þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2006 OR |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO |
Delaware
(State or other jurisdiction of incorporation or organization) |
62-1721435
(I.R.S. Employer Identification No.) |
942 South Shady Grove Road
Memphis, Tennessee (Address of principal executive offices) |
38120
(ZIP Code) |
Common Stock
Common Stock, par value $0.10 per share |
Outstanding Shares at December 18, 2006
307,117,815 |
-2-
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-46-
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN MILLIONS)
November 30,
2006
May 31,
(Unaudited)
2006
$
1,855
$
1,937
3,956
3,516
325
308
515
539
192
164
6,843
6,464
25,904
24,074
13,916
13,304
11,988
10,770
2,941
2,825
1,636
1,349
1,305
1,282
5,882
5,456
$
24,713
$
22,690
Table of Contents
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT SHARE DATA)
Table of Contents
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended
Six Months Ended
November 30,
November 30,
2006
2005
2006
2005
$
8,926
$
8,090
$
17,471
$
15,797
3,526
3,081
6,811
6,143
996
812
1,892
1,583
584
584
1,154
1,249
430
386
829
756
860
891
1,801
1,619
492
445
1,007
913
1,199
1,101
2,354
2,160
8,087
7,300
15,848
14,423
839
790
1,623
1,374
(17
)
(30
)
(26
)
(54
)
1
(4
)
(11
)
(16
)
(30
)
(30
)
(65
)
823
760
1,593
1,309
312
289
607
499
$
511
$
471
$
986
$
810
$
1.67
$
1.55
$
3.22
$
2.67
$
1.64
$
1.53
$
3.17
$
2.63
$
0.09
$
0.08
$
0.18
$
0.16
Table of Contents
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN MILLIONS)
Six Months Ended
November 30,
2006
2005
$
986
$
810
829
754
61
57
79
4
64
(352
)
(314
)
(38
)
(15
)
167
(9
)
(309
)
(291
)
1,348
1,135
(1,459
)
(1,326
)
(784
)
22
37
10
(2,211
)
(1,289
)
999
(226
)
(102
)
55
53
(55
)
(48
)
8
(2
)
781
(99
)
(82
)
(253
)
1,937
1,039
$
1,855
$
786
Table of Contents
Table of Contents
$
121
528
77
114
4
(60
)
$
784
Table of Contents
Table of Contents
Three Months
Six Months
Ended
Ended
$
471
$
810
3
2
13
23
$
461
$
789
$
1.55
$
2.67
$
1.52
$
2.60
$
1.53
$
2.63
$
1.50
$
2.56
Table of Contents
November 30,
2006
2005
5 years
5 years
22
%
25
%
4.95
%
3.70
%
0.300
%
0.325
%
Stock Options
Restricted Stock
Weighted-
Weighted-
Average
Average
Exercise
Remaining
Aggregate
Shares
Price
Fair Value
Life
Intrinsic Value
Shares
Fair Value
17,099,526
$
60.82
$
307,436,781
583,106
$
44,941,947
1,801,146
109.88
57,291,006
170,456
18,734,924
(1,041,653
)
53.19
(16,905,962
)
(247,597
)
(17,125,777
)
(144,709
)
87.17
(3,484,175
)
(10,791
)
(981,289
)
17,714,310
$
66.10
$
344,337,650
6.1 years
$
870,709,639
495,174
$
45,569,805
11,427,422
$
52.94
4.9 years
$
712,089,373
November 30, 2006
June 1, 2006
Shares
Fair Value
Shares
Fair Value
11,427,422
$
184,337,742
9,665,894
$
144,823,786
6,286,888
159,999,908
7,433,632
162,612,995
17,714,310
$
344,337,650
17,099,526
$
307,436,781
Table of Contents
Three Months Ended
November 30,
2006
2005
$
511
$
471
2
(4
)
$
513
$
467
Six Months Ended
November 30,
2006
2005
$
986
$
810
2
1
$
988
$
811
Table of Contents
Three Months Ended
Six Months Ended
2006
2005
2006
2005
$
511
$
471
$
986
$
810
307
303
306
303
18
16
18
17
(14
)
(11
)
(13
)
(12
)
311
308
311
308
$
1.67
$
1.55
$
3.22
$
2.67
$
1.64
$
1.53
$
3.17
$
2.63
Three Months Ended
Six Months Ended
Pension Plans
2006
2005
2006
2005
$
133
$
118
$
265
$
237
177
161
354
322
(233
)
(203
)
(465
)
(406
)
35
29
69
55
(1
)
(1
)
(1
)
(1
)
3
3
6
6
$
114
$
107
$
228
$
213
$
8
$
11
$
16
$
21
7
8
14
16
(1
)
(2
)
$
14
$
19
$
28
$
37
Table of Contents
Table of Contents
FedEx Express (express transportation)
FedEx Trade Networks (global trade services)
FedEx Ground (small-package ground delivery)
FedEx SmartPost (small-parcel consolidator)
FedEx Freight LTL Group:
FedEx Freight (regional LTL freight transportation)
FedEx National LTL (long-haul LTL freight transportation)
FedEx Custom Critical (time-critical transportation)
Caribbean Transportation Services (airfreight forwarding)
FedEx Kinkos (document solutions and business services)
Three Months Ended
Six Months Ended
November 30,
November 30,
2006
2005
2006
2005
$
5,693
$
5,370
$
11,333
$
10,492
1,520
1,307
2,937
2,526
1,225
932
2,238
1,824
519
528
1,023
1,045
(31
)
(47
)
(60
)
(90
)
$
8,926
$
8,090
$
17,471
$
15,797
$
502
$
476
$
969
$
761
191
163
348
311
138
135
288
270
8
16
18
32
$
839
$
790
$
1,623
$
1,374
(1)
FedEx Express segment results for the second quarter and first six months of 2007 include a $143 million charge for signing bonuses and other upfront compensation associated with the new labor contract with our pilots, which was ratified in October 2006.
(2)
FedEx Express segment results for the six months ended November 30, 2005 include a $75 million charge to adjust the accounting for certain facility leases.
(3)
FedEx Freight segment results for the second quarter and first six months include the results of FedEx National LTL from the date of its acquisition on September 3, 2006.
Table of Contents
Aircraft-
Aircraft
Related
(1)
Other
(2)
Total
$
225
$
79
$
369
$
673
407
129
167
703
678
61
111
850
922
68
71
1,061
613
54
59
726
8
218
226
(1)
Primarily aircraft modifications.
(2)
Primarily vehicles, facilities,
computers, printing and other equipment and
advertising and promotions contracts.
A300
B757
777F
Total
4
4
8
9
2
11
4
3
7
5
6
11
1
9
10
17
15
15
47
Table of Contents
$
11
100
12
97
8
144
372
66
$
306
Aircraft and
Related
Facilities and
Equipment
Other
Total
$
410
$
539
$
949
587
990
1,577
555
831
1,386
544
672
1,216
526
552
1,078
3,934
3,326
7,260
$
6,556
$
6,910
$
13,466
Table of Contents
Six Months Ended
November 30,
2006
2005
(In millions)
$
64
$
64
642
475
Table of Contents
(UNAUDITED)
November 30, 2006
Table of Contents
May 31, 2006
Table of Contents
(UNAUDITED)
Three Months Ended November 30, 2006
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
$
7,541
$
1,479
$
(94
)
$
8,926
25
2,987
514
3,526
762
241
(7
)
996
2
519
64
(1
)
584
1
373
56
430
807
53
860
460
32
492
(49
)
(63
)
112
21
1,055
209
(86
)
1,199
6,900
1,281
(94
)
8,087
641
198
839
511
123
(634
)
(7
)
(11
)
1
(17
)
8
(6
)
(2
)
(1
)
1
1
1
511
748
198
(634
)
823
261
51
312
$
511
$
487
$
147
$
(634
)
$
511
(UNAUDITED)
Three Months Ended November 30, 2005
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
$
7,057
$
1,131
$
(98
)
$
8,090
20
2,707
354
3,081
653
163
(4
)
812
1
524
59
584
349
37
386
855
36
891
428
17
445
(41
)
(79
)
120
20
991
184
(94
)
1,101
6,428
970
(98
)
7,300
629
161
790
471
102
(573
)
(17
)
(13
)
(30
)
19
(22
)
3
(2
)
(1
)
3
471
695
167
(573
)
760
231
58
289
$
471
$
464
$
109
$
(573
)
$
471
Table of Contents
(UNAUDITED)
Six Months Ended November 30, 2006
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
$
15,009
$
2,641
$
(179
)
$
17,471
52
5,857
902
6,811
1,491
415
(14
)
1,892
2
1,033
120
(1
)
1,154
1
735
93
829
1,711
90
1,801
957
50
1,007
(99
)
(94
)
193
44
2,092
382
(164
)
2,354
13,782
2,245
(179
)
15,848
1,227
396
1,623
986
237
(1,223
)
(6
)
(21
)
1
(26
)
9
(15
)
6
(3
)
(1
)
(4
)
986
1,428
402
(1,223
)
1,593
498
109
607
$
986
$
930
$
293
$
(1,223
)
$
986
(UNAUDITED)
Six Months Ended November 30, 2005
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
$
13,830
$
2,145
$
(178
)
$
15,797
37
5,408
698
6,143
1,278
313
(8
)
1,583
2
1,134
113
1,249
1
682
73
756
1,555
64
1,619
880
33
913
(77
)
(111
)
188
37
1,944
349
(170
)
2,160
12,770
1,831
(178
)
14,423
1,060
314
1,374
810
179
(989
)
(33
)
(21
)
(54
)
39
(45
)
6
(6
)
(4
)
(1
)
(11
)
810
1,169
319
(989
)
1,309
399
100
499
$
810
$
770
$
219
$
(989
)
$
810
Table of Contents
(UNAUDITED)
Six Months Ended November 30, 2006
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
(290
)
$
1,439
$
199
$
$
1,348
(1,355
)
(104
)
(1,459
)
(784
)
(784
)
5
17
22
10
10
(1,340
)
(871
)
(2,211
)
(633
)
(44
)
677
999
999
(200
)
(26
)
(226
)
55
55
(55
)
(55
)
8
8
174
(70
)
677
781
(116
)
29
5
(82
)
1,679
114
144
1,937
$
1,563
$
143
$
149
$
$
1,855
(UNAUDITED)
Six Months Ended November 30, 2005
Guarantor
Non-guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
(304
)
$
1,300
$
139
$
$
1,135
(3
)
(1,221
)
(102
)
(1,326
)
35
2
37
(3
)
(1,186
)
(100
)
(1,289
)
97
(46
)
(51
)
(102
)
(102
)
53
53
(48
)
(48
)
(2
)
(2
)
100
(148
)
(51
)
(99
)
(207
)
(34
)
(12
)
(253
)
742
151
146
1,039
$
535
$
117
$
134
$
$
786
Table of Contents
PUBLIC ACCOUNTING FIRM
FedEx Corporation
December 19, 2006
Table of Contents
the overall customer demand for our various services;
the volumes of transportation and business services provided through our networks, primarily measured by our average
daily volume and shipment weight;
the mix of services purchased by our customers;
the prices we obtain for our services, primarily measured by average price per shipment (yield);
our ability to manage our cost structure for capital expenditures and operating expenses and to match our cost
structure to shifting volume levels; and
the timing and amount of fluctuations in fuel prices and our ability to recover incremental fuel costs through our fuel
surcharges.
Table of Contents
Three Months Ended
Percent
Six Months Ended
Percent
2006
(1)
2005
Change
2006
(1)
2005
(2)
Change
$
8,926
$
8,090
10
$
17,471
$
15,797
11
839
790
6
1,623
1,374
18
9.4
%
9.8
%
(40
)bp
9.3
%
8.7
%
60
bp
$
511
$
471
8
$
986
$
810
22
$
1.64
$
1.53
7
$
3.17
$
2.63
21
(1)
Operating expenses for the second quarter and first six months of 2007 include a $143 million
charge associated with
upfront compensation and benefits under the new labor contract with our pilots, which was ratified in October 2006.
The impact of this new contract on net income was approximately $78 million after tax, or $0.25 per diluted share.
(2)
Operating expenses for the first six months of 2006 include a $79 million ($49 million, net of tax,
or $0.16 per diluted
share) charge to adjust the accounting for certain facility leases, predominantly at FedEx Express.
Change in
Percent Change in
Change in
Percent Change in
Revenues
Revenue
Operating Income
Operating Income
Three
Six
Three
Six
Three
Six
Three
Six
Months
Months
Months
Months
Months
Months
Months
Months
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
$
323
$
841
6
8
$
26
(1)
$
208
(1)(2)
5
27
213
411
16
16
28
37
17
12
293
414
31
23
3
18
2
7
(9
)
(22
)
(2
)
(2
)
(8
)
(14
)
(50
)
(44
)
16
30
NM
NM
NM
NM
$
836
$
1,674
10
11
$
49
$
249
6
18
(1)
FedEx Express operating expenses for the three and six months ended November 30, 2006 include a $143 million charge associated with upfront compensation
and benefits under the new labor contract with our pilots, which was ratified in October 2006.
(2)
FedEx Express operating expenses for the six months ended November 30, 2005 include a $75 million charge to adjust the accounting for certain facility leases.
(3)
FedEx Freight segment results include the results of FedEx National LTL from the date of its acquisition on September 3, 2006.
Table of Contents
Three Months Ended
Percent
Six Months Ended
Percent
2006
2005
Change
2006
2005
Change
3,285
3,279
3,239
3,255
3,242
2,843
14
3,082
2,712
14
6,527
6,122
7
6,321
5,967
6
87
68
28
78
67
16
$
23.22
$
21.99
6
$
23.13
$
21.39
8
7.04
6.90
2
7.08
6.91
2
$
18.73
$
16.80
11
$
18.35
$
16.68
10
Table of Contents
Table of Contents
Table of Contents
Table of Contents
FedEx Express (express transportation)
FedEx Trade Networks (global trade services)
FedEx Ground (small-package ground delivery)
FedEx SmartPost (small-parcel consolidator)
FedEx Freight LTL Group:
FedEx Freight (regional LTL freight transportation)
FedEx National LTL (long-haul LTL freight transportation)
FedEx Custom Critical (time-critical transportation)
Caribbean Transportation Services (airfreight forwarding)
FedEx Kinkos (document solutions and business services)
Table of Contents
Three Months Ended
Percent
Six Months Ended
Percent
2006
2005
Change
2006
2005
Change
$
1,634
$
1,604
2
$
3,288
$
3,165
4
488
480
2
1,000
969
3
716
702
2
1,421
1,388
2
2,838
2,786
2
5,709
5,522
3
1,969
1,757
12
3,882
3,391
14
4,807
4,543
6
9,591
8,913
8
624
564
11
1,231
1,070
15
106
117
(9
)
209
222
(6
)
730
681
7
1,440
1,292
11
156
146
7
302
287
5
5,693
5,370
6
11,333
10,492
8
2,116
1,959
8
4,118
3,930
5
269
236
14
532
477
12
392
409
(4
)
790
892
(11
)
208
203
2
413
396
4
716
760
(6
)
1,514
1,388
9
365
339
8
763
700
9
526
383
37
1,036
741
40
599
605
(1
)
1,198
1,207
(1
)
5,191
4,894
6
10,364
9,731
7
$
502
$
476
5
$
969
$
761
27
8.8
%
8.9
%
(10
)bp
8.6
%
7.3
%
130
bp
(1)
Other revenues includes FedEx Trade Networks.
(2)
Operating expenses for the second quarter and first half of 2007 included a $143 million charge associated with upfront compensation and benefits under the new labor
contract with our pilots, which was ratified in October 2006.
(3)
Operating expenses for the first six months of 2006 include a $75 million charge, primarily recorded in rentals and landing fees, to
adjust the accounting for certain facility leases.
Table of Contents
Three Months Ended
Percent
Six Months Ended
Percent
2006
2005
Change
2006
2005
Change
1,183
1,211
(2
)
1,174
1,195
(2
)
700
702
702
707
(1
)
895
886
1
875
891
(2
)
2,778
2,799
(1
)
2,751
2,793
(2
)
507
480
6
488
462
6
3,285
3,279
3,239
3,255
$
21.92
$
21.03
4
$
21.87
$
20.69
6
11.06
10.86
2
11.13
10.71
4
12.70
12.56
1
12.69
12.16
4
16.21
15.80
3
16.21
15.44
5
61.68
58.14
6
62.12
57.36
8
23.22
21.99
6
23.13
21.39
8
9,917
9,544
4
9,642
9,209
5
1,946
2,283
(15
)
1,922
2,159
(11
)
11,863
11,827
11,564
11,368
2
$
1.00
$
0.94
6
$
1.00
$
0.91
10
0.86
0.81
6
0.85
0.80
6
0.98
0.91
8
0.97
0.89
9
(1)
Package and freight statistics include only the operations of
FedEx Express.
Table of Contents
Three Months Ended
Six Months Ended
2006
2005
2006
2005
12.50
%
13.00
%
12.50
%
10.50
%
17.00
20.00
17.00
20.00
15.35
16.14
15.67
13.82
12.00
11.00
12.00
10.00
17.00
20.00
17.00
20.00
14.33
14.09
14.55
12.62
Table of Contents
Three Months Ended
Percent
Six Months Ended
Percent
2006
2005
Change
2006
2005
Change
$
1,520
$
1,307
16
$
2,937
$
2,526
16
256
230
11
497
451
10
592
506
17
1,145
972
18
44
36
22
80
67
19
65
53
23
126
103
22
28
27
4
59
45
31
32
28
14
63
57
11
147
129
14
283
249
14
165
135
22
336
271
24
1,329
1,144
16
2,589
2,215
17
$
191
$
163
17
$
348
$
311
12
12.6
%
12.5
%
10
bp
11.8
%
12.3
%
(50
)bp
3,242
2,843
14
3,082
2,712
14
$
7.04
$
6.90
2
$
7.08
$
6.91
2
(1)
Package statistics include only the operations of FedEx
Ground.
Three Months Ended
Six Months Ended
2006
2005
2006
2005
4.50
%
3.00
%
4.25
%
2.50
%
5.25
4.50
5.25
4.50
4.84
3.68
4.71
3.19
Table of Contents
Three Months Ended
Percent
Six Months Ended
Percent
2006
2005
Change
2006
2005
Change
$
1,225
$
932
31
$
2,238
$
1,824
23
592
442
34
1,076
881
22
140
81
73
223
153
46
30
25
20
53
49
8
52
29
79
83
59
41
116
104
12
228
186
23
45
30
50
77
58
33
16
9
78
30
18
67
96
77
25
180
150
20
1,087
797
36
1,950
1,554
25
$
138
$
135
2
$
288
$
270
7
11.3
%
14.5
%
(320
)bp
12.9
%
14.8
%
(190
)bp
87
68
28
78
67
16
1,127
1,161
(3
)
1,128
1,147
(2
)
$
18.73
$
16.80
11
$
18.35
$
16.68
10
Table of Contents
Three Months Ended
Six Months Ended
2006
2005
2006
2005
15.9
%
15.6
%
15.9
%
12.5
%
20.5
19.6
21.2
19.6
17.0
17.0
18.7
15.7
15.0
19.5
16.0
Table of Contents
Three Months Ended
Percent
Six Months Ended
Percent
2006
2005
Change
2006
2005
Change
$
519
$
528
(2
)
$
1,023
$
1,045
(2
)
198
190
4
389
376
3
96
99
(3
)
190
201
(5
)
35
37
(5
)
69
73
(5
)
17
19
(11
)
32
37
(14
)
16
6
NM
27
10
NM
67
70
(4
)
133
137
(3
)
82
91
(10
)
165
179
(8
)
511
512
1,005
1,013
(1
)
$
8
$
16
(50
)
$
18
$
32
(44
)
1.5
%
3.0
%
(150
)bp
1.8
%
3.1
%
(130
)bp
Table of Contents
2006
2005
$
986
$
810
894
954
(532
)
(629
)
1,348
1,135
(784
)
(1,427
)
(1,289
)
(2,211
)
(1,289
)
999
(226
)
(102
)
(55
)
(48
)
55
53
8
(2
)
781
(99
)
$
(82
)
$
(253
)
Table of Contents
Table of Contents
Percent Change
2006/2005
Three Months Ended
Six Months Ended
Three Months
Six Months
2006
2005
2006
2005
Ended
Ended
$
215
$
208
$
517
$
484
3
7
189
137
290
229
38
27
96
94
182
185
2
(2
)
184
166
347
342
11
1
76
50
123
86
52
43
$
760
$
655
$
1,459
$
1,326
16
10
$
376
$
336
$
770
$
724
12
6
183
138
317
254
33
25
83
94
168
176
(12
)
(5
)
42
32
66
47
31
40
76
55
138
125
38
10
$
760
$
655
$
1,459
$
1,326
16
10
Table of Contents
Payments Due by Fiscal Year
(in millions)
There-
2007
(1)
2008
2009
2010
2011
after
Total
$
622
$
500
$
500
$
499
$
249
$
539
$
2,909
11
100
12
97
8
144
372
673
703
850
1,061
726
226
4,239
80
117
110
79
65
1,599
2,050
949
1,577
1,386
1,216
1,078
7,260
13,466
$
2,335
$
2,997
$
2,858
$
2,952
$
2,126
$
9,768
$
23,036
(1)
Cash obligations for the remainder of 2007.
(2)
Capital lease obligations represent principal and interest payments.
(3)
See Note 8 to the accompanying unaudited consolidated financial statements.
Table of Contents
Table of Contents
economic conditions in the global markets in which we operate;
the impact of any international conflicts or terrorist activities
on the United States and global economies in general, the
transportation industry or us in particular, and what effects
these events will have on our costs or the demand for our
services;
damage to our reputation or loss of brand equity;
disruptions to the Internet or our technology infrastructure,
including those impacting our computer systems and Web site;
the price and availability of jet and diesel fuel;
the impact of intense competition on our ability to maintain or
increase our prices (including our fuel surcharge in response to
rising fuel costs) or to maintain or grow our market share;
our ability to manage our cost structure for capital expenditures
and operating expenses, and match it to shifting and future
customer volume levels;
our ability to effectively operate, integrate, leverage and grow
acquired businesses, including FedEx Kinkos and FedEx National LTL, and to continue to
support the value we allocate to these acquired businesses,
including their goodwill;
any impacts on our businesses resulting from new domestic or
international government regulation, including regulatory actions
affecting global aviation rights, increased air cargo and other
security requirements, and tax, accounting, labor or environmental
rules;
changes in foreign currency exchange rates, especially in the
Japanese yen, Taiwan dollar, Canadian dollar and euro, which can
affect our sales levels and foreign currency sales prices;
our ability to defend against challenges to the status of FedEx
Grounds owner-operators as independent contractors, rather than
employees;
any liability resulting from and the costs of defending against
class-action litigation, such as wage-and-hour and race
discrimination claims, and any other legal proceedings;
our ability to maintain good relationships with our employees and
prevent attempts by labor organizations to organize groups of our
employees, which could significantly increase our operating costs;
a shortage of qualified labor and our ability to mitigate this
shortage through recruiting and retention efforts and productivity
gains;
increasing costs and the volatility of costs for employee
benefits, especially pension and healthcare benefits;
significant changes in the volumes of shipments transported
through our networks, customer demand for our various services or
the prices we obtain for our services;
market acceptance of our new service and growth initiatives;
Table of Contents
the impact of technology developments on our operations and on
demand for our services (for example, the impact that low-cost
home copiers and printers are having on demand for FedEx Kinkos
copy services);
adverse weather conditions or natural disasters, such as
earthquakes and hurricanes, which can damage our property, disrupt
our operations, increase fuel costs and adversely affect shipment
levels;
widespread outbreak of an illness, such as avian influenza (bird
flu), severe acute respiratory syndrome (SARS) 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.
Table of Contents
Table of Contents
-47-
Exhibit
Number
Description of Exhibit
Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The
Boeing Company and Federal Express Corporation. Confidential treatment has been requested for
confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
Amendment dated November 30, 2006 to the Transportation Agreement dated July 31, 2006 between
the United States Postal Service and Federal Express Corporation. Confidential treatment has
been requested for confidential commercial and financial information, pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended.
Computation of Ratio of Earnings to Fixed Charges.
Letter re: Unaudited Interim Financial Statements.
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.
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.
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.
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.
Table of Contents
-48-
FEDEX CORPORATION
Date: December 22, 2006
/s/ JOHN L. MERINO
JOHN L. MERINO
CORPORATE VICE PRESIDENT
PRINCIPAL ACCOUNTING OFFICER
Table of Contents
E-1
Exhibit
Number
Description of Exhibit
Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The
Boeing Company and Federal Express Corporation. Confidential treatment has been requested for
confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
Amendment dated November 30, 2006 to the Transportation Agreement dated July 31, 2006 between
the United States Postal Service and Federal Express Corporation. Confidential treatment has
been requested for confidential commercial and financial information, pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended.
Computation of Ratio of Earnings to Fixed Charges.
Letter re: Unaudited Interim Financial Statements.
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.
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.
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.
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.
|
SA | |||||
ARTICLES | NUMBER | |||||
|
||||||
|
1. | Quantity, Model and Description | ||||
|
||||||
|
2. | Delivery Schedule | ||||
|
||||||
|
3. | Price | ||||
|
||||||
|
4. | Payment | ||||
|
||||||
|
5. | Miscellaneous | ||||
|
||||||
TABLE | ||||||
|
||||||
|
1. | Aircraft Information Table | ||||
|
||||||
EXHIBIT | ||||||
|
||||||
|
A. | Aircraft Configuration | ||||
|
||||||
|
B. | Aircraft Delivery Requirements and Responsibilities | ||||
|
||||||
SUPPLEMENTAL EXHIBITS | ||||||
|
||||||
|
AE1. | Escalation Adjustment/Airframe and Optional Features | ||||
|
||||||
|
CS1. | Customer Support Variables | ||||
|
||||||
|
EE1. | Engine Escalation/Engine Warranty and Patent Indemnity | ||||
|
||||||
|
SLP1. | Service Life Policy Components |
P.A. No. 3157 | i |
LETTER AGREEMENTS | ||||
|
||||
|
3157-01 | 777 Spare Parts Initial Provisioning | ||
|
3157-02 | Demonstration Flight Waiver | ||
|
6-1162-RCN-1785 | [ * ] | ||
|
6-1162-RCN-1789 | Option Aircraft | ||
|
6-1162-RCN-1790 | Special Matters | ||
|
6-1162-RCN-1791 | Performance Guarantees | ||
|
6-1162-RCN-1792 | Liquidated Damages Non-Excusable Delay | ||
|
6-1162-RCN-1793 | Open Configuration Matters | ||
|
6-1162-RCN-1795 | AGTA Amended Articles | ||
|
6-1162-RCN-1796 | 777 First-Look Inspection Program | ||
|
6-1162-RCN-1797 | Licensing and Customer Supplemental Type Certificates | ||
|
6-1162-RCN-1798 | 777 Boeing Converted Freighter |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
P.A. No. 3157 | ii |
P.A. No. 3157 | 1 |
P.A. No. 3157 | 2 |
FEDERAL EXPRESS CORPORATION | THE BOEING COMPANY | |||||||
|
||||||||
By:
|
/s/ Phillip C. Blum | By: | /s/ R.C. Nelson | |||||
|
||||||||
|
||||||||
Its:
|
Vice President Aircraft | Its: | Attorney-In-Fact | |||||
|
||||||||
|
Acquisitions/SAO |
P.A. No. 3157 | 3 |
Escalation | Escalation Estimate | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | ||||||||||||||||
Delivery | Number of | Factor | Adv Payment Base | At Signing | 24 Mos. | 21/18/15/12/9/6 Mos. | Total | |||||||||||
Date | Aircraft | (Airframe) | Price Per A/P | 1% | 4% | 5% | 35% | |||||||||||
[ * ]
|
1 | 1.0845 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
|
1 | 1.0918 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
|
1 | 1.0939 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
|
1 | 1.0971 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
|
1 | 1.1037 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
|
1 | 1.111 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
|
1 | 1.1158 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
|
1 | 1.1189 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
|
1 | 1.121 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
|
1 | 1.1231 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
|
1 | 1.125 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
|
1 | 1.1281 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
|
1 | 1.1314 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
|
1 | 1.1348 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
|
1 | 1.1375 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] |
FED
|
||||
42904-1F.TXT
|
Boeing Proprietary | Page 1 |
P.A. No. 3157 | A |
P.A. No. 3157 | A-1 |
P.A. No. 3157 | B |
P.A. No. 3157
|
B-1 | BOEING PROPRIETARY |
P.A. No. 3157 | B-2 | BOEING PROPRIETARY |
P.A. No. 3157 | B-3 | BOEING PROPRIETARY |
Aircraft Model | Fuel Provided | |
737
|
1,000 | |
747
|
4,000 | |
757
|
1,600 | |
767
|
2,000 | |
777
|
3,000 |
P.A. No. 3157 | B-4 | BOEING PROPRIETARY |
P.A. No. 3157 |
AE1
BOEING PROPRIETARY |
|
P a = | Airframe Price Adjustment. (For Model 777-F, the Airframe Price includes the Engine Price at its basic thrust level.) | ||
|
||||
|
P = | Airframe Price plus the price of the Optional Features (as set forth in Table 1 of this Purchase Agreement). |
|
L = .65 x [( ECI x (ECI-R | |
|
ECI b) ECI-R b )] |
P.A. No. 3157 |
AE1-1
BOEING PROPRIETARY |
|
M =.35 x ( CPI | |
|
CPI b ) |
Note: | i. In determining the values of L and M, all calculations and resulting values will be expressed as a decimal rounded to the nearest ten-thousandth. |
P.A. No. 3157 |
AE1-2
BOEING PROPRIETARY |
P.A. No. 3157 |
AE1-3
BOEING PROPRIETARY |
Note
:
|
i. The values released by the Bureau of Labor Statistics and available to Boeing 30
days prior to the first day of the scheduled delivery month of an Aircraft will be used to
determine the ECI-R and CPI values for the applicable months (including those noted as
preliminary by the Bureau of Labor Statistics) to calculate the Airframe Price Adjustment for
the Aircraft invoice at the time of delivery. The values will be considered final and no
Airframe Price Adjustments will be made after Aircraft delivery for any subsequent changes in
published Index values, subject always to paragraph 2.4 above.
|
|
|
ii. The maximum number of digits to the right of the decimal after rounding utilized in any part of the Airframe Price Adjustment equation will be 4, where rounding of the fourth digit will be increased to the next highest digit when the 5th digit is equal to 5 or greater. |
P.A. No. 3157 |
AE1-4
BOEING PROPRIETARY |
P.A. No. 3157 |
CS1
BOEING PROPRIETARY |
1.1 | Airplane General Familiarization Course; 2 classes of 24 students; | ||
1.2 | Mechanical/Electrical Systems Course (Instructor); 1 class of 15 students; | ||
1.3 | Avionics Systems Course (Instructor); 1 class of 15 students; | ||
1.4 | Mechanical/Electrical Systems Course (Line and Base); 2 classes of 15 students; | ||
1.5 | Avionics Systems Course (Line and Base); 1 class of 15 students; | ||
1.6 | Engine Run-Up Course; 2 classes of 3 students; | ||
1.7 | Corrosion Prevention & Control Course; 1 class of 10 students; | ||
1.8 | Aircraft Rigging Course; 1 class of 6 students; | ||
1.9 | Composite Repair for Technicians, 1 class of 8 students; | ||
1.10 | Digital Data Familiarization Course; 1 class of 15 students; | ||
1.11 | Cabin Management System (CMS) Configuration Database Generator (CDG) Familiarization Course; 1 class of 6 students; |
P.A. No. 3157 |
CS1-1
BOEING PROPRIETARY |
1.12 | Training materials will be provided to each student. In addition, one set of training materials as used in Boeings training program, including visual aids, Computer Based Training Courseware, instrument panel wall charts, text/graphics, video programs, etc. will be provided for use in Customers own training program. |
2.1 | Transition training for 8 flight crews (16 pilots) in 2 classes; The training will consist of ground school (utilizing computer based training), fixed base simulator, full flight simulator and actual aircraft training on Customers Aircraft. | ||
2.2 | Flight Dispatcher training; 2 classes of 6 students; | ||
2.3 | Flight Attendant training; 2 classes of 12 students; | ||
2.4 | Performance Engineer training in Boeings regularly scheduled courses; schedules are published twice yearly. | ||
2.5 | Training materials will be provided to each student. In addition, one set of training materials as used in Boeings training program, including visual aids, Computer Based Training Courseware, instrument panel wall charts, text/graphics, video programs, Flight Attandant Manuals, etc. will be provided for use in Customers own training program. | ||
2.6 | Additional Flight Operations Services: |
a. | Boeing flight crew personnel to assist in ferrying the first aircraft to Customers main base; | ||
b. | Instructor pilots for 90 calendar days for revenue service training assistance; | ||
c. | An instructor pilot to visit Customer 6 months after revenue service training to review Customers flight crew operations for a 2 week period. |
P.A. No. 3157 |
CS1-2
BOEING PROPRIETARY |
3.1 | Maintenance and Ground Operations . | ||
Upon request, Boeing will visit Customers main base to evaluate aircraft maintenance facilities, develop recommendations and assist in maintenance planning. | |||
3.2 | Spares . |
a) |
Recommended Spares Parts List (RSPL)
A customized RSPL, data and documents will be provided to identify spare parts required for Customers support program. |
||
b) |
Illustrated Parts Catalog (IPC)
A customized IPC in accordance with ATA 100 will be provided. |
||
c) |
Provisioning Training
Provisioning training will be provided for Customers personnel at Boeings facilities, where documentation and technical expertise are available. Training is focused on the initial provisioning process and calculations reflected in the Boeing RSPL. |
||
d) |
Spares Provisioning Conference
A provisioning conference will be conducted, normally at Boeings facilities where technical data and personnel are available. |
4.1 |
Flight Operations
.
Airplane Flight Manual Operations Manual and Checklist Planning and Performance Manual Weight and Balance Manual Dispatch Deviation Procedures Guide Flight Crew Training Manual Fault Reporting Manual Performance Engineers Manual Jet Transport Performance Methods FMC Supplemental Data Document Operational Performance Software |
P.A. No. 3157 |
CS1-3
BOEING PROPRIETARY |
Baggage/Cargo Loading Manual
ETOPS Guide Vol. III Flight Planning and Performance Manual |
|||
4.2 |
Maintenance
.
Maintenance Manual Wiring Diagram Manual Systems Schematics Manual Structural Repair Manual Component Maintenance Manual Standard Overhaul Practices Manual Standard Wiring Practices Manual Non-Destructive Test Manual Service Bulletins and Index Corrosion Prevention Manual Fault Isolation Manual Interior Reconfiguration Document Power Plant Buildup Manual (except Rolls Royce) In Service Activity Report Significant Service Item Summary All Operators Letters Service Letters Structural Item Interim Advisory Combined Index Maintenance Tips Configuration Data Base Generator User Guide Production Management Data Base Baggage/Cargo Loading Manual |
||
4.3 |
Maintenance Planning
.
Maintenance Planning Data Document Maintenance Task Cards and Index Maintenance Inspection Intervals Report ETOPS Guide Vol. II Configuration Maintenance and Procedures for Extended Range Operations |
||
4.4 |
Spares
.
Illustrated Parts Catalog Standards Books |
P.A. No. 3157 |
CS1-4
BOEING PROPRIETARY |
4.5 |
Facilities and Equipment Planning
.
Facilities and Equipment Planning Document Special Tool & Ground Handling Equipment Drawings & Index Supplementary Tooling Documentation Illustrated Tool and Equipment List/Manual Aircraft Recovery Document Airplane Characteristics for Airport Planning Document Airplane Rescue and Fire Fighting Document Engine Handling Document ETOPS Guide Vol. I |
||
4.6 |
Supplier Technical Data
.
Service Bulletins Ground Support Equipment Data Provisioning Information Component Maintenance Manuals and Index Publications Index Product Support Supplier Directory |
P.A. No. 3157 |
CS1-5
BOEING PROPRIETARY |
P.A. No. 3157 |
EE1
BOEING PROPRIETARY |
P.A. No. 3157 |
EE1
BOEING PROPRIETARY |
P.A. No. 3157 |
SLP1
BOEING PROPRIETARY |
(a) | Upper and lower wing skins and stiffeners between the forward and rear wing spars. | ||
(b) | Wing spar webs, chords and stiffeners. | ||
(c) | Inspar wing ribs. | ||
(d) | Inspar splice plates and fittings. | ||
(e) | Upper wing fold hinge, end ribs and lower latch lugs. | ||
(f) | Main landing gear support structure. | ||
(g) | Wing center section lower beams, spanwise beams and floor beams, but not the seat tracks attached to the beams. | ||
(h) | Wing-to-body structural attachments. | ||
(i) | Engine strut support fittings attached directly to wing primary structure. | ||
(j) | Support structure in the wing for spoilers and spoiler actuators; for aileron hinges and reaction links; and for leading edge devices and trailing edge flaps. | ||
(k) | Leading edge device and trailing edge flap support system. | ||
(l) | Aileron leading edge device and trailing edge flap internal, fixed attachment and actuator support structure. |
P.A. No. 3157 |
SLP1-1
BOEING PROPRIETARY |
(a) | External surface skins and doublers, longitudinal stiffeners, longerons and circumferential rings and frames between the forward pressure bulkhead and the vertical stabilizer rear spar bulkhead, and structural support and enclosure for the APU but excluding all system components and related installation and connecting devices, insulation, lining, and decorative panels and related installation and connecting devices. | ||
(b) | Window and windshield structure but excluding the windows and windshields. | ||
(c) | Fixed attachment structure of the passenger doors, cargo doors and emergency exits, excluding door mechanisms and movable hinge components. Sills and frames around the body openings for the passenger doors, cargo doors and emergency exits, excluding scuff plates and pressure seals. | ||
(d) | Nose wheel well structure, including the wheel well walls, pressure deck, forward and aft bulkheads, and the gear support structure. | ||
(e) | Main gear wheel well structure including pressure deck, bulkheads and landing gear beam support structure. | ||
(f) | Floor beams and support posts in the control cab and passenger cabin area, but excluding seat tracks. | ||
(g) | Forward and aft pressure bulkheads. | ||
(h) | Keel structure between the wing front spar bulkhead and the main gear wheel well aft bulkhead, including splices. | ||
(i) | Wing front and rear spar support bulkheads, and vertical and horizontal stabilizer front and rear spar support bulkheads including terminal fittings but excluding all system components and related installation and connecting devices, insulation, lining, and decorative panels and related installation and connecting devices. | ||
(j) | Support structure in the body for the stabilizer pivot and stabilizer screw. |
(a) | External skins between front and rear spars. | ||
(b) | Front and rear spars including stiffeners. |
P.A. No. 3157 |
SLP1-2
BOEING PROPRIETARY |
(c) | Attachment fittings between vertical stabilizer and body. | ||
(d) | Inspar ribs. | ||
(e) | Support structure in the vertical stabilizer for rudder hinges, reaction links and actuators. | ||
(f) | Rudder internal, fixed attachment and actuator support structure. | ||
(g) | Rudder hinges and supporting ribs, excluding bearings. |
(a) | External skins between front and rear spars. | ||
(b) | Front and rear spars including splices and stiffeners. | ||
(c) | Inspar ribs. | ||
(d) | Stabilizer splice fittings and pivot and screw support structure. | ||
(e) | Support structure in the horizontal stabilizer for the elevator hinges, reaction links and actuators. | ||
(f) | Elevator internal, fixed attachment and actuator support structure. | ||
(g) | Elevator hinges and supporting ribs, excluding bearings. |
(a) | Strut external surface skin and doublers and stiffeners. | ||
(b) | Internal strut chords, frames and bulkheads. | ||
(c) | Strut to wing fittings and diagonal brace. | ||
(d) | Engine mount support fittings attached directly to strut structure. | ||
(e) | For Aircraft equipped with General Electric or Pratt & Whitney engines only, the engine mounted support fittings. |
6. | Main Landing Gear . |
(a) | Outer cylinder. | ||
(b) | Inner cylinder. |
P.A. No. 3157 |
SLP1-3
BOEING PROPRIETARY |
(c) | Upper and lower side strut, including spindles and universals. | ||
(d) | Upper and lower drag strut, including spindles and universals. | ||
(e) | Orifice support tube. | ||
(f) | Downlock links including spindles and universals. | ||
(g) | Torsion links. | ||
(h) | Bogie beam. | ||
(i) | Axles. | ||
(j) | Steering crank arm. | ||
(k) | Steering rod. |
(a) | Outer cylinder. | ||
(b) | Inner cylinder, including axles. | ||
(c) | Orifice support tube. | ||
(d) | Upper and lower drag strut, including lock links. | ||
(e) | Steering plates and steering collar. | ||
(f) | Torsion links. | ||
(g) | Actuator support beam and hanger. |
NOTE : | The Service Life Policy does not cover any bearings, bolts, bushings, clamps, brackets, actuating mechanisms or latching mechanisms used in or on the Covered Components. |
P.A. No. 3157 |
SLP1-4
BOEING PROPRIETARY |
Subject: | Spare Parts Initial Provisioning | |||
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Reference:
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a) | Purchase Agreement No. 3157 (the Purchase Agreement) to between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER aircraft (the Aircraft) | ||
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b) | Customer Services General Terms Agreement No. S2-2 (CSGTA) between Boeing and Customer |
3. | Purchase from Boeing of Spare Parts and Standards as Initial Provisioning for the Aircraft . |
By
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/s/ R.C. Nelson
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Its
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Attorney-In-Fact
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By
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/s/ Phillip C. Blum
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Subject:
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Demonstration Flight Waiver | |
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Reference:
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Purchase Agreement No. 3157 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER aircraft (the Aircraft) |
Aircraft | Total Fuel Entitlement | |
Model | (U.S. Gallons) | |
737
|
Full tanks | |
747
|
26,000 | |
767
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11,000 | |
777
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10,300 | |
787
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Full tanks |
By
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/s/ R.C. Nelson
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Its
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Attorney-In-Fact
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By
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/s/ Phillip C. Blum
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Subject:
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Performance Guarantees, [ * ] | |
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Reference:
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Purchase Agreement No. 3157 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER aircraft (the Aircraft) |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
By
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/s/ R.C. Nelson
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|||
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Its
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Attorney-In-Fact | |||
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By
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/s/ Phillip C. Blum
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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. |
* | 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. |
* | 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. |
Subject:
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Option Aircraft | |
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Reference:
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Purchase Agreement 3157 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER aircraft (the Aircraft) |
(i) | Changes applicable to the basic Model 777 aircraft which are developed by Boeing between the date of the Detail Specification and the signing of the amendment to the definitive agreement to add the the Option Aircraft; | ||
(ii) | Changes required to obtain required regulatory certificates; and | ||
(iii) | Changes mutually agreed upon. |
* | 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. |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
By
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/s/ R.C. Nelson
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Its
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Attorney-In-Fact
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By
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/s/ Phillip C. Blum
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Escalation | Escalation Estimate | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | ||||||||||||||||
Delivery | Number of | Factor | Adv Payment Base | At Signing | 24 Mos. | 21/18/15/12/9/6 Mos. | Total | |||||||||||
Date | Aircraft | (Airframe) | Price Per A/P | 1% | 4% | 5% | 35% | |||||||||||
[ * ]
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1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
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2 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
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2 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
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1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
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1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
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1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
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2 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
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1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
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1 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
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2 | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | [ * ] | |||||||||||
[ * ]
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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. |
Subject:
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Special Matters | |
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||
Reference:
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Purchase Agreement No. 3157 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER aircraft (the Aircraft) |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
By
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/s/ R.C. Nelson
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|||
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Its
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Attorney-In-Fact
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By
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/s/ Phillip C. Blum
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[ * ]
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[ * ] | [ * ] | ||||
[ * ]
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[ * ] | [ * ] | ||||
[ * ]
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[ * ] | [ * ] | ||||
[ * ]
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[ * ] | [ * ] | ||||
[ * ]
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[ * ] | [ * ] | ||||
[ * ]
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[ * ] | [ * ] | ||||
[ * ]
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[ * ] | [ * ] | ||||
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[ * ] | [ * ] | ||||
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[ * ] | [ * ] | ||||
[ * ]
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[ * ] | [ * ] | ||||
[ * ]
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[ * ] | [ * ] | ||||
[ * ]
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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. |
Subject:
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Aircraft Performance Guarantees | |
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Reference:
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Purchase Agreement No. 3157 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER aircraft (the Aircraft) |
By
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/s/ R.C. Nelson
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Its
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Attorney-In-Fact
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By
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/s/ Phillip C. Blum
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SECTION | CONTENTS | |||
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1 |
AIRCRAFT MODEL APPLICABILITY
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2 |
FLIGHT PERFORMANCE
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3 |
MANUFACTURERS EMPTY WEIGHT
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4 |
AIRCRAFT CONFIGURATION
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5 |
GUARANTEE CONDITIONS
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6 |
GUARANTEE COMPLIANCE
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7 |
EXCLUSIVE GUARANTEES
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P.A. No. 3157
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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. |
P.A. No. 3157
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Subject:
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Liquidated Damages Non-Excusable Delay | |
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Reference:
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Purchase Agreement No. 3157 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER aircraft (the Aircraft) |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
6-1162-RCN-1792 | Page 2 |
By
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/s/ R.C. Nelson
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Its
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Attorney-In-Fact
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By
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/s/ Phillip C. Blum
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Subject:
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Open Configuration Matters | |
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Reference:
|
Purchase Agreement No. 3157 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER aircraft (the Aircraft) |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
By
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/s/ R.C. Nelson
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|||
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Its
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Attorney-In-Fact
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By
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/s/ Phillip C. Blum
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Subject:
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Aircraft General Terms Agreement Amended Terms | |
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Reference:
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Aircraft General Terms Agreement No. AGTA-FED (the AGTA) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
6-1162-RCN-1795 | Page 2 |
By
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/s/ R.C. Nelson
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|||
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Its
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Attorney-In-Fact
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By
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/s/ Phillip C. Blum
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Subject:
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Product Assurance First-Look Inspection Program | |
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Reference:
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Purchase Agreement No. 3157 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Customer Model 777F aircraft (the Aircraft) |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
Federal Express Corporation
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6-1162-RCN-1796
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Page 2 |
By
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/s/ R.C. Nelson
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|||
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Its
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Attorney-In-Fact
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By
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/s/ Phillip C. Blum
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Subject:
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Licenses and Customer Supplemental Type Certificates | |
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Reference:
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Purchase Agreement No. 3157 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Customer Model 777F aircraft (the Aircraft) |
6.0 | Confidential Treatment . Customer understands that certain commercial and financial information contained in this Letter Agreement /and attachment(s) hereto is considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity. |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
By
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/s/ R.C. Nelson
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Its
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Attorney-In-Fact
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By
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/s/ Phillip C. Blum
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Subject:
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777 Boeing Converted Freighter | |
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Reference:
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Purchase Agreement No. 3157 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Customer Model 777F aircraft (the Aircraft) |
8.0 | Confidential Treatment . | |
Customer understands that certain commercial and financial information contained in this Letter Agreement /and attachment(s) hereto is considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity. |
* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
By
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/s/ R.C. Nelson
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Its
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Attorney-In-Fact
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By
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/s/ Phillip C. Blum
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PAGE | ||||||||
ARTICLES | NUMBER | |||||||
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1. |
Subject Matter of Sale
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1 | ||||||
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2. |
Price, Taxes and Payment
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1 | ||||||
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3. |
Regulatory Requirements and Certificates
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3 | ||||||
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4. |
Detail Specification; Changes
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4 | ||||||
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5. |
Representatives, Inspection, Demonstration Flights,
Test Data and Performance Guarantee Compliance
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4 | ||||||
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6. |
Delivery
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5 | ||||||
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7. |
Excusable Delay
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5 | ||||||
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8. |
Risk Allocation/Insurance
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7 | ||||||
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9. |
Assignment, Resale or Lease
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8 | ||||||
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10. |
Termination for Certain Events
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9 | ||||||
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11. |
Notices
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10 | ||||||
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12. |
Miscellaneous
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10 | ||||||
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EXHIBITS |
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A |
Buyer Furnished Equipment Provisions Document
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B |
Customer Support Document
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C |
Product Assurance Document
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APPENDICES |
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I |
Insurance Certificate
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II |
Purchase Agreement Assignment
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III |
Post-Delivery Sale Notice
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IV |
Post-Delivery Lease Notice
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V |
Purchasers/Lessees Agreement
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VI |
Owner Appointment of Agent Warranties
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VII |
Contractor Confidentiality Agreement
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VIII |
Post-Delivery Sale with Lease to Seller
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IX |
Sale with Lease
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X |
Post-Delivery Security
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AGTA-FED | - i - |
Article 1. |
Subject Matter of Sale
.
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Article 2. |
Price, Taxes, and Payment
.
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AGTA-FED | -1- |
AGTA-FED | -2- |
Article 3. |
Regulatory Requirements and Certificates
.
|
AGTA-FED | -3- |
Article 4. |
Detail Specification; Changes
.
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Article 5. |
Representatives, Inspection, Demonstration Flights, Test Data and Performance
Guarantee Compliance
.
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AGTA-FED | -4- |
Article 6. |
Delivery
.
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Article 7. |
Excusable Delay
.
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AGTA-FED | -5- |
AGTA-FED | -6- |
Article 8. |
Risk Allocation/Insurance
.
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AGTA-FED | -7- |
Article 9. |
Assignment, Resale, or Lease
.
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AGTA-FED | -8- |
Article 10. |
Termination of Purchase Agreements for Certain Events
.
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AGTA-FED | -9- |
Article 11. |
Notices
.
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Customer
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Delivery or Courier: |
Federal Express Corporation
3610 Hacks Cross Road |
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Memphis TN 38125
Attn: Senior Vice President, |
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Mail: | Air Operations | ||
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Federal Express Corporation
3610 Hacks Cross Road Memphis TN 38125 Attn: Senior Vice President, Air Operations |
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With a copy to: | |||
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Federal Express Corporation
Legal Department Attn: Vice President, Business Transactions and Risk Management 3620 Hacks Cross Road Memphis, TN 38125 |
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Facsimile: | (901)434-9054 | ||
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Telephone: | (901)434-8440 |
AGTA-FED | -10- |
Boeing | Delivery or Courier: |
Boeing Commercial Airplanes
1901 Oakesdale Avenue S.W. Renton, Washington 98055 U.S.A. |
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Attention: |
Vice President - Contracts
Mail Code 21-34 |
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Mail: |
Boeing Commercial Airplanes
P.O. Box 3707 Seattle, Washington 98124-2207 U.S.A. |
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Attention: |
Vice President - Contracts
Mail Code 21-34 |
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Facsimile: | 425 237-1706 | |||||
Telephone: | 206 766-2400 |
Article 12. |
Miscellaneous
.
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AGTA-FED | -11- |
FEDERAL EXPRESS CORPORATION | THE BOEING COMPANY | |||||
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By
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/s/ Phillip C. Blum | By | /s/ R.C. Nelson | |||
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Its
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Vice President Aircraft Acquisitions/SAO | Its | Attorney-In-Fact |
AGTA-FED | -12- |
AGTA-FED | A |
1. |
General
.
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2. |
Supplier Selection
.
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3. |
Customers Obligations
.
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AGTA-FED | A-1 |
AGTA-FED | A-2 |
4. |
Boeings Obligations
.
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5. |
Nonperformance by Customer
.
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6. |
Return of Equipment
.
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7. |
Title and Risk of Loss
.
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AGTA-FED | A-3 |
8. |
Interchange of BFE
|
9. |
Indemnification of Boeing
.
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10. |
Patent Indemnity
.
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11. |
Definitions
.
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AGTA-FED | A-4 |
Part 1: |
Maintenance and Flight Training Programs; Operations
Engineering Support
|
Part 2: |
Field Services and Engineering Support
Services
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Part 3: |
Technical Information and Materials
|
Part 4: |
Alleviation or Cessation of Performance
|
Part 5: |
Protection of Proprietary Information and
Proprietary Materials
|
AGTA-FED | B | |||
i |
1. |
Boeing Training Programs
.
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2. |
Training Planning Conferences
.
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3. |
Operations Engineering Support
.
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AGTA-FED | B | |||
1-1 |
4. |
Training at a Facility Other Than Boeings
.
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5. |
General Terms and Conditions
.
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AGTA-FED | B | |||
1-2 |
AGTA-FED | B | |||
1-3 |
1. |
Field Service Representation
.
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2. |
Engineering Support Services
.
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AGTA-FED | B | |||
2-1 |
AGTA-FED | B | |||
2-2 |
AGTA-FED | B | |||
2-3 |
1. |
General
.
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2. |
Materials Planning Conferences
.
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3. |
Information and Materials Incremental Increase
.
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AGTA-FED | B | |||
3-1 |
4. |
Advance Representative Copies
.
|
5. |
Customized Materials
.
|
6. |
Revisions
.
|
7. |
Supplier Technical Data
.
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AGTA-FED | B | |||
3-2 |
8. |
Buyer Furnished Equipment Data
.
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9. |
Materials Shipping Charges
.
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10. |
Customers Shipping Address
.
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AGTA-FED | B | |||
3-3 |
AGTA-FED | B | |||
4-1 |
1. |
General
.
|
2. |
License Grant
.
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3. |
Use of Proprietary Materials and Proprietary Information
.
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AGTA-FED | B | |||
5-1 |
4. |
Providing of Proprietary Materials to Contractors
.
|
5. |
Providing of Proprietary Materials and Proprietary Information to Regulatory
Agencies
.
|
AGTA-FED | B | |||
5-2 |
Part 1: |
Exhibit C Definitions
|
Part 2: |
Boeing Warranty
|
Part 3: |
Boeing Service Life Policy
|
Part 4: |
Supplier Warranty Commitment
|
Part 5: |
Boeing Interface Commitment
|
Part 6: |
Boeing Indemnities against Patent and Copyright
Infringement
|
AGTA-FED | C | |||
i |
AGTA-FED | C | |||
1-1 |
AGTA-FED | C | |||
1-2 |
1. |
Applicability
.
|
2. |
Warranty
.
|
(i) |
the aircraft will conform to the Detail Specification except
for portions stated to be estimates, approximations or design objectives;
|
||
(ii) |
all Boeing Products will be free from defects in material,
process of manufacture and workmanship, including the workmanship utilized to
install Supplier Products, engines and BFE, and;
|
||
(iii) |
all Boeing Products will be free from defects in design,
including selection of materials and the process of manufacture, in view of
the state of the art at the time of design
|
(i) |
conditions resulting from normal wear and tear;
|
||
(ii) |
conditions resulting from acts or omissions of Customer; and
|
||
(iii) |
conditions resulting from failure to properly service and
maintain a Boeing Product.
|
3. |
Warranty Periods
.
|
AGTA-FED | C | |||
2-1 |
(i) |
For Corrected Boeing Products which have been Corrected because of a defect in
material, the applicable warranty period is the remainder of the initial warranty period
for the defective Boeing Product.
|
||
(ii) |
For Corrected Boeing Products which have been Corrected because of defect in
workmanship, the applicable warranty period is the remainder of the initial warranty or 12
months following the date of delivery of the Corrected Boeing Product, whichever is longer.
|
||
(iii) |
For Corrected Boeing Products which have been Corrected because of a defect in
design, the applicable warranty period is 18 months or the remainder of the initial
warranty period, whichever is longer.
|
4. |
Remedies
.
|
(i) |
Boeings written instructions were followed by the Customer
for testing the Boeing Product prior to its return to Boeing, and
|
(ii) |
Customers claim includes all applicable documentation of
such tests with the returned Boeing Product, including but not limited to:
Central Maintenance Computer (CMC), Flight Maintenance Computer System,
(FMCS), Flight Isolation Manual (FIM), Engine Indicating and Crew Alerting
System (EICAS) or Built In Test Equipment (BITE) messages.
|
AGTA-FED | C | |||
2-2 |
(i) |
The removed Boeing Product failed three (3) times within
twelve (12) consecutive months or one thousand (1000) consecutive operating
hours during the warranty period following initial delivery,
|
(ii) |
Removals were performed in compliance with flight or
maintenance manuals approved by the FAA or the comparable regulatory agency
for the country in which the aircraft is registered, and
|
(iii) |
Any Corrections or tests to the Boeing Product were
performed by Customer according to the latest revision of the Boeing Component
Maintenance Manual (CMM), according to written instructions from Boeing, or by
Boeing.
|
5. |
Discovery and Notice
.
|
(i) |
the defect, failure or in-service problem must be discovered
during the warranty period; and
|
(ii) |
Boeing Warranty must receive written notice of the discovery
no later than 180 days after expiration of the warranty period. The notice
must include sufficient information to substantiate the claim.
|
AGTA-FED | C | |||
2-3 |
6. |
Filing a Claim
.
|
(i) |
identity of claimant;
|
||
(ii) |
serial or block number of the aircraft on which the defective
Boeing Product was delivered;
|
||
(iii) |
part number and nomenclature of the defective Boeing
Product;
|
||
(iv) |
purchase order number and date of delivery of the defective
spare part;
|
||
(v) |
description and substantiation of the defect;
|
||
(vi) |
date the defect was discovered;
|
AGTA-FED | C | |||
2-4 |
(vii) |
date the Correction was completed;
|
||
(viii) |
the total flight hours or cycles accrued, if applicable;
|
||
(ix) |
an itemized account of direct labor hours expended in
performing the Correction; and
|
||
(x) |
an itemized account of any direct materials incorporated in
the Correction.
|
7. |
Corrections Performed by Customer or Its Authorized Agent
.
|
AGTA-FED | C | |||
2-5 |
AGTA-FED | C | |||
2-6 |
8. |
Corrections Performed by Boeing
.
|
AGTA-FED | C | |||
2-7 |
9. |
Returning an Aircraft
.
|
(i) |
Boeing and Customer agree a covered defect exists;
|
(ii) |
Customer lacks access to adequate facilities, equipment or
qualified personnel to perform the Correction; and
|
||
(iii) |
it is not practical, in Boeings estimation, to dispatch Boeing personnel to
perform the Correction at a remote site.
|
AGTA-FED | C | |||
2-8 |
10. |
Insurance
.
|
11. |
Disclaimer and Release; Exclusion of Liabilities
.
|
(A) |
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;
|
(B) |
ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE,
COURSE OF DEALING OR USAGE OF TRADE;
|
(C) |
ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT,
WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING; AND
|
(D) |
ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF
OR DAMAGE TO ANY AIRCRAFT.
|
AGTA-FED | C | |||
2-9 |
1. |
Definitions
.
|
2. |
Service Life Policy
.
|
AGTA-FED | C | |||
3-1 |
3. |
Price
.
|
P
|
= | CT | ||||
|
144 |
P
|
= | price to Customer for the replacement part | ||
C
|
= | SLP Component sales price at time of replacement | ||
T
|
= | total age in months of the failed SLP Component from the date of delivery to Customer to the date of discovery of such condition. |
4. |
Conditions
.
|
(i) |
a defect or failure in a component not covered by this
Policy,
|
||
(ii) |
an extrinsic force,
|
||
(iii) |
an act or omission of Customer, or
|
||
(iv) |
operation or maintenance contrary to applicable governmental
regulations or Boeings instructions.
|
5. |
Disclaimer and Release; Exclusion of Liabilities
.
|
AGTA-FED | C | |||
3-2 |
1. |
Supplier Warranties and Supplier Patent and Copyright Indemnities
.
|
2. |
Boeing Assistance in Administration of Supplier Warranties
.
|
3. |
Boeing Support in Event of Supplier Default
.
|
AGTA-FED | C | |||
4-1 |
1. |
Interface Problems
.
|
2. |
Boeing Responsibility
.
|
3. |
Supplier Responsibility
.
|
4. |
Joint Responsibility
.
|
5. |
General
.
|
AGTA-FED | C | |||
5-1 |
6. |
Disclaimer and Release; Exclusion of Liabilities
.
|
AGTA-FED | C | |||
5-2 |
1. |
I
ndemnity Against Patent Infringement
.
|
2. |
Indemnity Against Copyright Infringement
.
|
3. |
Exceptions, Limitations and Conditions
.
|
AGTA-FED | C | |||
6-1 |
AGTA-FED | C | |||
6-2 |
ISSUED TO: |
The Boeing Company
Post Office Box 3707 Mail Stop 13-57 Seattle, Washington 98124 Attn: Manager Aviation Insurance for Vice President Employee Benefits, Insurance and Taxes |
|
CC: |
Boeing Commercial Airplanes
P.O. Box 3707 Mail Stop 21-34 Seattle, Washington 98124-2207 U.S.A. Attn: Vice President Contracts |
|
NAMED INSURED: |
Federal Express Corporation
|
Insurer | Policy No. | Participation | ||
POLICY PERIOD : |
From [date and time of inception of the Policy(ies)] to [date and time of expiration].
|
GEOGRAPHICAL LIMITS : |
Worldwide (however, as respects Aircraft Hull War and
Allied Perils Insurance, as agreed by Boeing).
|
AGTA-FED | App. I | |||
1 |
AIRCRAFT INSURED : |
All Boeing manufactured aircraft owned or operated by the Named
Insured which are the subject of the following purchase
agreement(s), entered into between The Boeing Company and
_________________ (hereinafter Aircraft):
Purchase Agreement No. ____ dated ______ Purchase Agreement No. ____ dated ______ |
1. |
Aircraft all risks Hull (Ground and Flight)
|
|
2. |
Airline Liability
|
(737-500/600)
|
US$ | 350,000,000 | ||
(737-300/700)
|
US$ | 400,000,000 | ||
(737-400)
|
US$ | 450,000,000 | ||
(737-800/900)
|
US$ | 500,000,000 | ||
(757-200)
|
US$ | 525,000,000 | ||
(757-300)
|
US$ | 550,000,000 | ||
(767-200)
|
US$ | 550,000,000 | ||
(767-300)
|
US$ | 700,000,000 | ||
(767-400ERX)
|
US$ | 750,000,000 | ||
(787)
|
US$ | 700,000,000 | ||
(777)
|
US$ | 800,000,000 | ||
(747)
|
US$ | 900,000,000 |
AGTA-FED | App. I | |||
2 |
AGTA-FED | App. I | |||
3 |
AGTA-FED | App. I | |||
4 |
AGTA-FED | App. II | |||
1 |
(a) |
the right upon valid tender to purchase the Aircraft pursuant to the Boeing
Purchase Agreement subject to the terms and conditions thereof and the right to take
title to the Aircraft and to be named the Buyer in the bill of sale for the Aircraft;
|
||
(b) |
the right to accept delivery of the Aircraft;
|
(c) |
all claims for damages arising as a result of any default under the Boeing
Purchase Agreement in respect of the Aircraft;
|
(d) |
all warranty and indemnity provisions contained in the Boeing Purchase
Agreement, and all claims arising thereunder, in respect of the Aircraft; and
|
(e) |
any and all rights of Assignor to compel performance of the terms of the Boeing
Purchase Agreement in respect of the Aircraft.}
|
(i) |
all Assignors rights and interests in and to the Boeing Purchase Agreement as
and to the extent the same relates to aircraft other than the Aircraft, or to any other
matters not directly pertaining to the Aircraft;
|
(ii) |
all Assignors rights and interests in or arising out of any advance or other
payments or deposits made by Assignor in respect of the Aircraft under the Boeing
Purchase Agreement and any amounts credited or to be credited or paid or to be paid by
Boeing in respect of the Aircraft;
|
(iii) |
the right to obtain services, training, information and demonstration and test
flights pursuant to the Boeing Purchase Agreement; and
|
(iv) |
the right to maintain plant representatives at Boeings plant pursuant to the
Boeing Purchase Agreement.}
|
AGTA-FED | App. II | |||
2 |
AGTA-FED | App. II | |||
3 |
AGTA-FED | App. II | |||
4 |
as Assignor | as Assignee | |||||
|
||||||
By
|
By | |||||
|
||||||
|
||||||
Name:
|
Name: | |||||
|
||||||
Title:
|
Title: |
[
Name of Entity
],
as Indenture Trustee/Agent |
||||||
|
||||||
By:
|
||||||
|
||||||
|
||||||
Name:
|
||||||
|
||||||
Title:
|
AGTA-FED | App. II | |||
5 |
By
|
||
|
||
Name:
|
||
Title:
|
Attorney-in-Fact |
AGTA-FED | App. II | |||
6 |
Attention: |
Vice President - Contracts
Mail Code 21-34 |
AGTA-FED | App. III | |||
1 |
Federal Express Corporation | Purchaser | |||||
|
||||||
By
|
By | |||||
|
||||||
|
||||||
Its
|
Its | |||||
|
||||||
|
||||||
Dated
|
Dated | |||||
|
By
|
||||||
|
||||||
|
||||||
Its
|
Attorney-in-Fact | |||||
|
||||||
|
||||||
Dated
|
||||||
|
AGTA-FED | App. III | |||
2 |
Attention: |
Vice President - Contracts
Mail Code 21-34 |
AGTA-FED | App. IV | |||
1 |
Federal Express Corporation | Lessee | |||||
|
||||||
By
|
By | |||||
|
||||||
|
||||||
Its
|
Its | |||||
|
||||||
|
||||||
Dated
|
Dated | |||||
|
By
|
||||||
|
||||||
|
||||||
Its
|
||||||
|
||||||
|
||||||
Dated
|
||||||
|
AGTA-FED | App. IV | |||
2 |
Attention |
Vice President - Contracts
Mail Code 21-34 |
AGTA-FED | App. V | |||
1 |
(A) |
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;
|
(B) |
ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE,
COURSE OF DEALING OR USAGE OF TRADE;
|
(C) |
ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT,
WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING; AND
|
(D) |
ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF
OR DAMAGE TO ANY AIRCRAFT.
|
Federal Express Corporation (Seller/Lessor) | Purchaser/Lessee | |||||
|
||||||
By
|
By | |||||
|
||||||
|
||||||
Its
|
Its | |||||
|
||||||
|
||||||
Dated
|
Dated | |||||
|
AGTA-FED | App. V | |||
2 |
Attention: |
Vice President - Contracts
Mail Code 21-34 |
AGTA-FED | App. VI | |||
1 |
Very truly yours, | ||||||
|
||||||
Federal Express Corporation | ||||||
|
||||||
By
|
||||||
|
AGTA-FED | App. VI | |||
2 |
Very truly yours, | ||||||
|
||||||
Agent
|
||||||
|
||||||
|
||||||
By
|
||||||
|
||||||
|
||||||
Its
|
||||||
|
||||||
|
||||||
Dated
|
||||||
|
THE BOEING COMPANY | ||||||
|
||||||
By
|
||||||
|
||||||
|
||||||
Its
|
||||||
|
||||||
|
||||||
Dated
|
||||||
|
AGTA-FED | App. VI | |||
3 |
Attention: |
Vice President - Contracts
Mail Stop 21-34 |
1. |
For purposes of this Agreement:
|
AGTA-FED | App. VII | |||
1 |
AGTA-FED | App. VII | |||
2 |
ACCEPTED AND AGREED TO this | ||||||
|
||||||
Date: _____________________, 20___ | ||||||
|
||||||
Federal Express Corporation | Contractor | |||||
|
||||||
By
|
By | |||||
|
||||||
|
||||||
Its
|
Its | |||||
|
AGTA-FED | App. VII | |||
3 |
Attention: |
Vice President - Contracts
Mail Code 21-34 |
AGTA-FED | App. VIII | |||
1 |
Seller | Buyer | |||||
|
||||||
By
|
By | |||||
|
||||||
|
||||||
Its
|
Its | |||||
|
||||||
|
||||||
Dated
|
Dated | |||||
|
AGTA-FED | App. VIII | |||
2 |
The Boeing Company | ||||||
|
||||||
By
|
||||||
|
||||||
|
||||||
Its
|
||||||
|
||||||
|
||||||
Dated
|
||||||
|
AGTA-FED | App. VIII | |||
3 |
Attention: |
Vice President - Contracts
Mail Code 21-34 |
AGTA-FED | App. IX | |||
1 |
Very truly yours, | ||||||
|
||||||
____________________________________(Seller) | _______________________________________(Purchaser) | |||||
|
||||||
By
|
By | |||||
|
|
|
||||
|
||||||
Its
|
Its | |||||
|
|
|
||||
|
|
|
||||
|
||||||
Dated
|
Dated | |||||
|
|
|
||||
|
||||||
|
(Lessee) | |||||
|
||||||
By
|
||||||
|
|
|||||
|
||||||
Its
|
|
|||||
|
||||||
Dated
|
||||||
|
|
AGTA-FED | App. IX | |||
2 |
The Boeing Company | ||||||
|
||||||
By
|
||||||
|
||||||
|
||||||
Its Attorney-in-Fact | ||||||
|
||||||
Date
|
||||||
|
||||||
|
||||||
MSN
|
||||||
|
AGTA-FED | App. IX | |||
3 |
Attention: |
Vice President - Contracts
Mail Code 21-34 |
AGTA-FED | App. X | |||
1 |
Very truly yours, | ||||||
|
||||||
Indenture Trustee / Mortgagee | ||||||
|
||||||
By:
|
By: | |||||
|
||||||
|
||||||
Its:
|
Its: | |||||
|
||||||
Receipt of the above letter is acknowledged and the transfer of rights under the Agreement with respect to the Aircraft described above is confirmed, effective as of the date indicated below. | ||||||
|
||||||
THE BOEING COMPANY | ||||||
|
||||||
By:
|
||||||
|
||||||
|
||||||
Its:
|
||||||
|
||||||
|
||||||
Date:
|
||||||
|
||||||
|
||||||
MSN
|
||||||
|
AGTA-FED | App. X | |||
2 |
THE UNITED STATES POSTAL SERVICE
|
||||
By: | /s/ CHARLES A. PAWLUS | |||
Title: | Purchasing and Supply Management Specialist | |||
FEDERAL EXPRESS CORPORATION
|
||||
By: | /s/ PAUL J. HERRON | |||
Title: | VP, Postal Transportation | |||
* |
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.
|
1. |
747 Aircraft are used for the charter operations. Each aircraft carries [ * ] and [ * ].
|
||
2. |
Each flight requires 2 set of ULDs, one set for the ULDs in transit and another set at the origin to build the next movement.
|
||
3. |
Two sets of ULDs per aircraft, [ * ] and [ * ], are the amount of containers charged per day.
|
||
4. |
The weekly charge is based on 6 operations days per week
|
||
5. |
The amount charged per container are AMJ [ * ] and LD3s [ * ]
|
ULDs per Week | ||||||
[ * ] | ||||||
Total AMJs for the Period | [ * ] | |||||
Total LD3s for the Period | [ * ] | |||||
ULD Charge for Period | ||||||
ULD Type | AMJ | LD3 | SAA | |||
Amount of containers | [ * ] | [ * ] | [ * ] | |||
Charge per ULD | [ * ] | [ * ] | [ * ] | |||
Total Charge Per ULD type | [ * ] | [ * ] | [ * ] | |||
Total Charge | [ * ] |
* |
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.
|
* |
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.
|
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(UNAUDITED)
(IN MILLIONS, EXCEPT RATIOS)
Six Months Ended
November 30,
Year Ended May 31,
2006
2005
2006
2005
2004
2003
2002
$
1,593
$
1,309
$
2,899
$
2,313
$
1,319
$
1,338
$
1,160
70
65
142
160
136
124
144
3
3
5
6
7
4
4
407
442
842
800
712
713
710
$
2,073
$
1,819
$
3,888
$
3,279
$
2,174
$
2,179
$
2,018
$
70
$
65
$
142
$
160
$
136
$
124
$
144
19
19
33
22
11
16
27
3
3
5
6
7
4
4
407
442
842
800
712
713
710
$
499
$
529
$
1,022
$
988
$
866
$
857
$
885
4.2
3.4
3.8
3.3
2.5
2.5
2.3
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. |
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. |
(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. |
(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. |