Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED February 28, 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: 1-7806

FEDERAL EXPRESS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware		71-0427007
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3610 Hacks Cross Road Memphis, Tennessee		38125
(Address of principal executive offices)		(ZIP Code)

(901) 369-3600

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨		Accelerated filer ¨		Non-accelerated filer x		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 x

The number of shares of common stock outstanding as of March 19, 2014 was 1,000. The Registrant is a wholly owned subsidiary of FedEx Corporation, and there is no market for the Registrant’s common stock.

The Registrant meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format permitted by General Instruction H(2).

 

 

 

---

Table of Contents

FEDERAL EXPRESS CORPORATION

INDEX

 

		PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets February 28, 2014 and May 31, 2013			3
Condensed Consolidated Statements of Income Three and Nine Months Ended February 28, 2014 and 2013			5
Condensed Consolidated Statements of Comprehensive Income Three and Nine Months Ended February  28, 2014 and 2013			6
Condensed Consolidated Statements of Cash Flows Nine Months Ended February 28, 2014 and 2013			7
Notes to Condensed Consolidated Financial Statements			8
Report of Independent Registered Public Accounting Firm			13
ITEM 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition			14
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk			23
ITEM 4. Controls and Procedures			23
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings			24
ITEM 1A. Risk Factors			24
ITEM 6. Exhibits			25
Signature			26
Exhibit Index			E-1
Exhibit 12.1
Exhibit 15.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Ex-101 INSTANCE DOCUMENT
Ex-101 SCHEMA DOCUMENT
Ex-101 CALCULATION LINKBASE DOCUMENT
Ex-101 PRESENTATION LINKBASE DOCUMENT
Ex-101 DEFINITION LINKBASE DOCUMENT

 

-2-

---

Table of Contents

FEDERAL EXPRESS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN MILLIONS)

 

		February 28,
		2014				May 31,
		(Unaudited)				2013
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	749			$	769
Receivables, less allowances of $73 and $84			1,559				1,595
Spare parts, supplies and fuel, less allowances of $206 and $204			390				385
Deferred income taxes			432				359
Due from parent company and other FedEx subsidiaries			570				430
Prepaid expenses and other			96				94
Total current assets			3,796				3,632
PROPERTY AND EQUIPMENT, AT COST			25,490				24,384
Less accumulated depreciation and amortization			12,100				11,538
Net property and equipment			13,390				12,846
OTHER LONG-TERM ASSETS
Goodwill			1,511				1,526
Other assets			830				959
Total other long-term assets			2,341				2,485
		$	19,527			$	18,963

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

-3-

---

Table of Contents

FEDERAL EXPRESS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT SHARE DATA)

 

		February 28,
		2014				May 31,
		(Unaudited)				2013
LIABILITIES AND OWNER’S EQUITY
CURRENT LIABILITIES
Accrued salaries and employee benefits		$	836			$	990
Accounts payable			1,320				1,270
Accrued expenses			977				972
Due to other FedEx subsidiaries			1,094				1,064
Total current liabilities			4,227				4,296
LONG-TERM DEBT, LESS CURRENT PORTION			240				240
OTHER LONG-TERM LIABILITIES
Deferred income taxes			3,125				2,833
Pension, postretirement healthcare and other benefit obligations			1,177				1,120
Self-insurance accruals			670				650
Deferred lease obligations			635				683
Deferred gains, principally related to aircraft transactions			204				223
Other liabilities			81				100
Total other long-term liabilities			5,892				5,609
COMMITMENTS AND CONTINGENCIES
OWNER’S EQUITY
Common stock, $0.10 par value; 1,000 shares authorized, issued and outstanding			—				—
Additional paid-in capital			608				608
Retained earnings			8,653				8,246
Accumulated other comprehensive loss			(93	)			(36	)
Total owner’s equity			9,168				8,818
		$	19,527			$	18,963

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

-4-

---

Table of Contents

FEDERAL EXPRESS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(IN MILLIONS)

 

		Three Months Ended								Nine Months Ended
		February 28,								February 28,
		2014				2013				2014				2013
REVENUES		$	6,426			$	6,462			$	19,318			$	19,465
OPERATING EXPENSES:
Salaries and employee benefits			2,438				2,459				7,185				7,265
Purchased transportation			440				413				1,316				1,221
Rentals and landing fees			425				423				1,252				1,244
Depreciation and amortization			371				332				1,107				985
Fuel			1,010				1,066				2,952				3,126
Maintenance and repairs			271				261				884				979
Business realignment costs			—				13				—				14
Intercompany charges, net			500				539				1,494				1,596
Other			845				831				2,450				2,482
			6,300				6,337				18,640				18,912
OPERATING INCOME			126				125				678				553
OTHER INCOME (EXPENSE):
Interest, net			5				16				17				36
Other, net			(33	)			(30	)			(76	)			(68	)
			(28	)			(14	)			(59	)			(32	)
INCOME BEFORE INCOME TAXES			98				111				619				521
PROVISION FOR INCOME TAXES			34				37				211				178
NET INCOME		$	64			$	74			$	408			$	343

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

-5-

---

Table of Contents

FEDERAL EXPRESS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(IN MILLIONS)

 

		Three Months Ended								Nine Months Ended
		February 28,								February 28,
		2014				2013				2014				2013
NET INCOME		$	64			$	74			$	408			$	343
OTHER COMPREHENSIVE INCOME (LOSS):
Foreign currency translation adjustments, net of tax of $1, $1, $5 and $5			(26	)			(3	)			(60	)			50
Amortization of unrealized pension actuarial gains/losses and other, net of tax of $1, $1, $2 and $2			—				1				3				3
			(26	)			(2	)			(57	)			53
COMPREHENSIVE INCOME		$	38			$	72			$	351			$	396

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

-6-

---

Table of Contents

FEDERAL EXPRESS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN MILLIONS)

 

		Nine Months Ended
		February 28,
		2014				2013
Operating Activities:
Net income		$	408			$	343
Noncash charges:
Depreciation and amortization			1,107				985
Other, net			200				256
Changes in assets and liabilities, net			(276	)			889
Cash provided by operating activities			1,439				2,473
Investing Activities:
Capital expenditures			(1,461	)			(1,519	)
Business acquisitions, net of cash acquired			—				(483	)
Other			14				19
Cash used in investing activities			(1,447	)			(1,983	)
Financing Activities:
Principal payments on debt			(3	)			(417	)
Cash used in financing activities			(3	)			(417	)
Effect of exchange rate changes on cash			(9	)			(1	)
Net (decrease) increase in cash and cash equivalents			(20	)			72
Cash and cash equivalents at beginning of period			769				712
Cash and cash equivalents at end of period		$	749			$	784

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

-7-

---

Table of Contents

FEDERAL EXPRESS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(1) General

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. These interim financial statements of Federal Express Corporation (“FedEx Express”) have been prepared in accordance with accounting principles generally accepted in the United States and Securities and Exchange Commission 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, 2013 (“Annual Report”). Accordingly, significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed in our Annual Report.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (including normal recurring adjustments) necessary to present fairly our financial position as of February 28, 2014, the results of our operations for the three- and nine-month periods ended February 28, 2014 and 2013 and cash flows for the nine-month periods ended February 28, 2014 and 2013. Operating results for the three- and nine-month periods ended February 28, 2014 are not necessarily indicative of the results that may be expected for the year ending May 31, 2014.

We are a wholly owned subsidiary of FedEx Corporation (“FedEx”) engaged in a single line of business and operate in one business segment – the worldwide express transportation and distribution of goods and documents.

Except as otherwise specified, references to years indicate our fiscal year ending May 31, 2014 or ended May 31 of the year referenced and comparisons are to the corresponding period of the prior year.

BUSINESS ACQUISITIONS. As discussed in our Annual Report, on June 20, 2013, we signed agreements to acquire the businesses operated by our current service provider Supaswift (Pty) Ltd. in five countries in Southern Africa. In addition, on September 2, 2013, we entered into an agreement to acquire Supaswift’s business in two additional countries. This acquisition will be funded with cash from operations and is expected to be completed in the fourth quarter of 2014, subject to customary closing conditions. The financial results of the acquired businesses will be included in our results from the date of acquisition and will be immaterial to our 2014 results.

EMPLOYEES UNDER COLLECTIVE BARGAINING ARRANGEMENTS. Our pilots, which represent a small number of our total employees, are employed under a collective bargaining agreement. The contract became amendable in March 2013, and the parties are currently in negotiations. In addition to our pilots, certain non-U.S. employees are unionized.

STOCK-BASED COMPENSATION. FedEx has two types of equity-based compensation: stock options and restricted stock. The key terms of the stock option and restricted stock awards granted under FedEx’s incentive stock plans are set forth in FedEx’s Annual Report.

Our stock-based compensation expense was $7 million for the three-month period ended February 28, 2014 and $31 million for the nine-month period ended February 28, 2014. Our stock-based compensation expense was $7 million for the three-month period ended February 28, 2013 and $29 million for the nine-month period ended February 28, 2013. This amount represents the amount charged to us by FedEx for awards granted to our employees.

LONG-TERM DEBT. Long-term debt, exclusive of capital leases, had carrying values of $239 million at February 28, 2014 and May 31, 2013 compared with estimated fair values of $320 million at February 28, 2014 and $344 million at May 31, 2013. 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.

 

-8-

---

Table of Contents

RECENT ACCOUNTING GUIDANCE. New accounting rules and disclosure requirements can significantly impact our reported results and the comparability of our financial statements.

On June 1, 2013, we adopted the authoritative guidance issued by the Financial Accounting Standards Board requiring additional information about reclassification adjustments out of accumulated other comprehensive income, including changes in accumulated other comprehensive income balances by component and significant items reclassified out of accumulated other comprehensive income. We have adopted this guidance by including expanded accumulated other comprehensive income disclosure requirements in Note 2 of our condensed consolidated financial statements.

While no other new accounting guidance was adopted or issued during the nine months of 2014 that is relevant to the readers of our financial statements, there are numerous proposals under development (as discussed in our Annual Report) which, if and when enacted, may have a significant impact on our financial reporting.

(2) Accumulated Other Comprehensive Income (Loss)

The following table provides changes in accumulated other comprehensive income (“AOCI”), net of tax, reported in our condensed consolidated financial statements for the periods ended February 28 (in millions; amounts in parentheses indicate debits to AOCI):

 

		Three Months Ended								Nine Months Ended
		2014				2013				2014				2013
Foreign currency translation gain (loss):
Balance at beginning of period		$	56			$	107			$	90			$	54
Translation adjustments			(26	)			(3	)			(60	)			50
Balance at end of period			30				104				30				104
Retirement plans adjustments:
Balance at beginning of period			(123	)			(122	)			(126	)			(124	)
Reclassifications from AOCI			—				1				3				3
Balance at end of period			(123	)			(121	)			(123	)			(121	)
Accumulated other comprehensive loss at end of period		$	(93	)		$	(17	)		$	(93	)		$	(17	)

Due to its immateriality, the table presenting details of reclassifications from AOCI has been excluded from this quarterly report.

(3) Retirement Plans

We sponsor or participate in programs that provide retirement benefits to most of our employees. These programs include defined benefit pension plans, defined contribution plans and postretirement healthcare plans. A majority of our employees are covered by the FedEx Corporation Employees’ Pension Plan (“FedEx Plan”), a defined benefit pension plan sponsored by FedEx. Defined contribution plans covering a majority of U.S. employees and certain international employees are in place. We also sponsor or participate in nonqualified benefit plans covering certain of our U.S. employee groups and other pension plans covering certain of our international employees. For more information, refer to the financial statements of FedEx included in its Form 10-Q for the quarter ended February 28, 2014 and in our Annual Report.

 

-9-

---

Table of Contents

Our retirement plans’ costs for the periods ended February 28, 2014 were as follows (in millions):

 

		Three Months Ended								Nine Months Ended
		2014				2013				2014				2013
Pension plans sponsored by FedEx		$	68			$	108			$	202			$	324
Other U.S. domestic and international pension plans			13				11				40				34
U.S. domestic and international defined contribution plans			60				58				175				172
U.S. domestic and international postretirement healthcare plans			15				15				46				46
		$	156			$	192			$	463			$	576

The components of the net periodic benefit cost of the pension and postretirement healthcare plans currently sponsored by us were individually immaterial for all periods presented. No material contributions were made during the nine months of 2014 or 2013 to pension plans sponsored by us, and we do not expect to make material contributions in 2014.

(4) Commitments

As of February 28, 2014, our purchase commitments under various contracts for the remainder of 2014 and annually thereafter were as follows (in millions):

 

		Aircraft and   Aircraft-Related				Other(1)				Total
2014 (remainder)		$	217			$	32			$	249
2015			1,155				42				1,197
2016			1,215				34				1,249
2017			955				25				980
2018			1,396				21				1,417
Thereafter			5,388				89				5,477
Total		$	10,326			$	243			$	10,569

 

(1)	Primarily advertising and promotions contracts.

The amounts reflected in the table above for purchase commitments represent noncancelable agreements to purchase goods or services. As of February 28, 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 us or our employees not to be covered by the Railway Labor Act of 1926, as amended. Commitments to purchase aircraft in passenger configuration do not include the attendant costs to modify these aircraft for cargo transport unless we have entered into noncancelable commitments to modify such aircraft. Open purchase orders that are cancelable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above.

During the third quarter of 2014, we entered into an agreement with The Boeing Company for the purchase of two B767F aircraft, the delivery of which will occur in 2016 and 2017. We also deferred 11 existing options to purchase B777F aircraft by two years.

 

-10-

---

Table of Contents

We had $272 million in deposits and progress payments as of February 28, 2014 on aircraft purchases and other planned aircraft-related transactions. These deposits are classified in the “Other assets” caption of our condensed consolidated balance sheets. In addition to our commitment to purchase B777Fs and B767Fs, our aircraft purchase commitments include the Boeing 757 (“B757”) in passenger configuration, which will require additional costs to modify for cargo transport. Aircraft and aircraft-related contracts are subject to price escalations. The following table is a summary of the key aircraft we are committed to purchase as of February 28, 2014, with the year of expected delivery:

 

		B757				B767F				B777F				Total
2014 (remainder)			6				—				—				6
2015			11				12				—				23
2016			—				11				2				13
2017			—				11				—				11
2018			—				10				2				12
Thereafter			—				4				14				18
Total			17				48				18				83

A summary of future minimum lease payments under noncancelable operating leases with an initial or remaining term in excess of one year at February 28, 2014 is as follows (in millions):

 

		Operating Leases
		Aircraft								Total
		and Related				Facilities				Operating
		Equipment				and Other				Leases
2014 (remainder)		$	100			$	193			$	293
2015			448				773				1,221
2016			453				633				1,086
2017			391				809				1,200
2018			326				495				821
Thereafter			824				4,144				4,968
Total		$	2,542			$	7,047			$	9,589

Future minimum lease payments under capital leases were immaterial at February 28, 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.

(5) Contingencies

In August 2010, a third-party consultant who works with shipping customers to negotiate lower rates filed a lawsuit in federal district court in California against FedEx and United Parcel Service, Inc. (“UPS”) alleging violations of U.S. antitrust law. This matter was dismissed in May 2011, but the court granted the plaintiff permission to file an amended complaint, which FedEx received in June 2011. In November 2011, the court granted our motion to dismiss this complaint, but again allowed the plaintiff to file an amended complaint. The plaintiff filed a new complaint in December 2011, and the matter remains pending before the court. In February 2011, shortly after the initial lawsuit was filed, we received a demand for the production of information and documents in connection with a civil investigation by the U.S. Department of Justice (“DOJ”) into the policies and practices of FedEx and UPS for dealing with third-party consultants who work with shipping customers to negotiate lower rates. In November 2012, the DOJ served a civil investigative demand on the third-party consultant seeking all pleadings, depositions and documents produced in the lawsuit. We are cooperating with the investigation, do not believe that we have engaged in any anti-competitive activities and will vigorously defend ourselves in

 

-11-

---

Table of Contents

any action that may result from the investigation. While the litigation proceedings and the DOJ investigation move forward, and the amount of loss, if any, is dependent on a number of factors that are not yet fully developed or resolved, we do not believe that a material loss is reasonably possible.

We have received requests for information from the DOJ in the Northern District of California in connection with a criminal investigation relating to the transportation of packages for online pharmacies that may have shipped pharmaceuticals in violation of federal law. We responded to grand jury subpoenas issued in June 2008 and August 2009 and to additional requests for information pursuant to those subpoenas, and we continue to respond and cooperate with the investigation. We believe that our employees have acted in good faith at all times. We do not believe that we have engaged in any illegal activities and will vigorously defend ourselves in any action that may result from the investigation. The DOJ may pursue a criminal indictment and, if we are convicted, remedies could include fines, penalties, financial forfeiture and compliance conditions. We cannot estimate the amount or range of loss, if any, as such analysis would depend on facts and law that are not yet fully developed or resolved.

FedEx Express 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.

(6) Parent/Affiliate Transactions

Affiliate company balances that are currently receivable or payable relate to charges for services provided to or by other FedEx affiliates, which are settled on a monthly basis, or the net activity from participation in FedEx’s consolidated cash management program. In addition, we are allocated net interest on these amounts at market rates.

We maintain an accounts receivable arrangement with FedEx TechConnect, Inc. (“FedEx TechConnect”), a wholly owned subsidiary of FedEx Corporate Services, Inc. (“FedEx Services”). FedEx Services is a wholly owned subsidiary of FedEx. Under this arrangement, we recognize revenue for the transportation services provided to our U.S. customers and factor the related receivables to FedEx TechConnect for collection. We have no continuing involvement with the receivables transferred to FedEx TechConnect. Our net receivables recorded by FedEx TechConnect totaled $1.7 billion at February 28, 2014 and $1.6 billion at May 31, 2013.

The costs of FedEx Services, FedEx TechConnect and FedEx Office and Print Services, Inc., as well as charges for management fees from our parent, are allocated to us and are included in the expense line item “Intercompany charges, net” based on metrics such as relative revenues or estimated services provided. We believe these allocations approximate the net cost of providing the functions. FedEx allocation methodologies are refined as necessary to reflect changes in our business.

(7) Supplemental Cash Flow Information

Cash paid for interest expense and income taxes for the nine-month periods ended February 28 was as follows (in millions):

 

		2014				2013
Cash payments for:
Income taxes		$	177			$	189
Income tax refunds received			(122	)			(167	)
Cash tax payments, net		$	55			$	22

 

-12-

---

Table of Contents

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholder

Federal Express Corporation

We have reviewed the condensed consolidated balance sheet of Federal Express Corporation as of February 28, 2014, and the related condensed consolidated statements of income and comprehensive income for the three-month and nine-month periods ended February 28, 2014 and 2013 and the condensed consolidated statements of cash flows for the nine-month periods ended February 28, 2014 and 2013. These financial statements are the responsibility of the Company’s 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 Federal Express Corporation as of May 31, 2013, and the related consolidated statements of income, comprehensive income, changes in owner’s equity and cash flows for the year then ended not presented herein, and in our report dated July 15, 2013, 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, 2013, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

 

/s/ Ernst & Young LLP

Memphis, Tennessee

March 20, 2014

 

-13-

---

Table of Contents

Item 2.  Management’s Discussion and Analysis of Results of Operations and Financial Condition

GENERAL

The following Management’s Discussion and Analysis of Results of Operations and Financial Condition (“MD&A”), which describes the principal factors affecting the results of operations and financial condition of Federal Express Corporation (“FedEx Express”), is abbreviated pursuant to General Instruction H(2)(a) of Form 10-Q. 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, 2013 (“Annual Report”). Our Annual Report includes additional information about our significant accounting policies, practices and the transactions that underlie our financial results. For additional information, including a discussion of outlook, liquidity, capital resources, contractual cash obligations and critical accounting estimates, see the Quarterly Report on Form 10-Q of our parent, FedEx Corporation (“FedEx”), for the quarter ended February 28, 2014.

We are the world’s largest express transportation company. Our sister company FedEx Corporate Services, Inc. (“FedEx Services”) provides us and our other sister companies, including FedEx Ground Package System, Inc. (“FedEx Ground”), with sales, marketing, information technology, communications and certain back-office support, as well as retail access for our customers through FedEx Office and Print Services, Inc. (“FedEx Office”) and customer service, technical support and billing and collection services through FedEx TechConnect, Inc.

The operating expenses line item “Intercompany charges” on the financial summary represents an allocation that primarily includes salaries and benefits, depreciation and other costs for the sales, marketing, information technology and customer service support provided to us by FedEx Services and FedEx Office’s net operating costs. These costs are allocated based on metrics such as relative revenues or estimated services provided. For the international regions of FedEx Express, similar functions are performed on a regional basis by FedEx Express and reported in expense line items outside of intercompany charges. “Intercompany charges” also includes allocated charges from our parent for management fees related to services received for general corporate oversight, including executive officers and certain legal and finance functions. We believe the total amounts allocated approximate the net cost of providing these functions. FedEx allocation methodologies are refined as necessary to reflect changes in our business.

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 volume of shipments transported through our network, as measured by our average daily volume and shipment weight;

 

•

the mix of services purchased by our customers;

 

•

the prices we obtain for our services, as measured by yield (revenue per package or pound);

 

•

our ability to manage our cost structure (capital expenditures and operating expenses) to match shifting volume levels; and

 

•

the timing and amount of fluctuations in fuel prices and our ability to recover incremental fuel costs through our fuel surcharges.

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.

 

-14-

---

Table of Contents

The line item “Other operating expenses” predominantly includes costs associated with outside service contracts (such as security, facility services, and cargo handling), professional fees, uniforms, insurance and advertising.

Our aircraft maintenance and repairs costs are largely driven by aircraft utilization and required periodic maintenance events. When newer aircraft are introduced into our operating fleet, less maintenance costs are incurred. As a part of our fleet modernization program, we have retired older, less efficient aircraft prior to required periodic maintenance events and have introduced newly manufactured aircraft into the fleet. In addition, our global air and ground network includes a fleet of over 640 aircraft (including approximately 300 supplemental aircraft) that provide delivery of packages and freight to more than 220 countries and territories through a wide range of U.S. and international shipping services. While certain aircraft are utilized in primary geographic areas (U.S. versus international), we operate an integrated global network, and utilize our aircraft and other modes of transportation to achieve the lowest cost of delivery while maintaining our service commitments to our customers. Because of the integrated nature of our global network, our aircraft are interchangeable across routes and geographies, giving us flexibility with our fleet planning to meet changing global economic conditions and maintain and modify aircraft as needed.

Except as otherwise specified, references to years indicate our fiscal year ending May 31, 2014 or ended May 31 of the year referenced and comparisons are to the corresponding period of the prior year.

 

-15-

---

Table of Contents

RESULTS OF OPERATIONS

We offer 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 tables compare revenues, operating expenses, operating expenses as a percent of revenue, operating income, net income and operating margin (dollars in millions) for the periods ended February 28:

 

		Three Months Ended								Percent				Nine Months Ended								Percent
		2014				2013				Change				2014				2013				Change
Revenues:
Package:
U.S. overnight box		$	1,643			$	1,609				2			$	4,852			$	4,822				1
U.S. overnight envelope			393				413				(5	)			1,210				1,252				(3	)
U.S. deferred			869				812				7				2,369				2,246				5
Total U.S. domestic package revenue			2,905				2,834				3				8,431				8,320				1
International priority			1,542				1,567				(2	)			4,760				4,906				(3	)
International economy			540				491				10				1,639				1,492				10
Total international export package revenue			2,082				2,058				1				6,399				6,398				—
International domestic(1)			347				342				1				1,077				1,035				4
Total package revenue			5,334				5,234				2				15,907				15,753				1
Freight:
U.S.			577				668				(14	)			1,786				1,923				(7	)
International priority			379				384				(1	)			1,184				1,269				(7	)
International airfreight			48				64				(25	)			157				215				(27	)
Total freight revenue			1,004				1,116				(10	)			3,127				3,407				(8	)
Other			88				112				(21	)			284				305				(7	)
Total revenues			6,426				6,462				(1	)			19,318				19,465				(1	)
Operating expenses:
Salaries and employee benefits			2,438				2,459				(1	)			7,185				7,265				(1	)
Purchased transportation			440				413				7				1,316				1,221				8
Rentals and landing fees			425				423				—				1,252				1,244				1
Depreciation and amortization			371				332				12				1,107				985				12
Fuel			1,010				1,066				(5	)			2,952				3,126				(6	)
Maintenance and repairs			271				261				4				884				979				(10	)
Business realignment costs(2)			—				13				NM				—				14				NM
Intercompany charges(3)			500				539				(7	)			1,494				1,596				(6	)
Other(4)			845				831				2				2,450				2,482				(1	)
Total operating expenses			6,300				6,337				(1	)			18,640				18,912				(1	)
Operating income		$	126			$	125				1			$	678			$	553				23
Operating margin			2.0	%			1.9	%			10	bp			3.5	%			2.8	%			70	bp
Other income (expense):
Interest, net			5				16				(69	)			17				36				(53	)
Other, net			(33	)			(30	)			10				(76	)			(68	)			12
			(28	)			(14	)			100				(59	)			(32	)			84
Income before income taxes			98				111				(12	)			619				521				19
Provision for income taxes			34				37				(8	)			211				178				19
Net income		$	64			$	74				(14	)		$	408			$	343				19

 

-16-

---

Table of Contents

		Percent of Revenue
		Three Months Ended								Nine Months Ended
		2014				2013				2014				2013
Operating expenses:
Salaries and employee benefits			37.9	%			38.1	%			37.2	%			37.3	%
Purchased transportation			6.8				6.4				6.8				6.3
Rentals and landing fees			6.6				6.6				6.5				6.4
Depreciation and amortization			5.8				5.1				5.7				5.1
Fuel			15.7				16.5				15.3				16.1
Maintenance and repairs			4.2				4.0				4.6				5.0
Business realignment costs(2)			—				0.2				—				0.1
Intercompany charges(3)			7.8				8.3				7.7				8.2
Other(4)			13.2				12.9				12.7				12.7
Total operating expenses			98.0				98.1				96.5				97.2
Operating margin			2.0	%			1.9	%			3.5	%			2.8	%

 

(1)	International domestic revenues represent our international intra-country express operations, including acquisitions in Poland (June 2012), France (July 2012) and Brazil (July 2012).

 

(2)	Includes predominantly severance costs associated with our voluntary employee buyout program.

 

(3)	Includes allocations of $21 million in the third quarter and $31 million in the nine months of 2013 for business realignment costs.

 

(4)	Includes predominantly costs associated with outside service contracts (such as security, facility services and cargo handling), professional fees, uniforms, insurance and advertising.

 

-17-

---

Table of Contents

The following table compares selected statistics (in thousands, except yield amounts) for the periods ended February 28:

 

		Three Months Ended								Percent				Nine Months Ended								Percent
		2014				2013				Change				2014				2013				Change
Package Statistics
Average daily package volume (ADV):
U.S. overnight box			1,202				1,176				2				1,153				1,135				2
U.S. overnight envelope			515				569				(9	)			538				570				(6	)
U.S. deferred			984				944				4				871				843				3
Total U.S. domestic ADV			2,701				2,689				—				2,562				2,548				1
International priority			399				420				(5	)			409				424				(4	)
International economy			168				155				8				168				152				11
Total international export ADV			567				575				(1	)			577				576				—
International domestic(1)			780				781				—				822				781				5
Total ADV			4,048				4,045				—				3,961				3,905				1
Revenue per package (yield):
U.S. overnight box		$	21.70			$	22.08				(2	)		$	22.15			$	22.35				(1	)
U.S. overnight envelope			12.09				11.69				3				11.84				11.57				2
U.S. deferred			14.01				13.87				1				14.31				14.02				2
U.S. domestic composite			17.07				17.00				—				17.32				17.18				1
International priority			61.38				60.25				2				61.30				60.93				1
International economy			51.01				51.03				—				51.24				51.72				(1	)
International export composite			58.30				57.76				1				58.37				58.50				—
International domestic(1)			7.05				7.06				—				6.90				6.98				(1	)
Composite package yield			20.91				20.87				—				21.14				21.23				—
Freight Statistics
Average daily freight pounds:
U.S.			8,263				8,324				(1	)			7,850				7,697				2
International priority			2,823				2,894				(2	)			2,917				3,098				(6	)
International airfreight			757				1,035				(27	)			839				1,102				(24	)
Total average daily freight pounds			11,843				12,253				(3	)			11,606				11,897				(2	)
Revenue per pound (yield):
U.S.		$	1.11			$	1.30				(15	)		$	1.20			$	1.31				(8	)
International priority			2.13				2.14				—				2.14				2.15				—
International airfreight			1.00				0.99				1				0.98				1.03				(5	)
Composite freight yield			1.35				1.47				(8	)			1.42				1.51				(6	)

 

(1)	International domestic statistics represent our international intra-country express operations, including acquisitions in Poland (June 2012), France (July 2012) and Brazil (July 2012).

Revenues

Our revenues decreased slightly in the third quarter of 2014 due to the negative impact of lower freight revenue, lower fuel surcharges and unusually severe winter weather, offset by stronger base U.S. and international export package business and one additional operating day. Revenue in the nine months of 2014 decreased slightly due to the negative impact of lower fuel surcharges, lower freight revenue and unusually severe winter weather, offset by stronger base U.S. and international export package business. The demand shift from our priority international services to our economy international services continued to negatively impact our results.

Freight yields decreased 8% in the third quarter and 6% in the nine months of 2014 due to lower fuel surcharges and lower rates. Freight average daily pounds decreased by 3% in the third quarter and 2% in the nine months of 2014 due to weakness in global economic conditions and capacity reductions. U.S. domestic yields remained flat for the third quarter and increased 1% for the nine months of 2014 primarily due to higher rates and weight per package, partially offset by lower fuel surcharges. International export package revenues increased 1% in the third quarter and remained flat in the nine months of 2014 as base business growth was offset by lower fuel surcharges, unfavorable exchange rate impact, and the demand shift to our lower-yielding economy services.

 

-18-

---

Table of Contents

International priority yields increased 2% in the third quarter of 2014, while international priority volumes declined 5%. Within this category, volumes for lower-yielding distribution services declined, while international priority volumes, excluding these distribution services, were flat. International domestic average daily volumes remained flat in the third quarter and increased 5% in the nine months of 2014 due to international business acquisitions during the first quarter of 2013.

Our fuel surcharges are indexed to the spot price for jet fuel. Using this index, the U.S. domestic and outbound fuel surcharge and the international fuel surcharges ranged as follows for the periods ended February 28:

 

		Three Months Ended								Nine Months Ended
		2014				2013				2014				2013
U.S. Domestic and Outbound Fuel Surcharge:
Low			9.00	%			10.00	%			8.00	%			10.00	%
High			10.00				13.50				10.50				14.50
Weighted-average			9.49				11.29				9.34				12.14
International Fuel Surcharges:
Low			13.00				14.00				12.00				12.00
High			18.50				19.00				19.00				20.50
Weighted-average			16.31				16.96				16.16				16.78

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. In January 2013, we implemented a 5.9% average list price increase for FedEx Express U.S. domestic, U.S. export and U.S. import services, while we lowered our fuel surcharge index by two percentage points.

Operating Income

Our operating income and operating margin increased in the third quarter of 2014 due to stronger U.S. and international export package business and lower pension expense, partially offset by lower freight revenues, an estimated $70 million year over year negative impact of severe winter weather and higher depreciation expense. In addition, operating income in the third quarter of 2014 benefited from one additional operating day and from the inclusion of costs associated with our business realignment program in the prior year results. Operating income in the third quarter of 2014 also reflects a significant negative net impact of fuel. Operating income in the nine months of 2014 improved due to stronger base U.S. and international export package business, lower pension expense and lower maintenance expense, offset by higher depreciation expense, the significant negative net impact of fuel and severe winter weather.

In the third quarter and nine months of 2014, salaries and employee benefits included lower pension expense, the delayed timing or absence of annual merit increases for many of our employees and benefits from our voluntary employee severance program. Intercompany charges decreased 7% in the third quarter and 6% in the nine months of 2014 due to lower allocated sales and information technology costs, as well as the inclusion in the prior year results of costs associated with the business realignment program at FedEx Services. Depreciation and amortization expense increased 12% during the third quarter and nine months of 2014 as a result of accelerated depreciation due to the shortened life of certain aircraft scheduled for retirement, and aircraft recently placed into service. Purchased transportation costs increased 7% in the third quarter of 2014 due to higher utilization of third-party transportation providers and increased 8% in the nine months of 2014 due to higher utilization of third-party transportation providers and prior year international acquisitions.

Our aircraft maintenance and repairs costs are largely driven by aircraft utilization and required periodic maintenance events. When newer aircraft are introduced into our operating fleet, less maintenance costs are incurred. As a part of our fleet modernization program, we have retired older, less efficient aircraft prior to required periodic maintenance events and have introduced newly manufactured aircraft into the fleet. Our aircraft maintenance and repairs costs increased 4% in the third quarter but decreased 10% in the nine months of 2014, as the benefits from the fourth quarter of 2013 retirement of 10 aircraft and related engines due to elimination of maintenance events for certain of these engines were offset by the impact of certain maintenance events during the third quarter.

 

-19-

---

Table of Contents

Fuel costs decreased 5% in the third quarter and 6% in the nine months of 2014 due to lower average price per gallon of jet fuel and lower aircraft fuel usage. Based on a static analysis of the net impact of year-over-year changes in fuel prices compared to year-over-year changes in fuel surcharges, fuel had a significant negative impact on operating income in the third quarter and nine months of 2014. This analysis considers the estimated impact of the reduction in fuel surcharges included in the base rates charged for our services.

Income Taxes

Our effective tax rate was 35.0% for the third quarter and 34.1% for the nine months of 2014, compared with 33.8% for the third quarter and 34.2% for the nine months of 2013. For 2014, we expect our effective tax rate to be approximately 35%. 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 2009 are concluded, and we are currently under examination by the Internal Revenue Service for the 2010 and 2011 tax years. It is reasonably possible that certain income tax return proceedings will be completed during the next 12 months and could result in a change in our balance of unrecognized tax benefits. The expected impact of any changes would not be material to our consolidated financial statements. As of February 28, 2014, there were no material changes to our liabilities for unrecognized tax benefits from May 31, 2013.

Business Acquisitions

As discussed in our Annual Report, on June 20, 2013, we signed agreements to acquire the businesses operated by our current service provider Supaswift (Pty) Ltd. in five countries in Southern Africa. In addition, on September 2, 2013, we entered into an agreement to acquire Supaswift’s business in two additional countries. This acquisition will be funded with cash from operations and is expected to be completed in the fourth quarter of 2014, subject to customary closing conditions. The financial results of the acquired businesses will be included in our results from the date of acquisition and will be immaterial to our 2014 results.

RECENT ACCOUNTING GUIDANCE

New accounting rules and disclosure requirements can significantly impact our reported results and the comparability of our financial statements.

On June 1, 2013, we adopted the authoritative guidance issued by the Financial Accounting Standards Board requiring additional information about reclassification adjustments out of accumulated other comprehensive income, including changes in accumulated other comprehensive income balances by component and significant items reclassified out of accumulated other comprehensive income. We have adopted this guidance by including expanded accumulated other comprehensive income disclosure requirements in Note 2 of our condensed consolidated financial statements.

While no other new accounting guidance was adopted or issued during the nine months of 2014 that is relevant to the readers of our financial statements, there are numerous proposals under development which, if and when enacted, may have a significant impact on our financial reporting, as described in our Annual Report.

FORWARD-LOOKING STATEMENTS

Certain statements in this report 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:

 

-20-

---

Table of Contents

•

economic conditions in the global markets in which we operate;

 

•

significant changes in the volumes of shipments transported through our networks, customer demand for our various services or the prices we obtain for our services;

 

•

damage to our reputation or loss of brand equity;

 

•

disruptions to the Internet or our technology infrastructure, including those impacting our computer systems and Web site, which can adversely affect our operations and reputation among customers;

 

•

the price and availability of jet and vehicle fuel;

 

•

our ability to manage our cost structure for capital expenditures and operating expenses, and match it to shifting and future customer volume levels;

 

•

the impact of intense competition on our ability to maintain or increase our prices (including our fuel surcharges in response to rising fuel costs) or to maintain or grow our market share;

 

•

our ability to effectively operate, integrate, leverage and grow acquired businesses, and to continue to support the value we allocate to these acquired businesses, including their goodwill;

 

•

our ability to maintain good relationships with our employees and prevent attempts by labor organizations to organize groups of our employees, which could significantly increase our operating costs and reduce our operational flexibility;

 

•

our ability to execute on our business realignment program;

 

•

the impact of any international conflicts or terrorist activities on the United States and global economies in general, the transportation industry or us in particular, and what effects these events will have on our costs or the demand for our services;

 

•

any impacts on our businesses resulting from new domestic or international government laws and regulation, including regulatory actions affecting global aviation or other transportation rights, increased air cargo and other security or 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 our employees), environmental (such as global climate change legislation) or postal rules;

 

•

adverse weather conditions or localized natural disasters in key geographic areas, such as earthquakes, volcanoes, and hurricanes, which can disrupt our electrical service, damage our property, disrupt our operations, increase our fuel costs and adversely affect our shipment levels;

 

-21-

---

Table of Contents

•

any impact on our business from disruptions or modifications in service by the United States Postal Service (“USPS”), which is a significant customer of ours, as a consequence of the USPS’s 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 and state governmental agency mandates, including those related to healthcare benefits, and defending against inappropriate or unjustified enforcement of other actions by such agencies;

 

•

changes in foreign currency exchange rates, especially in the Chinese yuan, euro, Brazilian real, Canadian dollar and the British pound, 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 our pilots (the current pilot contract became amendable in March 2013, and the parties are currently in negotiations);

 

•

the impact of technology developments on our operations and on demand for our services, and our ability to continue to identify and eliminate unnecessary information technology redundancy and complexity throughout the organization;

 

•

widespread outbreak of an illness or any other communicable disease, or any other public health crisis;

 

•

availability of financing on terms acceptable to FedEx and FedEx’s ability to maintain its current credit ratings, especially given the capital intensity of our operations; and

 

•

other risks and uncertainties you can find in FedEx’s press releases and SEC filings, including the risk factors identified under the heading “Risk Factors” in “Management’s Discussion and Analysis of Results of Operations and Financial Condition” in our Annual Report, as updated by our quarterly reports on Form 10-Q.

As a result of these and other factors, no assurance can be given as to our future results and achievements. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. You should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

 

-22-

---

Table of Contents

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Omitted under the reduced disclosure format permitted by General Instruction H(2)(c) of Form 10-Q.

 

Item 4.

Controls and Procedures

Our management, 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 Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of February 28, 2014 (the end of the period covered by this Quarterly Report on Form 10-Q).

During our fiscal quarter ended February 28, 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.

 

-23-

---

Table of Contents

PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings

For a description of all material pending legal proceedings, see Note 5 of the accompanying unaudited condensed consolidated financial statements.

 

Item 1A.

Risk Factors

There have been no material changes from the risk factors disclosed in our Annual Report (under the heading “Risk Factors” in “Management’s Discussion and Analysis of Results of Operations and Financial Condition”) in response to Part I, Item 1A of Form 10-K.

 

-24-

---

Table of Contents

Item 6.

Exhibits

 

Exhibit     Number		Description of Exhibit
10.1		Amendment dated December 16, 2013 (but effective as of November 4, 2013), amending the Transportation Agreement dated April 23, 2013 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. (Filed as Exhibit 10.1 to FedEx Corporation’s FY14 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.2		Amendment dated December 16, 2013 (but effective as of December 2, 2013), amending the Transportation Agreement dated April 23, 2013 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. (Filed as Exhibit 10.2 to FedEx Corporation’s FY14 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.3		Supplemental Agreement No. 4 (and related side letter) dated as December 10, 2013, 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. (Filed as Exhibit 10.3 to FedEx Corporation’s FY14 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.4		Supplemental Agreement No. 23 (and related side letters) dated as December 10, 2013, amending the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and Federal Express Corporation. Confidential treatment has been requested for confidential and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.4 to FedEx Corporation’s FY14 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
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.

 

-25-

---

Table of Contents

SIGNATURE

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.

 

						FEDERAL EXPRESS CORPORATION
Date: March 20, 2014								/s/ CATHY D. ROSS
								CATHY D. ROSS
								EXECUTIVE VICE PRESIDENT AND
								CHIEF FINANCIAL OFFICER

 

-26-

---

Table of Contents

EXHIBIT INDEX

 

Exhibit   Number		Description of Exhibit
10.1		Amendment dated December 16, 2013 (but effective as of November 4, 2013), amending the Transportation Agreement dated April 23, 2013 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. (Filed as Exhibit 10.1 to FedEx Corporation’s FY14 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.2		Amendment dated December 16, 2013 (but effective as of December 2, 2013), amending the Transportation Agreement dated April 23, 2013 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. (Filed as Exhibit 10.2 to FedEx Corporation’s FY14 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.3		Supplemental Agreement No. 4 (and related side letter) dated as December 10, 2013, 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. (Filed as Exhibit 10.3 to FedEx Corporation’s FY14 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.4		Supplemental Agreement No. 23 (and related side letters) dated as December 10, 2013, amending the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and Federal Express Corporation. Confidential treatment has been requested for confidential and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.4 to FedEx Corporation’s FY14 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
12.1		Computation of Ratio of Earnings to Fixed Charges.
15.1		Letter re: Unaudited Interim Financial Statements.
31.1		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1		Interactive Data Files.

 

E-1