UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED November 30, 2014
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 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
942 South Shady Grove Road Memphis, Tennessee | 38120 | |
(Address of principal executive offices) | (ZIP Code) |
(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 þ 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 þ 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 þ |
Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ | |||
(Do not check if a 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 þ
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 December 17, 2014 | |
Common Stock, par value $0.10 per share |
283,312,620 |
INDEX
- 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)
Three Months Ended
November 30, |
Six Months Ended
November 30, |
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2014 | 2013 | 2014 | 2013 | |||||||||||||
REVENUES |
$ | 11,939 | $ | 11,403 | $ | 23,623 | $ | 22,427 | ||||||||
OPERATING EXPENSES: |
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Salaries and employee benefits |
4,304 | 4,148 | 8,493 | 8,225 | ||||||||||||
Purchased transportation |
2,185 | 2,040 | 4,239 | 3,919 | ||||||||||||
Rentals and landing fees |
663 | 648 | 1,323 | 1,288 | ||||||||||||
Depreciation and amortization |
651 | 647 | 1,302 | 1,286 | ||||||||||||
Fuel |
1,052 | 1,136 | 2,172 | 2,240 | ||||||||||||
Maintenance and repairs |
543 | 479 | 1,099 | 959 | ||||||||||||
Other |
1,528 | 1,478 | 2,995 | 2,888 | ||||||||||||
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10,926 | 10,576 | 21,623 | 20,805 | |||||||||||||
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OPERATING INCOME |
1,013 | 827 | 2,000 | 1,622 | ||||||||||||
OTHER INCOME (EXPENSE): |
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Interest, net |
(47 | ) | (30 | ) | (95 | ) | (57 | ) | ||||||||
Other, net |
5 | (5 | ) | 3 | (7 | ) | ||||||||||
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(42 | ) | (35 | ) | (92 | ) | (64 | ) | |||||||||
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INCOME BEFORE INCOME TAXES |
971 | 792 | 1,908 | 1,558 | ||||||||||||
PROVISION FOR INCOME TAXES |
355 | 292 | 686 | 569 | ||||||||||||
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NET INCOME |
$ | 616 | $ | 500 | $ | 1,222 | $ | 989 | ||||||||
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EARNINGS PER COMMON SHARE: |
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Basic |
$ | 2.17 | $ | 1.58 | $ | 4.30 | $ | 3.13 | ||||||||
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Diluted |
$ | 2.14 | $ | 1.57 | $ | 4.24 | $ | 3.10 | ||||||||
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DIVIDENDS DECLARED PER COMMON SHARE |
$ | 0.20 | $ | 0.15 | $ | 0.60 | $ | 0.45 | ||||||||
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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
November 30, |
Six Months Ended
November 30, |
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2014 | 2013 | 2014 | 2013 | |||||||||||||
NET INCOME |
$ | 616 | $ | 500 | $ | 1,222 | $ | 989 | ||||||||
OTHER COMPREHENSIVE INCOME (LOSS): |
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Foreign currency translation adjustments, net of tax of $14, $6, $23 and $4 |
(122 | ) | 45 | (153 | ) | (34 | ) | |||||||||
Amortization of unrealized pension actuarial gains/losses and other, net of tax of $17, $25, $35 and $50 |
29 | 43 | 60 | 85 | ||||||||||||
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(93 | ) | 88 | (93 | ) | 51 | |||||||||||
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COMPREHENSIVE INCOME |
$ | 523 | $ | 588 | $ | 1,129 | $ | 1,040 | ||||||||
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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)
Six Months Ended
November 30, |
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2014 | 2013 | |||||||
Operating Activities: |
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Net income |
$ | 1,222 | $ | 989 | ||||
Adjustments to reconcile net income to cash provided by operating activities: |
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Depreciation and amortization |
1,302 | 1,286 | ||||||
Provision for uncollectible accounts |
78 | 65 | ||||||
Stock-based compensation |
79 | 71 | ||||||
Deferred income taxes and other noncash items |
57 | 201 | ||||||
Changes in assets and liabilities: |
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Receivables |
(317 | ) | (385 | ) | ||||
Other assets |
(46 | ) | (126 | ) | ||||
Accounts payable and other liabilities |
(201 | ) | (476 | ) | ||||
Other, net |
(23 | ) | (16 | ) | ||||
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Cash provided by operating activities |
2,151 | 1,609 | ||||||
Investing Activities: |
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Capital expenditures |
(1,890 | ) | (1,690 | ) | ||||
Proceeds from asset dispositions and other |
7 | 19 | ||||||
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Cash used in investing activities |
(1,883 | ) | (1,671 | ) | ||||
Financing Activities: |
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Principal payments on debt |
(1 | ) | (3 | ) | ||||
Proceeds from stock issuances |
189 | 380 | ||||||
Excess tax benefit on the exercise of stock options |
23 | 20 | ||||||
Dividends paid |
(114 | ) | (95 | ) | ||||
Purchase of treasury stock |
(947 | ) | (1,219 | ) | ||||
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Cash used in financing activities |
(850 | ) | (917 | ) | ||||
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Effect of exchange rate changes on cash |
(60 | ) | (3 | ) | ||||
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Net decrease in cash and cash equivalents |
(642 | ) | (982 | ) | ||||
Cash and cash equivalents at beginning of period |
2,908 | 4,917 | ||||||
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Cash and cash equivalents at end of period |
$ | 2,266 | $ | 3,935 | ||||
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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, 2014 (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 November 30, 2014, the results of our operations for the three- and six-month periods ended November 30, 2014 and 2013 and cash flows for the six-month periods ended November 30, 2014 and 2013. Operating results for the three- and six-month periods ended November 30, 2014 are not necessarily indicative of the results that may be expected for the year ending May 31, 2015.
Except as otherwise specified, references to years indicate our fiscal year ending May 31, 2015 or ended May 31 of the year referenced and comparisons are to the corresponding period of the prior year.
BUSINESS ACQUISITIONS . Subsequent to November 30, 2014, FedEx entered into agreements to acquire two businesses, expanding our portfolio in e-commerce and supply chain solutions. On December 15, 2014, we entered into an agreement to acquire GENCO Distribution Systems, Inc., one of the largest third-party logistics providers in North America. This acquisition is expected to be completed in early calendar year 2015, subject to customary closing conditions. The financial results of this business will be included in the FedEx Ground segment from the date of acquisition and are expected to be immaterial to our 2015 results.
In addition, on December 16, 2014, FedEx acquired Bongo International, LLC, a leader in cross border enablement technologies and solutions. The financial results of this acquired business will be included in the FedEx Express segment from the date of acquisition and are expected to be immaterial to our 2015 results.
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 October 2014, FedEx Express formally requested assistance from the National Mediation Board (NMB) to mediate the negotiations. The NMB is the U.S. governmental agency that oversees labor agreements for entities covered by the Railway Labor Act of 1926, as amended (Railway Labor Act). The progression of negotiations into the mediation stage has no impact on our operations. In addition to our pilots at FedEx Express, certain 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 $31 million for the three-month period ended November 30, 2014 and $79 million for the six-month period ended November 30, 2014. Our stock-based compensation expense was $26 million for the three-month period ended November 30, 2013 and $71 million for the six-month period ended November 30, 2013. Due to its immateriality, additional disclosures related to stock-based compensation have been excluded from this quarterly report.
RECENT ACCOUNTING GUIDANCE. New accounting rules and disclosure requirements can significantly impact our reported results and the comparability of our financial statements. These matters are described in our Annual Report.
We believe that no other new accounting guidance was adopted or issued during the first six months of 2015 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. In September 2014, our Board of Directors authorized the repurchase of up to 15 million shares of common stock. It is expected that the share authorization will primarily be utilized to offset equity compensation dilution over the next several years. During the second quarter of 2015, we repurchased 1.0 million shares of FedEx common stock at an average price of $156 per share for a total of $156 million. As of November 30, 2014, 14 million shares remained under the share repurchase authorization.
- 8 -
FEDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
DIVIDENDS DECLARED PER COMMON SHARE. On November 21, 2014, our Board of Directors declared a quarterly dividend of $0.20 per share of common stock. The dividend will be paid on January 2, 2015 to stockholders of record as of the close of business on December 12, 2014. 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) Accumulated Other Comprehensive Income (Loss)
The following table provides changes in accumulated other comprehensive income (loss) (AOCI), net of tax, reported in our condensed consolidated financial statements for the periods ended November 30 (in millions; amounts in parentheses indicate debits to AOCI):
Three Months Ended | Six Months Ended | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Foreign currency translation gain (loss): |
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Balance at beginning of period |
$ | 46 | $ | 23 | $ | 77 | $ | 102 | ||||||||
Translation adjustments |
(122 | ) | 45 | (153 | ) | (34 | ) | |||||||||
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Balance at end of period |
(76 | ) | 68 | (76 | ) | 68 | ||||||||||
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Retirement plans adjustments: |
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Balance at beginning of period |
(3,740 | ) | (3,880 | ) | (3,771 | ) | (3,922 | ) | ||||||||
Reclassifications from AOCI |
29 | 43 | 60 | 85 | ||||||||||||
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Balance at end of period |
(3,711 | ) | (3,837 | ) | (3,711 | ) | (3,837 | ) | ||||||||
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Accumulated other comprehensive loss at end of period |
$ | (3,787 | ) | $ | (3,769 | ) | $ | (3,787 | ) | $ | (3,769 | ) | ||||
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The following table presents details of the reclassifications from AOCI for the periods ended November 30 (in millions; amounts in parentheses indicate debits to earnings):
Amount Reclassified from
AOCI |
Affected Line Item in the Income Statement |
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Three Months Ended | Six Months Ended | |||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||
Retirement plans: |
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Amortization of actuarial losses and other |
$ | (75 | ) | $ | (97 | ) | $ | (153 | ) | $ | (192 | ) | Salaries and employee benefits | |||||
Amortization of prior service credits |
29 | 29 | 58 | 57 | Salaries and employee benefits | |||||||||||||
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Total before tax |
(46 | ) | (68 | ) | (95 | ) | (135 | ) | ||||||||||
Income tax benefit |
17 | 25 | 35 | 50 | Provision for income taxes | |||||||||||||
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AOCI reclassifications, net of tax |
$ | (29 | ) | $ | (43 | ) | $ | (60 | ) | $ | (85 | ) | Net income | |||||
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- 9 -
FEDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
(3) Financing Arrangements
We have 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.
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. The agreement contains a financial covenant, which requires us to maintain a leverage ratio of adjusted debt to capital that does not exceed 70%. Our leverage ratio of adjusted debt to capital was 57% at November 30, 2014. 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. See our Annual Report for a description of the term and covenant details of our revolving credit facility.
Long-term debt, exclusive of capital leases, had a carrying value of $4.7 billion at November 30, 2014 and May 31, 2014, compared with an estimated fair value of $5.1 billion at November 30, 2014 and $5.0 billion at May 31, 2014. 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.
(4) Computation of Earnings Per Share
The calculation of basic and diluted earnings per common share for the periods ended November 30 was as follows (in millions, except per share amounts):
Three Months Ended | Six Months Ended | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Basic earnings per common share: |
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Net earnings allocable to common shares (1) |
$ | 615 | $ | 499 | $ | 1,220 | $ | 988 | ||||||||
Weighted-average common shares |
283 | 315 | 284 | 316 | ||||||||||||
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Basic earnings per common share |
$ | 2.17 | $ | 1.58 | $ | 4.30 | $ | 3.13 | ||||||||
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Diluted earnings per common share: |
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Net earnings allocable to common shares (1) |
$ | 615 | $ | 499 | $ | 1,220 | $ | 988 | ||||||||
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Weighted-average common shares |
283 | 315 | 284 | 316 | ||||||||||||
Dilutive effect of share-based awards |
4 | 4 | 4 | 3 | ||||||||||||
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Weighted-average diluted shares |
287 | 319 | 288 | 319 | ||||||||||||
Diluted earnings per common share |
$ | 2.14 | $ | 1.57 | $ | 4.24 | $ | 3.10 | ||||||||
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Anti-dilutive options excluded from diluted earnings per common share |
2.2 | 2.5 | 2.2 | 6.2 | ||||||||||||
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(1) | Net earnings available to participating securities were immaterial in all periods presented. |
- 10 -
FEDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
(5) 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 November 30 were as follows (in millions):
Three Months Ended | Six Months Ended | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
U.S. domestic and international pension plans |
$ | 65 | $ | 121 | $ | 133 | $ | 242 | ||||||||
U.S. domestic and international defined contribution plans |
94 | 88 | 188 | 177 | ||||||||||||
U.S. domestic and international postretirement healthcare plans |
20 | 19 | 40 | 39 | ||||||||||||
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$ | 179 | $ | 228 | $ | 361 | $ | 458 | |||||||||
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Net periodic benefit cost of the pension and postretirement healthcare plans for the periods ended November 30 included the following components (in millions):
Three Months Ended | Six Months Ended | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Pension Plans |
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Service cost |
$ | 164 | $ | 164 | $ | 328 | $ | 328 | ||||||||
Interest cost |
275 | 263 | 550 | 526 | ||||||||||||
Expected return on plan assets |
(420 | ) | (374 | ) | (840 | ) | (747 | ) | ||||||||
Recognized actuarial losses and other |
46 | 68 | 95 | 135 | ||||||||||||
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$ | 65 | $ | 121 | $ | 133 | $ | 242 | |||||||||
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Three Months Ended | Six Months Ended | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Postretirement Healthcare Plans |
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Service cost |
$ | 10 | $ | 9 | $ | 20 | $ | 19 | ||||||||
Interest cost |
10 | 10 | 20 | 20 | ||||||||||||
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$ | 20 | $ | 19 | $ | 40 | $ | 39 | |||||||||
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Contributions to our tax qualified U.S. domestic pension plans (U.S. Pension Plans) for the six-month periods ended November 30 were as follows:
2014 | 2013 | |||||||||||
Required |
$ | 247 | $ | 315 | ||||||||
Voluntary |
83 | 15 | ||||||||||
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$ | 330 | $ | 330 | |||||||||
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In December 2014, we made an additional contribution of $165 million to our U.S. Pension Plans. Our U.S. Pension Plans have ample funds to meet expected benefit payments. Following this December 2014 payment, for the remainder of 2015, we have no required contributions to our U.S. Pension Plans; however, we expect to make approximately $160 million in voluntary contributions to our U.S. Pension Plans.
- 11 -
FEDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
(6) 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 U.S. provider of less-than-truckload (LTL) freight services.
Our reportable segments include the following businesses:
FedEx Express Segment |
FedEx Express (express transportation) |
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FedEx Trade Networks (air and ocean freight forwarding and customs brokerage) |
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FedEx SupplyChain Systems (logistics services) |
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FedEx Ground Segment |
FedEx Ground (small-package ground delivery) |
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FedEx SmartPost (small-parcel consolidator) |
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FedEx Freight Segment |
FedEx Freight (LTL freight transportation) |
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FedEx Custom Critical (time-critical transportation) |
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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) |
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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 their natural expense line items.
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. 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.
Operating expenses for each of our transportation segments include the allocations from the FedEx Services segment to the respective transportation segments. These allocations also include charges and credits for administrative services provided between operating companies. 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 and our allocation methodologies are refined as necessary to reflect changes in our businesses.
During the first quarter of 2015, we ceased allocating to our transportation segments the costs associated with our corporate headquarters division. These costs included services related to general oversight functions, including executive officers and certain legal and finance functions. This change allows for additional transparency and improved management of our corporate oversight costs. These costs are included in Corporate, eliminations and other in our segment reporting and reconciliations. Prior year amounts have been revised to conform to the current year segment presentation. This change did not impact our condensed consolidated financial statements included in Note 10.
- 12 -
FEDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
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.
The following table provides a reconciliation of reportable segment revenues and operating income to our unaudited condensed consolidated financial statement totals for the three-month periods ended November 30 (in millions):
Three Months Ended | Six Months Ended | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues |
||||||||||||||||
FedEx Express segment |
$ | 7,024 | $ | 6,844 | $ | 13,886 | $ | 13,449 | ||||||||
FedEx Ground segment |
3,063 | 2,849 | 6,023 | 5,579 | ||||||||||||
FedEx Freight segment |
1,585 | 1,434 | 3,194 | 2,858 | ||||||||||||
FedEx Services segment |
394 | 391 | 768 | 766 | ||||||||||||
Eliminations and other |
(127 | ) | (115 | ) | (248 | ) | (225 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 11,939 | $ | 11,403 | $ | 23,623 | $ | 22,427 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating Income |
||||||||||||||||
FedEx Express segment (1) |
$ | 484 | $ | 357 | $ | 853 | $ | 630 | ||||||||
FedEx Ground segment (1) |
465 | 439 | 1,010 | 922 | ||||||||||||
FedEx Freight segment (1) |
112 | 83 | 280 | 182 | ||||||||||||
Corporate, eliminations and other (1) |
(48 | ) | (52 | ) | (143 | ) | (112 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 1,013 | $ | 827 | $ | 2,000 | $ | 1,622 | |||||||||
|
|
|
|
|
|
|
|
(1) | Prior year amounts have been revised to conform to the current year segment presentation regarding the allocation of corporate headquarters costs. |
- 13 -
FEDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
(7) Commitments
As of November 30, 2014, our purchase commitments under various contracts for the remainder of 2015 and annually thereafter were as follows (in millions):
Aircraft and
Aircraft-Related |
Other (1) | Total | ||||||||||
2015 (remainder) |
$ | 709 | $ | 452 | $ | 1,161 | ||||||
2016 |
1,230 | 329 | 1,559 | |||||||||
2017 |
1,033 | 175 | 1,208 | |||||||||
2018 |
1,402 | 101 | 1,503 | |||||||||
2019 |
1,022 | 58 | 1,080 | |||||||||
Thereafter |
4,472 | 101 | 4,573 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 9,868 | $ | 1,216 | $ | 11,084 | ||||||
|
|
|
|
|
|
(1) | Primarily equipment, advertising contracts and contributions to our U.S. Pension Plans, which are further described in Note 5. |
The amounts reflected in the table above for purchase commitments represent noncancelable agreements to purchase goods or services. As of November 30, 2014, 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. 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.
During September 2014, FedEx Express entered into an agreement to purchase four additional B767F aircraft, the delivery of which will begin in 2017 and continue through 2019.
We had $500 million in deposits and progress payments as of November 30, 2014 on aircraft purchases and other planned aircraft-related transactions. These deposits are classified in the Other assets caption of our consolidated balance sheets. In addition to our commitment to purchase B777Fs and B767Fs, our aircraft purchase commitments include the Boeing 757 (B757) aircraft 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 November 30, 2014 with the year of expected delivery:
B757 | B767F | B777F | Total | |||||||||||||
2015 (remainder) |
1 | 8 | | 9 | ||||||||||||
2016 |
| 11 | 2 | 13 | ||||||||||||
2017 |
| 12 | | 12 | ||||||||||||
2018 |
| 11 | 2 | 13 | ||||||||||||
2019 |
| 6 | 2 | 8 | ||||||||||||
Thereafter |
| | 12 | 12 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
1 | 48 | 18 | 67 | ||||||||||||
|
|
|
|
|
|
|
|
- 14 -
FEDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
A summary of future minimum lease payments under noncancelable operating leases with an initial or remaining term in excess of one year at November 30, 2014 is as follows (in millions):
Operating Leases | ||||||||||||
Aircraft
and Related Equipment |
Facilities
and Other |
Total
Operating Leases |
||||||||||
2015 (remainder) |
$ | 391 | $ | 791 | $ | 1,182 | ||||||
2016 |
461 | 1,561 | 2,022 | |||||||||
2017 |
399 | 1,684 | 2,083 | |||||||||
2018 |
329 | 1,264 | 1,593 | |||||||||
2019 |
273 | 1,091 | 1,364 | |||||||||
Thereafter |
551 | 7,097 | 7,648 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 2,404 | $ | 13,488 | $ | 15,892 | ||||||
|
|
|
|
|
|
Future minimum lease payments under capital leases were immaterial at November 30, 2014. 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.
(8) 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.
Independent Contractor Lawsuits and State Administrative Proceedings. FedEx Ground is involved in numerous class-action lawsuits (including 26 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 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 20 states. 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 were stayed pending a decision of the Kansas Supreme Court.
On October 3, 2014, the Kansas Supreme Court determined that a 20 factor right to control test applies to claims under the Kansas Wage Payment Act and concluded that under that test, the class members were employees, not independent contractors. The case was subsequently transferred back to the Seventh Circuit, where both parties made filings requesting the action necessary to complete the resolution of the appeals. The parties also made recommendations to the court regarding next steps for the other 19 cases that are before the Seventh Circuit. FedEx Ground has requested that each of those cases be separately briefed given the potential differences in the applicable state law from that in Kansas. During the second quarter of 2015, we established an accrual for the estimated probable loss in the Kansas case that was required to be recognized pursuant to applicable accounting standards. This amount was immaterial.
- 15 -
FEDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
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. Three of these matters settled for immaterial amounts. The courts have granted final approval of two of the three settlements, while the other settlement remains subject to court approval. One of the cases is on appeal with the Court of Appeals for the Eleventh Circuit and three cases, which had been decided in our favor by the respective district courts in Oregon and California, were appealed to the Ninth Circuit Court of Appeals. The last case is currently pending in the Eastern District of Arkansas.
On August 27, 2014, the Ninth Circuit reversed the district court decisions and held that the plaintiffs in California and Oregon were employees as a matter of law. In each case, we asked the court to reconsider and petitioned for en banc review by the full Ninth Circuit Court of Appeals, which was denied. On October 30, 2014, the cases were remanded to their respective district courts for further proceedings.
During the first quarter of 2015, we established an accrual for the estimated probable loss in this case that was required to be recognized pursuant to applicable accounting standards. This amount was immaterial. Material exposure above the accrued amount, however, is reasonably possible, and accordingly we have undertaken a process to attempt to estimate a range of reasonably possible loss based on currently available information relating to the case. This process has included attempting to evaluate what facts may arise in the course of discovery and what legal rulings the courts may render and how these facts and rulings might impact FedEx Grounds loss. For a number of reasons, we are not currently able to estimate a range of reasonably possible loss in excess of the amount accrued. The number and identities of plaintiffs in these lawsuits are uncertain, as they are dependent on how the class of full-time drivers is defined and how many individuals will qualify based on whatever criteria may be established. In addition, the parties have conducted only very limited discovery into damages, which could vary considerably from plaintiff to plaintiff and be dependent on evidence pertaining to individual plaintiffs, which has yet to be produced in the case. Further, the range of potential loss could be impacted substantially by future rulings by the courts, including on the merits of the claims, on FedEx Grounds defenses, and on evidentiary issues.
With respect to the matters that are pending outside of the Ninth Circuit, it is reasonably possible that potential loss in some of these lawsuits or changes to the independent contractor status of FedEx Grounds owner-operators could be material. We have undertaken a process to attempt to estimate a range of reasonably possible loss based on currently available information relating to these cases. Similar to our analysis of loss contingency in the Ninth Circuit cases, this process has included attempting to evaluate what facts may arise in the course of discovery and what legal rulings the courts may render and how these facts and rulings might impact FedEx Grounds loss. As a consequence of many of the same factors described above, as well as others that are specific to these cases, we are not currently able to estimate a range of reasonably possible loss. We do not believe that a material loss is probable in these matters.
In addition, we are defending contractor-model cases that are not or are no longer part of the multidistrict litigation. These cases are in varying stages of litigation, and we do not expect to incur a material loss in any of these matters.
Adverse determinations in matters related to FedEx Grounds independent contractors, could, among other things, entitle certain of our owner-operators 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.
City and State of New York Cigarette Suit. On December 30, 2013, the City of New York filed suit against FedEx Express and FedEx Ground arising from our alleged shipments of cigarettes to New York City residents. The claims against FedEx Express were subsequently dismissed. On March 30, 2014, the complaint was amended adding the State of New York as a plaintiff. Beyond the addition of the State as a plaintiff, the amended complaint contains several amplifications of the previous claims. First, the claims now relate to four shippers, none of which continues to ship in our network. Second, the amended complaint contains a count for violation of the Assurance of Compliance (AOC) we had previously entered into with the State of New York, claiming that since 2006, FedEx has made shipments of cigarettes to residences in New York in violation of the AOC. Lastly, the amendment contains new theories of Racketeer Influenced and Corrupt Organizations Act violations. In May 2014, we filed a motion to dismiss almost all of the claims. On November 12, 2014 the City and State of New York filed a separate but almost identical lawsuit that includes two additional shippers. Loss in these lawsuits is reasonably possible, but the amount of any loss is expected to be immaterial.
- 16 -
FEDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
Environmental Matters. SEC regulations require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions that management reasonably believes could exceed $100,000.
In February 2014, FedEx Ground received oral communications from District Attorneys Offices (representing Californias county environmental authorities) and the California Attorney Generals Office (representing the California Division of Toxic Substances Control) that they were seeking civil penalties for alleged violations of the states hazardous waste regulations. Specifically, the California environmental authorities alleged that FedEx Ground improperly generates and/or handles, stores and transports hazardous waste from its stations to its hubs in California. In April 2014, FedEx Ground filed a declaratory judgment action in the United States District Court for the Eastern District of California against the Director of the California Division of Toxic Substances Control and the county District Attorneys with whom we have been negotiating. In June 2014, the California Attorney General filed a complaint against FedEx Ground in Sacramento County Superior Court alleging violations of FedEx Ground as described above. The County District Attorneys filed a similar complaint in Sacramento County Superior Court in July 2014. Loss in this matter is reasonably possible, however, the amount of any loss is expected to be immaterial.
On January 14, 2014, the U.S. Department of Justice (DOJ) issued a Grand Jury Subpoena to FedEx Express relating to an asbestos matter previously investigated by the U.S. Environmental Protection Agency. On May 1, 2014, the DOJ informed us that it had determined to continue to pursue the matter as a criminal case, citing seven asbestos-related regulatory violations associated with removal of roof materials from a hangar in Puerto Rico during cleaning and repair activity, as well as violation of waste disposal requirements. Loss is reasonably possible; however, the amount of any loss is expected to be immaterial.
Department of Justice Indictment Internet Pharmacy Shipments. In the past, we 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. In July 2014, the DOJ filed a criminal indictment in the United States District Court for the Northern District of California in connection with the matter. A superseding indictment was filed in August 2014. The indictment alleges that FedEx Corporation, FedEx Express and FedEx Services, together with certain pharmacies, conspired to unlawfully distribute controlled substances, unlawfully distributed controlled substances and conspired to unlawfully distribute misbranded drugs. The superseding indictment adds conspiracy to launder money counts related to services provided to and payments from online pharmacies. We continue to believe that our employees have acted in good faith at all times and that we have not engaged in any illegal activities.
Accordingly, we will vigorously defend ourselves in this matter. If we are convicted, remedies could include fines, penalties, forfeiture and compliance conditions. Given the early stage of this proceeding, we cannot estimate the amount or range of loss, if any; however, it is reasonably possible that it could be material if we are convicted.
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
- 17 -
FEDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
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 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, the amount of any loss is expected to be immaterial.
On June 30, 2014, we received a Statement of Objections from the French Competition Authority (FCA) addressed to FedEx Express France, formerly known as TATEX, regarding an investigation by the FCA into anticompetitive behavior that is alleged to have occurred primarily in the framework of trade association meetings that included the former general managers of TATEX prior to our acquisition of that company in July 2012. In September 2014, FedEx Express France submitted its observations in response to the Statement of Objections to the FCA. Given the early stage of this matter, we cannot yet determine the amount or range of potential loss; however, it is reasonably possible that it could be material.
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.
(9) Supplemental Cash Flow Information
Cash paid for interest expense and income taxes for the six-month periods ended November 30 was as follows (in millions):
2014 | 2013 | |||||||
Cash payments for: |
||||||||
Interest (net of capitalized interest) |
$ | 103 | $ | 64 | ||||
|
|
|
|
|||||
Income taxes |
$ | 760 | $ | 626 | ||||
Income tax refunds received |
(5 | ) | (36 | ) | ||||
|
|
|
|
|||||
Cash tax payments, net |
$ | 755 | $ | 590 | ||||
|
|
|
|
(10) 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 100% owned by FedEx, guarantee $4.5 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):
- 18 -
FEDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
CONDENSED CONSOLIDATING BALANCE SHEETS
(UNAUDITED)
November 30, 2014
- 19 -
FEDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
CONDENSED CONSOLIDATING BALANCE SHEETS
May 31, 2014
- 20 -
FEDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended November 30, 2014
Parent |
Guarantor
Subsidiaries |
Non-
guarantor Subsidiaries |
Eliminations | Consolidated | ||||||||||||||||
REVENUES |
$ | | $ | 9,926 | $ | 2,108 | $ | (95 | ) | $ | 11,939 | |||||||||
OPERATING EXPENSES: |
||||||||||||||||||||
Salaries and employee benefits |
23 | 3,729 | 552 | | 4,304 | |||||||||||||||
Purchased transportation |
| 1,468 | 764 | (47 | ) | 2,185 | ||||||||||||||
Rentals and landing fees |
2 | 577 | 86 | (2 | ) | 663 | ||||||||||||||
Depreciation and amortization |
1 | 595 | 55 | | 651 | |||||||||||||||
Fuel |
| 1,028 | 24 | | 1,052 | |||||||||||||||
Maintenance and repairs |
| 507 | 36 | | 543 | |||||||||||||||
Intercompany charges, net |
(48 | ) | (50 | ) | 98 | | | |||||||||||||
Other |
22 | 1,239 | 313 | (46 | ) | 1,528 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
| 9,093 | 1,928 | (95 | ) | 10,926 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
OPERATING INCOME |
| 833 | 180 | | 1,013 | |||||||||||||||
OTHER INCOME (EXPENSE): |
||||||||||||||||||||
Equity in earnings of subsidiaries |
616 | 103 | | (719 | ) | | ||||||||||||||
Interest, net |
(53 | ) | 5 | 1 | | (47 | ) | |||||||||||||
Intercompany charges, net |
54 | (59 | ) | 5 | | | ||||||||||||||
Other, net |
(1 | ) | 2 | 4 | | 5 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
INCOME BEFORE INCOME TAXES |
616 | 884 | 190 | (719 | ) | 971 | ||||||||||||||
Provision for income taxes |
| 319 | 36 | | 355 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
NET INCOME |
$ | 616 | $ | 565 | $ | 154 | $ | (719 | ) | $ | 616 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
COMPREHENSIVE INCOME |
$ | 642 | $ | 543 | $ | 57 | $ | (719 | ) | $ | 523 | |||||||||
|
|
|
|
|
|
|
|
|
|
- 21 -
FEDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended November 30, 2013
Parent |
Guarantor
Subsidiaries |
Non-
guarantor Subsidiaries |
Eliminations | Consolidated | ||||||||||||||||
REVENUES |
$ | | $ | 9,447 | $ | 2,042 | $ | (86 | ) | $ | 11,403 | |||||||||
OPERATING EXPENSES: |
||||||||||||||||||||
Salaries and employee benefits |
24 | 3,568 | 556 | | 4,148 | |||||||||||||||
Purchased transportation |
| 1,340 | 739 | (39 | ) | 2,040 | ||||||||||||||
Rentals and landing fees |
2 | 563 | 85 | (2 | ) | 648 | ||||||||||||||
Depreciation and amortization |
1 | 595 | 51 | | 647 | |||||||||||||||
Fuel |
| 1,111 | 25 | | 1,136 | |||||||||||||||
Maintenance and repairs |
| 447 | 32 | | 479 | |||||||||||||||
Intercompany charges, net |
(50 | ) | (24 | ) | 74 | | | |||||||||||||
Other |
23 | 1,192 | 308 | (45 | ) | 1,478 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
| 8,792 | 1,870 | (86 | ) | 10,576 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
OPERATING INCOME |
| 655 | 172 | | 827 | |||||||||||||||
OTHER INCOME (EXPENSE): |
||||||||||||||||||||
Equity in earnings of subsidiaries |
500 | 133 | | (633 | ) | | ||||||||||||||
Interest, net |
(35 | ) | 5 | | | (30 | ) | |||||||||||||
Intercompany charges, net |
36 | (41 | ) | 5 | | | ||||||||||||||
Other, net |
(1 | ) | (3 | ) | (1 | ) | | (5 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
INCOME BEFORE INCOME TAXES |
500 | 749 | 176 | (633 | ) | 792 | ||||||||||||||
Provision for income taxes |
| 251 | 41 | | 292 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
NET INCOME |
$ | 500 | $ | 498 | $ | 135 | $ | (633 | ) | $ | 500 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
COMPREHENSIVE INCOME |
$ | 540 | $ | 506 | $ | 175 | $ | (633 | ) | $ | 588 | |||||||||
|
|
|
|
|
|
|
|
|
|
- 22 -
FEDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Six Months Ended November 30, 2014
Parent |
Guarantor
Subsidiaries |
Non-
guarantor Subsidiaries |
Eliminations | Consolidated | ||||||||||||||||
REVENUES |
$ | | $ | 19,695 | $ | 4,112 | $ | (184 | ) | $ | 23,623 | |||||||||
OPERATING EXPENSES: |
||||||||||||||||||||
Salaries and employee benefits |
53 | 7,335 | 1,105 | | 8,493 | |||||||||||||||
Purchased transportation |
| 2,854 | 1,475 | (90 | ) | 4,239 | ||||||||||||||
Rentals and landing fees |
3 | 1,149 | 174 | (3 | ) | 1,323 | ||||||||||||||
Depreciation and amortization |
1 | 1,190 | 111 | | 1,302 | |||||||||||||||
Fuel |
| 2,123 | 49 | | 2,172 | |||||||||||||||
Maintenance and repairs |
| 1,029 | 70 | | 1,099 | |||||||||||||||
Intercompany charges, net |
(143 | ) | (48 | ) | 191 | | | |||||||||||||
Other |
86 | 2,404 | 596 | (91 | ) | 2,995 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
| 18,036 | 3,771 | (184 | ) | 21,623 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
OPERATING INCOME |
| 1,659 | 341 | | 2,000 | |||||||||||||||
OTHER INCOME (EXPENSE): |
||||||||||||||||||||
Equity in earnings of subsidiaries |
1,222 | 201 | | (1,423 | ) | | ||||||||||||||
Interest, net |
(106 | ) | 9 | 2 | | (95 | ) | |||||||||||||
Intercompany charges, net |
108 | (118 | ) | 10 | | | ||||||||||||||
Other, net |
(2 | ) | (1 | ) | 6 | | 3 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
INCOME BEFORE INCOME TAXES |
1,222 | 1,750 | 359 | (1,423 | ) | 1,908 | ||||||||||||||
Provision for income taxes |
| 588 | 98 | | 686 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
NET INCOME |
$ | 1,222 | $ | 1,162 | $ | 261 | $ | (1,423 | ) | $ | 1,222 | |||||||||
|
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|
|
|
|
|
|
|
|
|||||||||||
COMPREHENSIVE INCOME |
$ | 1,276 | $ | 1,137 | $ | 139 | $ | (1,423 | ) | $ | 1,129 | |||||||||
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- 23 -
FEDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Six Months Ended November 30, 2013
Parent |
Guarantor
Subsidiaries |
Non-
guarantor Subsidiaries |
Eliminations | Consolidated | ||||||||||||||||
REVENUES |
$ | | $ | 18,675 | $ | 3,920 | $ | (168 | ) | $ | 22,427 | |||||||||
OPERATING EXPENSES: |
||||||||||||||||||||
Salaries and employee benefits |
55 | 7,082 | 1,088 | | 8,225 | |||||||||||||||
Purchased transportation |
| 2,582 | 1,412 | (75 | ) | 3,919 | ||||||||||||||
Rentals and landing fees |
3 | 1,121 | 167 | (3 | ) | 1,288 | ||||||||||||||
Depreciation and amortization |
1 | 1,184 | 101 | | 1,286 | |||||||||||||||
Fuel |
| 2,192 | 48 | | 2,240 | |||||||||||||||
Maintenance and repairs |
| 896 | 63 | | 959 | |||||||||||||||
Intercompany charges, net |
(111 | ) | (30 | ) | 141 | | | |||||||||||||
Other |
52 | 2,325 | 601 | (90 | ) | 2,888 | ||||||||||||||
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|
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|
|||||||||||
| 17,352 | 3,621 | (168 | ) | 20,805 | |||||||||||||||
|
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|
|
|
|
|
|
|
|||||||||||
OPERATING INCOME |
| 1,323 | 299 | | 1,622 | |||||||||||||||
OTHER INCOME (EXPENSE): |
||||||||||||||||||||
Equity in earnings of subsidiaries |
989 | 243 | | (1,232 | ) | | ||||||||||||||
Interest, net |
(69 | ) | 10 | 2 | | (57 | ) | |||||||||||||
Intercompany charges, net |
71 | (82 | ) | 11 | | | ||||||||||||||
Other, net |
(2 | ) | (5 | ) | | | (7 | ) | ||||||||||||
|
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|
|
|
|
|
|
|
|||||||||||
INCOME BEFORE INCOME TAXES |
989 | 1,489 | 312 | (1,232 | ) | 1,558 | ||||||||||||||
Provision for income taxes |
| 483 | 86 | | 569 | |||||||||||||||
|
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|
|
|
|
|
|
|
|
|||||||||||
NET INCOME |
$ | 989 | $ | 1,006 | $ | 226 | $ | (1,232 | ) | $ | 989 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
COMPREHENSIVE INCOME |
$ | 1,068 | $ | 1,013 | $ | 191 | $ | (1,232 | ) | $ | 1,040 | |||||||||
|
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- 24 -
FEDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended November 30, 2014
Parent |
Guarantor
Subsidiaries |
Non-guarantor
Subsidiaries |
Eliminations | Consolidated | ||||||||||||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
$ | (458 | ) | $ | 2,335 | $ | 257 | $ | 17 | $ | 2,151 | |||||||||
INVESTING ACTIVITIES |
||||||||||||||||||||
Capital expenditures |
(1 | ) | (1,809 | ) | (80 | ) | | (1,890 | ) | |||||||||||
Proceeds from asset dispositions and other |
(1 | ) | 17 | (9 | ) | | 7 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CASH USED IN INVESTING ACTIVITIES |
(2 | ) | (1,792 | ) | (89 | ) | | (1,883 | ) | |||||||||||
FINANCING ACTIVITIES |
||||||||||||||||||||
Net transfers from (to) Parent |
601 | (610 | ) | 9 | | | ||||||||||||||
Payment on loan between subsidiaries |
| 143 | (143 | ) | | | ||||||||||||||
Intercompany dividends |
| 22 | (22 | ) | | | ||||||||||||||
Principal payments on debt |
| (1 | ) | | | (1 | ) | |||||||||||||
Proceeds from stock issuances |
189 | | | | 189 | |||||||||||||||
Excess tax benefit on the exercise of stock options |
23 | | | | 23 | |||||||||||||||
Dividends paid |
(114 | ) | | | | (114 | ) | |||||||||||||
Purchase of treasury stock |
(947 | ) | | | | (947 | ) | |||||||||||||
Other, net |
| (39 | ) | 39 | | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CASH USED IN FINANCING ACTIVITIES |
(248 | ) | (485 | ) | (117 | ) | | (850 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Effect of exchange rate changes on cash |
| (17 | ) | (43 | ) | | (60 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net (decrease) increase in cash and cash equivalents |
(708 | ) | 41 | 8 | 17 | (642 | ) | |||||||||||||
Cash and cash equivalents at beginning of period |
1,756 | 441 | 861 | (150 | ) | 2,908 | ||||||||||||||
|
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|
|
|
|
|
|
|
|
|||||||||||
Cash and cash equivalents at end of period |
$ | 1,048 | $ | 482 | $ | 869 | $ | (133 | ) | $ | 2,266 | |||||||||
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- 25 -
FEDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended November 30, 2013
Parent |
Guarantor
Subsidiaries |
Non-guarantor
Subsidiaries |
Eliminations | Consolidated | ||||||||||||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
$ | (139 | ) | $ | 1,545 | $ | 246 | $ | (43 | ) | $ | 1,609 | ||||||||
INVESTING ACTIVITIES |
||||||||||||||||||||
Capital expenditures |
| (1,521 | ) | (169 | ) | | (1,690 | ) | ||||||||||||
Proceeds from asset dispositions and other |
| 19 | | | 19 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CASH USED IN INVESTING ACTIVITIES |
| (1,502 | ) | (169 | ) | | (1,671 | ) | ||||||||||||
FINANCING ACTIVITIES |
||||||||||||||||||||
Net transfers from (to) Parent |
(31 | ) | 64 | (33 | ) | | | |||||||||||||
Payment on loan between subsidiaries |
| (33 | ) | 33 | | | ||||||||||||||
Intercompany dividends |
| 22 | (22 | ) | | | ||||||||||||||
Principal payments on debt |
| (3 | ) | | | (3 | ) | |||||||||||||
Proceeds from stock issuances |
380 | | | | 380 | |||||||||||||||
Excess tax benefit on the exercise of stock options |
20 | | | | 20 | |||||||||||||||
Dividends paid |
(95 | ) | | | | (95 | ) | |||||||||||||
Purchase of treasury stock |
(1,219 | ) | | | | (1,219 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES |
(945 | ) | 50 | (22 | ) | | (917 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Effect of exchange rate changes on cash |
| (6 | ) | 3 | | (3 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net (decrease) increase in cash and cash equivalents |
(1,084 | ) | 87 | 58 | (43 | ) | (982 | ) | ||||||||||||
Cash and cash equivalents at beginning of period |
3,892 | 405 | 717 | (97 | ) | 4,917 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash and cash equivalents at end of period |
$ | 2,808 | $ | 492 | $ | 775 | $ | (140 | ) | $ | 3,935 | |||||||||
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- 26 -
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 November 30, 2014, and the related condensed consolidated statements of income and comprehensive income for the three-month and six-month periods ended November 30, 2014 and 2013 and the condensed consolidated statements of cash flows for the six-month periods ended November 30, 2014 and 2013. 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, 2014, and the related consolidated statements of income, comprehensive income, changes in stockholders investment, and cash flows for the year then ended not presented herein, and in our report dated July 14, 2014, 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, 2014, 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
December 18, 2014
- 27 -
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, 2014 (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 U.S. 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, communications and certain 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. Additional information on our businesses can also be found in our Annual Report.
The key indicators necessary to understand our operating results include:
| the overall customer demand for our various services based on macro-economic factors and the global economy; |
| the volumes of transportation services provided through our networks, primarily measured by our average daily volume and shipment weight; |
| the mix of services purchased by our customers; |
| the prices we obtain for our services, primarily measured by yield (revenue per package or pound or revenue per hundredweight and shipment for LTL freight shipments); |
| our ability to manage our cost structure (capital expenditures and operating expenses) to match shifting volume levels; and |
| the timing and amount of fluctuations in fuel prices and our ability to offset these fluctuations 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. The line item Other operating expenses predominantly includes costs associated with outside service contracts (such as security, facility services and cargo handling), insurance, professional fees, uniforms and advertising.
- 28 -
Except as otherwise specified, references to years indicate our fiscal year ending May 31, 2015 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 November 30:
Three Months Ended |
Percent
Change |
Six Months Ended |
Percent
Change |
|||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Revenues |
$ | 11,939 | $ | 11,403 | 5 | $ | 23,623 | $ | 22,427 | 5 | ||||||||||||||
Operating income |
1,013 | 827 | 22 | 2,000 | 1,622 | 23 | ||||||||||||||||||
Operating margin |
8.5 | % | 7.3 | % | 120 | bp | 8.5 | % | 7.2 | % | 130 | bp | ||||||||||||
Net income |
$ | 616 | $ | 500 | 23 | $ | 1,222 | $ | 989 | 24 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Diluted earnings per share |
$ | 2.14 | $ | 1.57 | 36 | $ | 4.24 | $ | 3.10 | 37 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The following table shows changes in revenues and operating income by reportable segment for the periods ended November 30, 2014 compared to November 30, 2013 (dollars in millions):
Change in
Revenues |
Percent Change in
Revenue |
Change in
Operating Income |
Percent Change in
Operating Income |
|||||||||||||||||||||||||||||
Three
Months Ended |
Six
Months Ended |
Three
Months Ended |
Six
Months Ended |
Three
Months Ended |
Six
Months Ended |
Three
Months Ended |
Six
Months Ended |
|||||||||||||||||||||||||
FedEx Express segment |
$ | 180 | $ | 437 | 3 | 3 | $ | 127 | $ | 223 | 36 | 35 | ||||||||||||||||||||
FedEx Ground segment |
214 | 444 | 8 | 8 | 26 | 88 | 6 | 10 | ||||||||||||||||||||||||
FedEx Freight segment |
151 | 336 | 11 | 12 | 29 | 98 | 35 | 54 | ||||||||||||||||||||||||
FedEx Services segment |
3 | 2 | 1 | | | | | | ||||||||||||||||||||||||
Corporate, eliminations and other |
(12 | ) | (23 | ) | 10 | 10 | 4 | (31 | ) | (8 | ) | 28 | ||||||||||||||||||||
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|
|
|
|
|
|
|
|||||||||||||||||||||||||
$ | 536 | $ | 1,196 | 5 | 5 | $ | 186 | $ | 378 | 22 | 23 | |||||||||||||||||||||
|
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|
|
|
|
|
|
Overview
Our earnings for the second quarter and first half of 2015 increased due to continued revenue growth in each of our transportation segments from higher volumes and yield. Our results for the second quarter and first half of 2015 were positively impacted by the benefits from the profit improvement programs commenced in 2013, lower pension expense and the net impact of fuel. These factors were partially offset by higher maintenance expense due to the timing of aircraft maintenance events.
Share repurchases had a $0.16 year-over-year positive impact on the second quarter earnings per diluted share and a $0.31 impact on the first half of 2015 earnings per diluted share.
- 29 -
The following graphs for FedEx Express, FedEx Ground and FedEx Freight show selected volume trends (in thousands) over the five most recent quarters:
(1) | International domestic average daily package volume represents our international intra-country express operations. |
- 30 -
The following graphs for FedEx Express, FedEx Ground and FedEx Freight show selected yield trends over the five most recent quarters:
Revenue
Revenues increased 5% in the second quarter and first half of 2015 due to improved performance at all our transportation segments. At FedEx Ground, revenues increased 8% in the second quarter and first half of 2015 due to higher volume from continued growth in both our commercial business and FedEx Home Delivery service, as well as increased yields primarily resulting from rate increases. At FedEx Express, revenues increased 3% in the second quarter and first half of 2015 due to U.S. volume growth and international export base revenue growth, partially offset by lower fuel surcharges and unfavorable exchange rates. Revenues at FedEx Freight increased 11% in the second quarter and 12% in the first half of 2015 primarily due to higher average daily shipments and revenue per shipment.
- 31 -
Operating Income
The following tables compare operating expenses expressed as dollar amounts (in millions) and as a percent of revenue for the periods ended November 30:
Three Months Ended | Six Months Ended | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Operating expenses: |
||||||||||||||||
Salaries and employee benefits |
$ | 4,304 | $ | 4,148 | $ | 8,493 | $ | 8,225 | ||||||||
Purchased transportation |
2,185 | 2,040 | 4,239 | 3,919 | ||||||||||||
Rentals and landing fees |
663 | 648 | 1,323 | 1,288 | ||||||||||||
Depreciation and amortization |
651 | 647 | 1,302 | 1,286 | ||||||||||||
Fuel |
1,052 | 1,136 | 2,172 | 2,240 | ||||||||||||
Maintenance and repairs |
543 | 479 | 1,099 | 959 | ||||||||||||
Other |
1,528 | 1,478 | 2,995 | 2,888 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
$ | 10,926 | $ | 10,576 | $ | 21,623 | $ | 20,805 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Percent of Revenue | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Operating expenses: |
||||||||||||||||
Salaries and employee benefits |
36.0 | % | 36.4 | % | 36.0 | % | 36.7 | % | ||||||||
Purchased transportation |
18.3 | 17.9 | 17.9 | 17.5 | ||||||||||||
Rentals and landing fees |
5.6 | 5.7 | 5.6 | 5.7 | ||||||||||||
Depreciation and amortization |
5.5 | 5.7 | 5.5 | 5.7 | ||||||||||||
Fuel |
8.8 | 9.9 | 9.2 | 10.0 | ||||||||||||
Maintenance and repairs |
4.5 | 4.2 | 4.6 | 4.3 | ||||||||||||
Other |
12.8 | 12.9 | 12.7 | 12.9 | ||||||||||||
|
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|
|
|
|
|
|||||||||
Total operating expenses |
91.5 | 92.7 | 91.5 | 92.8 | ||||||||||||
|
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|
|
|
|
|
|||||||||
Operating margin |
8.5 | % | 7.3 | % | 8.5 | % | 7.2 | % | ||||||||
|
|
|
|
|
|
|
|
Operating income increased in the second quarter and first half of 2015 primarily as a result of higher volumes at FedEx Express, improved revenue per shipment and volumes at FedEx Freight, and increased yields and higher volumes at FedEx Ground. Results in the second quarter and first half of 2015 include benefits from our profit improvement programs, which we commenced in 2013, lower pension expense and a benefit from the net impact of fuel (as further described below). These benefits were partially offset by higher maintenance expense due to the timing of aircraft maintenance events at FedEx Express.
Operating expenses included an increase in purchased transportation costs of 7% in the second quarter and 8% in the first half of 2015 due to volume growth and higher service provider rates at FedEx Ground and higher utilization of third-party transportation providers and higher service provider rates at FedEx Freight. Salaries and employee benefits expense increased 4% in the second quarter and 3% in the first half of 2015 due to additional staffing to support volume growth, partially offset by the positive impact of our voluntary buyout program and lower pension expense. Maintenance and repairs expense increased 13% in the second quarter and 15% in the first half of 2015 due to the timing of aircraft maintenance events at FedEx Express.
- 32 -
Fuel
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 7% in the second quarter and 3% in the first half of 2015 due to lower aircraft fuel prices. However, fuel prices represent only one component of the two factors we consider meaningful in understanding the impact of fuel on our business. Consideration must also be given to the fuel surcharge revenue we collect. Accordingly, we believe discussion of the net impact of fuel on our results, which is a comparison of the year-over-year change in these two factors, is important to understand the impact of fuel on our business. In order to provide information about the impact of fuel surcharges on the trend in revenue and yield growth, we have included the comparative weighted-average fuel surcharge percentages in effect for the second quarter and first half of 2015 and 2014 in the accompanying discussions of each of our transportation segments.
The index used to determine the fuel surcharge percentage for our FedEx Freight business adjusts weekly, while our fuel surcharges for FedEx Express and FedEx Ground businesses incorporate a timing lag of approximately six to eight weeks before they are adjusted for changes in fuel prices. For example, the fuel surcharge index in effect at FedEx Express in November 2014 was set based on September 2014 fuel prices. In addition, the structure of the table that is used to determine our fuel surcharge at FedEx Express and FedEx Ground does not adjust immediately for changes in fuel price, but allows for the fuel surcharge revenue charged to our customers to remain unchanged as long as fuel prices remain within certain ranges.
Beyond these factors, the manner in which we purchase fuel also influences the net impact of fuel on our results. For example, our contracts for jet fuel purchases at FedEx Express are tied to various indices, including the U.S. Gulf Coast index. While many of these indices are aligned, each index may fluctuate at a different pace, driving variability in the prices paid for jet fuel. Furthermore, under these contractual arrangements, approximately 75% of our jet fuel is purchased based on the index price for the preceding week, with the remainder of our purchases tied to the index price for the preceding month, rather than based on daily spot rates. These contractual provisions mitigate the impact of rapidly changing daily spot rates on our jet fuel purchases.
Because of the factors described above, our operating results may be affected should the market price of fuel suddenly change by a significant amount or change by amounts that do not result in an adjustment in our fuel surcharges, which can significantly affect our earnings either positively or negatively in the short-term.
We routinely review our fuel surcharges and our fuel surcharge methodology. Effective February 2, 2015, we will update the tables used to determine our fuel surcharges at FedEx Express, FedEx Ground and FedEx Freight.
- 33 -
The net impact of fuel had a slight benefit in the second quarter and a modest benefit in the first half of 2015 to operating income. This was driven by decreased fuel prices during the second quarter and first half of 2015 versus prior year, which was partially offset by the year-over-year decrease in fuel surcharge revenue during these periods.
The net impact of fuel on our operating results does not consider the effects that fuel surcharge levels may have on our business, including changes in demand and shifts in the mix of services purchased by our customers. While fluctuations in fuel surcharge percentages 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.
Income Taxes
Our effective tax rate was 36.6% for the second quarter of 2015 and 36.0% for the first half of 2015, compared with 36.9% in the second quarter and 36.5% in the first half of 2014. The tax rates in 2015 have decreased primarily due to discrete tax benefits related to changes in valuation allowances required in certain entities and jurisdictions. For 2015, we expect an effective tax rate between 36.0% and 37.0%. The actual rate, however, will depend on a number of factors, including the amount and source of operating income.
We are subject to taxation in the United States and various U.S. state, local and foreign jurisdictions. Substantially all U.S. federal income tax matters through fiscal year 2011 are concluded, and we are currently under examination by the Internal Revenue Service for the 2012 and 2013 tax years. It is reasonably possible that certain income tax return proceedings will be completed during the next twelve 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. As of November 30, 2014, there were no material changes to our liabilities for unrecognized tax benefits from May 31, 2014.
Business Acquisitions
Subsequent to November 30, 2014, FedEx entered into agreements to acquire two businesses, expanding our portfolio in e-commerce and supply chain solutions. On December 15, 2014, we entered into an agreement to acquire GENCO Distribution Systems, Inc., one of the largest third-party logistics providers in North America. This acquisition is expected to be completed in early calendar year 2015, subject to customary closing conditions. The financial results of this business will be included in the FedEx Ground segment from the date of acquisition and are expected to be immaterial to our 2015 results.
In addition, on December 16, 2014, FedEx acquired Bongo International, LLC, a leader in cross border enablement technologies and solutions. The financial results of this acquired business will be included in the FedEx Express segment from the date of acquisition and are expected to be immaterial to our 2015 results.
Outlook
We expect revenue and earnings growth to continue into the third quarter and the remainder of 2015, driven by ongoing improvements in the results of all of our transportation segments as our expectations for continued moderate global economic growth drive volume and yield improvements. Our results in 2015 will continue to benefit from execution of the profit improvement programs announced in 2013 and which are further described in our Annual Report. Our results for the third quarter and the remainder of 2015 will also benefit from lower pension expense due to strong asset returns in 2014; however, results for 2015 could be constrained by the reinstatement of our incentive compensation programs to the extent our financial performance exceeds our business plan objectives. Our expectations for earnings growth in the third quarter and the remainder of 2015 are dependent on key external factors, including fuel prices and the pace of improvement in the global economy.
Other Outlook Matters . For details on key 2015 capital projects, refer to the Liquidity Outlook section of this MD&A.
As described in Note 8 of the accompanying unaudited condensed consolidated financial statements and the 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 owner-operators. 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.
- 34 -
RECENT ACCOUNTING GUIDANCE
New accounting rules and disclosure requirements can significantly impact our reported results and the comparability of our financial statements. These matters are described in our Annual Report.
We believe that no other new accounting guidance was adopted or issued during the first half of 2015 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, as described in our Annual Report.
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.
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. We believe these allocations approximate the net cost of providing these functions and our allocation methodologies are refined as necessary to reflect changes in our businesses.
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 allocations of net operating costs are based on metrics such as relative revenues or estimated services provided. See Note 6 of the accompanying unaudited condensed consolidated financial statements and our Annual Report for more information.
During the first quarter of 2015, we ceased allocating to our transportation segments the costs associated with our corporate headquarters division. These costs included services related to general oversight functions, including executive officers and certain legal and finance functions. This change allows for additional transparency and improved management of our corporate oversight costs. These costs were previously included in the operating expenses line item Intercompany charges on the accompanying unaudited financial summaries of our transportation segments. These costs are included in Corporate, eliminations and other in our segment reporting and reconciliations. Prior year amounts have been revised to conform to the current year segment presentation. The increase in these unallocated costs in the first half of 2015 from the prior year was driven by a legal contingency reserve recorded in the first quarter of 2015 associated with the multi-district litigation matters described in Note 8.
- 35 -
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.
- 36 -
FEDEX EXPRESS SEGMENT
FedEx Express offers a wide range of U.S. domestic and international shipping services for delivery of packages and freight including priority services, which provide time-definite delivery within one, two or three business days worldwide, and deferred or economy services, which provide time-definite delivery within five business days worldwide. The following table compares revenues, operating expenses, operating expenses as a percent of revenue, operating income and operating margin (dollars in millions) for the periods ended November 30:
- 37 -
Percent of Revenue | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Operating expenses: |
||||||||||||||||
Salaries and employee benefits |
36.0 | % | 36.1 | % | 36.1 | % | 36.5 | % | ||||||||
Purchased transportation |
9.7 | 9.6 | 9.6 | 9.4 | ||||||||||||
Rentals and landing fees |
6.0 | 6.1 | 6.1 | 6.3 | ||||||||||||
Depreciation and amortization |
5.2 | 5.5 | 5.4 | 5.5 | ||||||||||||
Fuel |
12.9 | 14.4 | 13.5 | 14.4 | ||||||||||||
Maintenance and repairs |
5.1 | 4.5 | 5.3 | 4.6 | ||||||||||||
Intercompany charges (3) |
6.5 | 7.1 | 6.5 | 7.0 | ||||||||||||
Other |
11.7 | 11.5 | 11.4 | 11.6 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses (3) |
93.1 | 94.8 | 93.9 | 95.3 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating margin (3) |
6.9 | % | 5.2 | % | 6.1 | % | 4.7 | % | ||||||||
|
|
|
|
|
|
|
|
(1) | International domestic revenues represent our international intra-country express operations. |
(2) | Includes FedEx Trade Networks and FedEx SupplyChain Systems. |
(3) | Prior year amounts have been revised to the current year segment presentation regarding the allocation of corporate headquarters costs. |
- 38 -
The following table compares selected statistics (in thousands, except yield amounts) for the periods ended November 30:
Three Months Ended | Percent | Six Months Ended | Percent | |||||||||||||||||||||
2014 | 2013 | Change | 2014 | 2013 | Change | |||||||||||||||||||
Package Statistics (1) |
||||||||||||||||||||||||
Average daily package volume (ADV): |
||||||||||||||||||||||||
U.S. overnight box |
1,259 | 1,146 | 10 | 1,235 | 1,129 | 9 | ||||||||||||||||||
U.S. overnight envelope |
521 | 535 | (3 | ) | 524 | 549 | (5 | ) | ||||||||||||||||
U.S. deferred |
915 | 841 | 9 | 880 | 815 | 8 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total U.S. domestic ADV |
2,695 | 2,522 | 7 | 2,639 | 2,493 | 6 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
International priority |
424 | 421 | 1 | 417 | 414 | 1 | ||||||||||||||||||
International economy |
180 | 172 | 5 | 175 | 168 | 4 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total international export ADV |
604 | 593 | 2 | 592 | 582 | 2 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
International domestic (2) |
917 | 896 | 2 | 866 | 842 | 3 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total ADV |
4,216 | 4,011 | 5 | 4,097 | 3,917 | 5 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Revenue per package (yield): |
||||||||||||||||||||||||
U.S. overnight box |
$ | 21.50 | $ | 22.50 | (4 | ) | $ | 21.59 | $ | 22.39 | (4 | ) | ||||||||||||
U.S. overnight envelope |
12.15 | 11.84 | 3 | 12.24 | 11.72 | 4 | ||||||||||||||||||
U.S. deferred |
14.48 | 14.55 | | 14.58 | 14.49 | 1 | ||||||||||||||||||
U.S. domestic composite |
17.31 | 17.59 | (2 | ) | 17.40 | 17.45 | | |||||||||||||||||
International priority |
61.64 | 61.87 | | 61.92 | 61.27 | 1 | ||||||||||||||||||
International economy |
52.88 | 52.27 | 1 | 52.75 | 51.35 | 3 | ||||||||||||||||||
International export composite |
59.04 | 59.08 | | 59.21 | 58.40 | 1 | ||||||||||||||||||
International domestic (2) |
6.63 | 6.82 | (3 | ) | 6.85 | 6.83 | | |||||||||||||||||
Composite package yield |
20.97 | 21.32 | (2 | ) | 21.21 | 21.25 | | |||||||||||||||||
Freight Statistics (1) |
||||||||||||||||||||||||
Average daily freight pounds: |
||||||||||||||||||||||||
U.S. |
8,039 | 7,872 | 2 | 7,676 | 7,646 | | ||||||||||||||||||
International priority |
2,983 | 3,068 | (3 | ) | 2,887 | 2,964 | (3 | ) | ||||||||||||||||
International airfreight |
630 | 907 | (31 | ) | 650 | 878 | (26 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total average daily freight pounds |
11,652 | 11,847 | (2 | ) | 11,213 | 11,488 | (2 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Revenue per pound (yield): |
||||||||||||||||||||||||
U.S. |
$ | 1.16 | $ | 1.18 | (2 | ) | $ | 1.20 | $ | 1.25 | (4 | ) | ||||||||||||
International priority |
2.19 | 2.16 | 1 | 2.20 | 2.14 | 3 | ||||||||||||||||||
International airfreight |
1.07 | 0.97 | 10 | 1.07 | 0.98 | 9 | ||||||||||||||||||
Composite freight yield |
1.42 | 1.42 | | 1.45 | 1.46 | (1 | ) |
(1) | Package and freight statistics include only the operations of FedEx Express. |
(2) | International domestic statistics represent our international intra-country express operations. |
FedEx Express Segment Revenues
FedEx Express segment revenues increased 3% in the second quarter and first half of 2015 primarily due to higher U.S. domestic package volumes and international export package base revenues. These factors were partially offset by lower fuel surcharges and unfavorable exchange rates.
U.S. domestic volumes increased 7% in the second quarter and 6% in the first half of 2015 driven by both our overnight and deferred service offerings. International export yields increased in the first half of 2015, due to higher rates and weight per package, partially offset by unfavorable exchange rates. U.S. domestic and international export revenues were partially offset by lower fuel surcharges. International export volumes increased 2% in the second quarter and first half of 2015 driven by our international economy service offering.
- 39 -
Our U.S. domestic and outbound fuel surcharge and the international fuel surcharges ranged as follows for the periods ended November 30:
Three Months Ended | Six Months Ended | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
U.S. Domestic and Outbound Fuel Surcharge: |
||||||||||||||||
Low |
8.00 | % | 9.50 | % | 8.00 | % | 8.00 | % | ||||||||
High |
9.00 | 10.50 | 9.50 | 10.50 | ||||||||||||
Weighted-average |
8.69 | 10.02 | 9.09 | 9.26 | ||||||||||||
International Fuel Surcharges: |
||||||||||||||||
Low |
12.00 | 13.50 | 12.00 | 12.00 | ||||||||||||
High |
17.50 | 19.00 | 18.00 | 19.00 | ||||||||||||
Weighted-average |
15.59 | 16.79 | 15.92 | 16.09 |
On September 16, 2014, FedEx Express announced a 4.9% average list price increase for FedEx Express U.S. domestic, U.S. export and U.S. import services effective January 5, 2015. In January 2014, we implemented a 3.9% average list price increase for FedEx Express U.S. domestic, U.S. export and U.S. import services.
FedEx Express Segment Operating Income
FedEx Express operating income and operating margin increased in the second quarter and first half of 2015, driven by the revenue growth in our U.S. and international export package business, cost management related to profit improvement programs, lower pension expense and the positive net impact of fuel. These factors were partially offset by higher maintenance expense.
Maintenance and repairs expense increased 16% in the second quarter and 20% in first half of 2015 due to the timing of aircraft maintenance events. Salaries and employee benefits increased 3% in the second quarter and 2% in the first half of 2015 due to additional staffing to support volume growth, partially offset by the benefits from our voluntary employee severance program and lower pension expense. Purchased transportation costs increased 3% in the second quarter and 5% in the first half of 2015 due to higher utilization of third-party transportation providers and costs associated with the growth of our freight-forwarding business at FedEx Trade Networks.
Fuel expense decreased 8% in the second quarter and 3% in the first half of 2015 due to lower aircraft fuel prices. The net impact of fuel had a slight benefit in the second quarter and a modest benefit in the first half of 2015 to operating income. See the Fuel section of this MD&A for a description and additional discussion of the net impact of fuel on our operating results.
- 40 -
FEDEX GROUND SEGMENT
FedEx Ground service offerings include day-certain service delivery to businesses in the United States and Canada and to nearly 100% of U.S. residences. FedEx SmartPost consolidates high-volume, low-weight, less time-sensitive business-to-consumer packages and utilizes the United States Postal Service (USPS) for final delivery. The following table compares 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 November 30:
Three Months Ended | Percent | Six Months Ended | Percent | |||||||||||||||||||||
2014 | 2013 | Change | 2014 | 2013 | Change | |||||||||||||||||||
Revenues: |
||||||||||||||||||||||||
FedEx Ground |
$ | 2,809 | $ | 2,601 | 8 | $ | 5,548 | $ | 5,107 | 9 | ||||||||||||||
FedEx SmartPost |
254 | 248 | 2 | 475 | 472 | 1 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total revenues |
3,063 | 2,849 | 8 | 6,023 | 5,579 | 8 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||
Salaries and employee benefits |
485 | 445 | 9 | 933 | 859 | 9 | ||||||||||||||||||
Purchased transportation |
1,263 | 1,159 | 9 | 2,417 | 2,223 | 9 | ||||||||||||||||||
Rentals |
115 | 102 | 13 | 223 | 194 | 15 | ||||||||||||||||||
Depreciation and amortization |
126 | 118 | 7 | 245 | 229 | 7 | ||||||||||||||||||
Fuel |
3 | 4 | (25 | ) | 6 | 7 | (14 | ) | ||||||||||||||||
Maintenance and repairs |
57 | 56 | 2 | 113 | 109 | 4 | ||||||||||||||||||
Intercompany charges (1) |
278 | 277 | | 553 | 547 | 1 | ||||||||||||||||||
Other |
271 | 249 | 9 | 523 | 489 | 7 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total operating expenses (1) |
2,598 | 2,410 | 8 | 5,013 | 4,657 | 8 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating income (1) |
$ | 465 | $ | 439 | 6 | $ | 1,010 | $ | 922 | 10 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating margin (1) |
15.2 | % | 15.4 | % | (20 | )bp | 16.8 | % | 16.5 | % | 30 | bp | ||||||||||||
Average daily package volume |
||||||||||||||||||||||||
FedEx Ground |
4,845 | 4,627 | 5 | 4,709 | 4,469 | 5 | ||||||||||||||||||
FedEx SmartPost |
2,122 | 2,218 | (4 | ) | 2,000 | 2,154 | (7 | ) | ||||||||||||||||
Revenue per package (yield) |
||||||||||||||||||||||||
FedEx Ground |
$ | 9.18 | $ | 8.90 | 3 | $ | 9.25 | $ | 8.98 | 3 | ||||||||||||||
FedEx SmartPost |
$ | 1.90 | $ | 1.77 | 7 | $ | 1.87 | $ | 1.72 | 9 |
Percent of Revenue | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Operating expenses: |
||||||||||||||||
Salaries and employee benefits |
15.8 | % | 15.6 | % | 15.5 | % | 15.4 | % | ||||||||
Purchased transportation |
41.2 | 40.7 | 40.1 | 39.8 | ||||||||||||
Rentals |
3.8 | 3.6 | 3.7 | 3.5 | ||||||||||||
Depreciation and amortization |
4.1 | 4.1 | 4.0 | 4.1 | ||||||||||||
Fuel |
0.1 | 0.1 | 0.1 | 0.1 | ||||||||||||
Maintenance and repairs |
1.9 | 2.0 | 1.9 | 2.0 | ||||||||||||
Intercompany charges (1) |
9.1 | 9.8 | 9.2 | 9.8 | ||||||||||||
Other |
8.8 | 8.7 | 8.7 | 8.8 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses (1) |
84.8 | 84.6 | 83.2 | 83.5 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating margin (1) |
15.2 | % | 15.4 | % | 16.8 | % | 16.5 | % | ||||||||
|
|
|
|
|
|
|
|
(1) | Prior year amounts have been revised to conform to the current year segment presentation regarding the allocation of corporate headquarters costs. |
- 41 -
FedEx Ground Segment Revenues
FedEx Ground segment revenues increased 8% in the second quarter and the first half of 2015 due to volume and yield growth at FedEx Ground and yield growth at FedEx SmartPost, partially offset by lower volumes at FedEx SmartPost.
Average daily volume at FedEx Ground increased 5% in the second quarter and first half of 2015 due to continued growth in our commercial business and FedEx Home Delivery service. Yield increased 3% in the second quarter and first half of 2015 primarily due to rate increases and higher residential surcharges.
FedEx SmartPost average daily volume decreased 4% in the second quarter and 7% in the first half of 2015 due to the reduction in volume from a major customer. FedEx SmartPost yield increased 7% in the second quarter and 9% in the first half of 2015 due to rate increases and improved customer mix, partially offset by higher postage costs. 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 November 30:
Three Months Ended | Six Months Ended | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Low |
6.50 | % | 6.50 | % | 6.50 | % | 6.50 | % | ||||||||
High |
6.50 | 7.00 | 7.00 | 7.00 | ||||||||||||
Weighted-average |
6.50 | 6.67 | 6.66 | 6.66 |
On September 16, 2014, FedEx Ground and FedEx Home Delivery announced a 4.9% increase in average list price effective January 5, 2015. In addition, as announced in May 2014, FedEx Ground will apply dimensional weight pricing to all shipments effective January 5, 2015. In January 2014, FedEx Ground and FedEx Home Delivery implemented a 4.9% increase in average list price. FedEx SmartPost rates also increased.
FedEx Ground Segment Operating Income
FedEx Ground segment operating income increased 6% in the second quarter and 10% in the first half of 2015 driven by higher revenue per package and volumes. The increase to operating income was partially offset by higher network expansion costs, as we continue to invest heavily in our FedEx Ground and FedEx SmartPost businesses.
Purchased transportation expense increased 9% in the second quarter and first half of 2015 due to volume growth and higher service provider rates. Salaries and employee benefits expense increased 9% in the second quarter and first half of 2015 due to additional staffing to support volume growth. Other expense increased 9% in the second quarter and 7% in the first half of 2015 primarily due to real estate taxes and facility expansion costs. Rentals expense increased 13% in the second quarter and 15% in the first half of 2015 due to network expansion. Depreciation and amortization expense increased 7% in the second quarter and the first half of 2015 due to network expansion and trailer purchases.
Independent Contractor Model
FedEx Ground is involved in numerous lawsuits and other proceedings (such as state tax or other administrative challenges) where the classification of its independent contractors is at issue. We are vigorously defending ourselves in all of these proceedings and continue to believe that FedEx Grounds owner-operators are properly classified as independent contractors and not employees of FedEx Ground. For a description of these proceedings, see Note 8 of the accompanying unaudited condensed consolidated financial statements.
- 42 -
For additional information on the FedEx Ground Independent Service Provider model, see Part 1, Item 1 of our Annual Report under the caption Independent Contractor Model.
- 43 -
FEDEX FREIGHT SEGMENT
FedEx Freight service offerings include priority services when speed is critical and economy services when time can be traded for savings. The following table compares revenues, operating expenses, operating expenses as a percent of revenue, operating income (dollars in millions), operating margin and selected statistics for the periods ended November 30:
Three Months Ended | Percent | Six Months Ended | Percent | |||||||||||||||||||||
2014 | 2013 | Change | 2014 | 2013 | Change | |||||||||||||||||||
Revenues |
$ | 1,585 | $ | 1,434 | 11 | $ | 3,194 | $ | 2,858 | 12 | ||||||||||||||
Operating expenses: |
||||||||||||||||||||||||
Salaries and employee benefits |
686 | 611 | 12 | 1,342 | 1,209 | 11 | ||||||||||||||||||
Purchased transportation |
273 | 250 | 9 | 557 | 484 | 15 | ||||||||||||||||||
Rentals |
31 | 31 | | 63 | 63 | | ||||||||||||||||||
Depreciation and amortization |
58 | 57 | 2 | 116 | 114 | 2 | ||||||||||||||||||
Fuel |
143 | 145 | (1 | ) | 290 | 290 | | |||||||||||||||||
Maintenance and repairs |
53 | 46 | 15 | 99 | 92 | 8 | ||||||||||||||||||
Intercompany charges |
111 | 111 | | 221 | 224 | (1 | ) | |||||||||||||||||
Other (1) |
118 | 100 | 18 | 226 | 200 | 13 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total operating expenses |
1,473 | 1,351 | 9 | 2,914 | 2,676 | 9 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating income |
$ | 112 | $ | 83 | 35 | $ | 280 | $ | 182 | 54 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating margin |
7.1 | % | 5.8 | % | 130 | bp | 8.8 | % | 6.4 | % | 240 | bp | ||||||||||||
Average daily LTL shipments (in thousands) |
||||||||||||||||||||||||
Priority |
70.1 | 63.8 | 10 | 69.5 | 62.4 | 11 | ||||||||||||||||||
Economy |
29.3 | 28.1 | 4 | 29.3 | 27.9 | 5 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total average daily LTL shipments |
99.4 | 91.9 | 8 | 98.8 | 90.3 | 9 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Weight per LTL shipment (lbs) |
||||||||||||||||||||||||
Priority |
1,245 | 1,241 | | 1,251 | 1,243 | 1 | ||||||||||||||||||
Economy |
1,010 | 992 | 2 | 1,012 | 992 | 2 | ||||||||||||||||||
Composite weight per LTL shipment |
1,176 | 1,165 | 1 | 1,180 | 1,165 | 1 | ||||||||||||||||||
LTL revenue per shipment |
||||||||||||||||||||||||
Priority |
$ | 228.62 | $ | 221.99 | 3 | $ | 228.34 | $ | 222.24 | 3 | ||||||||||||||
Economy |
265.46 | 257.15 | 3 | 265.44 | 256.76 | 3 | ||||||||||||||||||
Composite LTL revenue per shipment |
$ | 239.49 | $ | 232.73 | 3 | $ | 239.32 | $ | 232.89 | 3 | ||||||||||||||
LTL yield (revenue per hundredweight) |
||||||||||||||||||||||||
Priority |
$ | 18.36 | $ | 17.89 | 3 | $ | 18.25 | $ | 17.88 | 2 | ||||||||||||||
Economy |
26.29 | 25.92 | 1 | 26.24 | 25.88 | 1 | ||||||||||||||||||
Composite LTL yield |
$ | 20.37 | $ | 19.98 | 2 | $ | 20.27 | $ | 19.99 | 1 |
- 44 -
Percent of Revenue | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Operating expenses: |
||||||||||||||||
Salaries and employee benefits |
43.3 | % | 42.6 | % | 42.0 | % | 42.3 | % | ||||||||
Purchased transportation |
17.2 | 17.4 | 17.4 | 16.9 | ||||||||||||
Rentals |
2.0 | 2.2 | 2.0 | 2.2 | ||||||||||||
Depreciation and amortization |
3.7 | 4.0 | 3.6 | 4.0 | ||||||||||||
Fuel |
9.0 | 10.1 | 9.1 | 10.2 | ||||||||||||
Maintenance and repairs |
3.3 | 3.2 | 3.1 | 3.2 | ||||||||||||
Intercompany charges (1) |
7.0 | 7.7 | 6.9 | 7.8 | ||||||||||||
Other |
7.4 | 7.0 | 7.1 | 7.0 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses (1) |
92.9 | 94.2 | 91.2 | 93.6 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating margin (1) |
7.1 | % | 5.8 | % | 8.8 | % | 6.4 | % | ||||||||
|
|
|
|
|
|
|
|
(1) | Prior year amounts have been revised to conform to the current year segment presentation regarding the allocation of corporate headquarters costs. |
FedEx Freight Segment Revenues
FedEx Freight segment revenues increased 11% in the second quarter and 12% in the first half of 2015 due to higher average daily shipments and revenue per shipment. Average daily LTL shipments increased 8% in the second quarter and 9% in the first half of 2015 due to higher demand for both of our service offerings. LTL revenue per shipment increased 3% in the second quarter due to higher weight per LTL shipment, higher rates and higher fuel surcharges and in the first half of 2015 due to higher weight per LTL shipment, higher fuel surcharges and higher rates.
The weekly indexed LTL fuel surcharge is based on the average of the 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 November 30:
Three Months Ended | Six Months Ended | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Low |
24.70 | % | 22.70 | % | 24.70 | % | 22.70 | % | ||||||||
High |
25.70 | 23.50 | 26.20 | 23.50 | ||||||||||||
Weighted-average |
25.20 | 23.10 | 25.60 | 23.00 |
On September 16, 2014, FedEx Freight announced a 4.9% average increase in certain U.S. and other shipping rates effective January 5, 2015. In June 2014, FedEx Freight increased its published fuel surcharge indices by three percentage points. In March 2014, FedEx Freight increased certain U.S. and other shipping rates by an average of 3.9%. In July 2013, FedEx Freight increased certain U.S. and other shipping rates by an average of 4.5%.
FedEx Freight Segment Operating Income
FedEx Freight segment operating income and operating margin increased in the second quarter and first half of 2015 due to higher LTL revenue per shipment and higher average daily LTL shipments.
Salaries and employee benefits increased 12% in the second quarter and 11% in the first half of 2015 primarily due to a volume-related increase in labor hours. Purchased transportation expense increased 9% in the second quarter and 15% in the first half of 2015 due to the increased utilization of third-party transportation providers and higher service provider rates. Other expense increased 18% in the second quarter and 13% in the first half of 2015 driven partially by cargo claims.
- 45 -
FINANCIAL CONDITION
LIQUIDITY
Cash and cash equivalents totaled $2.3 billion at November 30, 2014, compared to $2.9 billion at May 31, 2014. The following table provides a summary of our cash flows for the six-month periods ended November 30 (in millions):
2014 | 2013 | |||||||
Operating activities: |
||||||||
Net income |
$ | 1,222 | $ | 989 | ||||
Noncash charges and credits |
1,516 | 1,623 | ||||||
Changes in assets and liabilities |
(587 | ) | (1,003 | ) | ||||
|
|
|
|
|||||
Cash provided by operating activities |
2,151 | 1,609 | ||||||
|
|
|
|
|||||
Investing activities: |
||||||||
Capital expenditures |
(1,890 | ) | (1,690 | ) | ||||
Proceeds from asset dispositions and other |
7 | 19 | ||||||
|
|
|
|
|||||
Cash used in investing activities |
(1,883 | ) | (1,671 | ) | ||||
|
|
|
|
|||||
Financing activities: |
||||||||
Principal payments on debt |
(1 | ) | (3 | ) | ||||
Proceeds from stock issuances |
189 | 380 | ||||||
Dividends paid |
(114 | ) | (95 | ) | ||||
Purchase of treasury stock |
(947 | ) | (1,219 | ) | ||||
Other |
23 | 20 | ||||||
|
|
|
|
|||||
Cash used in financing activities |
(850 | ) | (917 | ) | ||||
|
|
|
|
|||||
Effect of exchange rate changes on cash |
(60 | ) | (3 | ) | ||||
|
|
|
|
|||||
Net decrease in cash and cash equivalents |
$ | (642 | ) | $ | (982 | ) | ||
|
|
|
|
Cash flows from operating activities increased $542 million in the first half of 2015 primarily due to higher net income and the inclusion in the prior year of payments associated with our voluntary employee buyout program. Capital expenditures during the first half of 2015 were higher primarily due to increased spending for sort facility expansion at FedEx Ground and aircraft at FedEx Express. See Capital Resources for a discussion of capital expenditures during 2015 and 2014.
In September 2014, our Board of Directors authorized the repurchase of up to 15 million shares of common stock. It is expected that the share authorization will primarily be utilized to offset equity compensation dilution over the next several years. During the second quarter of 2015, we repurchased 1.0 million shares of FedEx common stock at an average price of $156 per share for a total of $156 million. As of November 30, 2014, 14 million shares remained under the share repurchase authorization.
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.
- 46 -
The following table compares capital expenditures by asset category and reportable segment for the periods ended November 30 (in millions):
Percent Change
2014/2013 |
||||||||||||||||||||||||
Three Months Ended | Six Months Ended |
Three Months
Ended |
Six Months
Ended |
|||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Aircraft and related equipment |
$ | 499 | $ | 495 | $ | 798 | $ | 692 | 1 | 15 | ||||||||||||||
Facilities and sort equipment |
305 | 205 | 452 | 331 | 49 | 37 | ||||||||||||||||||
Vehicles |
211 | 277 | 339 | 425 | (24 | ) | (20 | ) | ||||||||||||||||
Information and technology investments |
76 | 90 | 150 | 162 | (16 | ) | (7 | ) | ||||||||||||||||
Other equipment |
79 | 51 | 151 | 80 | 55 | 89 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total capital expenditures |
$ | 1,170 | $ | 1,118 | $ | 1,890 | $ | 1,690 | 5 | 12 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
FedEx Express segment |
$ | 614 | $ | 690 | $ | 1,081 | $ | 995 | (11 | ) | 9 | |||||||||||||
FedEx Ground segment |
364 | 249 | 503 | 410 | 46 | 23 | ||||||||||||||||||
FedEx Freight segment |
102 | 100 | 138 | 140 | 2 | (1 | ) | |||||||||||||||||
FedEx Services segment |
90 | 79 | 167 | 145 | 14 | 15 | ||||||||||||||||||
Other |
| | 1 | | | NM | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total capital expenditures |
$ | 1,170 | $ | 1,118 | $ | 1,890 | $ | 1,690 | 5 | 12 | ||||||||||||||
|
|
|
|
|
|
|
|
Capital expenditures during the first half of 2015 were higher than the prior-year period primarily due to increased spending for sort facility expansion at FedEx Ground and increased spending for aircraft at FedEx Express. Aircraft and related equipment purchases at FedEx Express during the first half of 2015 included the delivery of four Boeing 767-300 Freighter (B767F) and twelve Boeing 757 (B757) aircraft, as well as the modification of certain aircraft before being placed into service.
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 and business acquisition requirements and debt payment obligations. Our cash and cash equivalents balance at November 30, 2014 includes $469 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. Although we expect higher capital expenditures in 2015, we anticipate that our cash flow from operations will be sufficient to fund these expenditures. 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 $4.2 billion in 2015 and include spending for aircraft and aircraft-related equipment at FedEx Express, sort facility expansion, primarily at FedEx Ground, and vehicle replacement at all our transportation segments. We invested $798 million in aircraft and aircraft-related equipment in the first half of 2015 and expect to invest an additional $1.0 billion for aircraft and aircraft-related equipment during the remainder of 2015. In December 2014, we made $165 million in contributions to our U.S. Pension Plans. Our U.S. Pension Plans have ample funds to meet expected benefit payments. See Note 5 of the accompanying unaudited condensed consolidated financial statements for expected future benefit payments for the remainder of 2015.
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. As of November 30, 2014, no commercial paper was outstanding and the entire $1 billion under the revolving credit facility was available for future borrowings. See Note 3 and our Annual Report for a description of the term and significant covenants of our revolving credit facility.
- 47 -
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.
CONTRACTUAL CASH OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS
The following table sets forth a summary of our contractual cash obligations as of November 30, 2014. 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 interest on long-term debt, this table does not include amounts already recorded in our balance sheet as current liabilities at November 30, 2014. 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) |
||||||||||||||||||||||||||||
2015 (1) | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | ||||||||||||||||||||||
Operating activities: |
||||||||||||||||||||||||||||
Operating leases |
$ | 1,182 | $ | 2,022 | $ | 2,083 | $ | 1,593 | $ | 1,364 | $ | 7,648 | $ | 15,892 | ||||||||||||||
Non-capital purchase obligations and other |
260 | 327 | 172 | 101 | 58 | 101 | 1,019 | |||||||||||||||||||||
Interest on long-term debt |
115 | 231 | 231 | 231 | 231 | 3,925 | 4,964 | |||||||||||||||||||||
Quarterly contributions to our U.S. Pension Plans |
141 | | | | | | 141 | |||||||||||||||||||||
Investing activities: |
||||||||||||||||||||||||||||
Aircraft and aircraft-related capital commitments |
709 | 1,230 | 1,033 | 1,402 | 1,022 | 4,472 | 9,868 | |||||||||||||||||||||
Other capital purchase obligations |
52 | 2 | 3 | | | | 57 | |||||||||||||||||||||
Financing activities: |
||||||||||||||||||||||||||||
Debt |
| | | | 750 | 3,990 | 4,740 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
$ | 2,459 | $ | 3,812 | $ | 3,522 | $ | 3,327 | $ | 3,425 | $ | 20,136 | $ | 36,681 | ||||||||||||||
|
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|
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|
|
(1) | Cash obligations for the remainder of 2015. |
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 7 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 November 30, 2014.
- 48 -
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 ($32 million) is excluded from the table.
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 $500 million in deposits and progress payments as of November 30, 2014 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 2015, we have no scheduled principal debt payments.
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 November 30, 2014, 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.
- 49 -
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 website, 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 fluctuating fuel price) 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; |
| 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; |
| our ability to execute on our profit improvement programs; |
| 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, including regulatory actions affecting global aviation or other transportation rights, increased air cargo and other security or safety requirements, and tax, accounting, trade (such as protectionist measures enacted in response to weak economic conditions), labor (such as card-check legislation or changes to the Railway Labor Act affecting FedEx Express employees), environmental (such as global climate change legislation) or postal rules; |
- 50 -
| 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 or any resulting structural changes to its operations, network, service offerings or pricing; |
| 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, state and foreign governmental agency mandates (including the Foreign Corrupt Practices Act and the U.K. Bribery Act) and defending against inappropriate or unjustified enforcement or other actions by such agencies; |
| changes in foreign currency exchange rates, especially in the Chinese yuan, euro, Brazilian real, British pound and the Canadian dollar, 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; |
| governmental underinvestment in transportation infrastructure, which could increase our costs and adversely impact our service levels due to traffic congestion or sub-optimal routing of our vehicles and aircraft; |
| 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 the forward-looking statements, which speak only as of the date of this report. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.
- 51 -
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As of November 30, 2014, 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 Chinese yuan, euro, Brazilian real, British pound and the Canadian dollar. 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 six months of 2015, the U.S. dollar strengthened relative to the currencies of the foreign countries in which we operate, as compared to May 31, 2014; however, this strengthening 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 indexed fuel surcharges. For additional discussion of our indexed fuel surcharges see the Fuel section of Managements Discussion and Analysis of Results of Operations and Financial Condition.
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 November 30, 2014 (the end of the period covered by this Quarterly Report on Form 10-Q).
During our fiscal quarter ended November 30, 2014, 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.
For a description of all material pending legal proceedings, see Note 8 of the accompanying unaudited condensed consolidated financial statements.
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.
- 52 -
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information on FedExs repurchases of our common stock during the second quarter of 2015:
ISSUER PURCHASES OF EQUITY SECURITIES
Period |
Total Number of
Shares Purchased |
Average Price
Paid per Share |
Total Number of
Shares Purchased as Part of Publicly Announced Program |
Maximum
Number of Shares That May Yet Be Purchased Under the Program |
||||||||||||
Sep. 1-30, 2014 |
| | | 15,000,000 | ||||||||||||
Oct. 1-31, 2014 |
1,000,000 | 156.00 | 1,000,000 | 14,000,000 | ||||||||||||
Nov. 1-30, 2014 |
| | | 14,000,000 | ||||||||||||
|
|
|
|
|||||||||||||
Total |
1,000,000 | 1,000,000 |
The repurchases were made under the stock repurchase program approved by our Board of Directors and announced on September 29, 2014 and through which we were authorized to purchase, in the open market or in privately negotiated transactions, up to an aggregate of 15 million shares of our common stock. As of December 17, 2014, 14 million shares remained authorized for purchase under the September 2014 stock repurchase program, which is the only such program that currently exists. The program does not have an expiration date.
Exhibit
|
Description of Exhibit |
|
10.1 | Compensation Arrangements with Outside Directors (Filed as Exhibit 99.1 to FedExs Current Report on Form 8-K dated and filed September 29, 2014, and incorporated herein by reference). | |
10.2 | Supplemental Agreement No. 5 (and related side letters) dated as September 29, 2014, 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 Exchange Act of 1934, as amended. | |
10.3 | Amendment dated September 9, 2014 (but effective as of June 27, 2014), amending the Transportation Agreement dated April 23, 2013 between the United States Postal Service and Federal Express Corporation (the Transportation Agreement). Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. | |
10.4 | Amendment dated September 9, 2014 (but effective as of September 30, 2013), amending the Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. | |
10.5 | Amendment dated September 9, 2014 (but effective as of June 27, 2014), amending the Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
- 53 -
10.6 | Amendment dated September 24, 2014 (but effective as of June 30, 2014), amending the Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. | |
10.7 | Amendment dated September 30, 2014 (but effective as of July 28, 2014), amending the Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. | |
10.8 | Amendment dated October 1, 2014 (but effective as of September 1, 2014), amending the Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. | |
10.9 | Amendment dated September 30, 2014 (but effective as of September 29, 2014), amending the Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. | |
10.10 | Amendment dated November 4, 2014 (but effective as of September 29, 2014), amending the Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. | |
10.11 | Amendment dated November 4, 2014 (but effective as of December 1, 2013), amending the Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. | |
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. |
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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: December 18, 2014 |
/s/ JOHN L. MERINO |
|||||
JOHN L. MERINO CORPORATE VICE PRESIDENT AND PRINCIPAL ACCOUNTING OFFICER |
- 55 -
Exhibit
|
Description of Exhibit |
|
10.1 | Compensation Arrangements with Outside Directors (Filed as Exhibit 99.1 to FedExs Current Report on Form 8-K dated and filed September 29, 2014, and incorporated herein by reference). | |
10.2 | Supplemental Agreement No. 5 (and related side letters) dated as September 29, 2014, 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 Exchange Act of 1934, as amended. | |
10.3 | Amendment dated September 9, 2014 (but effective as of June 27, 2014), amending the Transportation Agreement dated April 23, 2013 between the United States Postal Service and Federal Express Corporation (the Transportation Agreement). Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. | |
10.4 | Amendment dated September 9, 2014 (but effective as of September 30, 2013), amending the Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. | |
10.5 | Amendment dated September 9, 2014 (but effective as of June 27, 2014), amending the Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. | |
10.6 | Amendment dated September 24, 2014 (but effective as of June 30, 2014), amending the Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. | |
10.7 | Amendment dated September 30, 2014 (but effective as of July 28, 2014), amending the Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. | |
10.8 | Amendment dated October 1, 2014 (but effective as of September 1, 2014), amending the Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. | |
10.9 | Amendment dated September 30, 2014 (but effective as of September 29, 2014), amending the Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. | |
10.10 | Amendment dated November 4, 2014 (but effective as of September 29, 2014), amending the Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
E-1
10.11 | Amendment dated November 4, 2014 (but effective as of December 1, 2013), amending the Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. | |
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-2
Exhibit 10.2
Supplemental Agreement No. 5
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 September 29 , 2014 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, hereinafter referred to as Block C Aircraft, with delivery dates as follows:
Delivery Month & Year
|
Block | |
[*] |
Block C Aircraft | |
[*] |
Block C Aircraft | |
[*] |
Block C Aircraft | |
[*] |
Block C Aircraft |
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.
S51
* | 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. |
Supplemental Agreement No. 5 to
Purchase Agreement No. 3712
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. 5. |
2. | Boeing and Customer acknowledge and agree that, upon execution of this Supplemental Agreement No. 5, the four (4) Block C Aircraft described in Recital Paragraph B (i) are hereby added to the Purchase Agreement, (ii) are added to Table 1-A1, (iii) are considered by the parties as Block C Aircraft, (iv) have the business terms described in Letter Agreement FED-PA-03712-LA-1208949, Special Matters for Block C Aircraft in Table 1-A1 , and (v)are to be escalated based on the terms pursuant to Letter Agreement FED-PA-03712-LA-1208292R1, Special Matters Concerning Escalation Block B and Block C Aircraft (such Letter Agreement revised pursuant to paragraph 4 below). These 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) Block C Aircraft described in Recital Paragraph B. |
4. | Revise Letter Agreement FED-PA-03712-LA-1208292, Special Matters Concerning Escalation Block B and Block C Aircraft to Letter Agreement FED-PA-03712-LA-1208292R1, Special Matters Concerning Escalation Block B and Block C Aircraft [*] to the four (4) Block C Aircraft described in Recital Paragraph B. |
5. | For the sake of clarity, the parties agree that the four (4) Block C Aircraft added herein shall be subject to Letter Agreement FED-PA-03712-LA-1106159R1, Special Matters Concerning [*] , and certain delivery matters as described in the Letter Agreement FED-PA-03712-LA-1106154R1, Firm Aircraft Delivery Matters , Paragraphs 3 through 5. |
6. | As a result of the changes incorporated in this Supplemental Agreement No. 5, Customer will [*] to each of the four (4) Block C Aircraft referenced in Recital Paragraph B and added to the Purchase Agreement herein,[*]. For clarity, the terms pre-delivery payment(s), PDP(s) and advance payment(s) are used on an interchangeable basis. [*]. |
S52
* | 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. |
Supplemental Agreement No. 5 to
Purchase Agreement No. 3712
7. | This Supplemental Agreement No. 5 to the Purchase Agreement shall not be effective unless executed and delivered by the parties on or prior to September 30, 2014. |
8. | Notwithstanding the foregoing Article 7, this Supplemental Agreement No. 5 shall not be effective unless and until, and the matters expressed herein are expressly conditioned upon, Customer receiving approval from the board of directors of Customers parent company, FedEx Corporation. Should such approval not be granted and confirmed in writing by Customer to Boeing by September 30, 2014 , this Supplemental Agreement shall automatically terminate and be null and void in all respects, and neither party shall owe any obligation to the other party with respect to the matters expressed herein; provided, however, no such termination shall otherwise impact the parties rights and obligations existing under the Purchase Agreement, as amended or otherwise modified, prior to this Supplemental Agreement. For the sake of clarity, neither party shall be deemed to be in default hereunder for failing to have performed any obligation created under this Supplement Agreement, including without limitation any payment obligation, prior to the receipt by Boeing of the aforementioned written confirmation. |
EXECUTED as of the day and year first above written.
THE BOEING COMPANY | ||
By: | /s/ L. Kirsten Jensen | |
Its: | Attorney-In-Fact | |
FEDERAL EXPRESS CORPORATION | ||
By: | /s/ Phillip C. Blum | |
Its: | Vice President Aircraft Acquisition |
S53
TABLE OF CONTENTS
FED-PA-03712 September 23, 2014 |
||||
SA - 5 | ||||
BOEING PROPRIETARY |
LETTER AGREEMENTS |
SA Number |
|||
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-[*] |
|||
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 R1 |
LA-Escalation Special Matters Block B and C Aircraft |
5 | ||
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 | ||
LA-1306854 |
Performance Guarantees, Demonstrated Compliance |
4 |
FED-PA-03712 September 23, 2014 |
||||
SA - 5 | ||||
BOEING PROPRIETARY |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
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 | |||
Supplemental Agreement No. 4 |
December 10 , 2013 | |||
Supplemental Agreement No. 5 |
September 29, 2014 |
FED-PA-03712 September 23, 2014 |
||||
SA - 5 | ||||
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: | [*] | |||||||||||||||||
Seller Purchased Equipment (SPE) Estimate: | [*] |
Engine Escalation Data:
Base Year Index (CPI): |
[*] | |||||||||||||||
Deposit per Aircraft: | [*] | |||||||||||||||||
Escalation
Factor
|
Escalation Factor (Engine) |
Escalation Estimate
Adv Payment Base
|
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): |
|||||||||||||||
Delivery Date |
Number of
|
MSN |
At Signing 1% |
24 Mos. 4% |
21/18/12/9/6 Mos. 5% |
Total 30% |
||||||||||||
[*] | 1 | [*] | [*] | 43544 | [*] | [*] | [*] | [*] | [*] | |||||||||
[*] | 1 | [*] | [*] | 44377 | [*] | [*] | [*] | [*] | [*] | |||||||||
[*] | 1 | [*] | [*] | 44378 | [*] | [*] | [*] | [*] | [*] | |||||||||
[*] | 1 | [*] | [*] | 43542 | [*] | [*] | [*] | [*] | [*] | |||||||||
[*] | 1 | [*] | [*] | 43543 | [*] | [*] | [*] | [*] | [*] | |||||||||
[*] | 1 | [*] | [*] | 44379 | [*] | [*] | [*] | [*] | [*] | |||||||||
[*] | 1 | [*] | [*] | 44380 | [*] | [*] | [*] | [*] | [*] | |||||||||
[*] | 1 | [*] | [*] | 43545 | [*] | [*] | [*] | [*] | [*] | |||||||||
[*] | 1 | [*] | [*] | 43546 | [*] | [*] | [*] | [*] | [*] | |||||||||
[*] | 1 | [*] | [*] | 43547 | [*] | [*] | [*] | [*] | [*] | |||||||||
[*] | 1 | [*] | [*] | 43548 | [*] | [*] | [*] | [*] | [*] | |||||||||
[*] | 1 | [*] | [*] | 61205 | [*] | [*] | [*] | [*] | [*] | |||||||||
[*] | 1 | [*] | [*] | 43549 | [*] | [*] | [*] | [*] | [*] | |||||||||
[*] | 1 | [*] | [*] | 43550 | [*] | [*] | [*] | [*] | [*] | |||||||||
[*] | 1 | [*] | [*] | 61206 | [*] | [*] | [*] | [*] | [*] | |||||||||
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | ||||||||||
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | ||||||||||
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | ||||||||||
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | ||||||||||
|
||||||||||||||||||
Total: | 19 |
FED-PA-03712 62134-1F.TXT | SA-5 | |||
September 19, 2014 | ||||
Boeing Proprietary |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
|
The Boeing Company | |
P.O. Box 3707 | ||
Seattle, WA 98124-2207 |
FED-PA-03712-LA-1208292 R1
Federal Express Corporation
3610 Hacks Cross
Memphis, TN 38125
Subject: | Special Matters Concerning Escalation Block B and Block C Aircraft | |
Reference: | Purchase Agreement No. 3712 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Federal Express Corporation ( Customer ) relating to Model 767-3S2F aircraft ( Aircraft ) |
This letter agreement ( Letter Agreement ) cancels and supersedes Letter Agreement FED-PA-03712-LA-1208292 and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. The terms provided in this Letter Agreement will be applicable to Block B and Block C Aircraft.
1. | [*] . |
1.1 Boeing will [*] for the Airframe Price and Optional Features Prices of each Block B and Block C Aircraft for the period beginning [*] and continuing through [*], in accordance with the terms of this Letter Agreement.
1.2 Notwithstanding the [*], in the event Boeing reschedules a Block B or Block C Aircraft delivery outside the [*] pursuant to the delivery flexibility described in Letter Agreement Firm Aircraft Delivery Matters (FED-PA-03712-LA-1106154R1), Boeing agrees that the [*] will extend to apply to such rescheduled Block B or Block C Aircraft.
1.3 For the avoidance of doubt, in the event of an Excusable Delay or Non-Excusable Delay of a Block B or Block C Aircraft, Boeing and Customer acknowledge that the [*] to the contracted delivery month will be applied to such Block B or Block C Aircraft.
1.4 If Boeing and Customer mutually agree to reschedule a Block B or Block C Aircraft within the [*], the affected Block B or Block C Aircraft will continue to receive the [*] described herein, [*] to the rescheduled delivery month.
1.5 The [*] for the Airframe Price and Optional Features Price of each Block B and Block C Aircraft will be [*] during the [*] at a [*].
FED-PA-03712-LA-1208292 R1 [*] |
September 23, 2014 Page 1 |
BOEING PROPRIETARY
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
|
2. | Determining [*] for Block B and Block C Aircraft Delivering Within the [*] . |
2.1 For Block B and Block C Aircraft delivering within the [*], Boeing will, at time of Block B and Block C Aircraft delivery, calculate the [*] of the Airframe Price and Optional Features Price using (i) [*] in accordance with the provisions of [*] to the Purchase Agreement [*] and (ii) the [*]. The final Block B and Block C Aircraft Price will include the [*] Airframe Price and Optional Features Price utilizing the [*] or the [*], except as set forth below.
2.2 Notwithstanding paragraph 2.1 above, if [*] calculated pursuant to the [*], Customer will [*] on the Airframe Price and Optional Features Price [*] on the applicable Block B and Block C Aircraft; or
2.3 If [*] calculated pursuant to the [*], Customer will [*] on the Airframe Price and Optional Features Price [*] on the applicable Block B and Block C Aircraft. At least [*] of a Block B or Block C Aircraft, but not [*] of a Block B or Block C Aircraft, Boeing will provide Customer notification in the event the [*].
2.4 For an example of the determination of escalation factor applicable to the Airframe and Optional Features, refer to Attachment C to this Letter Agreement.
3. | Effect on Advance Payments . |
The amount and timing of advance payments Customer is required to pay to Boeing pursuant to the Purchase Agreement shall be unaffected by any terms set forth in this Letter Agreement.
4. | Block B and Block C Aircraft Applicability . |
Unless otherwise stated, the terms of this Letter Agreement shall only apply to the Block B and Block C Aircraft set forth in Tables 1-A1 and 1-B of the Purchase Agreement as of the execution date of this Letter Agreement.
5. | Applicability to Other Financial Consideration . |
The escalation adjustment for any other sum identified in the Purchase Agreement as subject to escalation pursuant to Supplemental Exhibit AE1, and which pertains to Block B and Block C Aircraft set forth in Tables 1-A1 and 1-B, as of the date of this Letter Agreement, shall be calculated using the escalation methodology established in this Letter Agreement notwithstanding any other provisions of the Purchase Agreement to the contrary.
FED-PA-03712-LA-1208292 R1 |
September 23, 2014 Page 2 |
BOEING PROPRIETARY
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
|
6. | 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.
FED-PA-03712-LA-1208292 R1 |
September 23, 2014 Page 3 |
BOEING PROPRIETARY
|
Very truly yours,
THE BOEING COMPANY |
||
By | /s/ L. Kirsten Jensen | |
Its |
Attorney-In-Fact |
ACCEPTED AND AGREED TO this
Date: September 29, 2014
FEDERAL EXPRESS CORPORATION |
||
By | /s/ Phillip C. Blum | |
Its |
Vice President Aircraft Acquisition |
Attachments A, B and C
FED-PA-03712-LA-1208292 R1 |
September 23, 2014 Page 4 |
BOEING PROPRIETARY
Attachment A to Letter Agreement FED-PA-03712-LA-1208292R1
[*]
FED-PA-03712-LA-1208292 R1 Attachment A |
September 23, 2014 |
BOEING PROPRIETARY
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
Attachment B to Letter Agreement FED-PA-03712-LA-1208292R1
[*]
FED-PA-03712-LA-1208292 R1 Attachment B |
September 23, 2014 |
BOEING PROPRIETARY
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
Attachment C to Letter Agreement FED-PA-03712-LA-1208292R1
ESCALATION EXAMPLE
[*]
FED-PA-03712-LA-1208292 R 1 Attachment C |
September 23, 2014 |
BOEING PROPRIETARY
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
|
The Boeing Company | |
P.O. Box 3707 | ||
Seattle, WA 98124-2207 |
Federal Express Corporation
3131 Democrat Road
Memphis, TN 38118
Subject: | [*] | |
References: | (a) Customer Services General Terms Agreement No. S2-2 (CSGTA) between The Boeing Company ( Boeing ) and Federal Express Corporation (Customer) | |
(b) Supplemental Agreement No. 5 to Purchase Agreement No. PA-3712 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Federal Express Corporation ( Customer ) relating to Model 767-3S2F aircraft ( Aircraft ) |
[*]
Customer understands that Boeing considers certain commercial and financial information contained in this offer as confidential. Customer agrees that it will treat this offer and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this offer or any information contained herein to any other person or entity without the written consent of Boeing.
Please sign and return this offer on or before September 30, 2014, the date on which this offer will otherwise expire.
FED-LA-1403577 [*] |
September 23, 2014 Page 1 |
BOEING PROPRIETARY
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
AGREED AND ACCEPTED this | ||||||||
September 29, 2014 |
||||||||
Date | ||||||||
THE BOEING COMPANY | FEDERAL EXPRESS CORPORATION | |||||||
/s/ L. Kirsten Jensen |
/s/ Phillip C. Blum |
|||||||
Signature | Signature | |||||||
L. Kirsten Jensen |
Phillip C. Blum |
|||||||
Printed name | Printed name | |||||||
Attorney-in-Fact |
Vice President |
|||||||
Title | Title |
FED-LA-1403577 [*] |
September 23, 2014 LA Page 2 |
BOEING PROPRIETARY
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
Exhibit 10.3
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT | 1. CONTRACT ID CODE |
PAGE OF 1 8 |
2. AMENDMENT/MODIFICATION NO. 019
|
3. EFFECTIVE DATE 06/27/2014 |
4. REQUISITION/PURCHASE REQ. NO. |
5. PROJECT NO. ( If applicable ) |
|||||
6. ISSUED BY CODE | 5ASNET | 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) | CODE | 5ASNET | ||||
ALAINA EARL Air Transportation CMC United States Postal Service 475 LEnfant Plaza SW Room 1P 650 Washington DC 20260-0650 (202) 268-6580
|
Air Transportation CMC Air Transportation CMC United States Postal Service 475 LEnfant Plaza SW, Room 1P650 Washington DC 20260-0650 |
8. NAME AND ADDRESS OF CONTRACTOR ( No., Street, County, State, and Zip Code ) FEDERAL EXPRESS CORPORATION 3610 HACKS CROSS ROAD MEMPHIS TN 38125-8800 |
(x) |
9A. AMENDMENT OF SOLICITATION NO.
|
||||
9B. DATED ( SEE ITEM 11 )
|
||||||
x
|
10A. MODIFICATION OF CONTRACT/ORDER NO. ACN-13-FX
|
|||||
10B. DATED ( SEE ITEM 13 )
04/23/2013
|
||||||
SUPPLIER CODE: 000389122 | FACILITY CODE |
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
¨ | ¨ is extended, ¨ is not extended. |
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment number. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA ( If Required ) See Schedule |
$0.00 |
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
|
(x) | A. |
THIS CHANGE BY CLAUSE IS ISSUED PURSUANT TO: (Specify Clause) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
|
||||||
¨ | ||||||||
¨ | B. |
THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES ( such as changes in paying office, appropriation date, etc. ) SET FORTH IN ITEM 14.
|
||||||
¨ | C. |
THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
|
||||||
x | D. |
OTHER (such as no cost change/cancellation, termination, etc.) (Specify type of modification and authority): THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. Mutual Agreement of the Contracting Parties
|
15A. NAME AND TITLE OF SIGNER ( Type or print )
Paul J. Herron, Vice President
|
16A. NAME AND TITLE OF CONTRACTING OFFICER ( Type or print )
Susan E. Partridge
|
15B. CONTRACTOR/OFFEROR
/s/ PAUL J. HERRON (Signature of person authorized to sign) |
15C. DATE SIGNED
09/09/14 |
16B. CONTRACT AUTHORITY
/s/ SUSAN E. PARTRIDGE (Signature of Contracting Officer) |
16C. DATE SIGNED
09/09/14 |
CONTINUATION SHEET |
REQUISITION NO. |
PAGE OF 2 8 |
CONTRACT/ORDER NO. ACN-13-FX/019 |
AWARD/ EFFECTIVE DATE 06/27/2014 |
MASTER/AGENCY CONTRACT NO. | SOLICITATION NO. |
SOLICITATION ISSUE DATE |
ITEM NO | SCHEDULE OF SUPPLIES / SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
Delivery Scan under Payment Procedures. The time of the scan will also be used to measure performance under Performance Requirements and Measurement and in the assessment of reductions under Reduction of Payment. All destinating offshore volume will move to the offshore destination as part of the Aviation Suppliers services under this contract, on a first-in, first-out basis. The Aviation Supplier is still responsible for performing a Delivery Scan when the volume is tendered to the Postal Service at the offshore destination.
2. Beginning on line 576, in the Ordering Process Non-Peak Day Network section, the following language is inserted:
[*]
3. Lines 622 623 will change
FROM:
The Postal Service will request capacity based on specific plans for a Tuesday / Wednesday plan, a Thursday / Friday plan, and a Saturday / Sunday plan.
TO:
The Postal Service will request capacity based on specific plans for a Tuesday / Wednesday plan, a Thursday / Friday plan, a Saturday plan and a Sunday plan.
4. Lines 842 843 will change
FROM:
Continued |
* 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.
CONTINUATION SHEET |
REQUISITION NO. |
PAGE OF 3 8 |
CONTRACT/ORDER NO. ACN-13-FX/019 |
AWARD/ EFFECTIVE DATE 06/27/2014 |
MASTER/AGENCY CONTRACT NO. | SOLICITATION NO. |
SOLICITATION ISSUE DATE |
ITEM NO | SCHEDULE OF SUPPLIES / SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
The reduction in payment will be based on a conversion of the weight of the late Handling Units to cubic feet by the applicable mail class density and will be applied at the base or the tier in which the delivery occurred
TO:
The reduction in payment will be based on a conversion of the weight of the late Handling Units to cubic feet by the applicable contract density and will be applied at the base or the tier in which the late delivery occurred
5. Lines 1201-1203 will change
FROM:
[*]
TO:
[*]
6. Lines 1230 1232 will change
From:
The transportation payment fir mixed ULDs will be based on the applicable cubic feet of the originating ULD. These transportation payments will be reduced for Handling Units not receiving a Delivery Scan by converting the weight of the Handling Units without a Delivery Scan at the correct destination to cubic feet by the applicable mail class density.
Continued |
* 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.
CONTINUATION SHEET |
REQUISITION NO. |
PAGE OF 4 8 |
CONTRACT/ORDER NO. ACN-13-FX/019 |
AWARD/ EFFECTIVE DATE 06/27/2014 |
MASTER/AGENCY CONTRACT NO. | SOLICITATION NO. |
SOLICITATION ISSUE DATE |
ITEM NO | SCHEDULE OF SUPPLIES / SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
TO:
The transportation payment for mixed ULDs will be based on the applicable feet of the originating ULD. These transportation payments will be reduced for Handling Units not receiving a Delivery Scan by converting the weight of the Handling Units without a Delivery Scan at the correct destination to cubic feet by the applicable contract density.
7. Lines 1245 1247 is changed
FROM:
If mail is tendered to the aviation supplier from a defined truck location as identified in Attachments 3 and 4 at contract award, the invoiced cubic feet will be calculated by dividing the Handling Units Postal Service assigned rounded weight by the applicable mail class density.
TO
If mail is tendered to the aviation supplier from a defined truck location as identified in Attachments 3 and 4 at contract award, the invoiced cubic feet will be calculated by dividing the Handling Units Postal Service assigned rounded weight by the applicable contract density.
8. Lines 1252 1253 will change
FROM
The aviation supplier will accept ad hoc trucks from the Postal Service at the proposed hub locations. The invoiced cubic feet for ad hoc trucks will be calculated by dividing the Handling Units Postal Service assigned rounded weight by the applicable mail class density. Recognizing the reduced work content, the
Continued |
CONTINUATION SHEET |
REQUISITION NO. |
Page Of 5 8 |
CONTRACT/ORDER NO. ACN-13-FX/019 |
AWARD/ EFFECTIVE DATE 06/27/2014 |
MASTER/AGENCY CONTRACT NO | SOLICITATION NO. |
SOLICITATION ISSUE DATE |
ITEM NO | SCHEDULE OF SUPPLIES / SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
aviation supplier will provide an unload rate in Attachment 10: Pricing for the receipt and processing of all ad hoc truck mail volume. The Postal Service will incorporate ad hoc truck payments in the weekly electronic payment.
TO
The aviation supplier will accept ad hoc trucks from the Postal Service at the proposed hub locations. The invoiced cubic feet for ad hoc trucks will be calculated by dividing the Handling Units Postal Service assigned rounded weight by the applicable contract density. The Postal Service will incorporate ad hoc truck payments in the weekly electronic payment.
9. The following is added at line 1284:
The average weight process is detailed in Attachment 15, Average Weights.
10. The following is added at line 1293:
The Re-Labeling process is described in Attachment 16, Re-labeling / Type M Matching Process
11. The following is added at line 1363:
The average weight process is detailed in Attachment 15, Average Weights.
12. The following definition is added to Clause B-1:
Definitions:
a. Payment Week: The period each week of an Operating Period between 00:00 Saturday and 23:59 Friday.
Continued |
CONTINUATION SHEET |
REQUISITION NO. |
Page Of 6 8 |
CONTRACT/ORDER NO. ACN-13-FX/019 |
AWARD/ EFFECTIVE DATE 06/27/2014 |
MASTER/AGENCY CONTRACT NO | SOLICITATION NO. |
SOLICITATION ISSUE DATE |
ITEM NO | SCHEDULE OF SUPPLIES / SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
13. Lines 3488 3492 will change
FROM:
It is the responsibility of the Party asserting the Force Majeure event to formally declare that a Force Majeure event has taken place within twenty-four (24) hours of the event.
TO:
It is the responsibility of the Party asserting the Force Majeure event to formally declare that a Force Majeure event has taken place within twenty-four (24) hours of the event, except when the event occurs on a Friday, Saturday or Sunday. Declaration of a Force Majeure event that occurs on a Friday, Saturday, or Sunday must be made by the close of business on the following Monday, except when the Monday falls on a holiday, then it must be declared by the close of business on the following Tuesday.
14. Attachment 1 is corrected as follows:
Operating Period 25: End Date From 11/02/15 TO 11/01/15 Operating Period 26: Begin Date From 11/03/15 TO 11/02/15 Operating Period 68: Begin date From 04/29/14 TO 04/29/19 Operating Period 74: Begin date From 10/30/19 TO 10/28/19
15. Required Delivery Times in Attachments 3 & 4, attached, are corrected.
16. The following special notes added are added to Attachment 3:
Continued |
CONTINUATION SHEET |
REQUISITION NO. |
Page Of 7 8 |
CONTRACT/ORDER NO. ACN-13-FX/019 |
AWARD/ EFFECTIVE DATE 06/27/2014 |
MASTER/AGENCY CONTRACT NO | SOLICITATION NO. |
SOLICITATION ISSUE DATE |
ITEM NO | SCHEDULE OF SUPPLIES / SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
a. [*]
b. [*]
c. [*]
d. [*]
17. The following was added to Attachment 3, Operating Plan, Day Network: Tender and Delivery Codes Definition:
K: Aviation Supplier Deck Loads
18. Corrections to the Tender and Delivery Codes are attached
19. The following sites and tender times were added to:
Attachment 4, Operating Plan Night Network and, Attachment 4, Operating Plan, Night Network, Tender and Delivery Codes:
Amarillo, TX (AMA) Helena, MT (HLN) Salisbury, MD (SBY)
20. [*]
Continued |
* 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.
CONTINUATION SHEET |
REQUISITION NO. |
Page Of 8 8 |
CONTRACT/ORDER NO. ACN-13-FX/019 |
AWARD/ EFFECTIVE DATE 06/27/2014 |
MASTER/AGENCY CONTRACT NO | SOLICITATION NO. |
SOLICITATION ISSUE DATE |
ITEM NO | SCHEDULE OF SUPPLIES / SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
[*]
21. [*]
a. [*]
22. The following Wage Determinations are incorporated into Attachment 13, Service Contract Act Wage Determinations:
[*]
23. Attachment 14, Density, is hereby incorporated.
24. Attachment 15, Average Weight Process, is hereby incorporated.
25. Attachment 16, Re-Labeling / HUP Process, is hereby incorporated.
26. Attachment 17, Handling Unit Types, is hereby incorporated. Sub Rept Reqd: Y Carrier Code: FX Route Termini S: Various Route Termini End: Various Payment Terms: SEE CONTRACT Period of Performance: 09/30/2013 to 09/30/2020 |
* 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.
United States Postal Service
AIR CARGO NETWORK
Contract ACN-13-FX
Awarded By:
Air Transportation CMC
Transportation Portfolio
Supply Management
475 LEnfant Plaza SW
Room 1P 650
Washington, DC 20260-0650
April 23, 2013
Modification 1 Issued May 28, 2013
Modification 2 Issued June 24, 2013
Modification 3 Issued September 24, 2013
Modification 7 Issued October 22, 2013
Modification 11 Issued January 6, 2014
Modification 12 February 3, 2014
Modification 13 March 3, 2014
Modification 14 March 31, 2014
Modification 15 April 28, 2014
Modification 16 May 27, 2014
Modification 17, May 11, 2014
Modification 18, June 18, 2014
Modification 19, June 27, 2014
Air Cargo Network
Contract ACN-13-FX
Table of Contents
Part 1: Statement of Work |
5 | |||
Purpose and Scope |
5 | |||
Scale |
5 | |||
Services Provided |
5 | |||
Service Points |
6 | |||
Management Plan |
6 | |||
Frequency |
7 | |||
Mail Assignment and Transport - Day Network |
7 | |||
Mail Assignment and Transport - Night Network |
7 | |||
Local Agreements |
7 | |||
Postal Service Performs Terminal Handling Service (THS) Operation - Day Network |
7 | |||
Aviation Supplier Planned Accommodation - Day Network |
8 | |||
Aviation Supplier Planned Accommodation - Night Network |
9 | |||
Delivery - Day Network |
9 | |||
Delivery - Night Network |
9 | |||
Saturday Delivery - Day Network |
9 | |||
Specific Delivery Instructions |
9 | |||
Boarding Priority - Day Network |
9 | |||
Boarding Priority - Night Network |
10 | |||
Repossession of Mail by the Postal Service |
10 | |||
Treatment of Exceptional Types of Mail |
10 | |||
Perishable Mail and Live Mail |
12 | |||
Registered Mail |
12 | |||
Offshore Capacity Requirement - Day Network |
12 | |||
Volume Commitment - General Information |
13 | |||
Volume Commitment - Contract Volume Minimum - Day Network |
13 | |||
Operating Period Volume Minimum - Day Network |
13 | |||
Operating Period Volume Minimum - Night Network |
13 | |||
Volume Commitment - Holiday - Day Network |
14 | |||
Volume Commitment - Holiday - Night Network |
14 | |||
Operating Periods |
15 | |||
Ordering Process - Non-Peak - Day Network |
15 | |||
Ordering Process - Non-Peak - Night Network |
15 | |||
Ordering Process - Peak - Day Network |
16 | |||
Ordering Process - Peak - Night Network |
16 | |||
Electronic Data Interchange (EDI) |
17 | |||
Operational Condition Reports |
17 | |||
Dimensional Weight Reports |
18 | |||
Scanning and Data Transmission |
18 | |||
Performance Requirements and Measurement |
19 | |||
Reduction of Payment |
20 | |||
Performance Management |
21 | |||
Sustainability |
21 | |||
Security |
22 | |||
Postal Service Employees Allowed Access |
22 | |||
Personnel Screening |
22 | |||
Payment Procedures |
26 | |||
Rates and Payment General |
26 | |||
Payment Processing - Day Network - Per Cube |
27 | |||
Payment Processing - Night Network - Per Pound |
29 |
Air Cargo Network
Contract ACN-13-FX
Table of Contents
Reconciliation Process |
30 | |||||
Part 3: Contract Clauses |
31 | |||||
Clause B-1: |
Definitions (March 2006) (Tailored) |
31 | ||||
Clause B-3: |
Contract Type (March 2006) (Tailored) |
34 | ||||
Clause B-9: |
Claims and Disputes (March 2006) (Tailored) |
34 | ||||
Clause B-10: |
Pricing of Adjustments (March 2006) (Tailored) |
35 | ||||
Clause B-15: |
Notice of Delay (March 2006) (Tailored) |
35 | ||||
Clause B-22: |
Interest (March 2006) (Tailored) |
36 | ||||
Clause B-25: |
Advertising of Contract Awards (March 2006) |
36 | ||||
Clause B-30: |
Permits and Responsibilities (March 2006) (Tailored) |
36 | ||||
Clause B-39: |
Indemnification (March 2006) (Tailored) |
36 | ||||
Clause B-45: |
Other Contracts (March 2006) (Tailored) |
36 | ||||
Clause B-65: |
Adjustments to Compensation (March 2006) (Tailored) |
36 | ||||
Clause B-69: |
Events of Default (March 2006) (Tailored) |
37 | ||||
Clause B-75: |
Accountability of the Aviation Supplier (Non-Highway) (March 2006) (Tailored) |
37 | ||||
Clause B-77: |
Protection of the Mail (Non-Highway) (March 2006) (Tailored) |
38 | ||||
Clause B-80: |
Laws and Regulations Applicable (March 2006) (Tailored) |
39 | ||||
Clause B-81: |
Information or Access by Third Parties (March 2006) (Tailored) |
39 | ||||
Clause B-82: |
Access by Officials (March 2006) (Tailored) |
39 | ||||
Clause 1-1: |
Privacy Protection (July 2007) |
40 | ||||
Clause 1-5: |
Gratuities or Gifts (March 2006) |
41 | ||||
Clause 1-6: |
Contingent Fees (March 2006) |
41 | ||||
Clause 1-11: |
Prohibition Against Contracting with Former Officers or PCES Executives (March 2006) (Tailored) |
42 | ||||
Clause 1-12: |
Use of Former Postal Service Employees (March 2006) (Tailored) |
42 | ||||
Clause 2-11: |
Postal Service Property - Fixed-Price (March 2006) (Tailored) |
42 | ||||
Clause 2-22: |
Value Engineering Incentive (March 2006) |
44 | ||||
Clause 3-1: |
Small, Minority, and Woman-owned Business Subcontracting Requirements (March 2006) |
47 | ||||
Clause 3-2: |
Participation of Small, Minority, and Woman-owned Businesses (March 2006) |
48 | ||||
Clause 4-1: |
General Terms and Conditions (July 2007) (Tailored) |
48 | ||||
Clause 4-2: |
Contract Terms and Conditions Required to Implement Policies, Statutes, or Executive Orders (July 2009) (Tailored) |
52 | ||||
Clause 4-7: |
Records Ownership (March 2006) |
53 | ||||
Clause 6-1: |
Contracting Officers Representative (March 2006) |
53 | ||||
Clause 9-1: |
Convict Labor (March 2006) |
53 | ||||
Clause 9-2: |
Contract Work Hours and Safety Standards Act - Overtime Compensation (March 2006) |
54 | ||||
Clause 9-7: |
Equal Opportunity (March 2006) (Tailored) |
54 | ||||
Clause 9-9: |
Equal Opportunity Preaward Compliance of Subcontracts (March 2006) (Tailored) |
55 | ||||
Clause 9-10: |
Service Contract Act (March 2006) |
55 | ||||
Clause 9-12: |
Fair Labor Standards Act and Service Contract Act - Price Adjustment (February 2010) |
62 | ||||
Clause 9-13: |
Affirmative Action for Workers with Disabilities (March 2006) (Tailored) |
63 | ||||
Clause 9-14: |
Equal Opportunity for Disabled Veterans, Recently Separated Veterans, Other Protected Veterans, and Armed Forces Service Medal Veterans (February 2010) (Tailored) |
64 | ||||
Contract Term |
66 | |||||
Renewal Process |
66 | |||||
Amendments or Modifications |
66 |
Air Cargo Network
Contract ACN-13-FX
Table of Contents
Assignment |
66 | |||||
Bankruptcy |
67 | |||||
Confidentiality |
67 | |||||
Entire Agreement |
68 | |||||
Force Majeure |
68 | |||||
Frequency Adjustment |
69 | |||||
Notices |
69 | |||||
Severability |
70 | |||||
Third Party Governmental Delays |
70 | |||||
Waiver of Breach |
70 | |||||
Part 4 - List of Attachments and Forms |
71 | |||||
Attachment 1 |
Postal Service Operating Periods, dated June 27, 2014 |
72 | ||||
Attachment 2 |
Air Stops & Projected Volumes, dated January 8, 2013 |
74 | ||||
Attachment 3 |
Operating Plan, Day Network, dated June 27, 2014 |
75 | ||||
Attachment 4 |
Operating Plan, Night Network, dated June 27, 2014 |
81 | ||||
Attachment 5 |
Reserved |
|||||
Attachment 6 |
Postal Furnished Property, April 16, 2013 |
89 | ||||
Attachment 7 |
Electronic Data Interchange Service Requirements, dated September 1, 2012 |
90 | ||||
Attachment 8 |
Investigative / Security Protocol and Guidelines, dated July 2012 |
91 | ||||
Attachment 9 |
Wage Determination, dated October 31, 2012 |
95 | ||||
Attachment 10 |
Pricing, dated June 27, 2014 |
98 | ||||
Attachment 11 |
Perishable Mail and Lives, June 27, 2014 |
100 | ||||
Attachment 12 |
Reserved |
|||||
Attachment 13 |
Service Contract Act Wage Determinations, dated June 24, 2014 |
102 | ||||
Attachment 14 |
Contract Density, dated June 27, 2014 |
122 | ||||
Attachment 15 |
Average Weight Process, dated June 27, 2014 |
124 | ||||
Attachment 16 |
Re-labeling Process, dated June 27, 2014 |
125 | ||||
Attachment 17 |
Handling Unit Types, dated June 27, 2014 |
127 |
Forms |
||
DOT Form F 5800.1 |
Hazardous Materials Incident Report | |
I-9 Form |
Employment Eligibility Verification | |
PS Form 2025 |
Contract Personnel Questionnaire | |
PS Form 8203 |
Order / Solicitation / Offer / Award | |
US Treasury Form 941 |
Quarterly Federal Tax Return |
Air Cargo Network
Contract ACN-13-FX
Part 1: Statement of Work
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* | 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. |
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166 |
Destination of Airline ULD Mixed (to be sorted at hub) |
|
167 | ||
168 | The Operating Plan will be mutually agreed upon prior to implementation. | |
169 | ||
170 171 172 |
The aviation supplier will transport, scan, and deliver the ULDs to the specific Service Points listed in
Attachment 3: Operating Plan, Day Network. The Postal Service or its representative will build the ULDs in conformance with the aviation suppliers Operating Plan. |
|
173 | ||
174 | The aviation supplier will perform the following activities including, but not limited to: | |
175 | ||
176 177 178 |
a. Sorting and scanning mail at an aviation supplier hub, as necessary, which also may
include
|
|
179 | ||
180 181 |
b. In the unlikely event that mail tendered to the aviation supplier is in excess
(overflow) of what
|
|
182 |
i. Secure the mail. |
|
183 184 |
ii. Scan all Handling Units and record the number of pieces, weight, and destination of
|
|
185 186 187 |
iii. Immediately notify the local Postal official after becoming aware of an overflow
|
|
188 189 |
iv. Prepare all overflow mail for delivery to the local designated Postal facility within
|
|
190 191 |
v. Provide a written report of the overflow to the local Postal official with a copy to
the
|
|
192 | ||
193 194 195 196 |
When transporting mail in carts, containers, or other vehicles, the mail must be securely enclosed to
protect it from loss, depredation, and damage. The aviation supplier will stage mail in a secure area while in its possession. The aviation supplier is not allowed to transport mail in the cabs of its vehicles except for mail containing live animals. |
|
197 | ||
198 | ||
199 | Aviation Supplier Planned Accommodation - Day Network | |
200 201 202 |
The aviation supplier will guarantee space to accommodate up to 105% of the Planned Capacity from
each origin daily. All mail accepted by the aviation supplier is subject to the service commitments set forth in this contract. |
|
203 | ||
204 205 206 |
If the Postal Service tenders mail in excess of 105% of the Planned Capacity for that Service Point,
the aviation supplier may refuse to transport the excess tender. If the volume is accepted, the same service requirements apply. |
|
207 | ||
208 209 210 |
If the Postal Service tenders mail to the aviation supplier after the All Mail Due Aviation Supplier
column as shown in Attachment 3: Operating Plan, Day Network, the aviation supplier has the right to refuse that volume. |
|
211 | ||
212 213 214 |
Mail accepted after the agreed upon All Mail Due Aviation Supplier column in
Attachment 3:
Operating Plan, Day Network, shall be subject to the same service commitments as mail tendered at or before the All Mail Due Aviation Supplier column. |
|
215 | ||
216 |
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387 | ||
388 | Perishable Mail and Live Mail | |
389 390 391 392 393 394 |
The aviation supplier will be required to transport as mail perishable items which the Postal Service
has accepted as mailable under Domestic Mail Manual (DMM) 601, sub section 9.0, including live animals as discussed at DMM 601 subsection 9.3. The Postal Service will notify the aviation supplier a minimum of two (2) hours prior to the All Mail Due Aviation Supplier time as listed in Attachment 3: Operating Plan, Day Network , and Attachment 4: Operating Plan, Night Network , of the intended flight of known perishable mail, including live animals. |
|
395 | ||
396 397 |
Attachment 11: Perishable Mail and Lives
, details the requirements for preparation and tender of
perishable mail and live animal shipments. |
|
398 | ||
399 | ||
400 | Registered Mail | |
401 | The aviation supplier will accept Registered Mail provided in Con-Cons for the Day Network only. | |
402 | ||
403 404 |
Registered Mail Con-Cons will be a part of the Planned Capacity and will be tendered in accordance
with Attachment 3: Operating Plan, Day Network . |
|
405 | ||
406 407 |
Upon request, the aviation supplier shall furnish the Postal Service the following information
concerning Registered Mail: |
|
408 |
Aircraft number, |
|
409 |
Aircraft compartment location, |
|
410 |
Actual flight departure time, and |
|
411 |
Any accident or irregularity which occurs to a flight containing Registered Mail. |
|
412 | ||
413 414 415 |
Registered Mail Handling Units will have a D&R Tag affixed indicating the final destination air stop.
This Handling Unit shall remain intact and shall not be opened by the aviation supplier. The desired routing for Registered Mail shipments will be to non-stop or direct flights only. |
|
416 | ||
417 418 419 |
The aviation supplier shall advise the U.S. Postal Inspection Service, local Postal Service
representatives, and will send an email message to the COR of any Registered Mail that does not make its planned dispatch for disposition instructions. |
|
420 | ||
421 | ||
422 | Offshore Capacity Requirement - Day Network | |
423 424 |
The aviation supplier will make available at least the following daily volumes into and out of the
following locations. |
|
425 | ||
426 |
Cube Based : |
|
427 |
[*] cube (Originating) and [*] cube Destinating Anchorage (ANC) |
|
428 |
[*] cube (Originating) and [*] cube Destinating Honolulu (HNL) |
|
429 |
[*] cube (Originating) and [*] cube Destinating San Juan (SJU) |
|
430 | ||
431 432 |
The Postal Service may increase this capacity as needed through the planning process through the
mutual agreement of the parties. |
|
433 | ||
434 435 436 437 438 439 |
In the event that destinating offshore volumes exceed the volumes listed in Offshore Capacity
Requirement - Day Network at the Aviation Suppliers Memphis hub, the excess volume will receive a scan in Memphis that qualifies as a Delivery Scan. This scan will fulfill the requirement that the aviation supplier obtain a destination Delivery Scan under Payment Procedures . The time of the scan will also be used to measure performance under Performance Requirements and Measurement and in the assessment of reductions under Reduction of Payment . |
|
440 | ||
441 442 |
All destinating offshore volume will move to the offshore destination as part of the Aviation Suppliers
services under this contract, on a first-in, first-out basis. The Aviation Supplier is still responsible for |
* | 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. |
Page 12 of 128
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Part 1: Statement of Work
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* | 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. |
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499 | [*] | |
500 | ||
501 | ||
502 | ||
503 | ||
504 | ||
505 | ||
506 | ||
507 | Volume Commitment - Holiday - Day Network | |
508 509 |
Each holiday will be addressed separately between the parties during the Ordering Process. The
holidays are: |
|
510 |
New Years Day ( widely observed ) |
|
511 |
Martin Luther King Day |
|
512 |
Presidents Day |
|
513 |
Memorial Day ( widely observed ) |
|
514 |
Independence Day ( widely observed ) |
|
515 |
Labor Day ( widely observed ) |
|
516 |
Columbus Day |
|
517 |
Veterans Day |
|
518 |
Thanksgiving ( widely observed ) |
|
519 |
Christmas ( widely observed ) |
|
520 | ||
521 522 |
For purposes of Contract Volume Minimum and Operating Period Volume Minimum calculations, the
following days will not be included: |
|
523 |
Widely observed holidays |
|
524 |
The day following the widely observed holidays that occur on a Monday |
|
525 |
Non-widely observed holidays that occur on a Monday |
|
526 | ||
527 528 |
For purposes of Contract Volume Minimum and Operating Period Volume Minimum calculations, the
following days will be included at a 50% volume level: |
|
529 |
The day following widely observed holidays not occurring on a Monday |
|
530 |
Non-widely observed holidays not occurring on a Monday |
|
531 |
The day after a non-widely observed holiday |
|
532 | ||
533 | ||
534 | Volume Commitment - Holiday - Night Network | |
535 536 |
Each holiday will be addressed separately between the parties during the Ordering Process. The
holidays are: |
|
537 |
New Years Day ( widely observed ) |
|
538 |
Martin Luther King Day |
|
539 |
Presidents Day |
|
540 |
Memorial Day ( widely observed ) |
|
541 |
Independence Day ( widely observed ) |
|
542 |
Labor Day ( widely observed ) |
|
543 |
Columbus Day |
|
544 |
Veterans Day |
|
545 |
Thanksgiving ( widely observed ) |
|
546 |
Christmas ( widely observed ) |
|
547 | ||
548 549 |
The widely observed holidays will not be included in the Operating Period Volume Minimum calculation. |
|
550 | ||
551 552 |
The non-widely observed holidays will be included at a 50% volume level in the Operating Period Volume Minimum calculation. |
|
553 |
* | 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. |
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554 | ||
555 | Operating Periods | |
556 557 558 |
The Operating Periods are incorporated as
Attachment 1: Postal Service Operating Periods
. No
Operating Period will exceed five weeks. The Peak Operating Periods are designated in Attachment 1: Postal Service Operating Periods . |
|
559 | ||
560 | ||
561 | Ordering Process - Non-Peak - Day Network | |
562 563 564 565 566 |
The Postal Service will provide the aviation supplier mail volumes in accordance with the identified
schedule specified below. The forecasting structure will specify each origin / destination lane pair including cubic feet by day of week for the pairs. The Postal Service will request capacity based on specific plans for a Tuesday / Wednesday plan, a Thursday / Friday plan, a Saturday plan, and a Sunday plan. |
|
567 | ||
568 | [*] | |
569 | ||
570 | ||
571 | ||
572 | ||
573 | ||
574 | ||
575 | ||
576 | ||
577 | ||
578 | ||
579 | ||
580 | ||
581 | ||
582 | ||
583 | ||
584 585 |
Over the course of the Ordering Process for two (2) Operating Periods, the Postal Service may reduce
volume down to the Contract Volume Minimum. |
|
586 | ||
587 588 |
The request for capacity shall be presented to the aviation supplier in a mutually agreed upon
electronic origin / destination format. |
|
589 | ||
590 591 592 593 594 595 |
Bypass containers will be allocated in lanes where the requested capacity is greater than one hundred
and ten (110) percent of the cubic capacity of the ULD configuration for the aircraft planned for the Service Point provided there is sufficient space to flow the Bypass container from the origin to the final destination on the scheduled flights. To facilitate this process, the Postal Service and the aviation supplier will jointly agree upon both Bypass and Mixed containers to be built at all origins during the Ordering Process. |
|
596 | ||
597 | ||
598 | Ordering Process - Non-Peak - Night Network | |
599 600 601 |
The Postal Service will provide the aviation supplier mail volumes in accordance with the identified
schedule specified below. The forecasting structure will specify each origin / destination lane pair including weight. |
|
602 | ||
603 | [*] | |
604 | ||
605 | ||
606 | ||
607 | ||
608 | ||
609 |
* | 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. |
Page 15 of 128
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Mod 19
610 | [*] | |
611 | ||
612 | ||
613 614 |
The request for capacity shall be presented to the aviation supplier in a mutually agreed upon
electronic origin / destination format. |
|
615 | ||
616 | ||
617 | Ordering Process - Peak - Day Network | |
618 619 620 621 622 623 |
The Peak Operating Period will consist of four or five individual weeks, measured and planned as
independent of each other. One of the five weeks of the Peak Operating Period will include the week of Christmas. As such, the requested volume capacity will include the Christmas week. The forecasting structure will specify each origin / destination lane pair including weight or cubic feet by day of week for the pairs. The Postal Service will request capacity based on specific plans for a Tuesday / Wednesday plan, a Thursday / Friday plan, a Saturday plan and a Sunday plan. |
|
624 | ||
625 626 627 628 629 630 |
The aviation supplier will make available at least [*] cubic feet of capacity per week for the Peak
Operating Period for the Day Network. As a general planning guideline, the historical volume transported per day during the Peak Operating Period ranges between [*] to [*] cubic feet. The Peak season tab included in Attachment 2: Air Stops & Projected Volumes provides the historic mail volume in pounds by mail class by week during the Peak Operating Period. These volumes are provided for initial planning purposes and do not constitute a guarantee of volume for the Peak Ordering Period. |
|
631 | ||
632 | ||
633 634 635 636 637 638 639 640 641 |
For the Peak Operating Period, the Postal Service will provide the aviation supplier a request for
capacity by lane, expressed in cubic feet, one hundred fifty (150) days prior to the beginning of the Peak Operating Period. The request for capacity shall be presented to the aviation supplier in a mutually agreed upon electronic origin / destination format. The aviation supplier will reply to the request by providing the Postal Service with its response expressed in cubic feet one hundred twenty (120) days prior to the start of the Peak Operating Period. The Postal Service will communicate its acceptance of the aviation suppliers response ninety (90) days prior to the commencement of the Peak Operating Period. The Postal Service acceptance establishes the Planned Capacity for the Peak Operating Period. |
|
642 | ||
643 | The Operating Period Minimum Volume for Peak will be [*] of the Planned Capacity. | |
644 | ||
645 646 |
The aviation supplier will guarantee space to accommodate up to 105% of the Planned Capacity from
each origin daily. |
|
647 | ||
648 | ||
649 | Ordering Process - Peak - Night Network | |
650 651 652 653 |
The Peak Operating Period will consist four or five individual weeks, measured and planned as
independent of each other. One of the five weeks of the Peak Operating Period will include the week of Christmas. As such, the requested volume capacity will include the Christmas week. The forecasting structure will specify each origin / destination lane pair including weight. |
|
654 | ||
655 656 657 658 659 660 661 662 663 |
For the Peak Operating Period, the Postal Service will provide the aviation supplier a request for
capacity by lane, expressed in pounds, one hundred fifty (150) days prior to the beginning of the Peak Operating Period. The request for capacity shall be presented to the aviation supplier in a mutually agreed upon electronic origin / destination format. The aviation supplier will reply to the request by providing the Postal Service with its response expressed in pounds one hundred twenty (120) days prior to the start of the Peak Operating Period. The Postal Service will communicate its acceptance of the aviation suppliers response ninety (90) days prior to the commencement of the Peak Operating Period. The Postal Service acceptance establishes the Planned Capacity for the Peak Operating Period. |
|
664 | ||
665 | The Operating Period Minimum Volume for Peak will be [*] of the Planned Capacity. |
* | 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. |
Page 16 of 128
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666 | ||
667 668 |
The aviation supplier will guarantee space to accommodate up to 120% of the Planned Capacity from
each origin daily. |
|
669 | ||
670 | ||
671 | Electronic Data Interchange (EDI) | |
672 673 674 675 |
The aviation supplier will provide status and operational data as specified in
Attachment 7: Electronic
Data Interchange Service Requirements . The aviation supplier will use the EDI methods specified in the attachment to transmit and receive volume, and appropriate scans from its system to the Postal Service system. |
|
676 | ||
677 | ||
678 | Operational Condition Reports | |
679 680 |
The aviation supplier shall submit reports of hub and Service Point operating conditions on a daily
basis for the Day Network and the Night Network. |
|
681 | ||
682 683 684 685 686 |
Some examples of these daily reports (more may be required) are: service performance reports,
operations reports for departures / arrivals late due to mechanical issues, operations reports for departures / arrivals late due to weather and other issues, sort mail volume , mis-sent mail volume, surface truck utilization, etc. The format of the report and the items reported will be mutually agreed upon by the COR and the aviation supplier. |
|
687 | ||
688 689 |
In addition to these daily reports, the aviation supplier will coordinate with and advise the COR of any
contingency plans to move mail delayed in transit, as soon as practical. |
|
690 | ||
691 | The table below lists the reports required initially. | |
692 |
Report Type |
Name |
Frequency |
||
Operational Planning | [*] | Prior to Operating Period | ||
Operational Planning | [*] | Prior to Operating Period | ||
Operational Planning | [*] | Prior to Operating Period | ||
Operational Planning | [*] | Prior to Operating Period | ||
Operational Planning | [*] | Prior to Operating Period | ||
Operational Planning | [*] | Monthly | ||
Operational Reports | [*] | Tuesday through Sunday | ||
Operational Reports | [*] | Monday through Friday | ||
Operational Reports | [*] | Tuesday through Sunday | ||
Operational Reports | [*] |
Monday through Friday Tuesday / Wednesday / |
||
Operational Reports | [*] | Thursday / Saturday | ||
Operational Reports | [*] | Monday through Thursday | ||
Operational Reports | [*] | Tuesday through Sunday | ||
Operational Reports | [*] |
Tuesday / Wednesday / Thursday / Saturday |
||
Operational Reports | [*] | Tuesday through Sunday |
* | 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. |
Page 17 of 128
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Operational Reports | [*] | Tuesday through Sunday | ||
Operational Reports | [*] | Monday through Friday | ||
Operational Reports | [*] | Monday through Friday | ||
Operational Reports | [*] | Daily | ||
Operational Reports | [*] | Tuesday through Sunday | ||
Operational Reports | [*] | Monday through Friday | ||
Operational Reports | [*] | Tuesday through Sunday | ||
Operational Reports | [*] | Tuesday through Sunday | ||
Operational Reports | [*] | Tuesday through Sunday |
693 | ||
694 | ||
695 | Dimensional Weight Reports | |
696 697 698 |
The aviation supplier will provide a weekly report electronically for the Day Network of the dimensional
weights [*]. This report will provide the following information for each Outside Pieces Handling Unit D&R tag: |
|
699 |
Time of each Handling Unit through the sort |
|
700 |
The length of each Handling Unit |
|
701 |
The width of each Handling Unit |
|
702 |
The height of each Handling Unit |
|
703 |
The D&R tag of each Handling Unit |
|
704 | ||
705 | A sample of the report is below: | |
706 | ||
707 |
Sorter, Time Stamp,Length,Width,Height,D&R Tag |
|
708 |
AS002,10170703012011,1863,1663,1005,1GBNP673BF |
|
709 |
AS002,10172003012011,2413,1107,0460,1ICK9H2YF/ |
|
710 |
AS002,10172703012011,3425,1911,0968,15HPP8W7D6 |
|
711 |
AS002,10175003012011,1864,1200,1149,1FZFOM73BX |
|
712 |
AS002,10175103012011,2404,1153,0460,17MKSORVBQ |
|
713 | ||
714 | ||
715 | Scanning and Data Transmission | |
716 717 718 719 |
All scanning data required to be presented to the Postal Service shall be in an electronic format
acceptable to the Postal Service, containing all required data elements, and reported within two (2) hours after the occurrence of a reportable event. Available data will be transmitted in EDI message format at fifteen (15) minute intervals. |
|
720 | ||
721 722 |
Scanning will be used to measure performance and serve as the basis for payment for both the Day
Network and the Night Network. |
|
723 | ||
724 725 |
Technical aspects of Electronic Data Interchange and the types of messaging events are discussed in
Attachment 7: Electronic Data Interchange Service Requirements . |
|
726 |
* | 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. |
Page 18 of 128
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* | 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. |
Page 19 of 128
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* | 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. |
Page 20 of 128
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Mod 19
897 | Security | |
898 | See Attachment 8: Investigative / Security Protocol and Guidelines . | |
899 | ||
900 | ||
901 | Postal Service Employees Allowed Access | |
902 903 904 905 |
The aviation supplier shall allow escorted Postal officials showing proper credentials access to all
buildings, field areas, ground equipment being used to sort, stage, or transport mail under this contract or under any subcontract services performed under this contract. Government regulations (e.g., Transportation Security Administration) will supersede this section. |
|
906 | ||
907 908 909 |
The aviation supplier will allow unescorted access to Postal Service employees stationed on the
aviation suppliers premises pending compliance with all required processes. Photography or videotaping will not be permitted except as outlined in the security protocols. |
|
910 | ||
911 | ||
912 | Personnel Screening | |
913 914 915 |
In general, the Postal Service accepts air carrier security program requirements set forth by the
Transportation Security Administration (TSA). In addition to these, the Postal Service also mandates additional requirements. |
|
916 | ||
917 918 919 |
The Postal Service is aware that the aviation supplier must implement its human resources programs
in accordance with certain state laws and that in that respect there may be certain deviations to the literal application of some of the Postal Service requirements set forth herein. |
|
920 | ||
921 922 923 924 925 926 927 928 929 |
In the event the aviation supplier establishes that a state law prohibits it from requesting from its
employees or prospective employees any or all of the information requested in responses to questions 21a through 21e of PS Form 2025, Contract Personnel Questionnaire , as required by 1.c below, or from certifying, as the result of a criminal records check, to any of the items requested under 1.b, Criminal History , below, the aviation supplier shall be relieved of its contractual obligation to require employees or prospective employees to respond to the portions of those questions requesting the prohibited information or to provide that information as part of its criminal records check. In these situations, the Postal Service Security Investigations Service Center (SISC) shall conduct the required criminal checks as outlined in 1.b. below. |
|
930 | ||
931 932 933 934 |
To establish the existence and the extent of the prohibitory effect of any such state law referenced
above, the aviation supplier shall provide to the SISC documentary evidence (including a copy of the state law) demonstrating the stated prohibition. The Postal Services concurrence about the prohibitory nature of a state law shall not be unreasonably withheld. |
|
935 | ||
936 937 938 |
The Contracting Officer may, in consultation with the aviation supplier and the U.S. Postal Inspection
Service, grant other appropriate deviations or implement alternate processes to the standard U.S. Postal Inspection Service requirements by letter. |
|
939 | ||
940 | Applicability | |
941 942 943 944 945 946 |
Individuals providing services to the Postal Service under this contract (including aviation suppliers,
employees of aviation suppliers, and subcontractors and their employees at all levels), hereinafter, individuals, who have been hired after the effective date of this contract and whose duties will or likely may involve handing the mail must obtain a security clearance from the Postal Service, as provided herein. Access to the mail as defined by 3.a below is permitted as soon as the security clearance package has been submitted to the SISC in Memphis. |
|
947 | ||
948 949 950 |
If the aviation supplier commences a new operation (internally or with an aviation supplier) for the
purpose of processing Postal volume, the employees hired since the effective date of this contract will be subject to Personnel Screening. |
|
951 | ||
952 953 |
Access to the mail is permitted as soon as the security clearance package has been submitted to the
SISC in Memphis. If the aviation supplier has ground handling services performed at air stops by |
Page 22 of 128
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Page 23 of 128
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Mod 19
1011 1012 1013 1014 1015 |
days prior to having access to the mail since drug tests older than ninety (90) days are
|
|
1016 1017 1018 1019 1020 1021 |
b.
Criminal History
: The aviation supplier must certify, based upon a criminal
records
|
|
1022 1023 |
i. Has not been convicted of a felony criminal violation in the past five (5) years; |
|
1024 1025 1026 1027 |
ii. Has not been convicted of serious criminal charges (e.g. murder, rape,
robbery,
|
|
1028 1029 |
iii. Does not have any pending felony or serious criminal charges; and |
|
1030 1031 |
iv. Is not on parole for or probation for any felony or serious criminal charges. |
|
1032 1033 1034 1035 |
This will be documented on the Certification and Transmittal Cover Sheet. This form is
|
|
1036 1037 1038 1039 1040 |
c.
Citizenship
: Certification of U.S. citizenship must be documented on PS Form
2025,
|
|
1041 |
2. Processing : |
|
1042 1043 1044 1045 1046 1047 |
a. The Postal Service agrees to use reasonable efforts to insure that security
clearance
|
|
1048 1049 |
b. For each individual employed by the aviation supplier or any subcontractor, the
aviation
|
|
1050 1051 1052 1053 1054 1055 1056 |
Full name Social security number Drug screening data (1.a) Criminal history certifications (1.b) Both sets of fingerprints (1.c) Citizenship certifications (1.d) |
|
1057 1058 1059 1060 1061 |
Upon receipt of the required documentation, the SISC will submit the fingerprint cards
|
|
1062 1063 1064 1065 |
c. In cases where an individual business entity is predominant at a given airport,
the
|
|
1066 1067 |
d. The aviation supplier shall maintain supporting documentation for the drug
screening
|
Page 24 of 128
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Contract ACN-13-FX
Part 1: Statement of Work
Mod 19
1068 1069 1070 |
the Postal Service, for the life of this contract in accordance with its internal procedures,
|
|
1071 1072 1073 1074 1075 |
At the employees local station, aviation suppliers are only required to maintain a copy of
|
|
1076 1077 1078 |
Aviation suppliers currently maintaining security screening files under existing Postal
|
|
1079 1080 |
Submit all forms and certifications to: |
|
1081 1082 1083 1084 1085 1086 |
Memphis SISC Security Investigations Service Center 225 North Humphreys Boulevard Fourth Floor, South Memphis, TN 38161-0008 |
|
1087 1088 1089 1090 1091 1092 |
The Postal Service intends to make its best efforts to position itself to eliminate the
|
|
1093 |
3. Access to the Mail Screening Requirements : |
|
1094 1095 1096 1097 1098 1099 1100 1101 1102 |
Access to the mail refers to individuals who scan, transport, sort, load, and unload mail to
|
|
1103 |
4. Denial : |
|
1104 1105 1106 |
Persons who meet the following criteria are not permitted to have access to the mail under this
|
|
1107 1108 1109 1110 |
a. An aviation supplier, subcontractor, or employee of an aviation supplier or
subcontractor
|
|
1111 1112 1113 1114 1115 |
b. An aviation supplier, subcontractor, or employee of an aviation supplier or
subcontractor
|
|
1116 1117 1118 1119 1120 |
c. An aviation supplier, subcontractor, or employee of an aviation supplier or
subcontractor
|
|
1121 1122 1123 |
d. An aviation supplier, subcontractor, or employee of an aviation supplier or
subcontractor
|
Page 25 of 128
Air Cargo Network
Contract ACN-13-FX
Part 1: Statement of Work
Mod 19
1124 1125 1126 |
e. An aviation supplier, subcontractor, or employee of an aviation supplier or
subcontractor
|
|
1127 1128 1129 |
f. An aviation supplier, subcontractor, or employee of an aviation supplier or
subcontractor
|
|
1130 1131 1132 |
g. Any other circumstance that in the determination of the Postal Service makes
the
|
|
1133 1134 1135 |
In the event an employee is disqualified under the above criteria, the aviation supplier has the
|
|
1136 |
5. Appeal Process : |
|
1137 1138 1139 1140 1141 |
An individual may appeal a decision to deny access made by the Postal Inspection Service
|
|
1142 1143 1144 |
a. A statement that reconsideration of the decision is requested and the basis on which it
is
|
|
1145 1146 |
b. Additional information on the appellants behalf. |
|
1147 1148 |
c. A copy of the denial letter. |
|
1149 1150 1151 1152 1153 |
6.
Training
: The Postal Service may, but is not required to, provide orientation /
training for
|
|
1154 1155 |
Payment Procedures | |
1156 | Rates and Payment General | |
1157 1158 1159 1160 |
The aviation supplier will be compensated based upon properly scanned ULDs and Handling Units.
The payment for each ULD and Handling Unit will be based on the network (i.e., Day or Night) to which the mail is assigned by the Postal Service. This process will allow for automated payment. |
|
1161 1162 1163 1164 1165 |
[*] | |
1166 | Scan Requirements | |
1167 1168 |
All scan requirements listed below are specified in the Scanning and Data Transmission section. | |
1169 | Night Turn Scan Requirements | |
1170 1171 |
a. Possession Scan of all ULDs and Handling Units at the origin |
|
1172 1173 |
b. Delivery Scan of all ULDs and Handling Units delivered at destination |
|
1174 | Day Turn Scan Requirements | |
1175 1176 1177 |
a. The aviation supplier will conduct a Possession Scan of all ULDs and Handling Units at
the
|
|
1178 1179 1180 |
b. The aviation supplier will conduct a Nest Scan associating the Handling Unit with a ULD at
the
|
* | 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. |
Page 26 of 128
Air Cargo Network
Contract ACN-13-FX
Part 1: Statement of Work
Mod 19
1181 1182 1183 |
c. The aviation supplier will conduct a Delivery Scan of all ULDs and Handling Units delivered
at
|
|
1184 1185 1186 1187 |
The Hub Sort Scans will be paid in accordance with the pricing listed in
Attachment 10: Pricing
for
Handling Units sorted at the hub on the Day Network for which scans are provided. Hub Sort Scans will not be paid for Handling Units assigned to a Bypass ULD or for the Night Network. |
|
1188 1189 1190 1191 1192 1193 |
[*] | |
1194 1195 1196 1197 1198 |
The base and tier pricing from
Attachment 10: Pricing
will be applied to the volume measured in each
Operating Period as follows. Volume within the base will be paid at the Base Rate. The portion of volume exceeding the base volume and falling within the Tier 1 volume will be paid at the Tier 1 rate. A similar incremental process will be applied to volume that falls within subsequent tiers. |
|
1199 1200 |
Payments will be made by Electronic Funds Transfer (EFT). | |
1201 1202 1203 1204 |
[*] | |
1205 1206 1207 1208 1209 1210 |
The aviation supplier will bill additional charges not covered within the automated payments system on
a weekly basis. For correct and sufficient invoices received by noon Wednesday of a given week, the Postal Service will process them so as to generate a payment by Wednesday, three (3) weeks following the receipt of the invoice through the EFT process. |
|
1211 1212 |
Payment Processing - Day Network - Per Cube | |
1213 | Invoicing | |
1214 1215 1216 |
All invoices for the transportation of Handling Units or ULDs under this contract will be paid by the
cubic foot and payment will be based on completing the required scans. |
|
1217 | Mail Tendered in ULDs | |
1218 1219 1220 1221 |
The Line Haul rate for each ULD will be comprised of two components: Non-Fuel Line Haul and Fuel
Line Haul. The Non-Fuel Line Haul rate will include all of the transportation and handling associated with a ULD. Hub Sort Scanning rates are separate from the Non-Fuel Line Haul rate. |
|
1222 1223 1224 |
ULD cubic feet will be paid at the agreed cubic feet size for each ULD type described in
Attachment
10: Pricing. |
|
1225 1226 1227 1228 |
The cubic feet paid will be based on the Postal assigned ULD type. If the Postal ULD type is missing,
the aviation suppliers ULD type will be used for invoicing. Any discrepancies between the types of ULD processed will be resolved during the Reconciliation Process. |
|
1229 1230 1231 1232 1233 |
The transportation payment for mixed ULDs will be based on the applicable cubic feet of the
originating ULD. These transportation payments will be reduced for Handling Units not receiving a Delivery Scan by converting the weight of the Handling Units without a Delivery Scan at the correct destination to cubic feet by the applicable contract density. |
|
1234 1235 1236 1237 |
The transportation payment for bypass ULDs will be based on the applicable cubic feet of the
originating ULD. These transportation payments will not be made for Bypass ULDs without a Delivery Scan at the correct destination. |
* | 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. |
Page 27 of 128
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Contract ACN-13-FX
Part 1: Statement of Work
Mod 19
1238 1239 1240 1241 1242 1243 |
Recognizing operational inefficiencies filling the last ULD at every location, the Postal Service will
incorporate within the daily invoice a daily credit based on the total cubic feet of the mixed ULDs in the Operating Plan divided by the total number of mixed ULDs in the Operating Plan for each origin air stop per day multiplied by 50%. The rate used will be the applicable base or tier cubic foot rate used at the beginning of the invoice day. |
|
1244 | Mail Tendered from Surface Trucks | |
1245 1246 1247 1248 1249 |
If mail is tendered to the aviation supplier from a defined truck location as identified in
Attachments 3
and 4 at contract award, the invoiced cubic feet will be calculated by dividing the Handling Units Postal Service assigned rounded weight by the applicable contract density. |
|
1250 | Mail Tendered from Ad Hoc Trucks into the Aviation Supplier Hub | |
1251 1252 1253 1254 1255 |
The aviation supplier will accept ad hoc trucks from the Postal Service at the proposed hub locations.
The invoiced cubic feet for ad hoc trucks will be calculated by dividing the Handling Units Postal Service assigned rounded weight by the applicable contract density. The Postal Service will incorporate ad hoc truck payments in the weekly electronic payment. |
|
1256 | Aviation Supplier Surface Transportation Not Included in the Transportation Payment | |
1257 1258 1259 1260 |
The aviation supplier will include a separate rate per mile for Highway Transportation in
Attachment
10: Pricing which will be applied when the Postal Service requires the aviation supplier to operate unplanned surface transportation of mail. |
|
1261 | Hub Sort Scan Charge | |
1262 1263 1264 1265 |
The Postal Service will pay a Hub Sort Scan charge for mail sorted and scanned at a hub per Handling
Unit (i.e., D&R Tag) as shown in Attachment 10: Pricing . This rate will not be subject to an increase for the full term of the contract. |
|
1266 1267 1268 1269 |
Handling Units sorted at a hub must receive a Hub Sort Scan for payment purposes. The Postal
Service will not pay a Hub Sort Scan charge for sorts not supported by EDI scan information. The pieces scanned into a tendered Bypass container are not eligible to receive Hub Sort Scan charges. |
|
1270 | Re-Labeling Charge | |
1271 1272 1273 1274 1275 |
The Postal Service will pay an additional charge to the aviation supplier for re-labeling Postal Service
Handling Units at the hub for which the D&R tag is missing or becomes illegible. The Postal Service will also provide all equipment necessary to perform this function. The re-labeling charge per Handling Unit is shown in Attachment 10: Pricing . |
|
1276 1277 |
This rate will not be subject to an increase for the full term of the contract. | |
1278 1279 1280 1281 1282 1283 |
Payment to the aviation supplier for the transport of re-labeled Handling Units will be based upon data
received from the Hub Scan plus (combined and matched with) the Delivery Scan for the Handling Unit. An average weight per Handling Unit will be established based upon the previous months data for average weight per Handling Unit, and for Handling Units that are not properly scanned due to conditions beyond the aviation suppliers control. |
|
1284 1285 |
The average weight process is detailed in Attachment 15, Average Weights. | |
1286 1287 1288 1289 1290 1291 1292 |
The equipment to be supplied by the Postal Service for this function will be listed in
Attachment 6:
Postal Furnished Property , and will be covered by Clause 2-22, Postal Service Property . Attachment 6: Postal Furnished Property will be created upon successful installation of the equipment. Upon reasonable advance notice to the aviation supplier, the Postal Service shall be permitted to perform maintenance on any of the equipment located in an aviation suppliers facility listed in Attachment 6: Postal Service Furnished Property . |
|
1293 1294 |
The Re-Labeling Process is described in Attachment 16, Re-labeling / Type M Matching Process. |
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1351 1352 1353 1354 1355 1356 |
The equipment to be supplied by the Postal Service for this function will be listed in
Attachment 6:
Postal Furnished Property , and will be covered by Clause 2-22, Postal Service Property. Attachment 6 will be created upon successful installation of the equipment. Upon reasonable advance notice to the aviation supplier, the Postal Service shall be permitted to perform maintenance on any of the equipment located in an aviation suppliers facility listed in Attachment 6. |
|
1357 1358 1359 1360 1361 1362 |
The payment for the Night Network re-labeled Handling Units will be adjusted to reflect the percentage
of re-labeled Handling Units that have already been scanned. This percentage of previously scanned Handling Units will be mutually agreed upon by the Postal Service and the aviation supplier through an audit sampling of re-labeled Handling Units. Contingency Handling Units are excluded from this adjustment. |
|
1363 1364 1365 |
The average weight process is detailed in Attachment 15, Average Weights. | |
1366 | Reconciliation Process | |
1367 1368 1369 1370 1371 1372 |
Reconciliation of scanning and payment records between the Postal Service and the aviation supplier
will be conducted in a scheduled meeting attended by the Postal Service and the aviation supplier on an Operating Period basis not more than ninety (90) days after the close of an Operating Period, or a time frame as agreed mutually by the parties. The following procedures will be observed for the reconciliation process: |
|
1373 1374 1375 1376 |
a. All data exchanges between the aviation supplier and the Postal Service for the
reconciliation
|
|
1377 1378 1379 1380 |
b. For all files exchanged between the aviation supplier and the Postal Service, any changes
to
|
|
1381 1382 |
c. All file transfers must adhere to Postal Service Security and Privacy rules. |
|
1383 1384 |
d. Supplemental Charges / Assessments may be assessed each Operating Period. The
charges
|
|
1385 |
i. Operating Period Volume Minimum and Contract Volume Minimum |
|
1386 1387 |
ii. Non-achievement of performance standards |
|
1388 1389 1390 1391 1392 1393 |
e. Once the parties have mutually agreed on the Operating Period reconciliation, both
parties
|
|
1394 1395 1396 1397 1398 |
In the event there is a catastrophic equipment or information system failure, the aviation supplier will
provide electronic files to the Postal Service identifying all D&R Tags the aviation supplier scanned that were lost. The aviation supplier will notify the Contracting Officer and the COR as soon as the aviation supplier becomes aware of such a failure. |
|
1399 1400 1401 1402 |
If the Postal Service cannot produce D&R Tags, an emergency contingency will be developed and
implemented. Such a plan will include specifications for operational and information technology issues, as well as payment. |
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1403 1404 1405 |
Part 3: Contract Clauses | |
1406 | Clause B-1: Definitions (March 2006) (Tailored) | |
1407 1408 |
For purposes of this Contract, the following terms shall have the following meanings: | |
1409 1410 1411 1412 1413 |
1.
Acceptable Dangerous Goods and Acceptable Hazardous Material:
Those articles
or
|
|
1414 1415 1416 1417 1418 1419 1420 |
2.
Advertisement
: A free or paid mass or targeted communication under the control of a
party
|
|
1421 1422 1423 1424 |
3.
All Mail Due Aviation Supplier
: A designated time predetermined when the Postal
Service
|
|
1425 1426 1427 |
4.
Aviation Supplier
: The person or persons, partnership, or corporation named that has
been
|
|
1428 1429 1430 1431 |
5.
Bypass Container
: A ULD of mail designated for delivery to destination Service Point
on the
|
|
1432 1433 1434 |
6.
Con-Con
: (Convoy and Conveyance) The concentration in a container of Registered Mail
for
|
|
1435 1436 1437 1438 |
7.
Contract Volume Minimum
: The volume (in cubic feet) per operational day,
averaged
|
|
1439 1440 1441 1442 1443 |
8.
Contracting Officer
: The person executing this contract on behalf of the Postal
Service and
|
|
1444 1445 1446 |
9.
Contracting Officers Representative (COR)
: A person who acts within the limits
of
|
|
1447 1448 1449 1450 |
10.
Contingency Handling Units:
Handling Units entered into the transportation network
without
|
|
1451 1452 1453 1454 1455 1456 |
11.
Dangerous Goods (Hazardous Material):
Articles or substances which are capable of
|
|
1457 1458 |
12.
Day Network
: Planned network that operates Tuesday through Sunday primarily for
the
|
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1573 1574 1575 |
50.
Tender Point
: The physical location at which the Postal Service or its duly appointed
agent
|
|
1576 1577 1578 |
51.
Tender Time
: The latest time at which the aviation supplier is required to accept mail
from
|
|
1579 1580 1581 |
52.
Terminal Handling
: The receipt, scanning, sorting, delivery and / or tug and
dolly
|
|
1582 1583 1584 |
53.
Trans Log File:
The Postal Service data file that contains, for each D&R Tag, the
actual
|
|
1585 |
54. Transportation Payment: : Four items are included in the Transportation Payment: |
|
1586 |
a. Non-Fuel Line Haul |
|
1587 |
b. Fuel Line Haul |
|
1588 |
c. Aircraft Ground Handling |
|
1589 1590 |
d. Scanning |
|
1591 1592 |
55. Trucking Location: Those Service Points to which mail volume is transported via highway. |
|
1593 1594 1595 |
56. Unit Load Device (ULD) : Airline container or pallet provided by the aviation supplier |
|
1596 | Clause B-3: Contract Type (March 2006) (Tailored) | |
1597 1598 1599 |
This Contract is a fixed-price, indefinite quantity with adjustments contract for the purchase of
commercial services pursuant to 39 Code of Federal Regulations, Part 601 et seq. |
|
1600 1601 1602 |
This is not a requirements-type contract. | |
1603 | Clause B-9: Claims and Disputes (March 2006) (Tailored) | |
1604 1605 1606 |
a. This contract is subject to the Contract Disputes Act of 1978 (41 U.S.C. 601-613)
(the Act or
|
|
1607 1608 1609 |
b. Except as provided in the Act, all disputes arising under or relating to this contract must
be
|
|
1610 1611 1612 1613 1614 1615 1616 1617 1618 1619 1620 |
c. Claim, as used in this clause, means a written demand or written assertion by
one of the
|
|
1621 |
d. |
|
1622 1623 1624 1625 |
1. A claim by the aviation supplier must be made in writing and submitted to
the
|
|
1626 1627 1628 |
2. For aviation supplier claims exceeding $100,000, the aviation supplier must submit
|
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1629 1630 1631 1632 1633 1634 |
I certify that the claim is made in good faith, that the supporting data are
|
|
1635 1636 1637 |
3. The certification may be executed by any person duly authorized to bind the
aviation
|
|
1638 1639 1640 1641 1642 |
e. For aviation supplier claims of $100,000 or less, the Contracting Officer must, if
requested in
|
|
1643 1644 1645 |
f. The Contracting Officers decision is final unless the aviation supplier appeals
or files a suit as
|
|
1646 1647 1648 1649 1650 1651 1652 1653 |
g. When a CDA claim is submitted by or against an aviation supplier, the parties shall make
a
|
|
1654 |
h. The Postal Service will pay interest in the amount found due and unpaid from: |
|
1655 1656 |
1. The date the Contracting Officer receives the claim (properly certified, if required); or |
|
1657 1658 1659 |
2. The date payment otherwise would be due, if that date is later, until the date
of
|
|
1660 1661 1662 |
i. Simple interest on claims will be paid at a rate determined in accordance with the
Interest
|
|
1663 1664 1665 1666 1667 |
j. The aviation supplier must proceed diligently with performance of this contract,
pending final
|
|
1668 | Clause B-10: Pricing of Adjustments (March 2006) (Tailored) | |
1669 1670 1671 1672 1673 1674 |
When costs are a factor in determining any contract price adjustment under the Changes clause, the
process set forth in Clause 4-1.c will be followed. For any other provision of this contract, the parties agree to use the process set forth in Attachment 10: Pricing and in the Payment Processing sections of Part 1 for negotiating the adjustment. |
|
1675 | Clause B-15: Notice of Delay (March 2006) (Tailored) | |
1676 1677 1678 1679 1680 1681 |
Immediately upon becoming aware of any difficulties that might delay deliveries under this contract,
the aviation supplier will notify the Postal Service in writing. The notification must identify the difficulties, the reasons for them, and the estimated period of delay anticipated. Failure to give notice may preclude later consideration of any request for an extension of contract time. |
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1682 | Clause B-22: Interest (March 2006) (Tailored) | |
1683 1684 1685 1686 1687 1688 |
The Postal Service will pay interest on late payments and unearned prompt payment discounts in
accordance with the Prompt Payment Act, 31 U.S.C. 3901 et. seq., as amended by the Prompt Payment Act Amendments of 1988, P.L. 100-496. The aviation supplier will pay interest on any payment to the Postal Service at a rate equivalent to the prevailing Contract Disputes Act interest rate. |
|
1689 | Clause B-25: Advertising of Contract Awards (March 2006) | |
1690 1691 1692 1693 1694 |
Except with the Contracting Officers prior approval, the aviation supplier agrees not to refer in its
commercial advertising to the fact that it was awarded a Postal Service contract or to imply in any manner that the Postal Service endorses its products. |
|
1695 | Clause B-30: Permits and Responsibilities (March 2006) (Tailored) | |
1696 1697 1698 1699 1700 1701 1702 1703 1704 |
The aviation supplier is responsible, without additional expense to the Postal Service, for obtaining
any necessary licenses and permits, and for complying with any applicable federal, state, and municipal laws, codes, and regulations in connection with the performance of the contract. The aviation supplier is responsible for all damage to persons or property, including environmental damage that occurs as a result of its omission(s) or negligence. While in performance of the contract, the aviation supplier must take proper safety and health precautions to protect the work, the workers, the public, the environment, and the property of others. |
|
1705 | Clause B-39: Indemnification (March 2006) (Tailored) | |
1706 1707 1708 1709 1710 1711 1712 1713 |
The aviation supplier must save harmless and indemnify the Postal Service and its officers, agents,
representatives, and employees from all claims, losses, damage, actions, causes of action, expenses, and/or liability resulting from, brought forth, or on account of any personal injury or property damage received or sustained by any person, persons, or property growing out of, occurring, or attributable to any work performed under or related to this contract, resulting in whole or in part from negligent acts or omissions of the aviation supplier, any subcontractor of the aviation supplier, or any employee, agent, or representative of the aviation supplier or of the aviation suppliers subcontractor. |
|
1714 1715 1716 1717 1718 1719 1720 1721 |
The Postal Service must save harmless and indemnify the aviation supplier and its officers, agents,
representatives, and employees from all claims, losses, damage, actions, causes of action, expenses, and / or liability resulting from, brought forth, or on account of any personal injury or property damage received or sustained by any person, persons, or property growing out of, occurring, or attributable to any work performed under or related to this contract, resulting in whole or in part from negligent acts or omissions of the Postal Service, or any employee, agent, or representative of the Postal Service. |
|
1722 | Clause B-45: Other Contracts (March 2006) (Tailored) | |
1723 1724 1725 1726 1727 1728 |
The Postal Service may award other contracts for additional work, and the aviation supplier must
cooperate fully with the other aviation suppliers and Postal Service employees. The aviation supplier must not commit or permit any act that will interfere with the performance of work by any other aviation supplier or by Postal Service employees. |
|
1729 | Clause B-65: Adjustments to Compensation (March 2006) (Tailored) | |
1730 1731 1732 1733 1734 1735 1736 |
Contract compensation may be adjusted, from time to time, by mutual agreement of the aviation
supplier and the Contracting Officer. No adjustment to compensation will be made for changes arising from Clause 9-10: Service Contract Act or from Clause 9-12: Fair Labor Standards Act and Service Contract Act Price Adjustment. Adjustments in compensation pursuant to this clause shall be memorialized by formal modification to the contract. All negotiations between the parties shall be conducted with respect to the implied covenant of good faith and fair dealing. |
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1737 | ||
1738 | Clause B-69: Events of Default (March 2006) (Tailored) | |
1739 1740 1741 |
The aviation suppliers right to perform this contract is subject to termination, in whole or in part, in the
event of any of the following events of default. |
|
1742 1743 |
a. The aviation suppliers failure to perform service according to the terms of the contract; |
|
1744 1745 1746 |
b. If the aviation supplier has been administratively determined to have violated Postal laws
and
|
|
1747 1748 1749 |
c. Failure to follow the instructions of the Contracting Officer that fall within the scope of
the
|
|
1750 1751 1752 1753 1754 |
d. If the aviation supplier transfers or assigns his contract, except as authorized herein,
or
|
|
1755 1756 1757 |
e. If the aviation supplier combines to prevent others from proposing for the performance
of
|
|
1758 1759 1760 1761 1762 |
f. If the aviation supplier or corporate officer has been or is, during the term of the
contract,
|
|
1763 1764 1765 1766 |
g. If at any time the aviation supplier, its principal owners, corporate officers or personnel
are
|
|
1767 1768 1769 |
h. If the aviation supplier fails to provide any notification of a change in corporate
officers which
|
|
1770 1771 1772 |
i. If the aviation supplier materially breaches any other requirement or clause of this contract. |
|
1773 1774 |
Clause B-75: Accountability of the Aviation Supplier (Non-Highway) (March
2006) (Tailored) |
|
1775 1776 1777 1778 1779 |
a. The aviation supplier shall supervise its operations and the operations of its
subcontractors
|
|
1780 1781 1782 1783 1784 1785 1786 1787 |
b. In all cases, the aviation supplier shall be liable to the Postal Service for the Postal
Services
|
|
1788 |
c. The aviation supplier shall faithfully account for and deliver to the Postal Service all: |
|
1789 |
1. Mail, |
|
1790 |
2. Moneys, and |
|
1791 1792 |
3. Other property of any kind belonging to or entrusted to the care of the Postal
Service,
|
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1793 1794 1795 1796 1797 1798 |
d. The aviation supplier shall, promptly upon discovery, refund (i) any
overpayment made by the
|
|||
1799 | Clause B-77: Protection of the Mail (Non-Highway) (March 2006) (Tailored) | |||
1800 1801 1802 1803 |
The aviation supplier must protect and safeguard the mail from loss, theft, or damage while it is in the
aviation suppliers custody or control, and prevent unauthorized persons from having access to the mail. |
|||
1804 |
a. Classification of Irregularities |
|||
1805 1806 1807 1808 1809 |
The following classifications of irregularities are those that preclude the Postal Service from
|
|||
1810 |
1. Failure to Protect |
|||
1811 1812 1813 1814 1815 |
Failure to protect the mail consists of: failure to protect or safeguard the mail from
|
|||
1816 |
2. Theft of Mail |
|||
1817 1818 1819 1820 1821 1822 |
The theft of mail can cause immeasurable damage to the Postal Service, both in
|
|||
1823 |
b. Damages and Liquidated Damages |
|||
1824 1825 1826 |
The following liquidated damages for damaged and unprotected mail are applicable to the
|
|||
1827 |
1. Damaged and Unprotected Mail |
|||
1828 1829 1830 1831 |
Liquidated damages may be assessed for damaged and unprotected mail. For
|
|||
1832 |
i. Failure to Protect Causing Damage to Mail |
|||
1833 1834 1835 1836 1837 1838 1839 1840 1841 |
Failure to protect causing physical damage to the U.S. Mail or MTE for which
|
|||
1842 1843 1844 1845 |
If actual damages are not ascertainable, a liquidated damage may be
|
|||
1846 |
Per Letter Tray: |
[*] per letter tray | ||
1847 |
Per Flat Tub: |
[*] per flat tub | ||
1848 |
Per Mail Sack or Pouch: |
[*] per sack or pouch |
* | 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. |
Page 38 of 128
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* | 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. |
Page 39 of 128
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Mod 19
1904 1905 1906 1907 1908 1909 1910 |
or a Postal Inspection Service officer, unless to prevent immediate damage to the aircraft, vehicle, or
their contents. If authorized Federal law enforcement seeks access to the cargo compartment of aircrafts or vehicles contained mail therein, the aviation supplier shall notify the Postal Inspection Service before permitting access, unless to prevent immediate damage to the aircraft, vehicle, or their contents. |
|
1911 | Clause 1-1: Privacy Protection (July 2007) | |
1912 | In addition to other provisions of this contract, the aviation supplier agrees to the following: | |
1913 1914 1915 1916 1917 1918 1919 1920 1921 1922 1923 |
a.
Privacy Act
. If the aviation supplier operates a system of records on behalf of the
Postal
|
|
1924 1925 1926 1927 1928 |
b.
Customer or Employee Information
. If the aviation supplier has access to Postal
Service
|
|
1929 1930 1931 1932 1933 |
1.
General
. With regard to the Postal Service customer information to which it has
access
|
|
1934 1935 1936 1937 1938 1939 1940 1941 1942 1943 1944 1945 1946 1947 |
2.
Use, Ownership, and Nondisclosure
. The aviation supplier may use Postal
Service
|
|
1948 1949 1950 1951 1952 1953 1954 1955 |
3.
Security Plan
. When applicable, and unless waived in writing by the Contracting
Officer,
|
|
1956 1957 1958 |
4.
Breach Notification
. If there is a breach of any nature in the security of Postal
Service
|
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1959 1960 1961 |
supplier will be required to follow Postal Service policies regarding
breach notification to
|
|
1962 1963 1964 1965 1966 1967 1968 1969 |
5.
Legal Demands for Information
. If a legal demand is made for Postal Service customer
or
|
|
1970 1971 1972 1973 1974 1975 1976 1977 |
c.
Online Assistance
. If the aviation supplier assists in the design, development, or
operation of
|
|
1978 1979 1980 1981 1982 1983 1984 |
d.
Marketing E-Mail
. If the aviation supplier assists the Postal Service in conducting
a marketing
|
|
1985 1986 1987 |
e.
Audits
. The Postal Service may audit the aviation suppliers compliance with
the requirements
|
|
1988 1989 1990 |
f.
Indemnification
. The aviation supplier will indemnify the Postal Service
against all liability
|
|
1991 1992 1993 1994 |
g.
Flow-down
. The aviation supplier will flow this clause down to subcontractors that
would be
|
|
1995 | Clause 1-5: Gratuities or Gifts (March 2006) | |
1996 1997 1998 |
a. The Postal Service may terminate this contract for default if, after notice and a hearing,
the
|
|
1999 2000 |
1. Offered or gave a gratuity or gift (as defined in 5 CFR 2635) to an officer or
employee
|
|
2001 2002 2003 |
2. Intended by the gratuity or gift to obtain a contract or favorable treatment under
a
|
|
2004 2005 2006 2007 |
b. The rights and remedies of the Postal Service provided in this clause are in addition to
any
|
|
2008 | Clause 1-6: Contingent Fees (March 2006) | |
2009 2010 2011 2012 2013 |
a. The aviation supplier warrants that no person or selling agency has been employed
or
|
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2014 2015 2016 2017 2018 |
b. For breach or violation of this warranty, the Postal Service has the right to annul this
contract
|
|
2019 2020 |
Clause 1-11: Prohibition Against Contracting with Former Officers or PCES
Executives (March 2006) (Tailored) |
|
2021 2022 2023 2024 2025 2026 2027 |
During the performance of this contract, former Postal officers or Postal Career Executive Service
(PCES) executives are prohibited from employment by the contractor as key personnel, experts or consultants, if such individuals, within two years after their retirement from the Postal Service, would be performing substantially the same duties as they performed during their career with the Postal Service. |
|
2028 | Clause 1-12: Use of Former Postal Service Employees (March 2006) (Tailored) | |
2029 2030 2031 2032 2033 2034 2035 2036 |
During the term of this contract, the aviation supplier must identify any former Postal Service officers
or Postal Career Executive Service (PCES) employees it proposes to be engaged, directly or indirectly, in contract performance. Such individuals may not commence performance without the Contracting Officers prior approval. If the Contracting Officer does not provide such approval, the aviation supplier must replace the proposed individual former employee with another individual equally qualified to provide the services called for in the contract. |
|
2037 | Clause 2-11: Postal Service Property - Fixed-Price (March 2006) (Tailored) | |
2038 |
a. Postal Service-Furnished Property |
|
2039 2040 2041 2042 2043 2044 |
1. The Postal Service will deliver to the aviation supplier, for use in connection with
and
|
|
2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 |
2. The contract delivery or performance dates are based on the expectation that
Postal
|
|
2055 2056 2057 2058 2059 2060 2061 2062 2063 |
3. Except for Postal Service-furnished property furnished as is, if the Postal
Service-
|
|
2064 2065 2066 2067 2068 |
4. The provisions for adjustment in this paragraph a are exclusive, and the Postal
|
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2069 |
b. Changes in Postal Service-Furnished Property |
|
2070 2071 2072 2073 2074 2075 2076 |
1. By written notice, the Contracting Officer may (a) decrease the property provided or
to
|
|
2077 2078 2079 2080 2081 2082 2083 2084 2085 |
2. In the event of any decrease in or substitution of property pursuant to subparagraph
|
|
2086 2087 2088 2089 |
c.
Use of Postal Service Property
. The Postal Service property, unless otherwise
provided in
|
|
2090 2091 2092 2093 2094 2095 2096 2097 2098 2099 2100 2101 2102 2103 2104 2105 |
d.
Utilization, Maintenance, and Repair of Postal Service Property
. The aviation
supplier must
|
|
2106 2107 2108 2109 2110 2111 |
e.
Risk of Loss
. Unless otherwise provided in this contract, the aviation supplier
assumes the
|
|
2112 2113 2114 2115 |
f.
Access
. The Postal Service, and any persons designated by it, must at
reasonable times
|
|
2116 2117 2118 2119 2120 2121 2122 2123 2124 |
g.
Final Accounting for and Disposition of Postal Service Property
. Upon completion, or
at such
|
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2237 2238 2239 |
7. Identification of any previous submissions of the VECP to the Postal Service,
|
|
2240 | ||
2241 |
d. Submission. The aviation supplier must submit VECPs to the Contracting Officer. |
|
2242 | ||
2243 |
e. Postal Service Action |
|
2244 | ||
2245 2246 2247 2248 2249 |
1. The Contracting Officer will give the aviation supplier written notification of
action
|
|
2250 | ||
2251 2252 |
2. If a VECP is not accepted, the Contracting Officer will so notify the aviation
supplier,
|
|
2253 | ||
2254 2255 |
f.
Withdrawal.
The aviation supplier may withdraw a VECP, in whole or in part, at
any time
|
|
2256 | ||
2257 |
g. Acceptance |
|
2258 | ||
2259 2260 2261 2262 2263 2264 |
1. Acceptance of a VECP, in whole or in part, will be by execution of a
supplemental
|
|
2265 | ||
2266 2267 |
2. Until a VECP is accepted by contract modification, both parties must perform
in
|
|
2268 | ||
2269 2270 2271 |
3. The Contracting Officers decision to accept or reject all or any part of a VECP is
final
|
|
2272 | ||
2273 2274 2275 2276 2277 2278 |
h.
Sharing.
If a VECP is accepted, the aviation supplier and the Postal Service shall
negotiate
|
|
2279 | ||
2280 |
i. Data |
|
2281 | ||
2282 2283 |
1. The aviation supplier may restrict the Postal Services right to use any part of a
VECP
|
|
2284 | ||
2285 2286 2287 2288 2289 2290 2291 |
These data, furnished under the Value Engineering Incentive clause of contract,
|
|
2292 |
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2405 |
c. Changes |
|
2406 2407 |
1. The Contracting Officer may, in writing, without notice to any sureties, order
changes
|
|
2408 2409 |
i. Drawings, designs, or specifications when supplies to be furnished are to be
|
|
2410 |
ii. Statement of work or description of services; |
|
2411 |
iii. Method of shipment or packing; |
|
2412 |
iv. Places of delivery of supplies or performance of services; |
|
2413 |
v. Delivery or performance schedule; |
|
2414 |
vi. Postal Service furnished property or facilities. |
|
2415 | ||
2416 2417 |
2. Changes pursuant to the
Ordering Process
and the
Operating Period
Volume
|
|
2418 | ||
2419 2420 2421 2422 2423 |
3. Any other written or oral order (including direction, instruction, interpretation,
or
|
|
2424 | ||
2425 2426 |
4. If any such change affects the cost of performance or the delivery schedule,
the
|
|
2427 | ||
2428 2429 2430 2431 |
5. The aviation suppliers claim for equitable adjustment must be asserted within 60
days
|
|
2432 | ||
2433 2434 |
6. Failure to agree to any adjustment is a dispute under Clause B-9,
Claims
and
|
|
2435 | ||
2436 |
d. Reserved |
|
2437 | ||
2438 |
e. Reserved |
|
2439 | ||
2440 |
f. Reserved |
|
2441 | ||
2442 |
g. Invoices |
|
2443 2444 2445 2446 2447 2448 |
The Postal Service intends to certify payment for services based, in part, upon collected
|
|
2449 | ||
2450 2451 2452 2453 2454 2455 2456 2457 |
Any service requiring invoicing must meet the requirements specified herein. The aviation
|
|
2458 | ||
2459 2460 |
To ensure prompt payment, an original paper invoice (or electronic invoice, if authorized) must
|
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2519 | ||||||||
Advanced Notice Provided |
Postal Service Termination Fee |
Aviation Supplier Termination Fee |
||||||
[*] | [*] | [*] | ||||||
[*] | [*] | [*] | ||||||
[*] | [*] | [*] | ||||||
[*] | [*] | [*] |
* | 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. |
Page 51 of 128
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2621 | ||
2622 2623 2624 2625 2626 |
5.
Availability.
The aviation supplier must maintain and make available at its office
at all
|
|
2627 2628 2629 |
a. If this contract is completely or partially terminated, the aviation supplier must
|
|
2630 | ||
2631 2632 2633 2634 |
b. The aviation supplier must make available records relating to appeals under
|
|
2635 | ||
2636 | ||
2637 | Clause 4-7: Records Ownership (March 2006) | |
2638 2639 2640 2641 |
Notwithstanding any state law providing for retention of rights in the records, the aviation supplier
agrees that the Postal Service may, at its option, demand and take without additional compensation all records relating to the services provided under this agreement. The aviation supplier must turn over all such records upon request but may retain copies of documents produced by the aviation supplier. |
|
2642 | ||
2643 | ||
2644 | Clause 6-1: Contracting Officers Representative (March 2006) | |
2645 2646 2647 2648 |
The Contracting Officer will appoint a Contracting Officers representative (COR), responsible for the
day-to-day administration of the contract, who will serve as the Postal Services point of contact with the aviation supplier on all routine matters. A copy of the notice of appointment defining the CORs authority will be furnished to the aviation supplier upon award of the contract. |
|
2649 | ||
2650 2651 2652 2653 |
a. The COR may be changed at any time by the Postal Service without prior notice to
the
|
|
2654 | ||
2655 |
b. The responsibilities and limitations of the COR are as follows: |
|
2656 2657 2658 2659 |
1. The COR is responsible for the operational and administrative aspects of the
contract
|
|
2660 | ||
2661 2662 2663 2664 2665 |
2. The COR is not authorized to make any commitments or otherwise obligate the
Postal
|
|
2666 | ||
2667 2668 |
3. The COR may place orders for the aviation supplier to transport and process mail
in
|
|
2669 | ||
2670 | ||
2671 | Clause 9-1: Convict Labor (March 2006) | |
2672 2673 2674 |
In connection with the work under this contract, the aviation supplier agrees not to employ any person
undergoing sentence of imprisonment, except as provided by E.O. 11755, December 28, 1973, as amended and 18 USC 3621 and 3622. |
|
2675 |
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2676 | ||
2677 2678 |
Clause 9-2: Contract Work Hours and Safety Standards Act - Overtime
Compensation (March 2006) |
|
2679 2680 2681 2682 2683 |
a. No aviation supplier or subcontractor contracting for any part of the contract work may
require
|
|
2684 | ||
2685 2686 2687 2688 2689 2690 |
b.
Violation, Liability for Unpaid Wages, and Liquidated Damages
. In the event of any
violation
|
|
2691 | ||
2692 2693 2694 2695 2696 2697 2698 |
c.
Withholding for Unpaid Wages and Liquidated Damages
. The Contracting Officer
may
|
|
2699 | ||
2700 2701 2702 2703 2704 2705 2706 2707 2708 2709 2710 |
d.
Records
. The aviation supplier or subcontractor must maintain for 3 years from
the
|
|
2711 | ||
2712 2713 |
e.
Subcontracts
. The aviation supplier must insert paragraphs a through d of this
clause in all
|
|
2714 | ||
2715 | ||
2716 | Clause 9-7: Equal Opportunity (March 2006) (Tailored) | |
2717 | During the performance of this contract, the contractor agrees as follows: | |
2718 2719 2720 2721 2722 2723 2724 2725 2726 |
1. The contractor may not discriminate against employees or applicants for employment
because
|
|
2727 | ||
2728 2729 2730 |
2. The contractor, in all solicitations or advertisements for employees placed by or on behalf
of
|
|
2731 |
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2732 2733 2734 2735 2736 2737 |
3. The contractor will send to each labor union or representative of workers with which he has
a
|
|
2738 | ||
2739 2740 2741 |
4. The contractor will comply with all provisions of Executive Order (EO) 11246 of
September 24,
|
|
2742 | ||
2743 2744 2745 2746 2747 |
5. The contractor will furnish all information and reports required by Executive Order, 11246
of
|
|
2748 | ||
2749 2750 2751 2752 2753 2754 2755 |
6. In the event of the contractors non-compliance with the non-discrimination clauses of
this
|
|
2756 | ||
2757 2758 2759 2760 2761 2762 2763 2764 2765 2766 |
7. The contractor will include the provisions of paragraphs (1) through (7) in every
subcontract or
|
|
2767 | ||
2768 | ||
2769 2770 |
Clause 9-9: Equal Opportunity Preaward Compliance of Subcontracts (March
2006) (Tailored) |
|
2771 2772 2773 |
The aviation supplier may not enter into a first-tier subcontract for an estimated or actual amount of $1
million or more without obtaining in writing from the Contracting Officer a clearance that the proposed subcontractor is in compliance with equal opportunity requirements and therefore eligible for award. |
|
2774 | ||
2775 | ||
2776 | Clause 9-10: Service Contract Act (March 2006) | |
2777 2778 2779 |
a. This contract is subject to the Service Contract Act of 1965, as amended (41 U.S.C. 351
et
|
|
2780 | ||
2781 |
b. |
|
2782 2783 2784 2785 2786 |
1) Each service employee employed in the performance of this contract by the
aviation
|
|
2787 |
Page 55 of 128
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2788 | ||
2789 |
2) |
|
2790 2791 2792 2793 2794 2795 2796 2797 2798 2799 2800 2801 |
a) If a wage determination is attached to this contract, the Contracting Officer
|
|
2802 | ||
2803 2804 2805 2806 2807 2808 2809 2810 2811 2812 2813 2814 2815 2816 2817 2818 |
b) The conforming procedure must be initiated by the aviation supplier before
|
|
2819 | ||
2820 2821 2822 2823 2824 |
c) The final determination of the conformance action by the Wage and Hour
|
|
2825 | ||
2826 |
d) |
|
2827 2828 2829 2830 2831 2832 2833 2834 2835 2836 2837 2838 2839 2840 |
i. The process of establishing wage and fringe benefit rates bearing a
|
|
2841 |
Page 56 of 128
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2842 | ||
2843 2844 2845 2846 2847 2848 2849 2850 2851 2852 2853 2854 2855 2856 |
ii. If a contract is modified or extended or an option is exercised, or if a
|
|
2857 | ||
2858 2859 2860 |
iii. No employee engaged in performing work on this contract may be
|
|
2861 | ||
2862 2863 2864 2865 2866 2867 2868 |
e) The wage rate and fringe benefits finally determined pursuant to b.2 (a) and
|
|
2869 | ||
2870 2871 2872 2873 |
f) Upon discovery of failure to comply with b.2 (a) through (e) above, the
|
|
2874 | ||
2875 2876 2877 2878 2879 2880 |
3) If, as authorized pursuant to section 4(d) of the Service Contract Act, the term of
this
|
|
2881 | ||
2882 2883 2884 2885 2886 |
c. The aviation supplier or subcontractor may discharge the obligation to furnish fringe
benefits
|
|
2887 | ||
2888 |
d. |
|
2889 2890 2891 2892 2893 2894 2895 |
1) In the absence of a minimum-wage attachment for this contract, neither the
aviation
|
|
2896 |
Page 57 of 128
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2897 | ||
2898 |
2) |
|
2899 2900 2901 2902 2903 2904 2905 2906 2907 2908 2909 2910 2911 |
a) If this contract succeeds a contract subject to the Service Contract Act,
|
|
2912 | ||
2913 2914 2915 2916 2917 2918 2919 2920 2921 |
b) No aviation supplier or subcontractor under this contract may be relieved of
|
|
2922 | ||
2923 2924 2925 2926 2927 2928 2929 2930 2931 2932 2933 2934 2935 2936 2937 |
c) If it is found in accordance with the review procedures in 29 CFR 4.10
|
|
2938 | ||
2939 2940 2941 2942 2943 2944 2945 |
e. The aviation supplier and any subcontractor under this contract must notify each
service
|
|
2946 | ||
2947 2948 2949 2950 2951 2952 |
f. The aviation supplier or subcontractor may not permit services called for by this
contract to be
|
|
2953 |
Page 58 of 128
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2954 |
g. |
|
2955 2956 2957 2958 2959 2960 2961 |
1) The aviation supplier and each subcontractor performing work subject to the Act
must
|
|
2962 |
a) Name, address, and social security number of each employee. |
|
2963 | ||
2964 2965 2966 |
b) The correct work classification, rate or rates of monetary wages paid and
|
|
2967 | ||
2968 |
c) The number of daily and weekly hours so worked by each employee. |
|
2969 | ||
2970 2971 |
d) Any deductions, rebates, or refunds from the total daily or weekly
|
|
2972 | ||
2973 2974 2975 2976 2977 2978 |
e) A list of monetary wages and fringe benefits for those classes of service
|
|
2979 | ||
2980 2981 |
f) Any list of the predecessor aviation suppliers employees furnished to
the
|
|
2982 | ||
2983 2984 |
2) The aviation supplier must also make available a copy of this contract for inspection
or
|
|
2985 | ||
2986 2987 2988 2989 2990 2991 |
3) Failure to make and maintain or to make available the records specified in
this
|
|
2992 | ||
2993 2994 2995 |
4) The aviation supplier must permit authorized representatives of the Wage and
Hour
|
|
2996 | ||
2997 2998 2999 3000 3001 3002 |
h. The aviation supplier must unconditionally pay to each employee subject to the
Service
|
|
3003 | ||
3004 3005 3006 3007 3008 3009 3010 |
i. The Contracting Officer must withhold or cause to be withheld from the Postal Service
aviation
|
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3123 3124 3125 |
2) The employees must be allowed to retain all tips (individually or through a
pooling
|
|
3126 | ||
3127 3128 3129 3130 |
3) The employer must be able to show by records that the employee receives at least
|
|
3131 | ||
3132 3133 |
4) The use of tip credit must have been permitted under any predecessor
collective
|
|
3134 | ||
3135 3136 3137 3138 3139 |
r. Disputes arising out of the labor standards provisions of this contract are not
subject to the
|
|
3140 | ||
3141 | ||
3142 3143 |
Clause 9-12: Fair Labor Standards Act and Service Contract Act - Price
Adjustment (February 2010) |
|
3144 3145 |
a. The aviation supplier warrants that the contract prices do not include allowance for
any
|
|
3146 | ||
3147 3148 3149 3150 3151 3152 3153 |
b. The minimum prevailing wage determination, including fringe benefits, issued under
the
|
|
3154 | ||
3155 3156 3157 3158 3159 3160 3161 3162 3163 3164 3165 3166 3167 |
c. When, as a result of the determination of minimum prevailing wages and fringe
benefits
|
|
3168 | ||
3169 3170 3171 3172 3173 3174 3175 3176 3177 3178 |
d. The aviation supplier or Contracting Officer may request a contract price adjustment within
30
|
Page 62 of 128
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3235 3236 |
affirmative action to employ and advance in employment individuals with
physical or mental
|
|
3237 | ||
3238 3239 3240 3241 3242 3243 3244 |
f. The contractor must include the provisions of this clause in every subcontract or
purchase
|
|
3245 | ||
3246 | ||
3247 3248 3249 |
Clause 9-14: Equal Opportunity for Disabled Veterans, Recently Separated
Veterans, Other Protected Veterans, and Armed Forces Service Medal Veterans (February 2010) (Tailored) |
|
3250 3251 3252 3253 3254 3255 3256 3257 |
a. The contractor will not discriminate against any employee or applicant for
employment
|
|
3258 | ||
3259 |
1. Recruitment, advertising, and job application procedures; |
|
3260 | ||
3261 3262 |
2. Hiring, upgrading, promotion, award of tenure, demotion, transfer, layoff,
termination,
|
|
3263 | ||
3264 |
3. Rates of pay or any other form of compensation and changes in compensation; |
|
3265 | ||
3266 3267 |
4. Job assignments, job classifications, organizational structures, position
descriptions,
|
|
3268 | ||
3269 |
5. Leaves of absence, sick leave, or any other leave; |
|
3270 | ||
3271 3272 |
6. Fringe benefits available by virtue of employment, whether or not administered by
the
|
|
3273 | ||
3274 3275 3276 |
7. Selection and financial support for training, including apprenticeship, and
on-the-job
|
|
3277 | ||
3278 |
8. Activities sponsored by the contractor including social or recreational programs; and |
|
3279 | ||
3280 |
9. Any other term, condition, or privilege of employment. |
|
3281 | ||
3282 3283 3284 3285 3286 3287 3288 3289 3290 |
b. The contractor agrees to immediately list all employment openings which exist at the time
of
|
|
3291 |
Page 64 of 128
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3292 | ||
3293 3294 3295 3296 3297 3298 3299 3300 |
c. Listing of employment openings with the appropriate employment service delivery
system
|
|
3301 | ||
3302 3303 3304 3305 3306 3307 3308 |
d. Whenever a contractor, other than a state or local governmental contractor,
becomes
|
|
3309 | ||
3310 3311 3312 3313 3314 |
e. The provisions of paragraphs 2 and 3 of this clause do not apply to the listing of
employment
|
|
3315 | ||
3316 |
f. As used in this clause: |
|
3317 | ||
3318 3319 3320 3321 3322 |
1.
All employment openings
includes all positions except executive and
senior
|
|
3323 | ||
3324 3325 3326 3327 3328 3329 3330 3331 3332 3333 3334 3335 3336 |
2.
Executive and senior management
means: (1) Any employee (a) compensated on
a
|
|
3337 | ||
3338 3339 3340 3341 3342 3343 |
3.
Positions that will be filled from within the contractors organization
means
|
|
3344 | ||
3345 3346 |
g. The contractor agrees to comply with the rules, regulations, and relevant orders of
the
|
|
3347 |
Page 65 of 128
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3348 3349 3350 |
h. In the event of the contractors noncompliance with the requirements of this clause,
actions for
|
|
3351 | ||
3352 3353 3354 3355 3356 3357 3358 3359 3360 3361 |
i. The contractor agrees to post in conspicuous places, available to employees and
applicants
|
|
3362 | ||
3363 3364 3365 3366 3367 3368 |
j. The contractor will notify each labor organization or representative of workers with
which it has
|
|
3369 | ||
3370 3371 3372 3373 3374 3375 3376 |
k. The contractor will include the provisions of this clause in every subcontract or purchase
order
|
|
3377 | ||
3378 | ||
3379 | Contract Term | |
3380 3381 3382 |
The contract base period of performance will be October 1, 2013, through September 30, 2020, with
two, five year renewal periods to be exercised by mutual agreement of the parties. The Night Network will begin operation on September 30, 2013; the Day Network will begin operation on October 1, 2013. |
|
3383 | ||
3384 | ||
3385 | Renewal Process | |
3386 | [*] | |
3387 | ||
3388 | ||
3389 | ||
3390 | ||
3391 | Amendments or Modifications | |
3392 3393 3394 |
In order to be binding upon the Postal Service or the aviation supplier, any amendment or modification
of this Contract must be in writing signed by the Contracting Officer on behalf of the Postal Service and an officer of the aviation supplier authorized to bind the company. |
|
3395 | ||
3396 | ||
3397 | Assignment | |
3398 3399 3400 3401 |
Neither Party shall, directly or indirectly (whether by succession, merger, or otherwise) assign,
delegate, novate, or otherwise transfer this Contract or any of its rights or obligations hereunder, without the prior written approval of the other. However, the aviation supplier may assign this contract to any of its internal business affiliates upon written notice to the Postal Service. |
|
3402 |
* | 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. |
Page 66 of 128
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Part 3: Contract Clauses
Mod 19
3403 | ||
3404 | Bankruptcy | |
3405 3406 3407 3408 3409 3410 3411 |
In the event the aviation supplier enters into proceedings relating to bankruptcy, whether voluntary or
involuntary, the aviation supplier will furnish, by certified mail, written notification of the bankruptcy to the Contracting Officer responsible for administering the contract. The notification must be furnished within five days of the initiation of the bankruptcy proceedings. The notification must include the date on which the bankruptcy petition was filed, the court in which the petition was filed, and a list of Postal Service contracts and Contracting Officers for all Postal Service contracts for which final payment has not yet been made. This obligation remains in effect until final payment under this contract. |
|
3412 | ||
3413 | ||
3414 | Confidentiality | |
3415 3416 3417 3418 |
a. During the term of this contract and until the earlier of five (5) years after such
termination or
|
|
3419 | ||
3420 3421 |
1. Written information identified in writing as confidential or oral information
promptly
|
|
3422 | ||
3423 3424 3425 3426 |
2. Written information or oral information disclosed by the parties during the
negotiation
|
|
3427 | ||
3428 3429 3430 |
3. Any information or knowledge concerning the methods of operation, promotion, sale,
|
|
3431 | ||
3432 3433 |
b. Notwithstanding the provisions of subparagraphs 1 through 3, above, neither party shall
be
|
|
3434 | ||
3435 3436 |
1. To Members of Congress serving on a committee or subcommittee with
oversight
|
|
3437 | ||
3438 |
2. In response to legal process or otherwise required by law; |
|
3439 | ||
3440 3441 |
3. In response to a request from the Department of Justice Antitrust Division attorneys
or
|
|
3442 | ||
3443 3444 3445 |
4. In response to requests submitted to the Postal Service under the Freedom
of
|
|
3446 | ||
3447 |
c. Information shall not be considered confidential if it is: |
|
3448 |
1. Generally known to the trade or public; |
|
3449 |
2. Rightfully possessed by a party prior to the effective date of this contract; |
|
3450 |
3. Received by a party from a third party which rightfully possesses it; |
|
3451 |
4. Independently developed by the other party; or |
|
3452 3453 |
5. Releasable pursuant to Postal Service regulations addressing how information
is
|
|
3454 | ||
3455 |
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3456 | Entire Agreement | |
3457 3458 3459 |
This Contract, together with all Attachments, constitutes the entire agreement and understanding
between the Parties in connection with the subject matter described, and supersedes and cancels all previous negotiations, commitments, and writings related to the subject matter. |
|
3460 | ||
3461 | ||
3462 | Force Majeure | |
3463 3464 3465 3466 |
Both the Postal Service and the aviation supplier shall be excused from their obligations for volume
guarantees or service performance, respectively, under this Contract, and neither Party shall be liable to the other or any other person or entity for loss, damage, delay, mis-delivery or non-delivery of shipments transported pursuant to this Contract, resulting in whole or in part from any of the following: |
|
3467 | ||
3468 3469 3470 3471 |
a. When there occurs a State or Federal government-declared State of Emergency and /
or
|
|
3472 | ||
3473 3474 3475 3476 3477 3478 |
b. When the failure to meet contractual obligations results in whole or in part from
public
|
|
3479 | ||
3480 |
c. When there exist any conditions that present a danger to each Partys personnel. |
|
3481 | ||
3482 3483 3484 3485 |
d. In every case the failure to perform must be beyond the control and without the fault
or
|
|
3486 | ||
3487 3488 3489 3490 3491 3492 3493 3494 3495 3496 3497 3498 3499 |
It is the responsibility of the Party asserting the Force Majeure event to formally declare that a Force
Majeure event has taken place within twenty-four (24) hours of the event, except when the event occurs on a Friday, Saturday or Sunday. Declaration of a Force Majeure event that occurs on a Friday, Saturday, or Sunday must be made by the close of business on the following Monday, except when the Monday falls on a holiday, then it must be declared by the close of business on the following Tuesday. The party declaring the Force Majeure event must document the circumstances of the event in writing to the Contracting Officers Representative, who will review the information with the Manager, Air Transportation Operations, and relevant aviation supplier officials. In the absence of a formal request for relief under this clause, all appropriate volume guarantees and performance standards will remain in force. Except for the calculation of the service levels, nothing in this section shall relieve or excuse the aviation supplier of its service obligations. Subsequent to a Force Majeure event being declared, the declaring party must provide reasonable, written documentation with sufficient detail to support the declaration. |
|
3500 | ||
3501 3502 3503 |
If, as a result of the occurrence of one of the foregoing events, the aviation supplier is excused from
performance, and the Postal Service is excused from meeting its minimum volume commitment for the identified period, the Parties will meet to agree upon the pro-rata adjustments to be made. |
|
3504 | ||
3505 3506 3507 |
On days where mail volume is withdrawn, withheld, or not transported under this provision, the
minimum volume commitment for the identified period will be reduced for that period by the amount of that volume. |
|
3508 | ||
3509 |
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Part 3: Contract Clauses
Mod 19
3510 | Frequency Adjustment | |
3511 3512 3513 3514 3515 3516 |
If, during the term of this contract, the Postal Service decides to reduce, in whole or in part, the
number of delivery days, for any mail type it provides, to fewer than six (6) per week, the Postal Service reserves the right to effectuate a change in delivery days by adjusting the Statement of Work of this contract, including, but not limited to, the annual number of operating days or the frequency of service hereunder. The parties agree that such an adjustment does not constitute a partial termination of the contract, nor will it give rise to an equitable adjustment. |
|
3517 | ||
3518 3519 3520 3521 3522 3523 3524 |
If the number of delivery days is reduced, in whole or in part, to five (5) and the Postal Service decides
to reduce the number of operating days under this contract, in whole or in part, to five (5), the parties agree to reduce the Contract Volume Minimum calculation. The Contract Volume Minimum calculation will be reduced by the average daily volume for the previous twelve (12) months excluding the weeks of Peak associated with the removed day of service without adjustment to the tier structure, the contract rate, or be subject to any other price-related adjustment. The monies associated with the volume removed from the calculation will be eliminated. |
|
3525 | ||
3526 3527 3528 |
If the number of delivery days is reduced to fewer than five (5), and the Postal Service decides to
reduce the number of operating days under this contract, in whole or in part, to fewer than five (5), the parties will negotiate an equitable adjustment if necessary. |
|
3529 | ||
3530 3531 3532 |
No later than 120 days prior to the effective date of such reduction in delivery days, the parties shall
commence discussions as to how to implement the change. Within 90 days of such notice, the supplier must implement the changes outlined above. |
|
3533 | ||
3534 | ||
3535 | Notices | |
3536 3537 3538 3539 3540 3541 3542 3543 |
Any notice, report, demand, acknowledgement or other communication which under the terms of this
Contract or otherwise must be given or made by either Party, unless specifically otherwise provided in this Contract, shall be in the English language and in writing, and shall be given or made by express delivery service with proof of delivery, certified air mail (return receipt requested). The parties may also send a copy of the same communication through electronic mail, facsimile with acknowledgement of receipt/proof of receipt, or personal delivery. If a party sends a copy of the official correspondence by electronic mail or facsimile, the correspondence shall not be deemed received until the receiving party confirms receipt. |
|
3544 | ||
3545 3546 3547 3548 |
Such notice, report, demand, acknowledgement or other communication shall be deemed to have
been given or made in the case of express delivery service with tracking and tracing capability on the date of signature of the proof of delivery, and in the case of certified mail on the fifth business day in the place of receipt after the date sent. |
|
3549 | ||
3550 | The notice address for the Postal Service shall be: | |
3551 |
U.S. Postal Service |
|
3552 |
Air Transportation CMC |
|
3553 |
Attention: Manager |
|
3554 |
475 LEnfant Plaza SW, Room 1P 650 |
|
3555 |
Washington, DC 20260-0650 |
|
3556 | ||
3557 | The notice address for the aviation supplier shall be: | |
3558 |
Federal Express Corporation |
|
3559 |
Attention: Vice President, Postal Transportation Management |
|
3560 |
3610 Hacks Cross Road |
|
3561 |
Building A 1st Floor |
|
3562 |
Memphis, TN 38125-8800 |
|
3563 | ||
3564 |
Page 69 of 128
Air Cargo Network
Contract ACN-13-FX
Part 3: Contract Clauses
Mod 19
3565 | Severability | |
3566 3567 3568 3569 3570 3571 |
a. If any term, provision, covenant or condition of this Contract is held by a court or Board
of
|
|
3572 | ||
3573 3574 3575 3576 3577 3578 |
b. If a material provision of this Contract is materially altered or abridged as the result of
a final
|
|
3579 | ||
3580 3581 |
c. Notwithstanding the foregoing, the Parties agree to make their best efforts to oppose
any
|
|
3582 | ||
3583 | ||
3584 | Third Party Governmental Delays | |
3585 3586 3587 3588 3589 3590 |
If, during the term of this contract, a governmental entity with subject matter jurisdiction enacts laws,
promulgates regulations, or issues orders mandating that the aviation supplier screen mail dispatched for transportation by aircraft within the United States for bombs, explosives, or other hazardous materials, and aviation supplier does not have a method for otherwise complying at no additional cost to the Postal Service, either party may, at no cost to the other party, suspend performance under the contract during the period in which such screening is actually required to be accomplished. |
|
3591 | ||
3592 3593 3594 3595 |
Within fourteen (14) days of the enactment of any law, promulgation of any regulation, or issuance of
any order referenced above, the parties shall commence negotiations in an attempt to modify this contract to address any adverse impacts and / or other concerns asserted by one or both parties that may arise as a result of additional screening requirements. |
|
3596 | ||
3597 3598 3599 |
If the parties cannot agree upon such a modification within 180 days, or within such longer period as
the parties may mutually agree, the contract and all orders hereunder may be terminated at no cost to either party. |
|
3600 | ||
3601 | ||
3602 | Waiver of Breach | |
3603 3604 |
No waiver of breach of any of the provisions of this Contract shall be construed to be a waiver of any
succeeding breach of the same or any other provision. |
Page 70 of 128
Air Cargo Network
Contract ACN-13-FX
Part 4: List of Attachments
Mod 19
Part 4 - List of Attachments and Forms
Forms: | ||||||
DOT Form F 5800.1 | Hazardous Materials Incident Report | |||||
I-9 Form | Employment Eligibility Verification | |||||
PS Form 2025 | Contract Personnel Questionnaire | |||||
PS Form 8203 | Order / Solicitation / Offer / Award | |||||
US Treasury Form 941 | Quarterly Federal Tax Return |
1 |
Included herein |
Page 71 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 3: Operating Plan, Day Network
Modification 19
Exercised Option 1 and 2
Attachment 3
Operating Plan, Day Network
June 27, 2014
Tuesday through Sunday
Originating Operation | ||||||||
Air Cargo Network Origin City |
Service
Point |
ALL Mail Due
Aviation Supplier Tuesday through Saturday |
ALL Mail Due
Aviation Supplier Sunday |
|||||
1 |
ALBUQUERQUE NM |
ABQ | [*] | [*] | ||||
2 |
ANCHORAGE AK |
ANC | [*] | [*] | ||||
3 |
ATLANTA GA |
ATL | [*] | [*] | ||||
4 |
AUSTIN TX |
AUS | [*] | [*] | ||||
5 |
BALTIMORE MD |
BWI | [*] | [*] | ||||
6 |
BILLINGS MT |
BIL | [*] | [*] | ||||
7 |
BIRMINGHAM AL |
BHM | [*] | [*] | ||||
8 |
BOISE ID AMF |
BOI | [*] | [*] | ||||
9 |
BOSTON MA |
BOS | [*] | [*] | ||||
10 |
CHARLESTON WV |
CRW | [*] | [*] | ||||
11 |
CHARLOTTE NC |
CLT | [*] | [*] | ||||
12 |
CHICAGO IL |
ORD | [*] | [*] | ||||
13 |
CINCINNATI OH |
CVG | [*] | [*] | ||||
14 |
CLEVELAND OH |
CLE | [*] | [*] | ||||
15 |
COLUMBUS OH |
CMH | [*] | [*] | ||||
16 |
DALLAS TX |
DFW | [*] | [*] | ||||
17 |
DENVER CO |
DEN | [*] | [*] | ||||
18 |
DES MOINES IA |
DSM | [*] | [*] | ||||
19 |
DETROIT MI |
DTW | [*] | [*] | ||||
20 |
DULLES VA |
IAD | [*] | [*] | ||||
21 |
EL PASO TX |
ELP | [*] | [*] | ||||
22 |
FARGO ND |
GFK | [*] | [*] | ||||
23 |
GRAND RAPIDS MI |
GRR | [*] | [*] | ||||
24 |
GREAT FALLS MT |
GTF | [*] | [*] | ||||
25 |
GREENSBORO NC |
GSO | [*] | [*] | ||||
26 |
HONOLULU HI |
HNL | [*] | [*] | ||||
27 |
HOUSTON TX |
IAH | [*] | [*] | ||||
28 |
INDIANAPOLIS IN |
IND | [*] | [*] | ||||
29 |
JACKSON MS |
JAN | [*] | [*] | ||||
30 |
JACKSONVILLE FL |
JAX | [*] | [*] | ||||
31 |
KANSAS CITY MO |
MCI | [*] | [*] | ||||
32 |
KNOXVILLE TN |
TYS | [*] | [*] | ||||
33 |
LAS VEGAS NV |
LAS | [*] | [*] | ||||
34 |
LITTLE ROCK AR |
LIT | [*] | [*] | ||||
35 |
LOS ANGELES CA |
LAX | [*] | [*] | ||||
36 |
LOUISVILLE KY |
SDF | [*] | [*] | ||||
37 |
LUBBOCK TX |
LBB | [*] | [*] |
* | 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. |
Page 75 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 3: Operating Plan, Day Network
Modification 19
Originating Operation | ||||||||
Air Cargo Network Origin City |
Service
Point |
ALL Mail Due
Aviation Supplier Tuesday through Saturday |
ALL Mail Due
Aviation Supplier Sunday |
|||||
38 |
MEMPHIS TN |
MEM | [*] | [*] | ||||
39 |
MIAMI FL |
MIA | [*] | [*] | ||||
40 |
MILWAUKEE WI |
MKE | [*] | [*] | ||||
41 |
MINNEAPOLIS MN |
MSP | [*] | [*] | ||||
42 |
MOBILE AL |
MOB | [*] | [*] | ||||
43 |
NASHUA NH |
MHT | [*] | [*] | ||||
44 |
NASHVILLE TN |
BNA | [*] | [*] | ||||
45 |
NEW ORLEANS LA |
MSY | [*] | [*] | ||||
46 |
NEWARK NJ |
EWR | [*] | [*] | ||||
47 |
NORFOLK VA |
ORF | [*] | [*] | ||||
48 |
NY METRO |
JFK | [*] | [*] | ||||
49 |
OAKLAND CA |
OAK | [*] | [*] | ||||
50 |
OKLAHOMA CITY OK |
OKC | [*] | [*] | ||||
51 |
OMAHA NE |
OMA | [*] | [*] | ||||
52 |
ONTARIO CA |
ONT | [*] | [*] | ||||
53 |
ORLANDO FL |
MCO | [*] | [*] | ||||
54 |
PHILADELPHIA PA |
PHL | [*] | [*] | ||||
55 |
PHOENIX AZ |
PHX | [*] | [*] | ||||
56 |
PITTSBURGH PA |
PIT | [*] | [*] | ||||
57 |
PORTLAND OR |
PDX | [*] | [*] | ||||
58 |
QUAD CITIES IL |
MLI | [*] | [*] | ||||
59 |
RALEIGH NC |
RDU | [*] | [*] | ||||
60 |
RENO NV |
RNO | [*] | [*] | ||||
61 |
RICHMOND VA |
RIC | [*] | [*] | ||||
62 |
ROCHESTER NY |
ROC | [*] | [*] | ||||
63 |
SACRAMENTO CA |
SMF | [*] | [*] | ||||
64 |
SALT LAKE CITY UT |
SLC | [*] | [*] | ||||
65 |
SAN ANTONIO TX |
SAT | [*] | [*] | ||||
66 |
SAN DIEGO CA |
SAN | [*] | [*] | ||||
67 |
SAN FRANCISCO CA |
SFO | [*] | [*] | ||||
68 |
SAN JUAN PR |
SJU | [*] | [*] | ||||
69 |
SEATTLE WA |
SEA | [*] | [*] | ||||
70 |
SHREVEPORT LA |
SHV | [*] | [*] | ||||
71 |
SIOUX FALLS SD |
FSD | [*] | [*] | ||||
72 |
SPOKANE WA |
GEG | [*] | [*] | ||||
73 |
SPRINGFIELD MA |
BDL | [*] | [*] | ||||
74 |
SPRINGFIELD MO |
SGF | [*] | [*] | ||||
75 |
SPRINGFIELD IL |
SPI | [*] | [*] | ||||
76 |
ST. LOUIS MO |
STL | [*] | [*] | ||||
77 |
TAMPA FL |
TPA | [*] | [*] | ||||
78 |
TUCSON AZ |
TUS | [*] | [*] | ||||
79 |
TULSA OK |
TUL | [*] | [*] | ||||
80 |
WICHITA KS |
ICT | [*] | [*] |
* | 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. |
Page 76 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 3: Operating Plan, Day Network
Modification 19
Exercised Option 1 and 2
Attachment 3
Operating Plan, Day Network
June 27, 2014
Tuesday through Sunday
Destinating Operation | ||||||||||
Air Cargo Network Destination City |
Service
Point |
Required
Delivery Time to Postal Service Tuesday - Friday |
Required
Delivery Time to Postal Service Saturday |
Required
Delivery Time to Postal Service Sunday |
||||||
1 |
ALBUQUERQUE NM |
ABQ | [*] | [*] | [*] | |||||
2 |
ANCHORAGE AK |
ANC | [*] | [*] | [*] | |||||
3 |
ATLANTA GA |
ATL | [*] | [*] | [*] | |||||
4 |
AUSTIN TX |
AUS | [*] | [*] | [*] | |||||
5 |
BALTIMORE MD |
BWI | [*] | [*] | [*] | |||||
6 |
BILLINGS MT |
BIL | [*] | [*] | [*] | |||||
7 |
BIRMINGHAM AL |
BHM | [*] | [*] | [*] | |||||
8 |
BOISE ID |
BOI | [*] | [*] | [*] | |||||
9 |
BOSTON MA |
BOS | [*] | [*] | [*] | |||||
10 |
CHARLESTON WV |
CRW | [*] | [*] | [*] | |||||
11 |
CHARLOTTE NC |
CLT | [*] | [*] | [*] | |||||
12 |
CHICAGO IL |
ORD | [*] | [*] | [*] | |||||
13 |
CINCINNATI OH |
CVG | [*] | [*] | [*] | |||||
14 |
CLEVELAND OH |
CLE | [*] | [*] | [*] | |||||
15 |
COLUMBUS OH |
CMH | [*] | [*] | [*] | |||||
16 |
DALLAS TX |
DFW | [*] | [*] | [*] | |||||
17 |
DENVER CO |
DEN | [*] | [*] | [*] | |||||
18 |
DES MOINES IA |
DSM | [*] | [*] | [*] | |||||
19 |
DETROIT MI |
DTW | [*] | [*] | [*] | |||||
20 |
DULLES VA |
IAD | [*] | [*] | [*] | |||||
21 |
EL PASO TX |
ELP | [*] | [*] | [*] | |||||
22 |
FARGO ND P&DC |
GFK | [*] | [*] | [*] | |||||
23 |
GRAND RAPIDS MI |
GRR | [*] | [*] | [*] | |||||
24 |
GREAT FALLS MT |
GTF | [*] | [*] | [*] | |||||
25 |
GREENSBORO NC |
GSO | [*] | [*] | [*] | |||||
26 |
HONOLULU HI |
*HNL | [*] | [*] | [*] | |||||
27 |
HOUSTON TX |
IAH | [*] | [*] | [*] | |||||
28 |
INDIANAPOLIS IN |
IND | [*] | [*] | [*] | |||||
29 |
JACKSON MS |
JAN | [*] | [*] | [*] | |||||
30 |
JACKSONVILLE FL |
JAX | [*] | [*] | [*] | |||||
31 |
KANSAS CITY MO |
MCI | [*] | [*] | [*] | |||||
32 |
KNOXVILLE TN |
TYS | [*] | [*] | [*] | |||||
33 |
LAS VEGAS NV |
LAS | [*] | [*] | [*] | |||||
34 |
LITTLE ROCK AR |
LIT | [*] | [*] | [*] | |||||
35 |
LOS ANGELES CA |
LAX | [*] | [*] | [*] | |||||
36 |
LOUISVILLE KY |
SDF | [*] | [*] | [*] |
* | 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. |
Page 77 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 3: Operating Plan, Day Network
Modification 19
Destinating Operation | ||||||||||
Air Cargo Network Destination City |
Service
Point |
Required
Delivery Time to Postal Service Tuesday - Friday |
Required
Delivery Time to Postal Service Saturday |
Required
Delivery Time to Postal Service Sunday |
||||||
37 |
LUBBOCK TX |
LBB | [*] | [*] | [*] | |||||
38 |
MEMPHIS TN |
MEM | [*] | [*] | [*] | |||||
39 |
MIAMI FL |
MIA | [*] | [*] | [*] | |||||
40 |
MILWAUKEE WI |
MKE | [*] | [*] | [*] | |||||
41 |
MINNEAPOLIS MN |
MSP | [*] | [*] | [*] | |||||
42 |
MOBILE AL |
BFM | [*] | [*] | [*] | |||||
43 |
NASHUA NH |
MHT | [*] | [*] | [*] | |||||
44 |
NASHVILLE TN |
BNA | [*] | [*] | [*] | |||||
45 |
NEW ORLEANS LA |
MSY | [*] | [*] | [*] | |||||
46 |
NEWARK NJ |
EWR | [*] | [*] | [*] | |||||
47 |
NORFOLK VA |
ORF | [*] | [*] | [*] | |||||
48 |
NY METRO |
JFK | [*] | [*] | [*] | |||||
49 |
OAKLAND CA |
OAK | [*] | [*] | [*] | |||||
50 |
OKLAHOMA CITY OK |
OKC | [*] | [*] | [*] | |||||
51 |
OMAHA NE |
OMA | [*] | [*] | [*] | |||||
52 |
ONTARIO CA |
ONT | [*] | [*] | [*] | |||||
53 |
ORLANDO FL |
MCO | [*] | [*] | [*] | |||||
54 |
PHILADELPHIA PA |
PHL | [*] | [*] | [*] | |||||
55 |
PHOENIX AZ |
PHX | [*] | [*] | [*] | |||||
56 |
PITTSBURGH PA |
PIT | [*] | [*] | [*] | |||||
57 |
PORTLAND OR |
PDX | [*] | [*] | [*] | |||||
58 |
QUAD CITIES IL |
MLI | [*] | [*] | [*] | |||||
59 |
RALEIGH NC |
RDU | [*] | [*] | [*] | |||||
60 |
RENO NV |
RNO | [*] | [*] | [*] | |||||
61 |
RICHMOND VA |
RIC | [*] | [*] | [*] | |||||
62 |
ROCHESTER |
ROC | [*] | [*] | [*] | |||||
63 |
SACRAMENTO CA |
SMF | [*] | [*] | [*] | |||||
64 |
SALT LAKE CITY |
SLC | [*] | [*] | [*] | |||||
65 |
SAN ANTONIO |
SAT | [*] | [*] | [*] | |||||
66 |
SAN DIEGO |
SAN | [*] | [*] | [*] | |||||
67 |
SAN FRANCISCO CA |
SFO | [*] | [*] | [*] | |||||
68 |
SAN JUAN PR** |
* SJU | [*] | [*] | [*] | |||||
69 |
SEATTLE WA |
SEA | [*] | [*] | [*] | |||||
70 |
SHREVEPORT LA |
SHV | [*] | [*] | [*] | |||||
71 |
SIOUX FALLS SD |
FSD | [*] | [*] | [*] | |||||
72 |
SPOKANE WA |
GEG | [*] | [*] | [*] | |||||
73 |
SPRINGFIELD MA |
BDL | [*] | [*] | [*] | |||||
74 |
SPRINGFIELD MO |
SGF | [*] | [*] | [*] | |||||
75 |
SPRINGFIELD IL |
SPI | [*] | [*] | [*] | |||||
76 |
ST. LOUIS MO |
STL | [*] | [*] | [*] | |||||
77 |
TAMPA FL |
TPA | [*] | [*] | [*] | |||||
78 |
TUCSON AZ |
*TUS | [*] | [*] | [*] |
* | 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. |
Page 78 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 3: Operating Plan, Day Network
Modification 19
Destinating Operation | ||||||||||
Air Cargo Network Destination City |
Service
Point |
Required
Delivery Time to Postal Service Tuesday - Friday |
Required
Delivery Time to Postal Service Saturday |
Required
Delivery Time to Postal Service Sunday |
||||||
79 |
TULSA OK |
TUL | [*] | [*] | [*] | |||||
80 |
WICHITA KS |
ICT | [*] | [*] | [*] |
* | All mail is delivered on Sunday at 07:00. The offshore locations have additional time. |
[*] |
** | 75% of the volume capture will be delivered on Day Zero with the balance delivered on Day +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. |
Page 79 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 3: Operating Plan, Day Network
Modification 19
Exercised Option 1 and 2
Attachment 3
Operating Plan, Day Network
June 27, 2014
Tender and Delivery Process Codes
A | Postal Service Builds ULDs | F | Aviation Supplier Unloads ULD into MTE | |||
B | Postal Service Transports ULDs to Ramp | G | Aviation Supplier Builds ULDs | |||
C | Postal Service Tenders in MTE | H | Aviation Supplier Delivers ULDs to Ramp | |||
D | Postal Service Picks Up MTE | I | Aviation Supplier Picks Up ULDs from Plant | |||
E | Postal Service Deck loads | J | Aviation Supplier Delivers ULDs to Plant | |||
K | Aviation Supplier Deck Loads |
Air Cargo Network City |
Service
Point |
Tender
Code |
Delivery
Code |
|||||
1 |
ALBUQUERQUE NM |
ABQ | A, B | H | ||||
2 |
ANCHORAGE AK |
ANC | A, B | H | ||||
3 |
ATLANTA GA |
ATL | A, B | H | ||||
4 |
AUSTIN TX |
AUS | A, B | H | ||||
5 |
BALTIMORE MD |
BWI | A, B | H | ||||
6 |
BILLINGS MT |
BIL | A, B | H | ||||
7 |
BIRMINGHAM AL |
BHM | E | K | ||||
8 |
BOISE ID |
BOI | A, B | H | ||||
9 |
BOSTON MA |
BOS | A, B | H | ||||
10 |
CHARLESTON WV |
CRW | A, B | H | ||||
11 |
CHARLOTTE NC |
CLT | A, B | H | ||||
12 |
CHICAGO IL |
ORD | A, B | H | ||||
13 |
CINCINNATI OH |
CVG | A, B | H | ||||
14 |
CLEVELAND OH |
CLE | A, B | H | ||||
15 |
COLUMBUS OH |
CMH | A, B | H | ||||
16 |
DALLAS TX |
DFW | A, B | H | ||||
17 |
DENVER CO |
DEN | A, B | H | ||||
18 |
DES MOINES IA |
DSM | A, B | H | ||||
19 |
DETROIT MI |
DTW | A, B | H | ||||
20 |
DULLES VA |
IAD | A, B | H | ||||
21 |
EL PASO TX |
ELP | A, B | H | ||||
22 |
FARGO ND |
GFK | A, B | H | ||||
23 |
GRAND RAPIDS MI |
GRR | A, B | H | ||||
24 |
GREAT FALLS MT |
GTF | A, B | Origin Only | ||||
25 |
GREENSBORO NC |
GSO | A, B | H | ||||
26 |
HONOLULU HI |
HNL | A, B | H | ||||
27 |
HOUSTON TX |
IAH | A, B | H | ||||
28 |
INDIANAPOLIS IN |
IND | A, B | H | ||||
29 |
JACKSON MS |
JAN | E | K | ||||
30 |
JACKSONVILLE FL |
JAX | A, B | H | ||||
31 |
KANSAS CITY MO |
MCI | A, B | H | ||||
32 |
KNOXVILLE TN |
TYS | A, B | H | ||||
33 |
LAS VEGAS NV |
LAS | A, B | H |
Page 80 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 3: Operating Plan, Day Network
Modification 19
Air Cargo Network City |
Service
Point |
Tender
Code |
Delivery
Code |
|||||
34 |
LITTLE ROCK AR |
LIT | E | K | ||||
35 |
LOS ANGELES CA |
LAX | A, B | H | ||||
36 |
LOUISVILLE KY |
SDF | A, B | H | ||||
37 |
LUBBOCK TX |
LBB | A, B | H | ||||
38 |
MEMPHIS TN |
MEM | E | K | ||||
39 |
MIAMI FL |
MIA | A, B | H | ||||
40 |
MILWAUKEE WI |
MKE | A, B | H | ||||
41 |
MINNEAPOLIS MN |
MSP | A, B | H | ||||
42 |
MOBILE AL |
MOB | A, B | H | ||||
43 |
NASHUA NH |
MHT | A, I | J | ||||
44 |
NASHVILLE TN |
BNA | E | K | ||||
45 |
NEW ORLEANS LA |
MSY | A, B | H | ||||
46 |
NEWARK NJ |
EWR | A, B | H | ||||
47 |
NORFOLK VA |
ORF | A, B | H | ||||
48 |
NY METRO |
JFK | A, I | J | ||||
49 |
OAKLAND CA |
OAK | A, B | H | ||||
50 |
OKLAHOMA CITY OK |
OKC | A, B | H | ||||
51 |
OMAHA NE |
OMA | A, B | H | ||||
52 |
ONTARIO CA |
ONT | A, B | H | ||||
53 |
ORLANDO FL |
MCO | A, B | H | ||||
54 |
PHILADELPHIA PA |
PHL | A, B | H | ||||
55 |
PHOENIX AZ |
PHX | A, B | H | ||||
56 |
PITTSBURGH PA |
PIT | A, B | H | ||||
57 |
PORTLAND OR |
PDX | A, B | H | ||||
58 |
QUAD CITIES IL |
MLI | E | Origin Only | ||||
59 |
RALEIGH NC |
RDU | A, B | H | ||||
60 |
RENO NV |
RNO | A, B | H | ||||
61 |
RICHMOND VA |
RIC | A, B | H | ||||
62 |
ROCHESTER NY |
ROC | A, I | J | ||||
63 |
SACRAMENTO CA |
SMF | A, B | H | ||||
64 |
SALT LAKE CITY |
SLC | A, B | H | ||||
65 |
SAN ANTONIO TX |
SAT | A, B | H | ||||
66 |
SAN DIEGO CA |
SAN | A, B | H | ||||
67 |
SAN FRANCISCO CA |
SFO | A, B | H | ||||
68 |
SAN JUAN PR |
SJU | A, B | H | ||||
69 |
SEATTLE WA |
SEA | A, B | H | ||||
70 |
SHREVEPORT LA |
SHV | A, B | H | ||||
71 |
SIOUX FALLS SD |
FSD | A, B | H | ||||
72 |
SPOKANE WA |
GEG | A, B | H | ||||
73 |
SPRINGFIELD MA |
BDL | A, B | H | ||||
74 |
SPRINGFIELD MO |
SGF | E | Origin Only | ||||
75 |
SPRINGFIELD IL |
SPI | E | Origin Only | ||||
76 |
ST. LOUIS MO |
STL | E | K | ||||
77 |
TAMPA FL |
TPA | A, B | H | ||||
78 |
TUCSON AZ |
TUS | A, B | H | ||||
79 |
TULSA OK |
TUL | A, B | H | ||||
80 |
WICHITA KS |
ICT | A, B | H |
Page 81 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 4: Operating Plan, Night Network
Modification 19
Exercised Option 1 and 2
Attachment 4
Operating Plan, Night Network
June 27, 2014
Originating
Operations |
Destinating Operations | |||||||||
Air Cargo Network City |
Service
Point |
ALL Mail Due
Aviation Supplier Monday - Friday |
Required Delivery
Time to Postal Service Tuesday - Friday |
Required
Delivery Time to Postal Service Saturday |
||||||
1 | ALBANY NY | ALB | [*] | [*] | [*] | |||||
2 | ALBUQUERQUE NM | ABQ | [*] | [*] | [*] | |||||
3 | ALLENTOWN PA | ABE | [*] | [*] | [*] | |||||
4 | ANCHORAGE AK | ANC | [*] | [*] | [*] | |||||
5 | AMARILLO TX | AMA | [*] | [*] | [*] | |||||
6 | APPLETON WI | ATW | [*] | [*] | [*] | |||||
7 | ATLANTA GA | ATL | [*] | [*] | [*] | |||||
8 | AUSTIN TX | AUS | [*] | [*] | [*] | |||||
9 | BALTIMORE MD | BWI | [*] | [*] | [*] | |||||
10 | BANGOR ME | BGR | [*] | [*] | [*] | |||||
11 | BATON ROUGE LA | LFT/MSY |
[*]
|
[*] | [*] | |||||
12 | BEND OR | RDM | [*] | [*] | [*] | |||||
13 | BILLINGS MT | BIL | [*] | [*] | [*] | |||||
14 | BIRMINGHAM AL | BHM | [*] | [*] | [*] | |||||
15 | BISMARK ND | BIS | [*] | [*] | [*] | |||||
16 | BOISE ID | BOI | [*] | [*] | [*] | |||||
17 | BOSTON MA | BOS | [*] | [*] | [*] | |||||
18 | BOZEMAN MT | BZN | [*] | [*] | [*] | |||||
19 | BRISTOL TN / VA | TRI | [*] | [*] | [*] | |||||
20 | BUFFALO NY | BUF | [*] | [*] | [*] | |||||
21 | BURBANK CA | BUR | [*] | [*] | [*] | |||||
22 | BURLINGTON VT | BTV | [*] | [*] | [*] | |||||
23 | BUTTE MT | BTM | [*] | [*] | [*] | |||||
24 | CASPER WY | CPR | [*] | [*] | [*] | |||||
25 | CEDAR RAPIDS IA | CID | [*] | [*] | [*] | |||||
26 | CHARLESTON WV | HTS | [*] | [*] | [*] | |||||
27 | CHARLOTTE NC | CLT | [*] | [*] | [*] | |||||
28 | CHATTANOOGA TN | CHA | [*] | [*] | [*] | |||||
29 | CHEYENNE WY | CYS | [*] | [*] | [*] | |||||
30 | CHICAGO IL (OHare) | ORD | [*] | [*] | [*] | |||||
31 | CINCINNATI OH | CVG | [*] | [*] | [*] | |||||
32 | CLEVELAND OH | CLE | [*] | [*] | [*] | |||||
33 | COLORADO SPRINGS CO | COS | [*] | [*] | [*] |
* | 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. |
Page 82 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 4: Operating Plan, Night Network
Modification 19
Originating
Operations |
Destinating Operations | |||||||||
Air Cargo Network City |
Service
Point |
ALL Mail Due
Aviation Supplier Monday - Friday |
Required Delivery
Time to Postal Service Tuesday - Friday |
Required
Delivery Time to Postal Service Saturday |
||||||
34 | COLUMBIA SC | CAE | [*] | [*] | [*] | |||||
35 | COLUMBUS OH | CMH | [*] | [*] | [*] | |||||
36 | DALLAS TX | DFW | [*] | [*] | [*] | |||||
37 | DAYTON OH | DAY | [*] | [*] | [*] | |||||
38 | DENVER CO | DEN | [*] | [*] | [*] | |||||
39 | DES MOINES IA | DSM | [*] | [*] | [*] | |||||
40 | DETROIT MI | DTW | [*] | [*] | [*] | |||||
41 | DULLES VA | IAD | [*] | [*] | [*] | |||||
42 | DULUTH MN | DLH | [*] | [*] | [*] | |||||
43 | DURANGO CO | DRO | [*] | [*] | [*] | |||||
44 | EL PASO TX | ELP | [*] | [*] | [*] | |||||
45 | ELMIRA NY | ELM | [*] | [*] | [*] | |||||
46 | EUGENE OR | EUG | [*] | [*] | [*] | |||||
47 | FAIRBANKS AK | FAI | [*] | [*] | [*] | |||||
48 | FLINT MI | FNT | [*] | [*] | [*] | |||||
49 | FORT MYERS FL | RSW | [*] | [*] | [*] | |||||
50 | FORT WAYNE IN | FWA | [*] | [*] | [*] | |||||
51 | FRESNO CA | FAT | [*] | [*] | [*] | |||||
52 | FT LAUDERDALE FL | FLL | [*] | [*] | [*] | |||||
53 | GRAND FORKS ND | GFK | [*] | [*] | [*] | |||||
54 | GRAND JUNCTION CO | GJT | [*] | [*] | [*] | |||||
55 | GRAND RAPIDS MI | GRR | [*] | [*] | [*] | |||||
56 | GREAT FALLS MT | GTF | [*] | [*] | [*] | |||||
57 | GREENSBORO NC | GSO | [*] | [*] | [*] | |||||
58 | GREENVILLE SC | GSP | [*] | [*] | [*] | |||||
59 | HARRISBURG PA | MDT | [*] | [*] | [*] | |||||
60 | HARTFORD CT | BDL | [*] | [*] | [*] | |||||
61 | HELENA MT | HLN | [*] | [*] | [*] | |||||
62 | HONOLULU HI | HNL | [*] | [*] | [*] | |||||
63 | HOUSTON TX | IAH | [*] | [*] | [*] | |||||
64 | HUNTSVILLE AL | HSV | [*] | [*] | [*] | |||||
65 | INDIANAPOLIS IN | IND | [*] | [*] | [*] | |||||
66 | JACKSON MS | JAN | [*] | [*] | [*] | |||||
67 | JACKSONVILLE FL | JAX | [*] | [*] | [*] | |||||
68 | JFK NY | JFK | [*] | [*] | [*] | |||||
69 | KALISPELL MT | FCA | [*] | [*] | [*] | |||||
70 | KANSAS CITY MO | MCI | [*] | [*] | [*] | |||||
71 | KNOXVILLE TN | TYS | [*] | [*] | [*] | |||||
72 | LAS VEGAS NV | LAS | [*] | [*] | [*] | |||||
73 | LITTLE ROCK AR | LIT | [*] | [*] | [*] | |||||
74 | LONG BEACH CA | LGB | [*] | [*] | [*] | |||||
75 | LOS ANGELES CA | LAX | [*] | [*] | [*] | |||||
76 | LOUISVILLE KY | SDF | [*] | [*] | [*] |
* | 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. |
Page 83 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 4: Operating Plan, Night Network
Modification 19
Originating
Operations |
Destinating Operations | |||||||||
Air Cargo Network City |
Service
Point |
ALL Mail Due
Aviation Supplier Monday - Friday |
Required Delivery
Time to Postal Service Tuesday - Friday |
Required
Delivery Time to Postal Service Saturday |
||||||
77 | LUBBOCK TX | LBB | [*] | [*] | [*] | |||||
78 | MADISON WI | MSN | [*] | [*] | [*] | |||||
79 | MANCHESTER NH | MHT | [*] | [*] | [*] | |||||
80 | MCALLEN TX | MFE | [*] | [*] | [*] | |||||
81 | MEDFORD OR | MFR | [*] | [*] | [*] | |||||
82 | MEMPHIS TN | MEM | [*] | [*] | [*] | |||||
83 | MIAMI FL | MIA | [*] | [*] | [*] | |||||
84 | MILWAUKEE WI | MKE | [*] | [*] | [*] | |||||
85 | MINNEAPOLIS MN | MSP | [*] | [*] | [*] | |||||
86 | MINOT ND | MOT | [*] | [*] | [*] | |||||
87 | MISSOULA MT | MSO | [*] | [*] | [*] | |||||
88 | MOBILE AL | MOB | [*] | [*] | [*] | |||||
89 | NASHVILLE TN | BNA | [*] | [*] | [*] | |||||
90 | NEW ORLEANS LA | MSY | [*] | [*] | [*] | |||||
91 | NEWARK NJ | EWR | [*] | [*] | [*] | |||||
92 | NORFOLK VA | ORF | [*] | [*] | [*] | |||||
93 | OAKLAND CA | OAK | [*] | [*] | [*] | |||||
94 | OKLAHOMA CITY OK | OKC | [*] | [*] | [*] | |||||
95 | OMAHA NE | OMA | [*] | [*] | [*] | |||||
96 | ONTARIO CA | ONT | [*] | [*] | [*] | |||||
97 | ORANGE CNTY AIRPORT | SNA | [*] | [*] | [*] | |||||
98 | ORLANDO FL | MCO | [*] | [*] | [*] | |||||
99 | PALM BEACH FL | PBI | [*] | [*] | [*] | |||||
100 | PASCO WA | PSC | [*] | [*] | [*] | |||||
101 | PEORIA IL | PIA | [*] | [*] | [*] | |||||
102 | PHILADELPHIA PA | PHL | [*] | [*] | [*] | |||||
103 | PHOENIX AZ | PHX | [*] | [*] | [*] | |||||
104 | PITTSBURGH PA | PIT | [*] | [*] | [*] | |||||
105 | POCATELLO ID | PIH | [*] | [*] | [*] | |||||
106 | PORTLAND ME | PWM | [*] | [*] | [*] | |||||
107 | PORTLAND OR | PDX | [*] | [*] | [*] | |||||
108 | PRESQUE ISLE ME | PQI | [*] | [*] | [*] | |||||
109 | PROVIDENCE RI | PVD | [*] | [*] | [*] | |||||
110 | RALEIGH NC | RDU | [*] | [*] | [*] | |||||
111 | RAPID CITY SD | RAP | [*] | [*] | [*] | |||||
112 | RENO NV | RNO | [*] | [*] | [*] | |||||
113 | RICHMOND VA | RIC | [*] | [*] | [*] | |||||
114 | ROANOKE VA | ROA | [*] | [*] | [*] | |||||
115 | ROCHESTER MN | RST | [*] | [*] | [*] | |||||
116 | ROCHESTER NY | ROC | [*] | [*] | [*] | |||||
117 | ROCK SPRINGS WY | RKS | [*] | [*] | [*] | |||||
118 | SACRAMENTO CA | SMF | [*] | [*] | [*] | |||||
119 | SALIBURY MD | SBY | [*] | [*] | [*] |
* | 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. |
Page 84 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 4: Operating Plan, Night Network
Modification 19
Originating
Operations |
Destinating Operations | |||||||||
Air Cargo Network City |
Service
Point |
ALL Mail Due
Aviation Supplier Monday - Friday |
Required Delivery
Time to Postal Service Tuesday - Friday |
Required
Delivery Time to Postal Service Saturday |
||||||
120 | SALT LAKE CITY UT | SLC | [*] | [*] | [*] | |||||
121 | SAN ANTONIO TX | SAT | [*] | [*] | [*] | |||||
122 | SAN DIEGO CA | SAN | [*] | [*] | [*] | |||||
123 | SAN FRANCISCO CA | SFO | [*] | [*] | [*] | |||||
124 | SAN JOSE CA | SJC | [*] | [*] | [*] | |||||
125 | SAN JUAN PR | SJU | [*] | [*] | [*] | |||||
126 | SAVANNAH GA | SAV | [*] | [*] | [*] | |||||
127 | SEATTLE WA | SEA | [*] | [*] | [*] | |||||
128 | SHREVEPORT LA | SHV | [*] | [*] | [*] | |||||
129 | SIOUX CITY IA | SUX | [*] | [*] | [*] | |||||
130 | SOUIX FALLS SD | FSD | [*] | [*] | [*] | |||||
131 | SOUTH BEND IN | SBN | [*] | [*] | [*] | |||||
132 | SPOKANE WA | GEG | [*] | [*] | [*] | |||||
133 | SPRINGFIELD MO | SGF | [*] | [*] | [*] | |||||
134 | ST CLOUD MN | STC | [*] | [*] | [*] | |||||
135 | ST LOUIS MO | STL | [*] | [*] | [*] | |||||
136 | STEWART NY | SWF | [*] | [*] | [*] | |||||
137 | SYRACUSE NY | SYR | [*] | [*] | [*] | |||||
138 | TALLAHASSEE FL | TLH | [*] | [*] | [*] | |||||
139 | TAMPA FL | TPA | [*] | [*] | [*] | |||||
140 | TRAVERSE CITY MI | TVC | [*] | [*] | [*] | |||||
141 | TUCSON AZ | TUS | [*] | [*] | [*] | |||||
142 | TULSA OK | TUL | [*] | [*] | [*] | |||||
143 | TWIN FALLS ID | TWF | [*] | [*] | [*] | |||||
144 | WATERLOO IA | ALO | [*] | [*] | [*] | |||||
145 | WAUSAU WI | CWA | [*] | [*] | [*] | |||||
146 | WENATCHEE WA | EAT | [*] | [*] | [*] | |||||
147 | WICHITA KS | ICT | [*] | [*] | [*] | |||||
148 | YAKIMA WA | YKM | [*] | [*] | [*] |
* | 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. |
Page 85 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 4: Operating Plan, Night Network
Modification 19
Exercised Option 1 and 2
Attachment 4
Operating Plan, Night Network
June 27, 2014
Tender and Delivery Process Codes
A | Postal Service Builds ULDs |
B | Postal Service Transports ULDs to Ramp |
C | Postal Service Transports Loose Volume to and from Aviation Supplier Location other than Airport Ramp |
D | Postal Service Transports Loose Volumes to and from Aviation Supplier Ramp |
E | Aviation Supplier Picks Up ULDs |
F | Aviation Supplier Delivers in ULDs |
G | Aviation Supplier Delivers Volume Loose to a Postal Service Designated Location |
Air Cargo Network City |
Service
Point |
Tender
Code |
Delivery Code | |||||
1 | ALBANY NY | ALB | D | D | ||||
2 | ALBURQUERQUE NM | ABQ | D | D | ||||
3 | ALLENTOWN PA | ABE | D | Origin Only | ||||
4 | AMARILLO TX | AMA | D | Origin Only | ||||
5 | ANCHORAGE AK | ANC | D | D | ||||
6 | APPLETON WI | ATW | D | D | ||||
7 | ATLANTA GA | ATL | E | D | ||||
8 | AUSTIN (Air Stop) TX | AUS | D | D | ||||
9 | BALTIMORE MD | BWI | D | D | ||||
10 | BANGOR ME | BGR | D | D | ||||
11 | BATON ROUGE LA | BTR | D | D | ||||
12 | BEND OR | RDM | D | Origin Only | ||||
13 | BILLINGS MT | BIL | D | D | ||||
14 | BIRMINGHAM AL | BHM | D | D | ||||
15 | BISMARK ND | BIS | D | Origin Only | ||||
16 | BOISE ID | BOI | E | F | ||||
17 | BOSTON MA | BOS | D | D | ||||
18 | BOZEMAN MT | BZN | D | Origin Only | ||||
19 | BRISTOL TN / VA | TRI | D | Origin Only | ||||
20 | BUFFALO NY | BUF | D | D | ||||
21 | BURBANK CA | BUR | D | D | ||||
22 | BURLINGTON VT | BTV | D | D | ||||
23 | BUTTE MT | BTM | D | Origin Only | ||||
24 | CASPER WY | CPR | D | Origin Only | ||||
25 | CEDAR RAPIDS IA | CID | D | D | ||||
26 | CHARLESTON WV | CRW | D | D | ||||
27 | CHARLOTTE NC | CLT | D | D | ||||
28 | CHATTANOOGA P&DC TN | CHA | D | D | ||||
29 | CHEYENNE WY | CYS | D | Origin Only | ||||
30 | CHICAGO IL | ORD | D | D | ||||
31 | CINCINNATI OH | CVG | D | D |
Page 86 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 4: Operating Plan, Night Network
Modification 19
Air Cargo Network City |
Service
Point |
Tender
Code |
Delivery Code | |||||
32 | CLEVELAND OH | CLE | D | D | ||||
33 | COLORADO SPRINGS CO | COS | D | D | ||||
34 | COLUMBIA SC | CAE | D | D | ||||
35 | COLUMBUS OH | CMH | D | D | ||||
36 | DALLAS TX | DFW | D | D | ||||
37 | DAYTON OH | DAY | D | D | ||||
38 | DENVER CO | DEN | D | D | ||||
39 | DES MOINES IA | DSM | D | D | ||||
40 | DETROIT MI | DTW | D | D | ||||
41 | DULLES VA | IAD | D | D | ||||
42 | DULUTH MN | DLH | D | D | ||||
43 | DURANGO CO | DRO | D | Origin Only | ||||
44 | EL PASO TX | ELP | D | D | ||||
45 | ELM NY | ELM | D | D | ||||
46 | EUGENE OR | EUG | D | Origin Only | ||||
47 | FAIRBANKS AK | FAI | D | Origin Only | ||||
48 | FLINT P&DC MI | FNT | D | D | ||||
49 | FORT MYERS P&DC FL | RSW | E | F | ||||
50 | FORT WAYNE IN P&DC | FWA | D | D | ||||
51 | FRESNO CA | FAT | D | D | ||||
52 | FT LAUDERDALE FL | FLL | D | F | ||||
53 | GRAND FORKS ND | GFK | D | D | ||||
54 | GRAND JUNCTION CO | GJT | D | Origin Only | ||||
55 | GRAND RAPIDS MI | GRR | D | D | ||||
56 | GREAT FALLS MT | GTF | D | D | ||||
57 | GREENSBORO NC | GSO | D | D | ||||
58 | GREENVILLE SC | GSP | D | D | ||||
59 | HARRISBURG PA | MDT | D | D | ||||
60 | HARTFORD CT | BDL | D | D | ||||
61 | HELENA MT | HLN | D | Origin Only | ||||
62 | HONOLULU HI | HNL | D | D | ||||
63 | HOUSTON TX | IAH | D | D | ||||
64 | HUNTSVILLE P&DF AL | HSV | D | D | ||||
65 | INDIANAPOLIS IN | IND | D | D | ||||
66 | JACKSON MS | JAN | C | C | ||||
67 | JACKSONVILLE FL | JAX | E | F | ||||
68 | JFK NY | JFK | BD | D | ||||
69 | KALISPELL MT | FCA | D | Origin Only | ||||
70 | KANSAS CITY MO | MCI | D | D | ||||
71 | KNOXVILLE TN | TYS | D | D | ||||
72 | LAS VEGAS NV | LAS | D | D | ||||
73 | LITTLE ROCK AR | LIT | C | C | ||||
74 | LONG BEACH CA | LGB | D | Origin Only | ||||
75 | LOS ANGELES CA | LAX | D | D | ||||
76 | LOUISVILLE KY | SDF | D | D | ||||
77 | LUBBOCK TX | LBB | D | D | ||||
78 | MADISON WI | MSN | D | D | ||||
79 | MANCHESTER NH | MHT | D | D |
Page 87 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 4: Operating Plan, Night Network
Modification 19
Air Cargo Network City |
Service
Point |
Tender
Code |
Delivery Code | |||||
80 | MCALLEN TX | MFE | D | Origin Only | ||||
81 | MEDFORD OR | MFR | D | Origin Only | ||||
82 | MEMPHIS TN | MEM | D | D | ||||
83 | MIAMI FL | MIA | D | F/D | ||||
84 | MILWAUKEE WI | MKE | D | D | ||||
85 | MINNEAPOLIS MN | MSP | D | D | ||||
86 | MINOT ND | MOT | D | Origin Only | ||||
87 | MISSOULA MT | MSO | D | Origin Only | ||||
88 | MOBILE AL | MOB | D | D | ||||
89 | NASHVILLE TN | BNA | D | D | ||||
90 | NEW ORLEANS LA | MSY | D | D | ||||
91 | NEWARK NJ | EWR | E | F | ||||
92 | NORFOLK VA | ORF | D | D | ||||
93 | OAKLAND CA | OAK | D | D | ||||
94 | OKLAHOMA CITY OK | OKC | D | D | ||||
95 | OMAHA NE | OMA | D | D | ||||
96 | ONTARIO CA | ONT | D | D | ||||
97 | ORANGE COUNTY AIRPORT | SNA | D | Origin Only | ||||
98 | ORLANDO FL | MCO | A | D | ||||
99 | PALM BEACH FL | PBI | D | D (T-F) / G (Sat) | ||||
100 | PASCO WA | PSC | D | Origin Only | ||||
101 | PEORIA MPO IL | PIA | D | D | ||||
102 | PHILADELPHIA PA | PHL | D | D | ||||
103 | PHOENIX AZ | PHX | D | D | ||||
104 | PITTSBURGH PA | PIT | D/E | D | ||||
105 | POCATELLO ID | PIH | D | Origin Only | ||||
106 | PORTLAND ME | PWM | D | D | ||||
107 | PORTLAND OR | PDX | D | D | ||||
108 | PRESQUE ISLE ME | PQI | D | D | ||||
109 | PROVIDENCE RI | PVD | D | D | ||||
110 | RALEIGH NC | RDU | D | D | ||||
111 | RAPID CITY SD | RAP | D | Origin Only | ||||
112 | RENO NV | RNO | D | D | ||||
113 | RICHMOND VA | RIC | D | D | ||||
114 | ROANOKE VA | ROA | D | D | ||||
115 | ROCHESTER MN | RST | D | D | ||||
116 | ROCHESTER NY | ROC | D | D | ||||
117 | ROCK SPRINGS WY | RKS | D | Origin Only | ||||
118 | SACRAMENTO CA | SMF | D | D | ||||
119 | SALISBURY | SBY | D | Origin Only | ||||
120 | SALT LAKE CITY UT | SLC | E | F | ||||
121 | SAN ANTONIO TX | SAT | D | D | ||||
122 | SAN DIEGO CA | SAN | D | D | ||||
123 | SAN FRANCISCO CA | SFO | E/D | F/D | ||||
124 | SAN JOSE CA | SJC | D | D | ||||
125 | SAN JUAN PR | SJU | D | D | ||||
126 | SAVANNAH P&DF GA | SAV | D | D | ||||
127 | SEATTLE WA | SEA | D | D |
Page 88 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 4: Operating Plan, Night Network
Modification 19
Air Cargo Network City |
Service
Point |
Tender
Code |
Delivery Code | |||||
128 | SHREVEPORT LA | SHV | D | D | ||||
129 | SIOUX CITY IA | SUX | D | Origin Only | ||||
130 | SOUIX FALLS SD | FSD | D | D | ||||
131 | SOUTH BEND IN P&DC | SBN | D | D | ||||
132 | SPOKANE WA | GEG | D | D | ||||
133 | SPRINGFIELD MO | SGF | D | D | ||||
134 | ST CLOUD MN | STC | D | Origin Only | ||||
135 | ST LOUIS MO | STL | D | D | ||||
136 | STEWART NY 125 | SWF | D | D | ||||
137 | SYRACUSE NY | SYR | D | D | ||||
138 | TALLAHASSEE P&DF FL | TLH | D | D | ||||
139 | TAMPA FL | TPA | A | D | ||||
140 | TRAVERSE CITY MI | TVC | D | D | ||||
141 | TUCSON AZ | TUS | D | D | ||||
142 | TULSA OK | TUL | D | D | ||||
143 | TWIN FALLS ID | TWF | D | Origin Only | ||||
144 | WATERLOO IA | ALO | D | Origin Only | ||||
145 | WAUSAU WI | CWA | D | D | ||||
146 | WENATCHEE WA | EAT | D | Origin Only | ||||
147 | WICHITA KS | ICT | D | D | ||||
148 | YAKIMA WA | YKM | D | Origin Only |
Page 89 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 10: Pricing
Mod 19
Exercised Option 1 and 2
Attachment 10
Pricing
June 27, 2014
Attachment 10 Pricing Day Network (Proposal 2F)
[*]
* | 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. |
Page 98 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 10: Pricing
Mod 19
Attachment 10 Pricing Night Network (Proposal 2B) | 18-Apr-13 |
[*]
* | 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. |
Page 99 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 10: Pricing
Mod 19
Attachment 10 Pricing | 6/27/2014 |
[*]
* | 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. |
Page 100 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 13: Service Contract Act Wage Determinations
June 27, 2014
Mod 19
Attachment 13
Service Contract Act Wage
Determinations June 27, 2014
[*]
* | 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. |
Page 103 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 14: Contract Density
Mod 19
Attachment 14
Contract Density for the Day Network
June 27, 2014
Contract Density will be measured by the invoicing system of record. It will measure the density (pounds per cubic foot) to be used as referenced in the following sections of the contract:
|
Part 1: Statement of Work ; Reduction in Payment |
|
Part 1: Statement of Work; Payment Processing - Day Network - Per Cube, Mail Tendered in ULDs |
|
Part 1: Statement of Work ; Payment Processing - Day Network - Per Cube, Mail Tendered from Surface Trucks |
|
Part 1: Statement of Work ; Payment Processing - Day Network - Per Cube, Mail Tendered from Ad Hoc Trucks into the Aviation Supplier Hub |
Contract Density will be calculated based on the sum of all assigned rounded weights for handling types D (loose Mixed Handling Units) and M (Day Hub assignments) minus handling type Ms that were matched to loose Handling Units in the contingency process (MCX). The total of these pounds will be divided by the total Cubic Feet of all D&Rs rated as handling types C (Mixed ULDs) and H (Partial Containers). The density calculation will be rounded to the nearest hundredth.
Contract Density will be based on the actual density calculated from two operating periods prior to the operating period being invoiced. With the following exceptions, Peak Season (December Operating Period) Contract Density will use the actual density from the prior years Peak Season. Both, January and February Operating Periods will use the actual November density from the same contract (fiscal) year.
This Contract Density measurement process will begin with Operating Period 11and continue through the end of the contract unless the parties mutually agree to a change. For Operating Periods 9 and 10, Contract Density will be calculated using data from the invoice of record, and the process outlined in the legacy system associated with contract FXNET-2006-01 from Operating Periods 7 and 8.
In addition, for Operating Periods 1 through 8, the Postal Service and FedEx agree to reconcile each Operating Period using the actual density as measured under the prior contract, FXNET-2006-01, and agreed to by both parties as shown in the table below.
Page 123 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 14: Contract Density
Mod 19
The agreed to Contract Density to be used for the contract measurement and during the Reconciliation Process is as follows (Operating Periods through 24 are shown below, the process described above will be followed for all future Operating Periods):
Operating Period |
Contract Density |
Process |
||
1 (Oct-13) | [*] | Recalculate using this actual density | ||
2 (Nov-13) | [*] | Recalculate using this actual density | ||
3 (Dec-13) | [*] | Recalculate using this actual density | ||
4 (Jan-14) | [*] | Recalculate using this actual density | ||
5 (Feb-14) | [*] | Recalculate using this actual density | ||
6 (Mar-14) | [*] | Recalculate using this actual density | ||
7 (Apr-14) | [*] | Recalculate using this actual density | ||
8 (May-14) | [*] | Recalculate using this actual density | ||
9 (Jun-14) | Apr-14 | Two Prior OP Actual | ||
10 (Jul-14) | May-14 | Two Prior OP Actual | ||
11 (Aug-14) | Jun-14 | Two Prior OP Actual | ||
12 (Sep-14) | Jul-14 | Two Prior OP Actual | ||
13 (Oct-14) | Aug-14 | Two Prior OP Actual | ||
14 (Nov-14) | Sep-14 | Two Prior OP Actual | ||
15 (Dec-14) | [*] | Previous Years Actual Density | ||
16 (Jan-15) | Nov-14 | Two Prior OP Actual | ||
17 (Feb-15) | Nov-14 | Three Prior OP Actual | ||
18 (Mar-15) | Jan-15 | Two Prior OP Actual | ||
19 (Apr-15) | Feb-15 | Two Prior OP Actual | ||
20 (May-15) | Mar-15 | Two Prior OP Actual | ||
21 (Jun-15) | Apr-15 | Two Prior OP Actual | ||
22 (Jul-15) | May-15 | Two Prior OP Actual | ||
23 (Aug-15) | Jun-15 | Two Prior OP Actual | ||
24 (Sep-15) | Jul-15 | Two Prior OP Actual |
* | 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. |
Page 124 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 15: Average Weights
Mod 19
Attachment 15
Average Weight
June 27, 2014
This attachment describes the process to establish the Average Weight used for D&Rs (Handling Units) where the actual weight is not available or is not correct. Beginning with Operating Period 1, the process established in contract FXNET-2006-01 (legacy) for Average Weights will be used until the Operating Period during which the Postal Service invoicing system is implemented.
Beginning with the Operating Period during which the Postal Service invoicing system is implemented and for all subsequent Operating periods the following process will be in effect:
These average weights will be used in reconciliation and SASS will use these averages weights for all HUP, FXI and FXO assignments.
The average weight will be calculated at the end of each operating period as follows:
Sum the weight of all handling units by invoiced Handling Type.
The Day Turn will include handling types A, D and E total weights divided by the count of D&Rs that the origin is not FXI, FXO or HUP.
The Night Turn will include handling types I and K total weights divided by the count of D&Rs that the origin is not FXI, FXO or HUP.
The result is then rounded to the nearest pound.
The Average Weight calculation from two operating periods prior will be used for the operating period being invoiced and reconciled. This process will not be adjusted or changed in reconciliation.
Page 125 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 16: Re-labeling / Type M
Matching Process
Mod 19
Attachment 16
Re-labeling / Type M
Matching Process
June 27, 2014
The following payment system process identifies handling units that are missing contractually required scans due to the day Re-Label Process.
The Postal Service payment system, SASS, will identify handling types A, D, E, F, & G with an open bypass deduction code that missing Delivery scans, and do not have third-party THS Break Scans. These handling units will be grouped by RDT date, destination, and D&R. These handling units will be labeled Bucket 1.
The Postal Service payment system, SASS, will then identify all handling units with HUP, FXI or FXO origins (handling type M) that have a FedEx delivery scan at the correct Service Point.
These handling units will be labeled Bucket 2.
During the invoice process, for each RDT date, the Postal Service payment system, SASS, will match the Bucket 1 handling units to the Bucket 2 handling units that have the same destination and RDT date.
If any Bucket 1 handling units remain unmatched, the Postal Service payment system, SASS, will then match these handling units to any Bucket 2 handling units with RDT date + 1 that were not previously used in the matching process.
[*]
Any Bucket 1 handling unit successfully matched to a Bucket 2 handling unit will not be subject to the missing scan deductions for fuel or non-fuel described in Part 1: Statement of Work; Payment Procedures.
The successfully matched Bucket 1 handling units will be identified with deduction reason code MCX, cancelling the fuel and non-fuel deductions described in Part 1: Statement of Work; Payment Procedures.. These handling units will still maintain performance waiver code 007.
All handling units rated as handling type M will not be subject to missing scan deductions for Nest or Delivery scans described in Part 1: Statement of Work; Payment Procedures.
All handling units rated as handling type M will be subject to fuel and non-fuel deductions for scans that are provided at incorrect delivery Service Points described in the Part 1: Statement of Work; Payment Procedures and Payment Processing Day Network Per Cube sections and as stated above the type M handling units will not meet the Bucket 2 type M criteria.
All type M handling units with a delivery scan at a correct delivery Service Point will be included in lane performance evaluation and reductions in payment, described in the Part 1: Statement of Work; Performance Requirements and Measurement and Reduction of Payment sections.
* | 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. |
Page 126 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 16: Re-labeling / Type M
Matching Process
Mod 19
Beginning with the Operating Period during which the Postal Service invoicing system implements the Relabeling / type M Matching process module and for all subsequent Operating Periods, the process described above will be in effect.
For all Operating Periods prior to the Operating Period in which the Postal Service invoicing system is implemented, handling units that qualify as Bucket 1 will not be subject to missing scan deductions for Nest or Delivery scans described in Part 1: Statement of Work; Payment Procedures. The Postal Service and FedEx will resolve these handling units during the reconciliation process for each of these Operating Periods.
Beginning with the Operating Period during which the Postal Service invoicing system is implemented and for all subsequent Operating Periods prior to the Operating Period during which the Postal Service invoicing system implements the Relabeling / type M Matching process module, handling units that qualify as Bucket 1 will not be subject to missing scan deductions for Nest or Delivery scans described in Part 1: Statement of Work; Payment Procedures. During these periods, the Postal Service invoicing system will execute the missing scan deductions; however, the Postal Service and FedEx will jointly identify and reverse these deductions during the reconciliation process.
Page 127 of 128
Air Cargo Network
Contract ACN-13-FX
Attachment 17: Handling Unit Types
Mod 19
Attachment 17
Handling Types
June 27, 2014
The following list defines Handling Types as referenced in the contract and preceding attachments.
Handling Type |
Handling Type Description |
|
A | Lives Handling Unit | |
B | Bypass Container | |
C | Mixed Container | |
D | Mixed Handling Unit | |
E | Trucked Handling Unit | |
G | Bypass Handling Unit | |
H | Partial Container | |
I | Night Handling Unit | |
J | Night Mixed Container | |
K | Night Lives Handling Unit | |
L | LIV or TRK Container | |
M | HUP Handling Unit |
Page 128 of 128
Exhibit 10.4
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT | 1. CONTRACT ID CODE |
PAGE OF 1 2 |
2. AMENDMENT/MODIFICATION NO. 020
|
3. EFFECTIVE DATE 09/30/2013 | 4. REQUISITION/PURCHASE REQ. NO. |
5. PROJECT NO. (If applicable) |
|||||
6. ISSUED BY CODE | 5ASNET | 7. ADMINISTERED BY (If other than Item 6) | CODE | 5ASNET | ||||
ALAINA EARL Air Transportation CMC United States Postal Service 475 LEnfant Plaza SW Room 1P 650 Washington DC 20260-0650 (202) 268-6580
|
Air Transportation CMC Air Transportation CMC United States Postal Service 475 LEnfant Plaza SW, Room 1P650 Washington DC 20260-0650 |
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) FEDERAL EXPRESS CORPORATION 3610 HACKS CROSS ROAD MEMPHIS, TN 38125-8800 |
(x) |
9A. AMENDMENT OF SOLICITATION NO.
|
||||
9B. DATED (SEE ITEM 11)
|
||||||
x
|
10A. MODIFICATION OF CONTRACT/ORDER NO. ACN-13-FX |
|||||
10B. DATED (SEE ITEM 13)
04/23/2013
|
||||||
SUPPLIER CODE 000389122 | FACILITY CODE |
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
¨ | ¨ is extended, ¨ is not extended. |
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment number. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.
|
12. ACCOUNTING AND APPROPRIATION DATA (If required). See Schedule |
$0.00 |
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
|
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.
|
15A. NAME AND TITLE OF SIGNER (Type or print)
Paul J. Herron, Vice President
|
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
Susan E. Partridge
|
15B. CONTRACTOR/OFFEROR
/s/ PAUL J. HERRON (Signature of person authorized to sign) |
15C. DATE SIGNED
9/9/14 |
16B. CONTRACT AUTHORITY
/s/ SUSAN E. PARTRIDGE (Signature of Contracting Officer) |
16C. DATE SIGNED
9/9/14 |
CONTINUATION SHEET |
REQUISITION NO. |
PAGE OF 2 2 |
CONTRACT/ORDER NO. ACN-13-FX/020 |
AWARD/ EFFECTIVE DATE 09/30/2013 |
MASTER/AGENCY CONTRACT NO. | SOLICITATION NO. |
SOLICITATION ISSUE DATE |
ITEM NO. | SCHEDULE OF SUPPLIES / SERVICES | QUANTITY |
UNIT |
UNIT PRICE |
AMOUNT |
|||||
[*]
Sub Rept Reqd: Y Carrier Code: FX Route Termini S: Various Route Termini End: Various Payment Terms: SEE CONTRACT Period of Performance: 09/30/2013 to 9/30/2020
|
*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 10.5
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT | 1. CONTRACT ID CODE |
PAGE OF 1 4 |
2. AMENDMENT/MODIFICATION NO. 021
|
3. EFFECTIVE DATE 06/27/2014 |
4. REQUISITION/PURCHASE REQ. NO. |
5. PROJECT NO. (If applicable) |
|||||
6. ISSUED BY CODE | 5ASNET | 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) | CODE | 5ASNET | ||||
ALAINA EARL Air Transportation CMC United States Postal Service 475 LEnfant Plaza SW Room 1P 650 Washington DC 20260-0650 (202) 268-6580
|
Air Transportation CMC Air Transportation CMC United States Postal Service 475 LEnfant Plaza SW, Room 1P650 Washington DC 20260-0650 |
8. NAME AND ADDRESS OF CONTRACTOR ( No., Street, County, State, and Zip Code ) FEDERAL EXPRESS CORPORATION 3610 HACKS CROSS ROAD MEMPHIS TN 38125-8800 |
(x) |
9A. AMENDMENT OF SOLICITATION NO.
|
||||
9B. DATED ( SEE ITEM 11 )
|
||||||
x
|
10A. MODIFICATION OF CONTRACT/ORDER NO. ACN-13-FX
|
|||||
10B. DATED ( SEE ITEM 13 )
04/23/2013
|
||||||
SUPPLIER CODE 000389122 | FACILITY CODE |
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
¨ | ¨ is extended, ¨ is not extended. |
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment number. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.
|
12. ACCOUNTING AND APPROPRIATION DATA ( If Required ) See Schedule |
$0.00 |
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
|
(x)
|
A. | THIS CHANGE BY CLAUSE IS ISSUED PURSUANT TO: (Specify Clause) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. | ||||||
¨
|
||||||||
¨ | B. |
THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc. ) SET FORTH IN ITEM 14.
|
||||||
¨ | C. |
THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
|
||||||
x | D. |
OTHER (such as no cost change/cancellation, termination, etc.) (Specify type of modification and authority): THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. Mutual Agreement of the Contracting Parties
|
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.
|
15A. NAME AND TITLE OF SIGNER ( Type or print )
Paul J. Herron, Vice President
|
16A. NAME AND TITLE OF CONTRACTING OFFICER ( Type or print )
Susan E. Partridge
|
15B. CONTRACTOR/OFFEROR
/s/ PAUL J. HERRON (Signature of person authorized to sign) |
15C. DATE SIGNED
09/09/14 |
16B. CONTRACT AUTHORITY
/s/ SUSAN E. PARTRIDGE (Signature of Contracting Officer) |
16C. DATE SIGNED
09/09/14 |
CONTINUATION SHEET |
REQUISITION NO. |
PAGE OF 2 4 |
CONTRACT/ORDER NO. ACN-13-FX/021 |
AWARD/ EFFECTIVE DATE 06/27/2014 |
MASTER/AGENCY CONTRACT NO. | SOLICITATION NO. |
SOLICITATION ISSUE DATE |
ITEM NO | SCHEDULE OF SUPPLIES / SERVICES | QUANTITY |
UNIT |
UNIT PRICE |
AMOUNT |
|||||
All ad hoc trucks must arrive at the Memphis Hub before 10:00 a.m. local time and must be coordinated with FedEx in advance.
At the start of the trial period, ad hoc trucks Accepted by FedEx will be paid at 3,000 cubic feet per truck.
Mail volume moving via ad hoc trucks will not require a Possession Scan.
Beginning with the Operating Period during which the Postal Service invoicing system is implemented, payment for ad hoc trucks will revert back to the applicable section of the contract, Payment Processing, Day Network, Per Cube; Mail Tendered from Ad Hoc Trucks into the Aviation Supplier Hub, and will no longer be paid at 3,000 cubic feet per truck.
Beginning with the Operating Period during which the Postal Service invoicing system is implemented, on any Operating Day the Postal Service tenders ad hoc trucks from any origin, all Handling Units from that origin that do not have an association of the Handling Unit to the Parent ULD from the origin will be assumed to have moved via an ad hoc truck and paid accordingly.
3- Handling Units that represent the amount of mail that FedEx accepts in excess of 105% of the Operating Periods Planned Capacity by Operating Day will not be assessed a reduction of payment under Part 1: Statement of Work; Reduction of Payment or be taken into account under Part 1: Statement of Work; Performance Requirements and Measurement. Handling Units in excess of 105% of the Operating Periods Planned Capacity will be identified by the Postal Service by determining daily the actual volume, in cubic feet (weight of the Handling Unit divided by the contract density for the applicable Operating Period), delivered to each destination in excess of 105% of the Planned
Continued...
|
CONTINUATION SHEET |
REQUISITION NO. |
PAGE OF 3 4 |
CONTRACT/ORDER NO. ACN-13-FX/021 |
AWARD/ EFFECTIVE DATE 06/27/2014 |
MASTER/AGENCY CONTRACT NO. | SOLICITATION NO. |
SOLICITATION ISSUE DATE |
ITEM NO | SCHEDULE OF SUPPLIES / SERVICES | QUANTITY |
UNIT |
UNIT PRICE |
AMOUNT |
|||||
Capacity. | ||||||||||
In each instance, volume in excess of 105% will be the latest arriving volume as evidenced by the delivery scans. | ||||||||||
4- Part 1: Statement of Work; Reduction of Payment, Section a, will be modified as follows: | ||||||||||
a. All Handling Units delivered up to thirty (30) minutes late will be subject to a [*]% reduction of the Transportation Payment. | ||||||||||
5- Clause B-1: Definition will be modified to replace the definition of Delivery Scan with the following: | ||||||||||
Delivery Scan: A scan performed by the aviation supplier that indicates that the aviation supplier has tendered volume to the Postal Service or the combination of evidence of any scan performed by the aviation supplier with a CARDIT 3 from the THS indicating delivery of the Handling Unit to the third party ground handler. | ||||||||||
In instances where a Delivery Scan is evidenced by a combination of evidence of any scan performed by the aviation supplier and a CARDIT 3 from the THS indicating delivery of the Handling Unit to the third party ground handler, the time indicated for the latest ULD tendered on that Operating Day will be used for the purpose of determining service performance and associated payment reductions described in Part 1: Statement of Work; Performance Requirements and Measurement and Part 1: Statement of Work; Reduction of Payment. | ||||||||||
All other requirements, terms, and conditions of the Contract remain unchanged and in full force and effect. | ||||||||||
The adjustments in this modification will not apply after the Trial Period ends at the beginning of Operating Period 15. | ||||||||||
Continued
|
* | 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. |
CONTINUATION SHEET |
REQUISITION NO. |
PAGE OF 4 4 |
CONTRACT/ORDER NO. ACN-13-FX/021 |
AWARD/ EFFECTIVE DATE 06/27/2014 |
MASTER/AGENCY CONTRACT NO. | SOLICITATION NO. |
SOLICITATION ISSUE DATE |
ITEM NO | SCHEDULE OF SUPPLIES / SERVICES | QUANTITY |
UNIT |
UNIT PRICE |
AMOUNT |
|||||
Sub Rept Reqd: Y Carrier Code: FX Route Termini S: Various Route Termini End: Various Payment |
||||||||||
Terms: SEE CONTRACT | ||||||||||
Period of Performance: 09/30/2013 to 09/30/2020
|
Exhibit 10.6
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT | 1. CONTRACT ID CODE |
PAGE OF 1 2 |
2. AMENDMENT/MODIFICATION NO. 022
|
3. EFFECTIVE DATE 06/30/2014 |
4. REQUISITION/PURCHASE REQ. NO. |
5. PROJECT NO. (If applicable) |
|||||
6. ISSUED BY CODE | 5ASNET | 7. ADMINISTERED BY (If other than Item 6) | CODE | 5ASNET | ||||
ALAINA EARL Air Transportation CMC United States Postal Service 475 LEnfant Plaza SW Room 1P 650 Washington DC 20260-0650 (202) 268-6580
|
Air Transportation CMC Air Transportation CMC United States Postal Service 475 LEnfant Plaza SW, Room 1P650 Washington DC 20260-0650 |
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) FEDERAL EXPRESS CORPORATION 3610 HACKS CROSS ROAD MEMPHIS, TN 38125-8800 |
(x) |
9A. AMENDMENT OF SOLICITATION NO.
|
||||
9B. DATED (SEE ITEM 13)
|
||||||
x
|
10A. MODIFICATION OF CONTRACT/ORDER NO. ACN-13-FX
|
|||||
10B. DATED (SEE ITEM 13)
04/23/2013
|
||||||
SUPPLIER CODE 000389122 | FACILITY CODE |
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
¨ | ¨ is extended, ¨ is not extended. |
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment number. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.
|
12. ACCOUNTING AND APPROPRIATION DATA (If required). See Schedule |
Net Decrease: [*] |
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
|
E. IMPORTANT: Contractor ¨ is not, x is required to sign this document and return 1 copies to the issuing office.
|
||
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A) In accordance with contract ACN-13-FX and the Fuel Adjustment section, the following Line Haul Rate (fuel) for the Day Network as set out in Attachment 10 is modified for performance during the period of June 30, 2014 to July 27, 2014 (Operating Period 10) as follows:
From: [*] per cubic foot
To:
Continued...
|
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.
|
15A. NAME AND TITLE OF SIGNER (Type or print)
Paul J. Herron, Vice President
|
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
Susan E. Partridge
|
15B. CONTRACTOR/OFFEROR
/s/ PAUL J. HERRON (Signature of person authorized to sign) |
15C. DATE SIGNED
9/24/14 |
16B. CONTRACT AUTHORITY
/s/ Susan E. Partridge (Signature of Contracting Officer) |
16C. DATE SIGNED
9/24/14 |
*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.
CONTINUATION SHEET |
REQUISITION NO. |
PAGE OF 2 2 |
CONTRACT/ORDER NO. ACN-13-FX/022 |
AWARD/ EFFECTIVE DATE 06/30/2014 |
MASTER/AGENCY CONTRACT NO. | SOLICITATION NO. |
SOLICITATION ISSUE DATE |
ITEM NO. | SCHEDULE OF SUPPLIES / SERVICES | QUANTITY |
UNIT |
UNIT PRICE |
AMOUNT |
|||||
00001 |
[*] per cubic foot
This is a decrease of [*].
[*]
Sub Rept Reqd: Y Carrier Code: FX Route Termini S: Various Route Termini End: Various Payment Terms: SEE CONTRACT Delivery: 06/30/2014 Discount Terms:
See Schedule
Accounting Info: BFN: 670167 FOB: Destination Period of Performance: 09/30/2013 to 9/30/2020
Change Item 00001 to read as follows:
Day Network Account Number: 53503
|
[*] |
*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 10.7
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT | 1. CONTRACT ID CODE |
PAGE OF 1 2 |
2. AMENDMENT/MODIFICATION NO. 023
|
3. EFFECTIVE DATE 07/28/2014 |
4. REQUISITION/PURCHASE REQ. NO. |
5. PROJECT NO. (If applicable) |
|||||
6. ISSUED BY CODE | 5ASNET | 7. ADMINISTERED BY (If other than Item 6) | CODE | 5ASNET | ||||
ALAINA EARL Air Transportation CMC United States Postal Service 475 LEnfant Plaza SW Room 1P 650 Washington DC 20260-0650 (202) 268-6580
|
Air Transportation CMC Air Transportation CMC United States Postal Service 475 LEnfant Plaza SW, Room 1P650 Washington DC 20260-0650 |
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) FEDERAL EXPRESS CORPORATION 3610 HACKS CROSS ROAD MEMPHIS, TN 38125-8800 |
(x) |
9A. AMENDMENT OF SOLICITATION NO.
|
||||
9B. DATED (SEE ITEM 11)
|
||||||
x
|
10A. MODIFICATION OF CONTRACT/ORDER NO. ACN-13-FX
|
|||||
10B. DATED (SEE ITEM 13)
04/23/2013
|
||||||
SUPPLIER CODE 000389122 | FACILITY CODE |
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
¨ | ¨ is extended, ¨ is not extended. |
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment number. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.
|
12. ACCOUNTING AND APPROPRIATION DATA (If required). See Schedule |
Net Increase: [*] |
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
|
E. IMPORTANT: Contractor ¨ is not, x is required to sign this document and return 1 copies to the issuing office.
|
||
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) In accordance with contract ACN-13-FX and the Fuel Adjustment section, the following Line Haul Rate (fuel) for the Day Network as set out in Attachment 10 is modified for performance during the period of July 28, 2014 to August 31, 2014 (Operating Period 11) as follows:
From: [*] per cubic foot
To:
Continued...
|
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.
|
15A. NAME AND TITLE OF SIGNER (Type or print)
Paul J. Herron, Vice President
|
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
Susan E. Partridge
|
15B. CONTRACTOR/OFFEROR
/s/ PAUL J. HERRON (Signature of person authorized to sign) |
15C. DATE SIGNED
9/25/14 |
16B. CONTRACT AUTHORITY
/s/ Susan E. Partridge (Signature of Contracting Officer) |
16C. DATE SIGNED
9/30/14 |
*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.
CONTINUATION SHEET |
REQUISITION NO. |
PAGE OF 2 2 |
CONTRACT/ORDER NO. ACN-13-FX/023 |
AWARD/ EFFECTIVE DATE 07/28/2014 |
MASTER/AGENCY CONTRACT NO. | SOLICITATION NO. |
SOLICITATION ISSUE DATE |
ITEM NO. | SCHEDULE OF SUPPLIES / SERVICES | QUANTITY |
UNIT |
UNIT PRICE |
AMOUNT |
|||||
00001 |
[*] per cubic foot
This is an increase of [*].
[*]
Sub Rept Reqd: Y Carrier Code: FX Route Termini S: Various Route Termini End: Various Payment Terms: SEE CONTRACT Delivery: 07/28/2014 Discount Terms: See Schedule Accounting Info: BFN: 670167 FOB: Destination Period of Performance: 09/30/2013 to 9/30/2020
Change Item 00001 to read as follows:
Day Network Account Number: 53503
|
[*] |
*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 10.8
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT | 1. CONTRACT ID CODE |
PAGE OF 1 2 |
2. AMENDMENT/MODIFICATION NO. 024
|
3. EFFECTIVE DATE 09/01/2014 |
4. REQUISITION/PURCHASE REQ. NO. |
5. PROJECT NO. (If applicable) |
|||||
6. ISSUED BY CODE | 5ASNET | 7. ADMINISTERED BY (If other than Item 6) | CODE | 5ASNET | ||||
ALAINA EARL Air Transportation CMC United States Postal Service 475 LEnfant Plaza SW Room 1P 650 Washington DC 20260-0650 (202) 268-6580
|
Air Transportation CMC Air Transportation CMC United States Postal Service 475 LEnfant Plaza SW, Room 1P650 Washington DC 20260-0650 |
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) FEDERAL EXPRESS CORPORATION 3610 HACKS CROSS ROAD MEMPHIS, TN 38125-8800 |
(x) |
9A. AMENDMENT OF SOLICITATION NO.
|
||||
9B. DATED (SEE ITEM 11)
|
||||||
x
|
10A. MODIFICATION OF CONTRACT/ORDER NO. ACN-13-FX
|
|||||
10B. DATED (SEE ITEM 13)
04/23/2013
|
||||||
SUPPLIER CODE 000389122 | FACILITY CODE |
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
¨ | ¨ is extended, ¨ is not extended. |
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment number. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.
|
12. ACCOUNTING AND APPROPRIATION DATA (If required). See Schedule |
Net Decrease: [*] |
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
|
E. IMPORTANT: Contractor ¨ is not, x is required to sign this document and return 1 copies to the issuing office.
|
||
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) In accordance with contract ACN-13-FX and the Fuel Adjustment section, the following Line Haul Rate (fuel) for the Day Network as set out in Attachment 10 is modified for performance during the period of September 1, 2014 to September 28, 2014 (Operating Period 12) as follows:
From: [*] per cubic foot
To:
Continued...
|
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.
|
15A. NAME AND TITLE OF SIGNER (Type or print)
Paul J. Herron, Vice President
|
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
Susan E. Partridge
|
15B. CONTRACTOR/OFFEROR
/s/ PAUL J. HERRON (Signature of person authorized to sign) |
15C. DATE SIGNED
9/29/14 |
16B. CONTRACT AUTHORITY
/s/ Susan E. Partridge (Signature of Contracting Officer) |
16C. DATE SIGNED
10/01/14 |
*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.
CONTINUATION SHEET |
REQUISITION NO. |
PAGE OF 2 2 |
CONTRACT/ORDER NO. ACN-13-FX/024 |
AWARD/ EFFECTIVE DATE 09/01/2014 |
MASTER/AGENCY CONTRACT NO. | SOLICITATION NO. |
SOLICITATION ISSUE DATE |
ITEM NO. | SCHEDULE OF SUPPLIES / SERVICES | QUANTITY |
UNIT |
UNIT PRICE |
AMOUNT |
|||||
00001 |
[*] per cubic foot
This is a decrease of [*].
[*]
Sub Rept Reqd: Y Carrier Code: FX Route Termini S: Various Route Termini End: Various Payment Terms: SEE CONTRACT Delivery: 09/01/2014 Discount Terms:
See Schedule
Accounting Info: BFN: 670167 FOB: Destination Period of Performance: 09/30/2013 to 9/30/2020
Change Item 00001 to read as follows:
Day Network Account Number: 53503
|
[*] |
*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 10.9
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT | 1. CONTRACT ID CODE |
PAGE OF 1 3 |
2. AMENDMENT/MODIFICATION NO. 025
|
3. EFFECTIVE DATE 09/29/2014 |
4. REQUISITION/PURCHASE REQ. NO. |
5. PROJECT NO. (If applicable) |
|||||
6. ISSUED BY CODE | 5ASNET | 7. ADMINISTERED BY (If other than Item 6) | CODE | 5ASNET | ||||
ALAINA EARL Air Transportation CMC United States Postal Service 475 LEnfant Plaza SW Room 1P 650 Washington DC 20260-0650 (202) 268-6580
|
Air Transportation CMC Air Transportation CMC United States Postal Service 475 LEnfant Plaza SW, Room 1P650 Washington DC 20260-0650 |
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) FEDERAL EXPRESS CORPORATION 3610 HACKS CROSS ROAD MEMPHIS TN 38125-8800 |
(x) |
9A. AMENDMENT OF SOLICITATION NO.
|
||||
9B. DATED (SEE ITEM 11)
|
||||||
x
|
10A. MODIFICATION OF CONTRACT/ORDER NO. ACN-13-FX
|
|||||
10B. DATED (SEE ITEM 13)
04/23/2013
|
||||||
SUPPLIER CODE 000389122 | FACILITY CODE |
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
¨ | ¨ is extended, ¨ is not extended. |
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.
|
12. ACCOUNTING AND APPROPRIATION DATA (If required). See Schedule |
Net Decrease: [*] |
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
|
(x) | A. |
THIS CHANGE BY CLAUSE IS ISSUED PURSUANT TO: (Specify clause) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
|
||||||
¨ | ||||||||
¨ | B. |
THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14.
|
||||||
¨ | C. |
THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
|
||||||
x | D. |
OTHER (such as no cost cancellation, termination, etc.) (Specify type of modification and authority): THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. Option 3, exercised unilaterally
|
E. IMPORTANT: Contractor x is not, ¨ is required to sign this document and return copies to the issuing office.
|
||
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) The purpose of this modification is to exercise Option 3, of the ACN-13-FX contract, effective September 29, 2014. Option 3 incorporates a daily credit of [*] cubic feet in order to calculate payment for Partial Containers.
The following changes are hereby incorporated: |
A. Lines 1240 1242 are modified as follows: |
||
From: |
||
Recognizing operational inefficiencies filling the last ULD at every location, the Postal Service will incorporate within the daily invoice a daily credit based on the total cubic |
||
Continued... |
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.
|
15A. NAME AND TITLE OF SIGNER (Type or print)
|
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
Brian McKain
|
15B. CONTRACTOR/OFFEROR
(Signature of person authorized to sign) |
15C. DATE SIGNED
|
16B. CONTRACT AUTHORITY
/s/ Brian McKain (Signature of Contracting Officer) |
16C. DATE SIGNED
09/30/14 |
*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.
CONTINUATION SHEET |
REQUISITION NO. |
PAGE OF 2 3 |
CONTRACT/ORDER NO. ACN-13-FX/ 025 |
AWARD/ EFFECTIVE DATE 09/29/2014 |
MASTER/AGENCY CONTRACT NO. | SOLICITATION NO. |
SOLICITATION ISSUE DATE |
*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.
CONTINUATION SHEET |
REQUISITION NO. |
PAGE OF 3 3 |
CONTRACT/ORDER NO. ACN-13-FX/025 |
AWARD/ EFFECTIVE DATE 09/29/2014 |
MASTER/AGENCY CONTRACT NO. | SOLICITATION NO. |
SOLICITATION ISSUE DATE |
ITEM NO. | SCHEDULE OF SUPPLIES / SERVICES | QUANTITY |
UNIT |
UNIT PRICE |
AMOUNT |
|||||
applicable base or tier cubic foot rate used at the beginning of the invoice day.
In consideration for exercising Option 3, the subject pricing will be reduced in accordance with Option 3, Attachment 10: Pricing.
If Option 1 has been executed, the reduction will be [*]. If Option 2 has been executed, the reduction will be [*]. If both Options 1 and 2 have been executed, the reduction will be [*]. Account Number: 53503
|
* 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.
Proprietary Information Competition Sensitive
Attachment 10 Pricing Day Network (Proposal 2F) | 9/29/2014 |
[*]
* Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
Attachment 10 Pricing Night Network (Proposal 2B) | 18-Apr-13 |
[*]
* Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
Attachment 10 Pricing | 6/27/14 |
[*]
* 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 10.10
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT | 1. CONTRACT ID CODE |
PAGE OF 1 2 |
2. AMENDMENT/MODIFICATION NO. 026
|
3. EFFECTIVE DATE 09/29/2014 |
4. REQUISITION/PURCHASE REQ. NO. |
5. PROJECT NO. (If applicable) |
|||||
6. ISSUED BY CODE | 5ASNET | 7. ADMINISTERED BY (If other than Item 6) | CODE | 5ASNET | ||||
ALAINA EARL Air Transportation CMC United States Postal Service 475 LEnfant Plaza SW Room 1P 650 Washington DC 20260-0650 (202) 268-6580
|
Air Transportation CMC Air Transportation CMC United States Postal Service 475 LEnfant Plaza SW, Room 1P650 Washington DC 20260-0650 |
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) FEDERAL EXPRESS CORPORATION 3610 HACKS CROSS ROAD MEMPHIS, TN 38125-8800 |
(x) |
9A. AMENDMENT OF SOLICITATION NO.
|
||||
9B. DATED (SEE ITEM 11)
|
||||||
x
|
10A. MODIFICATION OF CONTRACT/ORDER NO. ACN-13-FX
|
|||||
10B. DATED (SEE ITEM 13)
04/23/2013
|
||||||
SUPPLIER CODE 000389122 | FACILITY CODE |
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
¨ | ¨ is extended, ¨ is not extended. |
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment number. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.
|
12. ACCOUNTING AND APPROPRIATION DATA (If required.) See Schedule |
Net Decrease: [*] |
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
|
E. IMPORTANT: Contractor ¨ is not, x is required to sign this document and return 1 copies to the issuing office.
|
||
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) In accordance with contract ACN-13-FX and the Fuel Adjustment section, the following Line Haul Rate (fuel) for the Day Network as set out in Attachment 10 is modified for performance during the period of September 29, 2014 to October 26, 2014 (Operating Period 13) as follows:
From: [*] per cubic foot
To:
Continued...
|
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.
|
15A. NAME AND TITLE OF SIGNER (Type or print)
Paul J. Herron, Vice President
|
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
Brian McKain
|
15B. CONTRACTOR/OFFEROR
/s/ PAUL J. HERRON (Signature of person authorized to sign) |
15C. DATE SIGNED
10-27-2014 |
16B. CONTRACT AUTHORITY
/s/ Brian McKain (Signature of Contracting Officer) |
16C. DATE SIGNED
11/4/14 |
*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.
CONTINUATION SHEET |
REQUISITION NO. |
PAGE OF 2 2 |
CONTRACT/ORDER NO. ACN-13-FX/026 |
AWARD/ EFFECTIVE DATE 09/29/2014 |
MASTER/AGENCY CONTRACT NO. | SOLICITATION NO. |
SOLICITATION ISSUE DATE |
ITEM NO. | SCHEDULE OF SUPPLIES / SERVICES | QUANTITY |
UNIT |
UNIT PRICE |
AMOUNT |
|||||
00001 |
[*] per cubic foot
This is an increase of [*].
[*]
Sub Rept Reqd: Y Carrier Code: FX Route Termini S: Various Route Termini End: Various Payment Terms: SEE CONTRACT Delivery: 09/29/2014 Discount Terms:
See Schedule
Accounting Info: BFN: 670167 FOB: Destination Period of Performance: 09/29/2014 to 9/30/2020
Change Item 00001 to read as follows:
Day Network Account Number: 53503
|
[*] |
*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 10.11
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT | 1. CONTRACT ID CODE |
PAGE OF 1 2 |
2. AMENDMENT/MODIFICATION NO. 027
|
3. EFFECTIVE DATE 12/01/2013 |
4. REQUISITION/PURCHASE REQ. NO. |
5. PROJECT NO. (If applicable) |
|||||
6. ISSUED BY CODE | 5ASNET | 7. ADMINISTERED BY (If other than Item 6) | CODE | 5ASNET | ||||
ALAINA EARL Air Transportation CMC United States Postal Service 475 LEnfant Plaza SW Room 1P 650 Washington DC 20260-0650 (202) 268-6580
|
Air Transportation CMC Air Transportation CMC United States Postal Service 475 LEnfant Plaza SW, Room 1P650 Washington DC 20260-0650 |
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) FEDERAL EXPRESS CORPORATION 3610 HACKS CROSS ROAD MEMPHIS, TN 38125-8800 |
(x) |
9A. AMENDMENT OF SOLICITATION NO.
|
||||
9B. DATED (SEE ITEM 11)
|
||||||
x
|
10A. MODIFICATION OF CONTRACT/ORDER NO. ACN-13-FX
|
|||||
10B. DATED (SEE ITEM 13)
04/23/2013
|
||||||
SUPPLIER CODE 000389122 | FACILITY CODE |
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
¨ | ¨ is extended, ¨ is not extended. |
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.
|
12. ACCOUNTING AND APPROPRIATION DATA (If required). See Schedule |
$0.00 |
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
|
(x) | A. |
THIS CHANGE BY CLAUSE IS ISSUED PURSUANT TO: (Specify clause) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
|
||||||
¨ | ||||||||
¨ | B. |
THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14.
|
||||||
¨ | C. |
THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. By mutual agreement of the contracting parties
|
||||||
x | D. |
OTHER (such as no cost change/cancellation, termination, etc.) (Specify type of modification and authority): THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
|
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.
|
15A. NAME AND TITLE OF SIGNER (Type or print)
Paul J. Herron, Vice President
|
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
Brian McKain
|
15B. CONTRACTOR/OFFEROR
/s/ PAUL J. HERRON (Signature of person authorized to sign) |
15C. DATE SIGNED
10/28/14 |
16B. CONTRACT AUTHORITY
/s/ BRIAN MCKAIN (Signature of Contracting Officer) |
16C. DATE SIGNED
11/4/14 |
CONTINUATION SHEET |
REQUISITION NO. |
PAGE OF 2 2 |
CONTRACT/ORDER NO. ACN-13-FX/027 |
AWARD/ EFFECTIVE DATE 12/01/2013 |
MASTER/AGENCY CONTRACT NO. | SOLICITATION NO. |
SOLICITATION ISSUE DATE |
ITEM NO. | SCHEDULE OF SUPPLIES / SERVICES | QUANTITY |
UNIT |
UNIT PRICE |
AMOUNT |
|||||
B) During Peak FedEx will provide [*] San Juan (SJU) charters on December 3, 11, 12.
C) After Peak, FedEx will provide [*] charter on December 26th, [*] charters on December 30th, and [*] on January 15, 2014.
D) Beginning December 1, 2013, through December 24, 2013, the offshore locations: Anchorage (ANC), Honolulu (HNL), and San Juan (SJU), will be considered co-terminus to Memphis (MEM). Mail destined for ANC, HNL, and SJU, will be considered as having been delivered to ANC, HNL, and SJU, when scanned in MEM.
E) For the period of December 1, 2013 through December 24, 2013 all reductions in payment are waived for the offshore destinations of Honolulu (HNL), San Juan (SJU), and Anchorage (ANC).
F) In return for taking ad hoc trucks the Postal Service will grant a waiver of any reductions in payment for delivery performance for the days specified on the attached worksheet, AD HOC Tally Sheet. Sub Rept Reqd: Y Carrier Code: FX Route Termini S: Various Route Termini End: Various Payment Terms: SEE CONTRACT Period of Performance: 09/29/2014 to 9/30/2020
|
*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.
Peak 2013 Charter ULD Agreement
Week 1 Nov 30th to Dec 7
(8 days) |
Week 2 Dec 8 - 14 | Week 3 Dec 15 - 21 | Week 4 Dec 22 - 28 | |||||||||||||
Charters |
AMJ | LD3 | AMJ | LD3 | AMJ | LD3 | AMJ | LD3 | ||||||||
HNL | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | ||||||||
ANC | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | ||||||||
SJU | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total ULDs by Week | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | ||||||||
Total AMJs for the Period |
[*] | |||||||||||||||
Total LD3s for the Period |
[*] | |||||||||||||||
ULD Charges for Period | ||||||||||||||||
ULD Type |
AMJ | LD3 | ||||||||||||||
Amount of containers | [*] | [*] | ||||||||||||||
Charge per ULD | [*] | [*] | ||||||||||||||
Total Charges Per ULD type | [*] | [*] | ||||||||||||||
Total Charges | [*] |
Assumptions:
1. [*]
2. [*]
3. [*]
4. HNL ops from Dec. 1st through Dec. 22nd. ANC ops from Dec. 3rd through Dec. 23rd. SJU ops from Dec. 5th to Dec. 24th.
5. ULDs are provided the day prior to the start of the first operation and are returned to FedEx the day after the last operation.
The day prior and after operations are included in the rental agreement.
6. Three days were subtracted from SJUs allotment for the dates that FedEx provides the charter (3,11,12).
7. The total amount of ULDs charged is based on the 3 offshore locations, 2 ULD sets per operational leg and length of operational periods as outlined above.
8. The amounts charged per container type are AMJ - [*] and LD3s - [*] based on current IATA rates.
9. [*]
November 27, 2013
* | 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. |
MEMH - Extra Surface Trips - FY14 (* updated 1/27/14)
Total |
Operating Period |
|||||||||||||||
Ad |
11/5 - 12/2 |
12/3 -1/5 |
1/6 -2/2 |
|||||||||||||
Hocs |
Nov |
Dec |
Jan |
|||||||||||||
Date |
Day of Week |
Trip Number |
Origin |
# of Trucks |
[*] |
[*] |
[*] |
[*] |
||||||||
11/20/13 | Wednesday | PI335 | GRR | [*] | ||||||||||||
11/21/13 | Thursday | PI336 | GRR | [*] | ||||||||||||
11/22/13 | Friday | PI337 | GRR | [*] | ||||||||||||
11/23/13 | Saturday | PI338 | GRR | [*] | * Outbound Trips removed | |||||||||||
11/24/13 | Sunday | PI339 | GRR | [*] | ||||||||||||
11/26/13 | Tuesday | PI340 | GRR | [*] | ||||||||||||
12/07/13 | Saturday | PI344 | ORD | [*] | ||||||||||||
12/07/13 | Saturday | PI345 | CLT | [*] | ||||||||||||
12/07/13 | Saturday | PI350 | TYS | [*] | ||||||||||||
12/07/13 | Saturday | PI351 | BNA | [*] | ||||||||||||
12/08/13 | Sunday | PI342 | ORD | [*] | ||||||||||||
12/08/13 | Sunday | PI347 | MCI | [*] | ||||||||||||
12/08/13 | Sunday | PI348 | SGF | [*] | ||||||||||||
12/08/13 | Sunday | PI349 | CLT | [*] | ||||||||||||
12/08/13 | Sunday | PI352 | PHX | [*] | ||||||||||||
12/08/13 | Sunday | PI353 | PHL | [*] | ||||||||||||
12/09/13 | Monday | PI346 | PHX | [*] | ||||||||||||
12/10/13 | Tuesday | PI354 | LAX | [*] | ||||||||||||
12/10/13 | Tuesday | PI355 | ONT | [*] | ||||||||||||
12/10/13 | Tuesday | PI356 | ONT | [*] | ||||||||||||
12/10/13 | Tuesday | PI357 | OAK | [*] | ||||||||||||
12/10/13 | Tuesday | PI358 | OAK | [*] | ||||||||||||
12/10/13 | Tuesday | PI359 | SFO | [*] | ||||||||||||
12/10/13 | Tuesday | PI360 | SFO | [*] | ||||||||||||
12/10/13 | Tuesday | PI361 | DFW | [*] | ||||||||||||
12/10/13 | Tuesday | PI365 | LAX | [*] | ||||||||||||
12/15/13 | Sunday | PI368 | LAX | [*] | ||||||||||||
12/15/13 | Sunday | PI369 | LAX | [*] |
* | 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. |
12/15/13 | Sunday | PI370 | LAX | [*] | ||||||||||||
12/20/13 | Friday | PI373 | DEN | [*] | ||||||||||||
12/21/13 | Saturday | PI375 | LAX | [*] | ||||||||||||
12/21/13 | Saturday | PI376 | SAN | [*] | ||||||||||||
12/21/13 | Saturday | PI377 | SAN | [*] | ||||||||||||
12/21/13 | Saturday | PI378 | SAN | [*] | ||||||||||||
12/21/13 | Saturday | PI379 | LAS | [*] | ||||||||||||
12/21/13 | Saturday | PI380 | CLT | [*] | ||||||||||||
12/21/13 | Saturday | PI381 | MKE | [*] | ||||||||||||
12/22/13 | Sunday | PI372 | LIT | [*] | ||||||||||||
12/22/13 | Sunday | PI382 | EWR | [*] | ||||||||||||
12/22/13 | Sunday | PI383 | CMH | [*] | ||||||||||||
12/22/13 | Sunday | PI384 | RIC | [*] | ||||||||||||
12/22/13 | Sunday | PI385 | ROC | [*] | ||||||||||||
12/22/13 | Sunday | PI386 | LAS | [*] | ||||||||||||
12/24/13 | Tuesday | PI387 | BDL | [*] | ||||||||||||
12/22/13 | Sunday | PI388 | SGF | [*] | ||||||||||||
12/22/13 | Sunday | PI389 | DFW | [*] | ||||||||||||
12/24/13 | Tuesday | PI391 | ATL | [*] | ||||||||||||
12/24/13 | Tuesday | PI392 | BWI | [*] | ||||||||||||
12/24/13 | Tuesday | PI393 | CMH | [*] | ||||||||||||
12/24/13 | Tuesday | PI394 | CVG | [*] | ||||||||||||
12/24/13 | Tuesday | PI395 | BDL | [*] | ||||||||||||
12/24/13 | Tuesday | PI396 | BDL | [*] | ||||||||||||
12/24/13 | Tuesday | PI397 | LAS | [*] | ||||||||||||
12/24/13 | Tuesday | PI398 | LAS | [*] | ||||||||||||
12/26/13 | Thursday | PI399 | GSO | [*] | ||||||||||||
12/26/13 | Thursday | PI400 | CLT | [*] | ||||||||||||
12/26/13 | Thursday | PI402 | ATL | [*] | ||||||||||||
12/26/13 | Thursday | PI403 | STL | [*] | ||||||||||||
12/26/13 | Thursday | PI404 | ORD | [*] | ||||||||||||
12/26/13 | Thursday | PI405 | IND | [*] | ||||||||||||
12/26/13 | Thursday | PI406 | IND | [*] | ||||||||||||
12/26/13 | Thursday | PI407 | MKE | [*] | ||||||||||||
12/26/13 | Thursday | PI408 | MHT | [*] | ||||||||||||
12/26/13 | Thursday | PI411 | EWR | [*] |
* | 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. |
12/26/13 | Thursday | PI412 | MCI | [*] | ||||||||||||
12/26/13 | Thursday | PI413 | DEN | [*] | ||||||||||||
12/26/13 | Thursday | PI414 | BNA | [*] | ||||||||||||
12/27/13 | Friday | PI416 | CMH | [*] | ||||||||||||
12/27/13 | Friday | PI417 | PHL | [*] | ||||||||||||
12/27/13 | Friday | PI418 | PHL | [*] | ||||||||||||
12/27/13 | Friday | PI419 | PIT | [*] | ||||||||||||
12/27/13 | Friday | PI420 | ROC | [*] | ||||||||||||
12/27/13 | Friday | PI421 | BWI | [*] | ||||||||||||
12/27/13 | Friday | PI422 | ATL | [*] | ||||||||||||
12/27/13 | Friday | PI423 | CLT | [*] | ||||||||||||
12/27/13 | Friday | PI424 | IND | [*] | ||||||||||||
12/27/13 | Friday | PI425 | ORD | [*] | ||||||||||||
12/27/13 | Friday | PI426 | ORD | [*] | ||||||||||||
12/27/13 | Friday | PI427 | DTW | [*] | ||||||||||||
12/27/13 | Friday | PI428 | DTW | [*] | ||||||||||||
12/27/13 | Friday | PI429 | DFW | [*] | ||||||||||||
12/27/13 | Friday | PI430 | TPA | [*] | ||||||||||||
12/28/13 | Saturday | PI431 | BDL | [*] | ||||||||||||
12/28/13 | Saturday | PI432 | BDL | [*] | ||||||||||||
12/28/13 | Saturday | PI433 | MHT | [*] | ||||||||||||
12/28/13 | Saturday | PI434 | CMH | [*] | ||||||||||||
12/28/13 | Saturday | PI435 | ROC | [*] | ||||||||||||
12/28/13 | Saturday | PI436 | SDF | [*] | ||||||||||||
12/28/13 | Saturday | PI437 | CLT | [*] | ||||||||||||
12/28/13 | Saturday | PI438 | RIC | [*] | ||||||||||||
12/28/13 | Saturday | PI439 | DTW | [*] | ||||||||||||
12/28/13 | Saturday | PI440 | ORD | [*] | ||||||||||||
12/28/13 | Saturday | PI441 | ATL | [*] | ||||||||||||
12/28/13 | Saturday | PI442 | IND | [*] | ||||||||||||
12/28/13 | Saturday | PI453 | MEM | [*] | ||||||||||||
12/29/13 | Sunday | PI443 | ROC | [*] | ||||||||||||
12/29/13 | Sunday | PI444 | CMH | [*] | ||||||||||||
12/29/13 | Sunday | PI445 | PHL | [*] | ||||||||||||
12/29/13 | Sunday | PI446 | BDL | [*] |
* | 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. |
12/29/13 | Sunday | PI448 | MHT | [*] | ||||||||||||
12/29/13 | Sunday | PI449 | CMH | [*] | ||||||||||||
12/29/13 | Sunday | PI450 | CLT | [*] | ||||||||||||
12/29/13 | Sunday | PI454 | MHT | [*] | ||||||||||||
01/02/14 | Thursday | PI459 | ATL | [*] | ||||||||||||
01/02/14 | Thursday | PI460 | CLT | [*] | ||||||||||||
01/02/14 | Thursday | PI461 | RIC | [*] | ||||||||||||
01/02/14 | Thursday | PI462 | PHL | [*] | ||||||||||||
01/02/14 | Thursday | PI463 | DSM | [*] | ||||||||||||
01/02/14 | Thursday | PI464 | CMH | [*] | ||||||||||||
01/02/14 | Thursday | PI465 | SDF | [*] | ||||||||||||
01/02/14 | Thursday | PI467 | DEN | [*] | ||||||||||||
01/02/14 | Thursday | PI468 | BDL | [*] | ||||||||||||
01/02/14 | Thursday | PI469 | JFK | [*] | ||||||||||||
01/02/14 | Thursday | PI470 | MHT | [*] | ||||||||||||
01/02/14 | Thursday | PI471 | ORD | [*] | ||||||||||||
01/02/14 | Thursday | PI472 | DTW | [*] | ||||||||||||
01/02/14 | Thursday | PI473 | IND | [*] | ||||||||||||
01/02/14 | Thursday | PI474 | RDU | [*] | ||||||||||||
01/02/14 | Thursday | PI475 | BDL | [*] | ||||||||||||
01/02/14 | Thursday | PI476 | STL/CMI | [*] | ||||||||||||
01/02/14 | Thursday | PI477 | PHL | [*] | ||||||||||||
01/02/14 | Thursday | PI478 | BNA | [*] | ||||||||||||
01/03/14 | Friday | PI482 | MEM | [*] | ||||||||||||
01/03/14 | Friday | PI483 | MEM | [*] | ||||||||||||
01/03/14 | Friday | PI490 | RNO | [*] | ||||||||||||
01/07/14 | Tuesday | PI491 | IND | [*] | ||||||||||||
01/07/14 | Tuesday | PI504 | IND | [*] | ||||||||||||
01/08/14 | Wednesday | PI493 | CLT | [*] | ||||||||||||
01/08/14 | Wednesday | PI495 | DFW | [*] | ||||||||||||
01/08/14 | Wednesday | PI496 | IND | [*] | ||||||||||||
01/09/14 | Thursday | PI492 | BWI | [*] | ||||||||||||
01/09/14 | Thursday | PI497 | SMF | [*] | ||||||||||||
01/09/14 | Thursday | PI498 | SMF | [*] |
* | 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. |
01/09/14 | Thursday | PI503 | DFW | [*] | ||||||||||||
01/09/14 | Thursday | PI505 | DTW | [*] | ||||||||||||
01/09/14 | Thursday | PI506 | MCI | [*] | ||||||||||||
01/10/14 | Friday | PI507 | IND | [*] | ||||||||||||
01/10/14 | Friday | PI508 | ORD | [*] | ||||||||||||
01/10/14 | Friday | PI509 | STL | [*] | ||||||||||||
01/14/14 | Tuesday | PI510 | JAX | [*] | ||||||||||||
01/14/14 | Tuesday | PI511 | DFW | [*] | ||||||||||||
01/14/14 | Tuesday | PI512 | IND | [*] | ||||||||||||
01/14/14 | Tuesday | PI513 | IND | [*] | ||||||||||||
01/14/14 | Tuesday | PI514 | ORD | [*] | ||||||||||||
01/14/14 | Tuesday | PI515 | CLT | [*] | ||||||||||||
01/14/14 | Tuesday | PI516 | GSO | [*] | ||||||||||||
01/14/14 | Tuesday | PI517 | ATL | [*] | ||||||||||||
01/14/14 | Tuesday | PI518 | MCI | [*] | ||||||||||||
01/14/14 | Tuesday | PI519 | LIT | [*] | ||||||||||||
PI520 | [*] |
* | 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 12.1
FEDEX CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(UNAUDITED)
(IN MILLIONS, EXCEPT RATIOS)
Six Months Ended
November 30, |
Year Ended May 31, | |||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||||||||
Earnings: |
||||||||||||||||||||||||||||
Income before income taxes |
$ | 1,908 | $ | 1,558 | $ | 3,289 | $ | 2,455 | $ | 3,141 | $ | 2,265 | $ | 1,894 | ||||||||||||||
Add back: |
||||||||||||||||||||||||||||
Interest expense, net of capitalized interest |
102 | 64 | 160 | 82 | 52 | 86 | 79 | |||||||||||||||||||||
Amortization of debt issuance costs |
2 | 2 | 4 | 5 | 5 | 16 | 14 | |||||||||||||||||||||
Portion of rent expense representative of interest factor |
441 | 442 | 876 | 864 | 797 | 852 | 806 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Earnings as adjusted |
$ | 2,453 | $ | 2,066 | $ | 4,329 | $ | 3,406 | $ | 3,995 | $ | 3,219 | $ | 2,793 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Fixed Charges: |
||||||||||||||||||||||||||||
Interest expense, net of capitalized interest |
$ | 102 | $ | 64 | $ | 160 | $ | 82 | $ | 52 | $ | 86 | $ | 79 | ||||||||||||||
Capitalized interest |
16 | 16 | 29 | 45 | 85 | 71 | 80 | |||||||||||||||||||||
Amortization of debt issuance costs |
2 | 2 | 4 | 5 | 5 | 16 | 14 | |||||||||||||||||||||
Portion of rent expense representative of interest factor |
441 | 442 | 876 | 864 | 797 | 852 | 806 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | 561 | $ | 524 | $ | 1,069 | $ | 996 | $ | 939 | $ | 1,025 | $ | 979 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Ratio of Earnings to Fixed Charges |
4.4 | 3.9 | 4.0 | 3.4 | 4.3 | 3.1 | 2.9 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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. 333-192957, 333-171232, 333-03443, 333-45037, 333-71065, 333-34934, 333-100572, 333-111399, 333-121418, 333-130619, 333-156333 and Form S-3 No. 333-183989) of FedEx Corporation and in the related Prospectuses of our report dated December 18, 2014, relating to the unaudited condensed consolidated interim financial statements of FedEx Corporation that are included in its Form 10-Q for the quarter ended November 30, 2014.
/s/ Ernst & Young LLP
Memphis, Tennessee
December 18, 2014
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: December 18, 2014 |
/s/ Frederick W. Smith |
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: December 18, 2014 |
/s/ Alan B. Graf, Jr. |
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 November 30, 2014 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: December 18, 2014 |
/s/ Frederick W. Smith |
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 November 30, 2014 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: December 18, 2014 |
/s/ Alan B. Graf, Jr. |
Alan B. Graf, Jr. |
Executive Vice President and |
Chief Financial Officer |