No. 22. |
2. | Remove and replace, in its entirety, Letter Agreement 6-1162-RRO-1066 with a revised Letter Agreement 6-1162-RRO-1066R1, attached hereto, to reflect revised language as described in Recital Paragraph B. To reflect matters completed under prior Supplemental Agreement No. 20, Boeing agrees to issue Customer the [ * ] in total amount of [ * ] for each of the Block B Aircraft to bear MSN 40674 and 40675 within five (5) business days of the full execution of this Supplemental Agreement No. 22. |
3. | The two Block B Aircraft described in Recital Paragraph C are hereby rescheduled as set forth in Recital Paragraph C. Remove and replace, in its entirety, Table 1-A with a revised Table 1-A, attached hereto, to reflect such rescheduling. |
4. | The Option Aircraft described in Recital Paragraph D are hereby rescheduled as set forth in Recital Paragraph D. Remove and replace, in its entirety, Attachment to Letter Agreement 6-1162-RRO-1062 with a revised Attachment, attached hereto, to reflect such rescheduling. The parties agree and acknowledge that the Option Aircraft rescheduling herein is not being made, and, for the sake of clarity, the Option Aircraft rescheduled under Supplemental Agreement No. 20 was not made, under Article 4.2 of letter agreement 6-1162-RRO-1062; accordingly, with respect to the foregoing rescheduled Option Aircraft, (i) [ * ], (ii) [ * ] and (iii) the [ * ] to the end of the then-current [ * ] stream. |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
P.A. No. 3157 |
2 | SA 22 |
BOEING PROPRIETARY
5. | Letter agreement 6-1162-SCR-154 is added to the Purchase Agreement in this Supplemental Agreement No. 22 to address [ * ]. |
6. | Letter agreement 6-1162-SCR-155 is added to the Purchase Agreement in this Supplemental Agreement No. 22. The parties acknowledge and agree that paragraph 5 of letter agreement FED-PA-LA-1000790R3 applies to the [ * ] Kits ordered and delivered to Customer and (ii) Kits [ * ] ordered by and delivered to Customer shall be governed by the terms of letter agreement 6-1162-SCR-155, as amended. |
7. | As a result of the changes incorporated in this Supplemental Agreement No. 22, [ * ] payments in the amount of [ * ] are currently being held by Boeing. Customer and Boeing agree that [ * ] will continue to be treated under the Purchase Agreement as [ * ] payments and further that Boeing will apply [ * ] of the [ * ] payments to satisfy the amount due under Purchase Agreement No. 3712 upon execution of Supplemental Agreement No. 3 thereto and the [ * ] payments of [ * ] no later than January 3, 2013. [ * ]. For clarity, the terms pre-delivery payment(s), PDP(s) and advance payment(s) are used on an interchangeable basis. |
8. | This Supplemental Agreement No. 22 to the Purchase Agreement shall not be effective unless (i) executed and delivered by the parties on or prior to December 11, 2012 and (ii) Customer and Boeing execute and deliver Supplemental Agreement No. 3 to Purchase Agreement No. 3712 on or before December 11, 2012. |
EXECUTED as of the day and year first above written.
THE BOEING COMPANY | FEDERAL EXPRESS CORPORATION | |||||||
By: |
/s/ STUART C. ROSS |
By: |
/s/ PHILLIP C. BLUM |
|||||
Its: |
Attorney-In-Fact |
Its: |
VP Aircraft Acquisition |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
P.A. No. 3157 |
3 | SA 22 |
BOEING PROPRIETARY
TABLE OF CONTENTS
P.A. No. 3157 |
4 | SA 22 |
BOEING PROPRIETARY
SA NUMBER |
||||
LETTER AGREEMENT | ||||
3157-01 |
777 Spare Parts Initial Provisioning |
|||
3157-02 |
Demonstration Flight Waiver |
|||
6-1162-RCN-1785 |
Demonstrated Compliance |
|||
6-1162-RCN-1789 |
Option Aircraft Attachment to Letter 6-1162-RCN-1789 |
Exercised in SA # 4 |
||
6-1162-RCN-1790 |
Special Matters |
|||
6-1162-RCN-1791 |
Performance Guarantees |
4 | ||
6-1162-RCN-1792 |
Liquidated Damages Non-Excusable Delay |
|||
6-1162-RCN-1793 |
Open Configuration Matters |
|||
6-1162-RCN-1795 |
AGTA Amended Articles |
|||
6-1162-RCN-1796 |
777 First-Look Inspection Program |
|||
6-1162-RCN-1797 |
Licensing and Customer Supplemental Type Certificates |
|||
6-1162-RCN-1798 |
777 Boeing Converted Freighter |
Deleted in SA # 4 |
||
6-1162-RCN-1798 R1 |
777 Boeing Converted Freighter |
4 | ||
6-1162-RCN-1799 |
[ * ] |
|||
6-1162-RRO-1062 |
Option Aircraft |
4 | ||
Attachment to Letter 6-1162-RRO-1062 |
22 | |||
6-1162-RRO-1065 |
Performance Guarantees for Block B Aircraft |
4 | ||
6-1162-RRO-1066 R1 |
Special Matters for Block B Aircraft |
22 | ||
6-1162-RRO-1067 |
Special Matters for [ * ] Letter Agreement 6-1162-RRO-1062 |
4 | ||
6-1162-RRO-1068 |
Special Provision Block B Aircraft |
4 | ||
FED-PA-LA-1000790R3 |
Special Matters for Block C Aircraft |
20 | ||
FED-PA-LA-1001683R2 |
Special Matters for Block D Aircraft |
19 | ||
6-1162-RRO-1144R7 |
[ * ] as related to SAs #8, #13 through #16, SA # 18 through SA #20 |
20 | ||
6-1162-SCR-137 |
777F Miscellaneous Matters |
20 | ||
6-1162-SCR-154 |
[ * ] Letter |
22 |
||
6-1162-SCR-155 |
[ * ] Engine Hard Mount Letter |
22 |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
P.A. No. 3157 |
5 | SA 22 |
BOEING PROPRIETARY
SUPPLEMENTAL AGREEMENTS |
DATED AS OF: | |||
Supplemental Agreement No. 1 | May 12, 2008 | |||
Supplemental Agreement No. 2 | July 14, 2008 | |||
Supplemental Agreement No. 3 | December 15, 2008 | |||
Supplemental Agreement No. 4 | January 9, 2009 | |||
Supplemental Agreement No. 5 | January 11, 2010 | |||
Supplemental Agreement No. 6 | March 17, 2010 | |||
Supplemental Agreement No. 7 | March 17, 2010 | |||
Supplemental Agreement No. 8 | April 30, 2010 | |||
Supplemental Agreement No. 9 | June 18, 2010 | |||
Supplemental Agreement No. 10 | June 18, 2010 | |||
Supplemental Agreement No. 11 | August 19, 2010 | |||
Supplemental Agreement No. 12 | September 3, 2010 | |||
Supplemental Agreement No. 13 | August 27, 2010 | |||
Supplemental Agreement No. 14 | October 25, 2010 | |||
Supplemental Agreement No. 15 | October 29, 2010 | |||
Supplemental Agreement No. 16 | January 31, 2011 | |||
Supplemental Agreement No. 17 | February 14, 211 | |||
Supplemental Agreement No. 18 | March 31, 2011 | |||
Supplemental Agreement No. 19 | October 27, 2011 | |||
Supplemental Agreement No. 20 | December 14, 2011 | |||
Supplemental Agreement No. 21 | June 29, 2012 | |||
Supplemental Agreement No. 22 | December 11, 2012 |
P.A. No. 3157 |
6 | SA 22 |
BOEING PROPRIETARY
Table 1-A to Purchase Agreement No. 3157 Aircraft Delivery, Description, Price and Advance Payments Block B Firm |
||||||||||||||
Airframe Model/MTOW: |
777-Freighter | 766000 pounds | Detail Specification: D019W007FED7F-1, Rev G dated July 25, 2012 | |||||||||||
Engine Model/Thrust: |
GE90-110B1L | 110000 pounds |
Airframe Price Base Year/Escalation Formula: |
[ * ] | ECI-MFG/CPI | |||||||||
Airframe Price: |
[ * ] |
Engine Price Base Year/Escalation Formula: |
[ * ] | N/A | ||||||||||
Optional Features: |
[ * ] | |||||||||||||
Sub-Total of Airframe and Features: |
[ * ] |
Airframe Escalation Data: |
||||||||||||
Engine Price (Per Aircraft): |
[ * ] |
Base Year Index (ECI): |
[ * ] | |||||||||||
Aircraft Basic Price (Excluding BFE/SPE): |
[ * ] |
Base Year Index (CPI): |
[ * ] | |||||||||||
Buyer Furnished Equipment (BFE) Estimate: |
[ * ] | |||||||||||||
Seller Purchased Equipment (SPE) Estimate: |
[ * ] | |||||||||||||
Non-Refundable Deposit/Aircraft at Def Agreement: |
[ * ] |
Delivery
|
Number of
Aircraft |
Escalation
Factor (Airframe) |
MSN |
Escalation Estimate
Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | |||||||||||
At Signing
1% |
24 Mos.
4% |
21/18/15/12/9/6 Mos.
5% |
Total
35% |
|||||||||||||
[ * ] | [ * ] | [ * ] | 40674 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | ||||||||
[ * ] | [ * ] | [ * ] | 40675 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | ||||||||
Total: | 2 |
NOTES: | 1. The two aircraft included on this Table were [ * ] Aircraft - reference letter agreement 6-1162-RRO-1068. |
2. In Supplemental Agreement No. 20, these aircraft became firm aircraft.
3. The [ * ] factors used in this table are based on the 2Q 2012 forecast.
* | 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 Commission Act of 1934, as amended. |
Attachment to Letter 6-1162-RRO-1062 Option Aircraft Delivery, Description, Price and Advance Payments |
|
|||||||||||||
Airframe Model/MTOW: |
777-Freighter | 766000 pounds |
Detail Specification: D019W007FED7F-1 Rev G dated July 25, 2012 |
|
||||||||||
Engine Model/Thrust: |
GE90-110B1L | 110100 pounds |
Airframe Price Base Year/Escalation Formula: |
[ * ] | ECI-MFG/CPI | |||||||||
Airframe Price: |
[ * ] |
Engine Price Base Year/Escalation Formula: |
[ * ] | |||||||||||
Optional Features: |
[ * ] | N/A | ||||||||||||
Sub-Total of Airframe and Features: |
[ * ] |
Airframe Escalation Data: |
||||||||||||
Engine Price (Per Aircraft): |
[ * ] |
Base Year Index (ECI): |
[ * ] | |||||||||||
Aircraft Basic Price (Excluding BFE/SPE): |
[ * ] |
Base Year Index (CPI): |
[ * ] | |||||||||||
Buyer Furnished Equipment (BFE) Estimate: |
[ * ] | |||||||||||||
Seller Purchased Equipment (SPE) Estimate: |
[ * ] |
Forecast: 2Q08 |
||||||||||||
Deposit/Aircraft at Def Agreemt: |
[ * ] |
Delivery
|
Number of
Aircraft |
Escalation
Factor (Airframe)* |
Escalation Estimate
Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | ||||||||||
Balance At Option
Exercise 1% |
24 Mos.
4% |
21/18/15/12/9/6 Mos.
5% |
Total
35% |
|||||||||||
[ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||
[ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||
[ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||
[ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||
[ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||
[ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||
[ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||
[ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||
[ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||
Total: | 11 |
* | The [ * ] Factor for the Option Aircraft will be adjusted to Boeings then current forecasts for such elements as of the date of the amendment to the definitive agreement to add the exercised Option Aircraft as an Aircraft. |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
November 29, 2012
6-1162-SCR-155
Federal Express Corporation
3131 Democrat
Memphis, TN 38118
Attention: |
Mr. Kevin Burkhart | |
Managing Director Aircraft Acquisitions & Sales | ||
Subject: |
[ * ] Engine Hard Mount Kits (Kits) [ * ] Memoranda/[ * ] | |
References: |
1. Purchase Agreement 3157 dated November 7, 2006 ( Purchase Agreement ), between The Boeing Company ( Boeing ) and Federal Express Corporation ( Customer ) relating to Model 777-FREIGHTER Aircraft ( Aircraft ), and 2. Letter agreement FED-PA-LA-1000790R3 entitled Special Matters for Block C Aircraft, paragraph 5 concerning Kits. |
1. | [ * ] memoranda/[ * ] for Kits [ * ] through [ * ]. |
[ * ]
2. | [ * ] memoranda/[ * ] for Kits [ * ] through [ * ]. |
[ * ]
3. | [ * ] memoranda/[ * ] for Kits [ * ] through [ * ]. |
[ * ]
4. | No Obligation . |
Nothing herein creates an obligation by Customer to purchase additional Kits.
5. | Confidential Treatment . |
* | 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. |
6-1162-SCR-155 |
SA-22 | |||
Page 1 |
Customer understands that certain commercial and financial information contained in this Letter Agreement /and attachment(s) hereto is considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity. Notwithstanding the above, Boeing acknowledges that Customer may disclose this Letter Agreement / and attachment(s) hereto to FedEx Corporation, its Board of Directors, and to Customers and FedEx Corporations professional advisors who are under a duty of confidentiality with respect thereto.
Very truly yours, |
||
THE BOEING COMPANY |
||
By |
/s/ STUART C. ROSS |
|
Its |
Attorney-In-Fact |
|
ACCEPTED AND AGREED TO this |
||
Date: |
December 11, 2012 |
|
FEDERAL EXPRESS CORPORATION | ||
By |
/s/ PHILLIP C. BLUM |
|
Its |
Vice President Aircraft Acquisition |
|
Attachment |
6-1162-SCR-155 |
SA-22 | |||
Page 2 |
Attachment A to 6-1162-SCR-155
# |
MSN |
Executed Proposal
Date |
[ * ] Memo Applies? | |||
1 | 25490 | [ * ] | [ * ] | |||
2 | 24965 | [ * ] | [ * ] | |||
3 | 24738 | [ * ] | [ * ] | |||
4 | 24748 | [ * ] | [ * ] | |||
5 | 22911 | [ * ] | [ * ] | |||
6 | 22912 | [ * ] | [ * ] | |||
7 | 26270 | [ * ] | [ * ] | |||
8 | 25131 | [ * ] | [ * ] | |||
9 | 22909 | [ * ] | [ * ] | |||
10 | 28480 | [ * ] | [ * ] | |||
11 | 24747 | [ * ] | [ * ] | |||
12 | 26705 | [ * ] | [ * ] | |||
13 | 24737 | [ * ] | [ * ] | |||
14 | 28482 | [ * ] | [ * ] | |||
15 | 28483 | [ * ] | [ * ] |
* | 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. |
6-1162-SCR-155 |
SA-22 | |||
Page 3 |
|
The Boeing Company |
|
P.O. Box 3707 |
||
Seattle, WA 98124-2207 |
November 29, 2012
6-1162-SCR-154
Federal Express Corporation
3131 Democrat
Memphis, TN 38118
Attention: |
Mr. Kevin Burkhart |
|
Managing Director Aircraft Acquisitions & Sales | ||
Subject: |
[ * ] Resulting From Execution of Supplemental Agreement No. 22 ( SA 22 ) to Purchase Agreement 3157. | |
Reference: |
Purchase Agreement 3157 dated November 7, 2006 ( Purchase Agreement ), between The Boeing Company ( Boeing ) and Federal Express Corporation ( Customer ) relating to Model 777-FREIGHTER Aircraft ( Aircraft ) |
Dear Mr. Burkhart:
1. | Background . |
Boeing and Customer acknowledge and agree that, upon execution of SA 22 to the Purchase Agreement by the parties, [ * ].
[ * ]
For clarity, the terms pre-delivery payment(s), PDP(s) and advance payment(s) are used on an interchangeable basis.
2. | [ * ]. |
[ * ]
3. | [ * ] |
[ * ]
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
6-1162-SCR-154 |
SA-22 | |||
Page 1 |
BOEING PROPRIETARY
4. |
Confidential Treatment . |
Customer understands that certain commercial and financial information contained in this Letter Agreement /and attachment(s) hereto is considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity. Notwithstanding the above, Boeing acknowledges that Customer may disclose this Letter Agreement / and attachment(s) hereto to FedEx Corporation, its Board of Directors, and to Customers and FedEx Corporations professional advisors who are under a duty of confidentiality with respect thereto.
Very truly yours, | ||
THE BOEING COMPANY | ||
By |
/s/ STUART C. ROSS |
|
Its |
Attorney-In-Fact |
|
ACCEPTED AND AGREED TO this | ||
Date: |
December 11, 2012 |
|
FEDERAL EXPRESS CORPORATION | ||
By |
/s/ PHILLIP C. BLUM |
|
Its |
Vice President Aircraft Acquisition |
6-1162-SCR-154 |
SA-22 | |||
Page 2 |
BOEING PROPRIETARY
|
The Boeing Company |
|
P.O. Box 3707 |
||
Seattle, WA 98124-2207 |
6-1162-RRO-1066R1
November 29, 2012
Federal Express Corporation
3610 Hacks Cross Road
Memphis, TN 38125
Subject: |
Special Matters for Block B Aircraft |
|
Reference: |
Purchase Agreement No. 3157 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Federal Express Corporation ( Customer ) relating to Model 777-FREIGHTER Aircraft ( Aircraft ) |
This letter agreement ( Letter Agreement ) amends and supplements the Purchase Agreement. In addition, this Letter Agreement cancels and supersedes 6-1162-RRO-1066 in its entirety. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1. |
BASIC [ * ] MEMORANDUM. |
[ * ]
2. |
ADDITIONAL [ * ] MEMORANDUM. |
[ * ]
3. |
[ * ] MEMORANDUM. |
[ * ]
4. |
[ * ]. |
5. |
ELECTRONIC FLIGHT BAG (EFB) [ * ]. |
Contingent upon Customer selecting [ * ].
6. |
ADDITIONAL CUSTOMER [ * ]. |
[ * ].
7. |
[ * ] RIGHTS. |
[ * ]
* | 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. |
6-1162-RRO-1066R1 |
Page 1 | |||
SA 22 |
BOEING PROPRIETARY
8. |
[ * ] ASSURANCE. |
[ * ]
9. |
WARRANTY PROGRAM [ * ]. |
[ * ]
10. |
[ * ] |
[ * ]
11. |
AIRCRAFT ACCELERATION OPPORTUNITIES. |
Boeing acknowledges Customer may desire to have earlier delivery positions for the Block B Aircraft. Boeing agrees to keep Customer apprised of any earlier delivery positions which may become available (subject to manufacturing and production constraints).
12. |
PUBLIC ANNOUNCEMENT. |
Notwithstanding the terms in the Purchase Agreement, neither Party shall in any manner advertise or make any public statement regarding Customers purchase of the Block B Aircraft without the prior written consent of the other Party. Neither Party shall disclose any details of this Agreement to any third party except as may be authorized in writing by an authorized officer of the other Party.
13. |
CONFIDENTIAL TREATMENT. |
Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement to employees of Customer with a need to know and who understand that they are not to disclose its content to any other person or entity without the prior written consent of Boeing. Notwithstanding the forgoing, Customer may disclose this Letter Agreement and the terms and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and as required by law.
If the foregoing correctly sets forth your understanding of our agreement with respect to matters described above, please indicate your acceptance and approval below.
* |
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. |
6-1162-RRO-1066R1 |
Page 2 | |||
SA 22 |
BOEING PROPRIETARY
Very truly yours,
THE BOEING COMPANY |
||
By |
/s/ STUART C. ROSS |
|
Its |
Attorney-In-Fact |
|
ACCEPTED AND AGREED TO this |
||
Date: |
December 11, 2012 |
|
FEDERAL EXPRESS CORPORATION |
||
By |
/s/ PHILLIP C. BLUM |
|
Its |
Vice President Aircraft Acquisition |
6-1162-RRO-1066R1 |
Page 3 | |||
SA 22 |
BOEING PROPRIETARY
Exhibit 10.3
AMENDMENT
THIS AMENDMENT (Amendment) dated the 3rd day of December, 2012, amends the Transportation Agreement dated as of July 31, 2006 (the Agreement) between The United States Postal Service (USPS) and Federal Express Corporation (FedEx).
Preamble
WHEREAS, USPS and FedEx entered into the Agreement in order to provide for the transportation and delivery of the Products (as such term is defined in the Agreement);
WHEREAS, the parties now desire to amend certain provisions of the Agreement to provide an expansion of the Products as stated below;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment, the parties agree as follows:
1. Commencing on December 4, 2012, and ending on December 23, 2012, with optional days December 5 and 23 (with execution of each optional day determined by the USPS on each optional day), USPS desires to utilize FedEx ULDs for its peak charter operations and FedEx agrees to provide such ULDs based on the schedule and list of charges outlined in Attachment 1. USPS agrees to pay the ULD charges based on the presumption that two charters will operate during this period from Memphis, TN to ANC, SJU and HNL. At the end of charter operations, one ULD set per market will be returned to the MEM Hub or a location within the United States agreed upon by USPS and FedEx.
2. All capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Agreement.
3. Except as amended by this Amendment, the terms and conditions of the Agreement shall remain in full force and effect and are ratified and confirmed in all respects.
IN WITNESS WHEREOF, the parties have signed this Amendment in duplicate, one for each of the Parties, as of 3rd December, 2012.
THE UNITED STATES POSTAL SERVICE | ||
By: |
/s/ GREGORY BAYNE |
|
Title: |
Contracting Officer, Air CMC |
|
FEDERAL EXPRESS CORPORATION | ||
By: |
/s/ PAUL J. HERRON |
|
Title: |
Vice President, Postal Transportation |
Peak 2012 Charter ULD Agreement
[ * ]
Total AMJs for the Period |
[ * ] | |||||
Total LD3s for the Period |
[ * ] | |||||
Optional Days AMJs |
[ * ] | |||||
Optional Days LD3s |
[ * ] |
ULD Charges for Period
ULD Type | AMJ | LD3 | |||||||||||||
Amount of containers |
[ * ] | [ * ] | |||||||||||||
Charge per ULD |
[ * ] | [ * ] | |||||||||||||
Total Charges Per ULD type |
[ * ] | [ * ] | |||||||||||||
Total Charges |
[ * ] |
Assumptions:
1. | 747 Aircraft are used for the charter operations. Each aircraft carries [ * ] and [ * ] |
2. | Each location requires 2 sets of ULDs, one set for the ULDs in transit and another set at the origin to build the next movement. |
3. | Two sets of ULDS per operational leg, [ * ] and [ * ], are the amount of containers charged per day. |
4. | [ * ] from [ * ]. [ * ] from [ * ]. [ * ] from [ * ]. |
5. | The total amount of ULDs charged is based on [ * ], [ * ] and [ * ] as outlined above. |
6. | If optional days are exercised, the same rates will apply |
7. | Optional days by market: SJU - Dec. [ * ] |
8. | The amounts charged per container type are AMJ - [ * ] and LD3s [ * ] |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
Exhibit 10.4
VIA FEDEX ENVELOPE
January 25, 2013
Mr. Gregory J. Bayne
Contracting Officer
United States Postal Service
475 LEnfant Plaza S.W.
Washington, D.C. 20260-6210
RE: | Transportation Agreement dated July 31, 2006 (the Transportation Agreement) between the United States Postal Service (the USPS) and Federal Express Corporation (FedEx) |
Change in Conversion Factor
Dear Mr. Bayne:
As provided in the previously amended Paragraph A.1.a. of Exhibit B to the Transportation Agreement, the USPS and FedEx agree that the Conversion Factor is [ * ] effective on the September Schedule Period that began on September 3, 2012.
By signing this letter, the USPS and FedEx agree to this amendment of the Transportation Agreement. All capitalized terms have the meanings set out in the Transportation Agreement.
Please sign both counterparts of this letter, retain one for the USPS records, and return the other fully executed counterpart to:
Myla Williams
Legal Department
Federal Express Corporation
3620 Hacks Cross Road
Building B, 3 rd Floor
Memphis, Tennessee 38125
(901) 434-8362
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
Federal Express Corporation
Letter Agreement
January 25, 2013
If you should have any questions, please call Myla Williams at (901) 434-8362 or Ron Stevens at (901) 434-8954 or. Thank you.
Sincerely, |
FEDERAL EXPRESS CORPORATION |
/s/ PAUL J. HERRON |
Paul J. Herron |
Vice President |
Postal Transportation Management |
AGREED TO AND ACCEPTED this 25 day of Jan, 2013.
THE UNITED STATES POSTAL SERVICE | ||
By: |
/s/ GREGORY BAYNE |
|
Its: |
Contracting Officer |
|
The USPS | ||
cc: | Joseph Anzelone | |
Michael Cotter | ||
Mary Taylor |
MUW/.970039
Exhibit 10.5
FIFTH AMENDMENT
to the
COMPOSITE LEASE AGREEMENT
By and Between
MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY
and
FEDERAL EXPRESS CORPORATION
Effective as of January 1, 2013
FIFTH AMENDMENT
TO THE COMPOSITE LEASE AGREEMENT
This Fifth Amendment, effective the 1st day of January 2013, is made and entered into by and between MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY (herein referred to as Authority), a body politic and corporate, organized and existing under the laws of the State of Tennessee, and FEDERAL EXPRESS CORPORATION (herein referred to as Tenant), a corporation duly organized and existing under the laws of the State of Delaware and qualified to do business in the State of Tennessee (Authority and Tenant are collectively referred to as Parties).
W I T N E S S E T H:
WHEREAS Authority and Tenant executed an instrument entitled Composite Lease Agreement with an effective date of January 1, 2007 (that instrument, as previously amended by First Amendment to the Composite Lease Agreement intended to be effective as of September 1, 2008, by Second Amendment to the Composite Lease Agreement intended to be effective as of June 1, 2009, by Third Amendment to the Composite Lease Agreement intended to be effective as of July 1, 2009, and by Fourth Amendment to the Composite Lease Agreement intended to be effective as of December 15, 2011, being herein called the Composite Lease Agreement); and
WHEREAS Authority and Tenant intended the Composite Lease Agreement to represent each of 23 separate lease agreements between the Parties (later increased to 25) and showed the differences among the 23 (later 25 leases) by attaching to the Composite Lease Agreement as Exhibit A, a schedule that identified each parcel of real property Authority leased to Tenant, the portion of the Term (as defined in the Composite Lease Agreement) during which the lease of each parcel will be in effect, and the rent that Tenant pays to Authority for each parcel; and
WHEREAS the Parties wish to amend the Composite Lease Agreement to enlarge Parcels 2 and 3 identified in the Composite Lease Agreement, which enlargements will add approximately 47,088 square feet of unimproved property to the premises demised to Tenant by virtue of the Composite Lease Agreement.
NOW, THEREFORE, for and in consideration of the promises, covenants and agreements hereinafter contained to be kept and performed by the parties hereto and upon the provisions and conditions hereinafter set forth, Authority and Tenant do hereby covenant and agree as follows:
SECTION 1. Definitions . Except as otherwise provided herein, and unless the context shall clearly require otherwise, all words and terms used in this Fifth Amendment that are defined in the Composite Lease Agreement shall have the respective meanings given to them in the Composite Lease Agreement for all purposes of this Fifth Amendment.
2
SECTION 2. Modification of Composite Lease and Applicable Rent . Effective as of January 1, 2013, the Parties add the unimproved property identified as Tract 1 and described in the attached Exhibit 1 to the Parcel 2 Legal Description included as part of Exhibit A to the Composite Lease Agreement, and add the unimproved property identified as Tract 2 and described in the attached Exhibit 2 to the Parcel 3 Legal Description included as part of Exhibit A of the Composite Lease Agreement. The effect of the foregoing additions will be to add 44,344 square feet of unimproved property to Parcel 2 and to add 2,744 square feet of unimproved property to Parcel 3. The additional areas added to Parcels 2 and 3 by virtue of the foregoing are depicted on the attached Exhibit 3. At any time on or after January 1, 2013, Tenant may take possession of those additional areas and use and improve them subject to the terms and conditions of the Composite Lease Agreement.
The Parties also substitute the rent table attached to this Amendment for the table included as part of Exhibit A to the Composite Lease Agreement. The substitution of that table will accomplish the following:
(a) Effective as of November 1, 2013, the annual rent for Parcel 2 will increase by an amount equal to the product achieved by multiplying 44,344 square feet by the annual rental rate that the Authority then charges for unimproved property at the Airport and the annual rent for Parcel 3 will increase by an amount equal to the product achieved by multiplying 2,744 square feet by that annual rental rate. As a result, assuming that, on the July 1, 2013 Rent Adjustment Date, the annual rental rate that the Authority charges for unimproved property at the Airport increases by thirteen percent (13%), the combined annual rent payable for Parcels 2 and 3 will increase as of November 1, 2013, by $10,142.76, which annual increase will be payable in monthly installments of $845.23 per month.
b) The rent, as adjusted in accordance with the foregoing, will continue to be subject to adjustment in accordance with the terms of Section 2.03(a)(i) of the Composite Lease Agreement.
SECTION 3. Remainder of Composite Lease in Effect . All other terms, provisions, conditions, covenants and agreements of the Composite Lease shall continue in full force and effect .
SECTION 4. Effective Dates of this Fifth Amendment . This Fifth Amendment becomes effective as of January 1, 2013, and the rent increase becomes effective November 1, 2013.
IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this Fifth Amendment to the Composite Lease Agreement.
3
MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY | FEDERAL EXPRESS CORPORATION | |||||||
By: |
/s/ SCOTT A. BROCKMAN |
By: |
/s/ DONALD C. COLVIN |
|||||
Title: |
Executive Vice-President COO |
Title: |
Vice President Properties and Facilities |
|||||
Date: |
12/19/12 |
Date: |
12/14/12 |
Approved as to Form and Legality:
/s/ BRIAN L. KUHN |
||
Brian L. Kuhn, General Counsel | ||
Date: |
12/19/12 |
4
EXHIBIT 1
FIFTH AMENDMENT
TO THE COMPOSITE LEASE
TRACT 1
Property Description to be added to Parcel 2 Legal Description
Being 1.018 acres of land contained entirely within Memphis-Shelby County Airport Authority (MSCAA) property located in the City of Memphis, Shelby County, Tennessee, and being more particularly described by metes and bounds as follows:
Tract 1:
Commencing at the centerline intersection of Taxiway November and Taxilane 800; thence along the existing centerline of Taxilane 800 South 85° 42 35 East, a distance of 174.91 feet to a point; thence leaving said existing centerline perpendicularly North 04° 17 25 East, a distance of 430.21 feet to a point (said point being the southwest corner of DECO 6 Ramp Lease Area 2A Twenty-Sixth Supplemental Lease Agreement); thence along the west line of said Lease Area 2A North 04° 13 57 East, a distance of 574.26 feet to the northwest corner of said DECO 6 Ramp Lease Area 2A; thence along the north line of said DECO 6 Ramp Lease Area 2A South 85° 42 43 East, a distance of 97.09 feet to the TRUE POINT OF BEGINNING; thence along the west edge of the proposed ramp North 04° 17 17 East, a distance of 56.95 feet to a point; thence continuing along said west edge of proposed ramp North 31° 51 47 East, a distance of 25.55 feet to a point; thence continuing along said west edge of proposed ramp North 58° 08 13 West, a distance of 13.42 feet to a point; thence continuing along said west edge of proposed ramp North 31° 51 47 East, a distance of 16.87 feet to a point; thence continuing along said west edge of proposed ramp South 58° 08 13 East, a distance of 13.42 feet to a point; thence continuing along said west edge of proposed ramp North 31° 51 47 East, a distance of 95.97 feet to a point, said point being the northwest corner of the proposed ramp expansion; thence along the proposed north edge of ramp South 85° 42 43 East, a distance of 161.67 feet to a point, said point being on the west line of the AMR North Complex Lease Agreement by and between MSCAA and the Federal Express Corporation dated as of January 13, 1999; thence along said west line of the of the area as described in the AMR North Complex Lease Agreement South 23° 36 15 East, a distance of 132.46 feet to a point, said point being the intersection of AMR North Complex west line with the north line of the DECO 6 Ramp Lease Area 2A; thence along the north line of the DECO 6 Ramp Lease Area 2A South 04° 17 17 West, a distance of 62.55 feet to a point; thence continuing along said north line North 85° 42 43 West, a distance of 285.00 feet to the POINT OF BEGINNING and containing 1.018 acres.
EXHIBIT 2
FIFTH AMENDMENT
TO THE COMPOSITE LEASE
TRACT 2
Property Description to be added to Parcel 3 Legal Description
Being 0.063 acres of land contained entirely within Memphis-Shelby County Airport Authority (MSCAA) property located in the City of Memphis, Shelby County, Tennessee, and being more particularly described by metes and bounds as follows:
Tract 2:
Commencing at the centerline intersection of Taxiway November and Taxilane 800; thence along the existing centerline of Taxilane 800 South 85° 42 35 East, a distance of 174.91 feet to a point; thence leaving said existing centerline perpendicularly North 04° 17 25 East, a distance of 430.21 feet to the TRUE POINT OF BEGINNING (said point being the southwest corner of DECO 6 Ramp Lease Area 2A); thence along the north edge of existing lease agreement #23 South 66° 31 16 West, a distance 12.87 feet to a point; thence continuing along said north line North 85° 41 13 West, a distance of 48.59 feet to a point; thence leaving said north line along proposed west asphalt edge North 04° 13 06 East, a distance of 46.36 feet to a point; thence along the north edge of proposed asphalt South 85° 41 13 East, a distance of 60.00 feet to a point, said point being on the west line of said DECO 6 Ramp Lease Area 2A; thence along said west line of said DECO 6 Ramp Lease Area 2A South 04° 13 55 West, a distance of 40.47 feet to the POINT OF BEGINNING and containing 0.063 acres.
EXHIBIT 3
FIFTH AMENDMENT
TO THE COMPOSITE LEASE
[DIAGRAM]
EXHIBIT A to the Composite Lease Agreement as amended by the Fifth Amendment dated January 1, 2013
FEDERAL EXPRESS CORPORATION
2003 CORPORATE AVENUE-B3
MEMPHIS, TN 38132
PARCEL
|
FEDEX
|
SUPPLEMENTAL |
USE OR
|
EFFECTIVE
|
SQUARE
FEET |
EFFECTIVE
DATE RATE |
2008 | 2009 | 2012 |
2013 |
||||||||||||||||||||||||||||||||||||||||||||
EFFECTIVE JULY 2008 | EFFECTIVE JULY 2009 | EFFECTIVE SEPTEMBER 2012 |
EFFECTIVE
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
RATES | MONTHLY | ANNUAL | RATES | MONTHLY | ANNUAL | RATES | MONTHLY | ANNUAL |
ESCALATION (3) |
|||||||||||||||||||||||||||||||||||||||||||||
1 |
07-0958 | N/A | TAXIWAY N | 2/1/2009 | 100,035 | $ | 0.1906 | N/A | N/A | N/A | $ | 0.1906 | $ | 1,588.89 | $ | 19,066.67 | $ | 0.1906 | $ | 1,588.89 | $ | 19,066.67 | CPI OR 13% | |||||||||||||||||||||||||||||||
2 |
07-0959 | SUPPLEMENTAL 26 | AMR FACILITIES/LANDLOCKED PARCELS | 1/1/2007 | 1,082,446 | Varies (1) | Varies | $ | 35,497.91 | $ | 425,974.90 | Varies (1) | $ | 34,175.41 | $ | 410,104.92 | Varies (1) | $ | 28,533.41 | $ | 342,400.87 | CPI OR 13% | ||||||||||||||||||||||||||||||||
N/A 5th Amendment | UNIMPROVED GROUND | 1/1/2013(9) | 44,344 | TBD 7/1/13 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | CPI OR 13% | ||||||||||||||||||||||||||||||||||||||||
3 |
07-0960 | SUPPLEMENTALS | WEST RAMP | CPI OR 13% | ||||||||||||||||||||||||||||||||||||||||||||||||||
18, 19, 20, 21, 22 & 23 | UNIMPROVED GROUND | 1/1/2007 | 3,111,647 | $ | 0.1525 | $ | 0.1906 | $ | 49,423.33 | $ | 593,079.92 | $ | 0.1906 | $ | 49,423.33 | $ | 593,079.92 | $ | 0.1906 | $ | 49,423.33 | $ | 593,079.92 | CPI OR 13% | ||||||||||||||||||||||||||||||
22, 24 & 25 | UNIMPROVED GROUND | 1/1/2007 | 914,283 | $ | 0.1525 | $ | 0.1906 | $ | 14,521.86 | $ | 174,262.34 | $ | 0.1906 | $ | 14,521.86 | $ | 174,262.34 | $ | 0.1906 | $ | 14,521.86 | $ | 174,262.34 | CPI OR 13% | ||||||||||||||||||||||||||||||
N/A 5th Amendment | UNIMPROVED GROUND | 1/1/2013(9) | 2,744 | TBD 7/1/13 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | CPI OR 13% | ||||||||||||||||||||||||||||||||||||||||
4 |
07-0961 | N/A | TAXIWAY C | 2/1/2009 | 731,098 | $ | 0.2400 | N/A | N/A | N/A | $ | 0.2400 | $ | 14,621.96 | $ | 175,463.52 | $ | 0.2400 | $ | 14,621.96 | $ | 175,463.52 | CPI OR 13% | |||||||||||||||||||||||||||||||
5 |
07-0962 | SUPPLEMENTAL 13 | UNIMPROVED APRON/GRACELAND RAMP | 1/1/2007 | 515,496 | $ | 0.1525 | $ | 0.1906 | $ | 8,187.79 | $ | 98,253.48 | $ | 0.1906 | $ | 8,187.79 | $ | 98,253.48 | $ | 0.1906 | $ | 8,187.79 | $ | 98,253.48 | CPI OR 13% | ||||||||||||||||||||||||||||
SUPPLEMENTAL 17 | UNIMPROVED APRON/SIERRA RAMP | 1/1/2007 | $ | 0.1525 | CPI OR 13% | |||||||||||||||||||||||||||||||||||||||||||||||||
6 |
07-0963 | AGREEMENT #92-0833 | IRS/AOD | 1/1/2007 | 2,248,286 | N/A (6) | N/A (6) | $ | 125,000.00 | $ | 1,500,000.00 | N/A (6) | $ | 125,000.00 | $ | 1,500,000.00 | N/A (6) | $ | 125,000.00 | $ | 1,500,000.00 | 15% (7) | ||||||||||||||||||||||||||||||||
7 |
07-0964 | SOUTHWIDE #90-0242 | GRAEBER ASSIGNMENT | 1/1/2007 | 427,030 | N/A (6) | N/A (6) | $ | 2,506.15 | $ | 30,073.80 | N/A (6) | $ | 2,506.15 | $ | 30,073.80 | N/A (6) | $ | 2,506.15 | $ | 30,073.80 | CPI OR 13% | ||||||||||||||||||||||||||||||||
8 |
07-0965 | SOUTHWIDE ASGMT. #80-0223 | EQUITABLE LIFE | 1/1/2007 | 451,370 | N/A (6) | N/A (6) | $ | 2,340.16 | $ | 28,081.92 | N/A (6) | $ | 2,340.16 | $ | 28,081.92 | N/A (6) | $ | 2,340.16 | $ | 28,081.92 | CPI OR 13% | ||||||||||||||||||||||||||||||||
9 |
07-0966 | SUPPLEMENTAL 15 (INTERNATIONAL PARK) | FEDEX PARKING-TCHULAHOMA | 1/1/2007 | 833,458 | $ | 0.2673 | $ | 0.2673 | $ | 18,565.28 | $ | 222,783.32 | $ | 0.2673 | $ | 18,565.28 | $ | 222,783.32 | $ | 0.2673 | $ | 18,565.28 | $ | 222,783.32 | CPI OR 13% | ||||||||||||||||||||||||||||
10 |
07-0967 | SUPPLEMENTAL 16 (INTERNATIONAL PARK) | FEDEX CONSTRUCTION STORAGE AREA | 1/1/2007(2) | 140,617 | $ | 0.2673 | $ | 0.2673 | $ | 3,132.24 | $ | 37,586.92 | $ | 0.2673 | $ | 3,132.24 | $ | 37,586.92 | $ | 0.2673 | $ | 3,132.24 | $ | 37,586.92 | CPI OR 13% | ||||||||||||||||||||||||||||
11 |
07-0968 | SUPPLEMENTAL 13 | UNIMPROVED GROUND/GSE STORAGE | 1/1/2007 | 187,217 | $ | 0.1525 | $ | 0.1906 | $ | 2,973.63 | $ | 35,683.56 | $ | 0.1906 | $ | 2,973.63 | $ | 35,683.56 | $ | 0.1906 | $ | 2,973.63 | $ | 35,683.56 | CPI OR 13% | ||||||||||||||||||||||||||||
12 |
07-0969 | SUPPLEMENTAL 27 | A-380 GSE STORAGE | 12/01/07 | 187,618 | $ | 0.1525 | $ | 0.1525 | $ | 2,384.31 | $ | 28,611.75 | $ | 0.1525 | $ | 2,384.31 | $ | 28,611.75 | $ | 0.1525 | $ | 2,384.31 | $ | 28,611.75 | CPI OR 13% | ||||||||||||||||||||||||||||
13 |
07-0970 | SUPPLEMENTAL 23 | A-380 RAMP | 1/1/2007 | 1,897,879 | $ | 0.1220 | $ | 0.1220 | $ | 19,295.10 | $ | 231,541.24 | $ | 0.1220 | $ | 19,295.10 | $ | 231,541.24 | $ | 0.1220 | $ | 19,295.10 | $ | 231,541.24 | CPI OR 13% | ||||||||||||||||||||||||||||
SUPPLEMENTAL 25 | A-380 GSE RAMP | 1/1/2007 | 319,113 | $ | 0.1525 | $ | 0.1906 | $ | 5,068.58 | $ | 60,822.94 | $ | 0.1906 | $ | 5,068.58 | $ | 60,822.94 | $ | 0.1906 | $ | 5,068.58 | $ | 60,822.94 | CPI OR 13% | ||||||||||||||||||||||||||||||
14 |
07-0971 | SUPPLEMENTAL 14 | UNIMPROVED APRON/DE-ICING EQUIPMENT STORAGE | 1/1/2007 | 428,616 | $ | 0.1525 | $ | 0.1906 | $ | 6,807.85 | $ | 81,694.21 | $ | 0.1906 | $ | 6,807.85 | $ | 81,694.21 | $ | 0.1906 | $ | 6,807.85 | $ | 81,694.21 | CPI OR 13% | ||||||||||||||||||||||||||||
15 |
07-0972 | N/A | SPRANKLE ROAD | 1/1/2007 | 200,695 | $ | 0.0000 | $ | 0.0000 | $ | 0.00 | $ | 0.00 | $ | 0.0000 | $ | 0.00 | $ | 0.00 | $ | 0.0000 | $ | 0.00 | $ | 0.00 | N/A | ||||||||||||||||||||||||||||
16 |
07-0973 | N/A | REPUBLIC ROAD | 1/1/2007 | 113,179 | $ | 0.0000 | $ | 0.0000 | $ | 0.00 | $ | 0.00 | $ | 0.0000 | $ | 0.00 | $ | 0.00 | $ | 0.0000 | $ | 0.00 | $ | 0.00 | N/A | ||||||||||||||||||||||||||||
17 |
07-0974 | SUPPLEMENTALS | ||||||||||||||||||||||||||||||||||||||||||||||||||||
1 Parcel 1, 2, 3, 4, 6 & 9 (UNIMP GROUND) | 1/1/2007 | 1,662,877 | $ | 0.1525 | $ | 0.1906 | $ | 26,412.03 | $ | 316,944.36 | $ | 0.1906 | $ | 26,412.03 | $ | 316,944.36 | $ | 0.1906 | $ | 26,412.03 | $ | 316,944.36 | CPI OR 13% | |||||||||||||||||||||||||||||||
1 Parcel 1, 2, 7, 9 (IMP APRON) | 1/1/2007 | 1,908,290 | $ | 0.1906 | $ | 0.2383 | $ | 37,895.46 | $ | 454,745.51 | $ | 0.2383 | $ | 37,895.46 | $ | 454,745.51 | $ | 0.2383 | $ | 37,895.46 | $ | 454,745.51 | CPI OR 13% | |||||||||||||||||||||||||||||||
Parcel 5 (INTERNATIONAL PARK) | 1/1/2007 | 24,000 | $ | 0.2673 | $ | 0.3341 | $ | 668.25 | $ | 8,019.00 | $ | 0.3341 | $ | 668.25 | $ | 8,019.00 | $ | 0.3341 | $ | 668.25 | $ | 8,019.00 | CPI OR 13% | |||||||||||||||||||||||||||||||
1 Parcel 8 (INTERNATIONAL PARK) | FUEL TANKS | 1/1/2007 | 247,254 | $ | 0.2673 | $ | 0.3341 | $ | 6,884.48 | $ | 82,613.74 | $ | 0.3341 | $ | 6,884.48 | $ | 82,613.74 | $ | 0.3341 | $ | 6,884.48 | $ | 82,613.74 | CPI OR 13% | ||||||||||||||||||||||||||||||
1 & 8 Parcel 12 (INETRNATIONAL PARK) | ARTC TRAINING BUILDING | 1/1/2007 | 117,915 | $ | 0.2673 | $ | 0.3341 | $ | 3,283.20 | $ | 39,398.35 | $ | 0.3341 | $ | 3,283.20 | $ | 39,398.35 | $ | 0.3341 | $ | 3,283.20 | $ | 39,398.35 | CPI OR 13% | ||||||||||||||||||||||||||||||
1 & 8 Parcel 11 (INTERNATIONAL PARK) | GAS STATION | 1/1/2007 | 45,359 | $ | 0.2673 | $ | 0.3341 | $ | 1,262.96 | $ | 15,155.58 | $ | 0.3341 | $ | 1,262.96 | $ | 15,155.58 | $ | 0.3341 | $ | 1,262.96 | $ | 15,155.58 | CPI OR 13% | ||||||||||||||||||||||||||||||
8 Parcel 9 (INTERNATIONAL PARK) | SOUTH RAMP, COURTYARD, SOUTHGATES | 1/1/2007 | 1,586,172 | $ | 0.2673 | $ | 0.3341 | $ | 44,164.98 | $ | 529,979.72 | $ | 0.3341 | $ | 44,164.98 | $ | 529,979.72 | $ | 0.3341 | $ | 44,164.98 | $ | 529,979.72 | CPI OR 13% | ||||||||||||||||||||||||||||||
Parcel 10 (INTERNATIONAL PARK) | SOUTHEASTERN RAMP, NORTH SECONDARY, | 1/1/2007 | 70,200 | $ | 0.2673 | $ | 0.3341 | $ | 1,954.63 | $ | 23,455.58 | $ | 0.3341 | $ | 1,954.63 | $ | 23,455.58 | $ | 0.3341 | $ | 1,954.63 | $ | 23,455.58 | CPI OR 13% | ||||||||||||||||||||||||||||||
Parcel 17 (INTERNATIONAL PARK) | NORTH INPUT, PRIMARY SORT, | 1/1/2007 | 4,333,659 | $ | 0.2673 | $ | 0.3341 | $ | 120,665.32 | $ | 1,447,983.81 | $ | 0.3341 | $ | 120,665.32 | $ | 1,447,983.81 | $ | 0.3341 | $ | 120,665.32 | $ | 1,447,983.81 | CPI OR 13% | ||||||||||||||||||||||||||||||
SMALL PACKAGE SORT SYSTEM, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
INTERNATIONAL INPUT, HEAVY WEIGHT, EAST RAMP | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
TAB-LINE MAINTENANCE | 1/1/2007 | 556,334 | $ | 0.2673 | $ | 0.3341 | $ | 15,490.42 | $ | 185,885.10 | $ | 0.3341 | $ | 15,490.42 | $ | 185,885.10 | $ | 0.3341 | $ | 15,490.42 | $ | 185,885.10 | CPI OR 13% | |||||||||||||||||||||||||||||||
10 Parcel 27A (IMP APRON) | PARCEL 27A | 1/1/2007 | 487,512 | $ | 0.1906 | $ | 0.2383 | $ | 9,681.18 | $ | 116,174.11 | $ | 0.2383 | $ | 9,681.18 | $ | 116,174.11 | $ | 0.2383 | $ | 9,681.18 | $ | 116,174.11 | CPI OR 13% | ||||||||||||||||||||||||||||||
11 Parcel A & B West (UNIMP GROUND) | NORTH RAMP | 1/1/2007 | 527,676 | $ | 0.1525 | $ | 0.1906 | $ | 8,381.25 | $ | 100,575.05 | $ | 0.1906 | $ | 8,381.25 | $ | 100,575.05 | $ | 0.1906 | $ | 8,381.25 | $ | 100,575.05 | CPI OR 13% | ||||||||||||||||||||||||||||||
5 Parcel 16 (INTERNATIONAL PARK) | 1/1/2007 | 796,312 | $ | 0.2673 | $ | 0.3341 | $ | 22,172.31 | $ | 266,067.75 | $ | 0.3341 | $ | 22,172.31 | $ | 266,067.75 | $ | 0.3341 | $ | 22,172.31 | $ | 266,067.75 | CPI OR 13% | |||||||||||||||||||||||||||||||
23 | GRAEBER ASSIGNMENT/TRUCKING OPERATION | 1/1/2007 | 261,460 | $ | 0.1029 | $ | 0.1286 | $ | 2,802.53 | $ | 33,630.32 | $ | 0.1286 | $ | 2,802.53 | $ | 33,630.32 | $ | 0.1286 | $ | 2,802.53 | $ | 33,630.32 | CPI OR 13% | ||||||||||||||||||||||||||||||
SUPPLEMENTAL 9 (INTERNATIONAL PARK) | PARKING AREA | 1/1/2007 | 18,933 | $ | 0.2673 | $ | 0.3341 | $ | 527.17 | $ | 6,325.99 | $ | 0.3341 | $ | 527.17 | $ | 6,325.99 | $ | 0.3341 | $ | 527.17 | $ | 6,325.99 | CPI OR 13% | ||||||||||||||||||||||||||||||
18 |
07-0975 | SUPPLEMENTAL 8 (INTERNATIONAL PARK) | DC-10 HANGAR (LAND) | 1/1/2007 | 552,730 | $ | 0.2673 | $ | 0.2673 | $ | 12,312.06 | $ | 147,744.73 | $ | 0.2673 | $ | 12,312.06 | $ | 147,744.73 | $ | 0.2673 | $ | 12,312.06 | $ | 147,744.73 | CPI OR 13% | ||||||||||||||||||||||||||||
18A |
07-0976 | BUILDING HAVING AN AREA OF 72,378 SQ FT & OTHER IMPROVEMENTS | DC-10 HANGAR (BUILDING) | 9/1/2012(4) | 72,378 | $ | 1.2600 | N/A | N/A | N/A | N/A | N/A | N/A | $ | 1.2600 | $ | 7,599.69 | $ | 91,196.28 | CPI OR 13% | ||||||||||||||||||||||||||||||||||
CONSTRUCTED ON PARCEL 18 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
19 |
07-0977 | SUPPLEMENTAL 8 (INTERNATIONAL PARK) | ENGINE SHOP | 1/1/2007 | 418,016 | $ | 0.2673 | $ | 0.2673 | $ | 9,311.31 | $ | 111,735.68 | $ | 0.2673 | $ | 9,311.31 | $ | 111,735.68 | $ | 0.2673 | $ | 9,311.31 | $ | 111,735.68 | CPI OR 13% | ||||||||||||||||||||||||||||
20 |
07-0978 | SUPPLEMENTAL 27 | WEST SIDE OF TANG | 3/1/2008 | 108,051 | $ | 0.1525 | $ | 0.1525 | $ | 1,373.15 | $ | 16,477.78 | $ | 0.1525 | $ | 1,373.15 | $ | 16,477.78 | $ | 0.1525 | $ | 1,373.15 | $ | 16,477.78 | CPI OR 13% | ||||||||||||||||||||||||||||
21 |
07-0979 | SUPPLEMENTAL 7 | DEMOCRAT VEHICLE PARKING | 1/1/2007 | 1,812,363 | $ | 0.1525 | $ | 0.1906 | $ | 28,786.37 | $ | 345,436.39 | $ | 0.1906 | $ | 28,786.37 | $ | 345,436.39 | $ | 0.1906 | $ | 28,786.37 | $ | 345,436.39 | CPI OR 13% | ||||||||||||||||||||||||||||
22 |
07-0980 | SUPPLEMENTAL 9 | DEMOCRAT VEHICLE PARKING | 1/1/2007 | 491,127 | $ | 0.1525 | $ | 0.1906 | $ | 7,800.73 | $ | 93,608.81 | $ | 0.1906 | $ | 7,800.73 | $ | 93,608.81 | $ | 0.1906 | $ | 7,800.73 | $ | 93,608.81 | CPI OR 13% | ||||||||||||||||||||||||||||
23 |
07-0981 | N/A | TAXIWAY SIERRA | 2/1/2009 | 248,711 | $ | 0.2400 | N/A | N/A | N/A | $ | 0.2400 | $ | 4,974.22 | $ | 59,690.64 | $ | 0.2400 | $ | 4,974.22 | $ | 59,690.64 | CPI OR 13% | |||||||||||||||||||||||||||||||
24 |
07-0982 | SORT FACILITY | 9/1/2009(5) | 292,000 | $ | 1.2600 | N/A | N/A | N/A | $ | 1.2600 | $ | 30,660.00 | $ | 367,920.00 | $ | 1.2600 | $ | 30,660.00 | $ | 367,920.00 | CPI OR 13% | ||||||||||||||||||||||||||||||||
25 |
07-0983 | N/A | DEMOCRAT PARKING AREA | 12/15/11(8) | 36,128 | $ | 0.1906 | N/A | N/A | N/A | N/A | N/A | N/A | $ | 0.1906 | $ | 573.83 | $ | 6,885.99 | CPI OR 13% |
Note 1:
(a) | Hangar 26 has been removed from Parcel 2 and, effective July 1, 2009, rent for Parcel 2 has been reduced by $1,322.50 per month, $15,870.00 per year. |
(b) | As of December 14, 2010, the date of Tenants beneficial occupancy of the Replacement Hangar, as defined in the Third Amendment to the Composite Lease Agreement, the annual rent will be reduced by $44,246.00 ($3,687.17 monthly). The rent rate for the 35,000 square foot Replacement Hangar will be $0.1906. |
(c) | As of December 14, 2010, the date of Tenants benefical occupancy of renovated Hangars 24, 25 and 27, the combined annual rent for these Hangars will be reduced by $23,458.05 (30% of $78,193.49). |
Note 2: In accordance with the Second Amendment to the Composite Lease Agreement, Parcel 10 will not be part of the demised premises between May 1, 2010, and December 31, 2011, and no rent will be payable with respect to that Parcel during that time period.
Note 3: Refer to Section 2.03(a)(i) of the Composite Lease Agreement for a further description of the rent adjustment summarized in this column.
Note 4: The Effective Date is subject to the operation and effect of Section 1.04(b) of the Composite Lease Agreement. When the Effective Date occurs, the rent for Parcel 18A will be calculated based upon a rental rate of $1.26 per square foot of building footprint area.
Note 5: The Effective Date is subject to the operation and effect of Section 1.04(b) of the Composite Lease Agreement. When the Effective Date occurs, the rent for Parcel 24 will be calculated based upon a rental rate of $1.26 per square foot of building footprint area.
Note 6: For Parcels 6, 7, and 8, the monthly rent for each is an amount previously agreed upon by the Parties, and is not calculated on any applicable current rate.
Note 7: Section 2.03(a)(i) of the Composite Lease Agreement will govern the escalation of the rent for Parcel 6 beginning July 1, 2018.
Note 8: In accordance with the terms of the 4th Amendment to the Composite Lease, rent for Parcel 25 began to accrue March 1, 2012 at the rate of $0.1906
Note 9: In accordance with the terms of the 5th Amendment to the Composite Lease, rent for the unimproved property that the 5th Amendment adds to Parcels 2 and 3 will begin to accrue on November 1, 2013 at the July 1, 2013 rental rate for unimproved property. (See Notes 3 and 7)
RATE & RATE ESCALATION |
CURRENT RATES | 7/1/2013 | ||||||
IMPROVED GROUND |
$ | 0.2383 | CPI-U | |||||
UNIMPROVED GROUND |
$ | 0.1906 | CPI-U |
Exhibit 10.6
EXECUTION VERSION
FIRST AMENDMENT
First Amendment, dated as of March 1, 2013 (this Amendment ), to the Credit Agreement dated as of April 26, 2011 (as amended, supplemented or otherwise modified from time to time, the Credit Agreement ), among FEDEX CORPORATION (the Borrower ), the several lenders from time to time party thereto (the Lenders ), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the Administrative Agent ) and the other agents party thereto. J.P. MORGAN SECURITIES LLC and CITIGROUP GLOBAL MARKETS INC. are acting as joint lead arrangers and joint bookrunners in connection with this Amendment.
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement, and the Borrower has requested that the Credit Agreement be amended as set forth herein;
WHEREAS, as permitted by Section 9.01 of the Credit Agreement, each affected Lender and the Administrative Agent are willing to agree to this Amendment upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree as follows:
SECTION 1. Defined Terms . Unless otherwise defined herein, capitalized terms are used herein as defined in the Credit Agreement as amended hereby.
SECTION 2. Amendments to Section 1.01 (Defined Terms) . Section 1.01 of the Credit Agreement is hereby amended by:
(a) | inserting the following new definition in the appropriate alphabetical order: |
First Amendment Effective Date means March 1, 2013.
(b) | deleting the reference to April 26, 2016 in the definition of Maturity Date and inserting in lieu thereof March 1, 2018; |
(c) | deleting the table in the definition of Pricing Grid and inserting in lieu thereof the following table: |
Applicable Rate | Applicable Rate | Commitment Fee | ||||||||||||
Level |
Index Debt Ratings |
(Eurodollar Loan) | (ABR Loan) | Rate | ||||||||||
Level 1 |
³ A from S&P or ³ A2 from Moodys | 0.750 | % | 0.00 | % | 0.080 | % | |||||||
Level 2 |
A- from S&P or A3 from Moodys | 0.875 | % | 0.00 | % | 0.100 | % | |||||||
Level 3 |
BBB+ from S&P or Baa1 from Moodys | 1.00 | % | 0.00 | % | 0.125 | % | |||||||
Level 4 |
BBB from S&P or Baa2 from Moodys | 1.25 | % | 0.25 | % | 0.150 | % | |||||||
Level 5 |
£ BBB- from S&P and £ Baa3 from Moodys | 1.50 | % | 0.50 | % | 0.225 | % |
SECTION 3. Amendments to Section 3.07 (Subsidiaries) . Section 3.07 of the Credit Agreement is hereby amended by inserting the phrase as of the First Amendment Effective Date immediately prior to the comma in the first sentence thereof.
SECTION 4. Amendments to Schedules .
(a) Schedule 2.01 to the Credit Agreement (Lenders and Commitments) is hereby amended in its entirety as set forth in Exhibit A hereto (and the Lenders hereby waive the requirements of Section 2.06 of the Credit Agreement to the extent necessary to reflect the changes to the Commitments set forth in Exhibit A hereto).
(b) Schedule 3.06 to the Credit Agreement (Disclosed Matters) is hereby amended in its entirety as set forth in Exhibit B hereto.
(c) Schedule 3.07 to the Credit Agreement (Significant Subsidiaries) is hereby amended in its entirety as set forth in Exhibit C hereto.
SECTION 5. Representations and Warranties . On and as of the date hereof, the Borrower hereby confirms and reaffirms that, after giving effect to this Amendment, (i) each of the representations and warranties set forth in Article III of the Credit Agreement are true and correct on and as of the date hereof (except to the extent that any such representation or warranty expressly relates to a specified earlier date, in which case such representation or warranty shall be true and correct as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing.
SECTION 6. Conditions to Effectiveness . This Amendment shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the First Amendment Effective Date ):
(a) The Administrative Agent (or its counsel) shall have received from the Borrower, the Administrative Agent and each Lender either a counterpart of this Amendment signed on behalf of such party or written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment.
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(b) The Administrative Agent shall have received an Acknowledgement and Consent substantially in the form attached hereto as Exhibit D , executed and delivered by each Guarantor.
(c) The Administrative Agent and the Lenders shall have received a written opinion from counsel to the Borrower, substantially in the form of Exhibit D to the Credit Agreement.
(d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the domestic Significant Subsidiaries and the authorization of this Amendment and the transactions hereunder, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(e) The Administrative Agent shall have received a certificate, dated as of the First Amendment Effective Date and signed by the President, Chief Executive Officer, or a Financial Officer of the Borrower, stating that (a) immediately after giving effect to this Amendment, the representations and warranties contained in Article III of the Credit Agreement are true and correct on and as of the First Amendment Effective Date (except to the extent that any such representation or warranty expressly relates to a specified earlier date, in which case such representation or warranty shall be true and correct as of such earlier date) and (b) as of the First Amendment Effective Date, both immediately before and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
(f) Since May 31, 2012, there has been no change in the business, property, financial condition or results of operations of the Borrower and its consolidated Subsidiaries taken as a whole which would reasonably be expected to have a Material Adverse Effect, and the Administrative Agent shall have received a written representation and warranty to such effect by the Borrower as of the First Amendment Effective Date.
(g) The Administrative Agent shall have received all fees required to be paid hereunder or under the Credit Agreement on or prior to the First Amendment Effective Date and all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under the Credit Agreement for which invoices have been presented to Borrower.
(h) The Administrative Agent shall have received all documentation and other information with respect to the Borrower and the Guarantors as required by bank regulatory authorities under applicable know your customer and anti-money laundering rules and regulations, including the Patriot Act.
(i) No Loans shall be outstanding on the First Amendment Effective Date and all accrued interest and fees outstanding under the Credit Agreement on the First Amendment Effective Date shall have been paid by the Borrower to the Administrative Agent.
SECTION 7. Continuing Effect; No Other Amendments or Consents .
(a) Except as expressly provided herein, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect. The amendments provided for herein are limited to the specific subsections of the Credit Agreement specified herein and shall not constitute a consent, waiver or amendment of, or an indication of the Administrative Agents or the Lenders willingness to consent to any action requiring consent under any other provisions of the Credit Agreement or the same subsection for any other date or time period. Upon the
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effectiveness of the amendments set forth herein, on and after the First Amendment Effective Date, each reference in the Credit Agreement to this Agreement, the Agreement, hereunder, hereof or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to Credit Agreement, thereunder, thereof or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.
(b) The Borrower agrees with respect to each Loan Document to which it is a party that all of its obligations and liabilities under such Loan Document shall remain in full force and effect on a continuous basis in accordance with the terms and conditions of such Loan Document after giving effect to this Amendment.
(c) The Borrower and the other parties hereto acknowledge and agree that this Amendment shall constitute a Loan Document.
SECTION 8. Expenses . The Borrower agrees to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of this Amendment, and any other documents prepared in connection herewith and the consummation and administration of the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent as separately agreed by the Administrative Agent and the Borrower.
SECTION 9. Counterparts . This Amendment may be executed in any number of counterparts by the parties hereto (including by facsimile and electronic (e.g., .pdf, or .tif) transmission), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument.
SECTION 10. GOVERNING LAW . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
FEDEX CORPORATION, as Borrower | ||||
By: |
/s/ Michael C. Lenz |
|||
Name: | Michael C. Lenz | |||
Title: | Corporate Vice President and Treasurer |
Signature Page to First Amendment
JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender |
||||
By: |
/s/ Aized Rabbani |
|||
Name: | Aized Rabbani | |||
Title: | Executive Director |
Signature Page to First Amendment
Bank of America, N.A., as a Lender |
||
By: |
/s/ Christopher M. Wozniak |
|
Name: | Christopher M. Wozniak | |
Title: | Vice President |
Signature Page to First Amendment
CITIBANK, N.A. as a Lender |
||
By: |
/s/ Thomas J. Hollahan |
|
Name: | Thomas J. Hollahan | |
Title: | Managing Director and Vice President |
Signature Page to First Amendment
The Bank of Nova Scotia, as a Lender |
||
By: |
/s/ Justin Perdue |
|
Name: | Justin Perdue | |
Title: | Director |
Signature Page to First Amendment
BNP Paribas, as a Lender |
||
By: |
/s/ Andrew Strait |
|
Name: | Andrew Strait | |
Title: | Managing Director | |
By: |
/s/ Todd Grossnickle |
|
Name: | Todd Grossnickle | |
Title: | Vice President |
Signature Page to First Amendment
Deutsche Bank AG New York Branch, as a Lender |
||
By: |
/s/ Ming K. Chu |
|
Name: | Ming K. Chu | |
Title: | Vice President | |
By: |
/s/ Heidi Sandquist |
|
Name: | Heidi Sandquist | |
Title: | Director |
Signature Page to First Amendment
Goldman Sachs Bank USA, as a Lender |
||
By: |
/s/ Mark Walton |
|
Name: | Mark Walton | |
Title: | Authorized Signatory |
Signature Page to First Amendment
MIZUHO CORPORATE BANK (USA), | ||
By: |
/s/ Donna DeMagistris |
|
Name: | Donna DeMagistris | |
Title: | Senior Vice President |
Signature Page to First Amendment
Regions Bank as a Lender |
||
By: |
/s/ Bryan W. Ford |
|
Name: | Bryan W. Ford | |
Title: | Senior Vice President |
Signature Page to First Amendment
SunTrust Bank, as a Lender |
||
By: |
/s/ Chris Hursey |
|
Name: | Chris Hursey | |
Title: | Vice President |
Signature Page to First Amendment
WELLS FARGO BANK, N.A., as a Lender |
||
By: |
/s/ Reginald M. Goldsmith III |
|
Name: | Reginald M. Goldsmith III | |
Title: | Managing Director |
Signature Page to First Amendment
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender |
||
By: |
/s/ Ravneet Mumick |
|
Name: | Ravneet Mumick | |
Title: | Director |
Signature Page to First Amendment
The Bank of New York Mellon, as a Lender |
||
By: |
/s/ Jeffrey Dears |
|
Name: | Jeffrey Dears | |
Title: | Vice President |
Signature Page to First Amendment
LENDER:
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES , as a Lender |
||
By: |
/s/ Matthew Havens |
|
Name: | Matthew Havens | |
Title: | Vice President | |
By: |
/s/ Diane Pockaj |
|
Name: | Diane Pockaj | |
Title: | Managing Director |
[Signature Page to the First Amendment in favor of FedEx Corporation]
Fifth Third Bank, an Ohio Banking Corporation, as a Lender |
||
By: |
/s/ Lisa R. Cook |
|
Name: | Lisa R. Cook | |
Title: | Vice President |
Signature Page to First Amendment
HSBC BANK USA, NATIONAL ASSOCIATION , as a Lender |
||
By: |
/s/ Patrick D. Mueller |
|
Name: | Patrick D. Mueller | |
Title: | Director |
Signature Page to First Amendment
KEYBANK NATIONAL ASSOCIATION, as a Lender |
||
By: |
/s/ Suzannah Valdivia |
|
Name: | Suzannah Valdivia | |
Title: | Vice President |
Signature Page to First Amendment
Morgan Stanley Bank, N.A., as a Lender |
||
By: |
/s/ Michael King |
|
Name: | Michael King | |
Title: | Authorized Signatory |
Signature Page to First Amendment
PNC Bank, National Association, as a Lender |
||
By: |
/s/ Mary Ann Amshoff |
|
Name: | Mary Ann Amshoff | |
Title: | Vice President |
Signature Page to First Amendment
SUMITOMO MITSUI BANKING CORPORATION as a Lender |
||
By: |
/s/ Shuji Yabe |
|
Name: | Shuji Yabe | |
Title: | Managing Director |
Signature Page to First Amendment
U.S. BANK NATIONAL ASSOCIATION, as a Lender |
||
By: |
/s/ Edward B. Hanson |
|
Name: | Edward B. Hanson | |
Title: | Vice President |
Signature Page to First Amendment
First Tennessee Bank National Association, as a Lender |
||
By: |
/s/ Sharon Shipley |
|
Name: | Sharon Shipley | |
Title: | Vice President |
Signature Page to First Amendment
KBC Bank NV, as a Lender |
||
By: |
/s/ Katherine S. McCarthy |
|
Name: | Katherine S. McCarthy | |
Title: | Director | |
By: |
/s/ Susan M. Silver |
|
Name: | Susan M. Silver | |
Title: | Managing Director |
Signature Page to First Amendment
STANDARD CHARTERED BANK, as a Lender |
||
By: |
/s/ Johanna Minaya |
|
Name: | Johanna Minaya | |
Title: | Associate Director | |
Capital Markets | ||
By: |
/s/ Robert K. Reddington |
|
Name: | Robert K. Reddington | |
Title: | Credit Documentation Manager | |
Credit Documentation Unit, WB Legal-Americas |
Signature Page to First Amendment
STATE STREET BANK AND TRUST COMPANY, as a Lender |
||
By: |
/s/ Juan G. Sierra |
|
Name: | Juan G. Sierra | |
Title: | Vice President |
Signature Page to First Amendment
Exhibit A
SCHEDULE 2.01
Lenders and Commitments
Lender |
Commitment | |||
JPMorgan Chase Bank, N.A. |
$ | 92,000,000 | ||
Bank of America, N.A. |
$ | 72,000,000 | ||
Citibank, N.A. |
$ | 92,000,000 | ||
The Bank of Nova Scotia |
$ | 72,000,000 | ||
BNP Paribas |
$ | 47,000,000 | ||
Deutsche Bank AG New York Branch |
$ | 42,000,000 | ||
Goldman Sachs Bank USA |
$ | 70,000,000 | ||
Mizuho Corporate Bank (USA) |
$ | 37,000,000 | ||
Regions Bank |
$ | 42,000,000 | ||
SunTrust Bank |
$ | 47,000,000 | ||
Wells Fargo Bank, N.A. |
$ | 37,000,000 | ||
The Bank of Tokyo-Mitsubishi UFJ, Ltd. |
$ | 25,000,000 | ||
The Bank of New York Mellon |
$ | 25,000,000 | ||
Commerzbank AG |
$ | 25,000,000 | ||
Fifth Third Bank |
$ | 25,000,000 | ||
HSBC Bank USA, National Association |
$ | 25,000,000 | ||
Keybank National Association |
$ | 25,000,000 | ||
Morgan Stanley Bank, N.A. |
$ | 45,000,000 | ||
PNC Bank, National Association |
$ | 25,000,000 |
Sumitomo Mitsui Banking Corporation |
$ | 25,000,000 | ||
US Bank National Association |
$ | 25,000,000 | ||
First Tennessee Bank National Association |
$ | 20,000,000 | ||
KBC Bank |
$ | 20,000,000 | ||
Standard Chartered Bank |
$ | 20,000,000 | ||
State Street Bank and Trust Company |
$ | 20,000,000 | ||
Total |
$ | 1,000,000,000 |
Exhibit B
SCHEDULE 3.06
Disclosed Matters
The matters described under Note 7 to the financial statements included in the Borrowers Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2012, relevant excerpts of which are set forth below.
Independent Contractor Lawsuits and State Administrative Proceedings . FedEx Ground is involved in numerous class-action lawsuits (including 30 that have been certified as class actions), individual lawsuits and state tax and other administrative proceedings that claim that the companys owner-operators should be treated as employees, rather than independent contractors.
Most of the class-action lawsuits were consolidated for administration of the pre-trial proceedings by a single federal court, the U.S. District Court for the Northern District of Indiana. The multidistrict litigation court granted class certification in 28 cases and denied it in 14 cases. On December 13, 2010, the court entered an opinion and order addressing all outstanding motions for summary judgment on the status of the owner-operators ( i.e., independent contractor vs. employee). In sum, the court has now ruled on our summary judgment motions and entered judgment in favor of FedEx Ground on all claims in 20 of the 28 multidistrict litigation cases that had been certified as class actions, finding that the owner-operators in those cases were contractors as a matter of the law of the following states: Alabama, Arizona, Georgia, Indiana, Kansas (the court previously dismissed without prejudice the nationwide class claim under the Employee Retirement Income Security Act of 1974 based on the plaintiffs failure to exhaust administrative remedies), Louisiana, Maryland, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, West Virginia and Wisconsin. The plaintiffs filed notices of appeal in all of these 20 cases. The Seventh Circuit heard the appeal in the Kansas case in January 2012 and, in July 2012, issued an opinion that did not make a determination with respect to the correctness of the district courts decision and, instead, certified two questions to the Kansas Supreme Court related to the classification of the plaintiffs as independent contractors under the Kansas Wage Payment Act. The other 19 cases that are before the Seventh Circuit remain stayed pending a decision of the Kansas Supreme Court.
The multidistrict litigation court remanded the other eight certified class actions back to the district courts where they were originally filed because its summary judgment ruling did not completely dispose of all of the claims in those lawsuits. Specifically, in the five cases in Arkansas, California, Florida, and Oregon (two certified cases), the courts ruling granted summary judgment in FedEx Grounds favor on all of the certified claims but did not decide the uncertified claims. In the three cases filed in Kentucky, Nevada and New Hampshire, the court ruled in favor of FedEx Ground on some of the claims and against FedEx Ground on at least one claim. In May 2012, the Oregon district court dismissed the two Oregon cases, but in June 2012, the plaintiffs in both cases filed notices of appeal with the Ninth Circuit Court of Appeals. We settled the individual claims in the California case for an immaterial amount, and in November
2012, the plaintiffs filed notices of appeal as to the certified claims to the Ninth Circuit Court of Appeals. In June 2012, the Kentucky district court ruled in favor of FedEx Ground on certain of the plaintiffs claims, thereby reducing our potential exposure in the matter.
In January 2008, one of the contractor-model lawsuits that is not part of the multidistrict litigation, Anfinson v. FedEx Ground , was certified as a class action by a Washington state court. The plaintiffs in Anfinson represent a class of single-route, pickup-and-delivery owner-operators in Washington from December 21, 2001 through December 31, 2005 and allege that the class members should be reimbursed as employees for their uniform expenses and should receive overtime pay. In March 2009, a jury trial in the Anfinson case was held, and the jury returned a verdict in favor of FedEx Ground, finding that all 320 class members were independent contractors, not employees. The plaintiffs appealed the verdict. In December 2010, the Washington Court of Appeals reversed and remanded for further proceedings, including a new trial. We filed a motion to reconsider, and this motion was denied. In March 2011, we filed a discretionary appeal with the Washington Supreme Court, and in August 2011, that petition was granted. The Washington Supreme Court heard oral argument in February 2012. In July 2012, the Washington Supreme Court affirmed the Washington Court of Appeals reversal of the jury verdict and remanded the case to the trial court.
In August 2010, another one of the contractor-model lawsuits that is not part of the multidistrict litigation, Rascon v. FedEx Ground , was certified as a class action by a Colorado state court. The plaintiff in Rascon represents a class of single-route, pickup-and-delivery owner-operators in Colorado who drove vehicles weighing less than 10,001 pounds at any time from August 27, 2005 through the present. The lawsuit seeks unpaid overtime compensation, and related penalties and attorneys fees and costs, under Colorado law. Our applications for appeal challenging this class certification decision have been rejected. We settled this matter for an immaterial amount, subject to court approval, in June 2012.
In August 2012, another one of the contractor-model lawsuits that was not part of the multidistrict litigation, Scovil v. FedEx Ground , was certified as a class action by the federal district court in Maine. The court certified two state law claims seeking overtime and alleged illegal deductions; class notices were sent out to 143 potential class members; and three individuals opted out. The court also previously certified an opt-in class for the Fair Labor Standards Act claims, and 21 people opted into this class.
Other contractor-model cases that are not or are no longer part of the multidistrict litigation are in varying stages of litigation.
With respect to the state administrative proceedings relating to the classification of FedEx Grounds owner-operators as independent contractors, during the second quarter of 2011, the attorney general in New York filed a lawsuit against FedEx Ground challenging the validity of the contractor model.
Adverse determinations in matters related to FedEx Grounds independent contractors could, among other things, entitle certain of our contractors and their drivers to the reimbursement of certain expenses and to the benefit of wage-and-hour laws and result in employment and withholding tax and benefit liability for FedEx Ground, and could result in changes to the independent contractor status of FedEx Grounds owner-operators in certain jurisdictions.
Other Matters . In August 2010, a third-party consultant who works with shipping customers to negotiate lower rates filed a lawsuit in federal district court in California against FedEx and United Parcel Service, Inc. (UPS) alleging violations of U.S. antitrust law. This matter was dismissed in May 2011, but the court granted the plaintiff permission to file an amended complaint, which FedEx received in June 2011. In November 2011, the court granted our motion to dismiss this complaint, but again allowed the plaintiff to file an amended complaint. The plaintiff filed a new complaint in December 2011, and the matter remains pending before the court. In February 2011, shortly after the initial lawsuit was filed, we received a demand for the production of information and documents in connection with a civil investigation by the U.S. Department of Justice (DOJ) into the policies and practices of FedEx and UPS for dealing with third-party consultants who work with shipping customers to negotiate lower rates. In November 2012, the DOJ served a civil investigative demand on the third-party consultant seeking all pleadings, depositions and documents produced in the lawsuit.
We have received requests for information from the DOJ in the Northern District of California in connection with a criminal investigation relating to the transportation of packages for online pharmacies that may have shipped pharmaceuticals in violation of federal law. We responded to grand jury subpoenas issued in June 2008 and August 2009 and to additional requests for information pursuant to those subpoenas, and we continue to respond and cooperate with the investigation.
Exhibit C
SCHEDULE 3.07
Significant Subsidiaries
Significant Subsidiary |
Percent Ownership | Jurisdiction of Organization | ||||
Federal Express Corporation |
100 | % | Delaware | |||
Federal Express International, Inc. 1 |
100 | % | Delaware | |||
FedEx Ground Package System, Inc. |
100 | % | Delaware | |||
FedEx Corporate Services, Inc. |
100 | % | Delaware | |||
FedEx TechConnect, Inc. 2 |
100 | % | Delaware |
1 |
Federal Express International, Inc. is a direct wholly-owned subsidiary of Federal Express Corporation. |
2 |
FedEx TechConnect, Inc. is a direct wholly-owned subsidiary of FedEx Corporate Services, Inc. |
Exhibit D
Form of Acknowledgement and Consent
March 1, 2013
Reference is made to the Credit Agreement dated as of April 26, 2011 (as amended from time to time, the Credit Agreement ), among others, FedEx Corporation, the Lenders and other parties thereto and JPMorgan Chase Bank, N.A., as administrative agent. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit Agreement.
Each of the parties hereto hereby acknowledges and consents to the First Amendment, dated as of March 1, 2013 (the First Amendment ), to the Credit Agreement, and agrees with respect to each Loan Document to which it is a party that all of its obligations and liabilities under such Loan Document shall remain in full force and effect on a continuous basis in accordance with the terms and conditions of such Loan Document after giving effect to the First Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgement and Consent to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.
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Name: | ||
Title: |
EXHIBIT 12.1
FEDEX CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(UNAUDITED)
(IN MILLIONS, EXCEPT RATIOS)
Nine Months Ended | ||||||||||||||||||||||||||||
February
28,
2013 |
February
29,
2012 |
Year Ended May 31, | ||||||||||||||||||||||||||
2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||||||||||||||||
Earnings: |
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Income before income taxes |
$ | 1,983 | $ | 2,293 | $ | 3,141 | $ | 2,265 | $ | 1,894 | $ | 677 | $ | 2,016 | ||||||||||||||
Add back: |
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Interest expense, net of capitalized interest |
54 | 37 | 52 | 86 | 79 | 85 | 98 | |||||||||||||||||||||
Amortization of debt issuance costs |
4 | 4 | 5 | 16 | 14 | 5 | 5 | |||||||||||||||||||||
Portion of rent expense representative of interest factor |
607 | 636 | 797 | 852 | 806 | 795 | 784 | |||||||||||||||||||||
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Earnings as adjusted |
$ | 2,648 | $ | 2,970 | $ | 3,995 | $ | 3,219 | $ | 2,793 | $ | 1,562 | $ | 2,903 | ||||||||||||||
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Fixed Charges: |
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Interest expense, net of capitalized interest |
$ | 54 | $ | 37 | $ | 52 | $ | 86 | $ | 79 | $ | 85 | $ | 98 | ||||||||||||||
Capitalized interest |
37 | 65 | 85 | 71 | 80 | 71 | 50 | |||||||||||||||||||||
Amortization of debt issuance costs |
4 | 4 | 5 | 16 | 14 | 5 | 5 | |||||||||||||||||||||
Portion of rent expense representative of interest factor |
607 | 636 | 797 | 852 | 806 | 795 | 784 | |||||||||||||||||||||
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$ | 702 | $ | 742 | $ | 939 | $ | 1,025 | $ | 979 | $ | 956 | $ | 937 | |||||||||||||||
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Ratio of Earnings to Fixed Charges |
3.8 | 4.0 | 4.3 | 3.1 | 2.9 | 1.6 | 3.1 | |||||||||||||||||||||
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EXHIBIT 15.1
The Board of Directors and Stockholders
FedEx Corporation
We are aware of the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-171232, 333-03443, 333-45037, 333-71065, 333-34934, 333-100572, 333-111399, 333-121418, 333-130619, 333-156333 and Form S-3 Nos. 333-160953 and 333-183989) of FedEx Corporation and in the related Prospectuses, of our report dated March 21, 2013, relating to the unaudited condensed consolidated interim financial statements of FedEx Corporation that are included in its Form 10-Q for the quarter ended February 28, 2013.
/s/ Ernst & Young LLP
Memphis, Tennessee |
March 21, 2013 |
EXHIBIT 31.1
CERTIFICATION 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
I, Frederick W. Smith, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of FedEx Corporation (the registrant); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: March 21, 2013 | ||||
/s/ Frederick W. Smith |
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Frederick W. Smith | ||||
Chairman, President and Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION 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
I, Alan B. Graf, Jr., certify that:
1. | I have reviewed this quarterly report on Form 10-Q of FedEx Corporation (the registrant); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: March 21, 2013 | ||||
/s/ Alan B. Graf, Jr. |
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Alan B. Graf, Jr. | ||||
Executive Vice President and Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of FedEx Corporation (FedEx) on Form 10-Q for the period ended February 28, 2013 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Frederick W. Smith, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of FedEx. |
Date: March 21, 2013 | ||||
/s/ Frederick W. Smith |
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Frederick W. Smith | ||||
Chairman, President and Chief Executive Officer |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of FedEx Corporation (FedEx) on Form 10-Q for the period ended February 28, 2013 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Alan B. Graf, Jr., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of FedEx. |
Date: March 21, 2013 | ||||
/s/ Alan B. Graf, Jr. |
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Alan B. Graf, Jr. | ||||
Executive Vice President and Chief Financial Officer |