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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/18/22 Fedex Corp. 10-K 5/31/22 165:42M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 8.70M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 142K
46: EX-10.102 Material Contract HTML 93K
47: EX-10.103 Material Contract HTML 42K
48: EX-10.104 Material Contract HTML 42K
49: EX-10.107 Material Contract HTML 42K
3: EX-10.14 Material Contract HTML 62K
4: EX-10.15 Material Contract HTML 63K
5: EX-10.16 Material Contract HTML 779K
6: EX-10.19 Material Contract HTML 157K
7: EX-10.20 Material Contract HTML 433K
8: EX-10.21 Material Contract HTML 47K
9: EX-10.22 Material Contract HTML 66K
10: EX-10.23 Material Contract HTML 97K
11: EX-10.24 Material Contract HTML 270K
12: EX-10.25 Material Contract HTML 277K
13: EX-10.26 Material Contract HTML 123K
14: EX-10.27 Material Contract HTML 83K
15: EX-10.28 Material Contract HTML 85K
16: EX-10.29 Material Contract HTML 118K
17: EX-10.30 Material Contract HTML 77K
18: EX-10.31 Material Contract HTML 125K
19: EX-10.32 Material Contract HTML 106K
20: EX-10.33 Material Contract HTML 100K
21: EX-10.34 Material Contract HTML 83K
22: EX-10.35 Material Contract HTML 101K
23: EX-10.36 Material Contract HTML 108K
24: EX-10.37 Material Contract HTML 107K
25: EX-10.38 Material Contract HTML 170K
26: EX-10.39 Material Contract HTML 48K
27: EX-10.40 Material Contract HTML 294K
28: EX-10.41 Material Contract HTML 102K
29: EX-10.42 Material Contract HTML 48K
30: EX-10.52 Material Contract HTML 126K
31: EX-10.53 Material Contract HTML 1.08M
32: EX-10.54 Material Contract HTML 351K
33: EX-10.55 Material Contract HTML 122K
34: EX-10.56 Material Contract HTML 81K
35: EX-10.57 Material Contract HTML 113K
36: EX-10.58 Material Contract HTML 96K
37: EX-10.59 Material Contract HTML 50K
38: EX-10.60 Material Contract HTML 512K
39: EX-10.61 Material Contract HTML 74K
40: EX-10.62 Material Contract HTML 139K
41: EX-10.63 Material Contract HTML 75K
42: EX-10.64 Material Contract HTML 91K
43: EX-10.65 Material Contract HTML 244K
44: EX-10.80 Material Contract HTML 820K
45: EX-10.81 Material Contract HTML 549K
50: EX-21 Subsidiaries List HTML 108K
51: EX-22 Published Report re: Matters Submitted to a Vote HTML 50K
of Security Holders
52: EX-23 Consent of Expert or Counsel HTML 45K
53: EX-31.1 Certification -- §302 - SOA'02 HTML 47K
54: EX-31.2 Certification -- §302 - SOA'02 HTML 47K
55: EX-32.1 Certification -- §906 - SOA'02 HTML 43K
56: EX-32.2 Certification -- §906 - SOA'02 HTML 43K
62: R1 Document and Entity Information HTML 130K
63: R2 Consolidated Balance Sheets HTML 169K
64: R3 Consolidated Balance Sheets (Parenthetical) HTML 54K
65: R4 Consolidated Statements of Income HTML 134K
66: R5 Consolidated Statements of Comprehensive Income HTML 68K
67: R6 Consolidated Statements of Comprehensive Income HTML 47K
(Parenthetical)
68: R7 Consolidated Statements of Cash Flows HTML 127K
69: R8 Consolidated Statements of Changes in Common HTML 93K
Stockholders' Investment
70: R9 Consolidated Statements of Changes in Common HTML 54K
Stockholders' Investment (Parenthetical)
71: R10 Description of Business Segments and Summary of HTML 176K
Significant Accounting Policies
72: R11 Recent Accounting Guidance HTML 57K
73: R12 Credit Losses HTML 49K
74: R13 Business Combinations HTML 45K
75: R14 Goodwill and Other Intangible Assets HTML 207K
76: R15 Selected Current Liabilities HTML 84K
77: R16 Long-Term Debt and Other Financing Arrangements HTML 320K
78: R17 Leases HTML 276K
79: R18 Preferred Stock HTML 46K
80: R19 Accumulated Other Comprehensive Income HTML 145K
81: R20 Stock-Based Compensation HTML 213K
82: R21 Computation of Earnings Per Share HTML 117K
83: R22 Income Taxes HTML 350K
84: R23 Retirement Plans HTML 1.33M
85: R24 Business Segments and Disaggregated Revenue HTML 488K
86: R25 Supplemental Cash Flow Information HTML 77K
87: R26 Guarantees and Indemnifications HTML 46K
88: R27 Commitments HTML 159K
89: R28 Contingencies HTML 53K
90: R29 Valuation and Qualifying Accounts HTML 169K
91: R30 Description of Business Segments and Summary of HTML 231K
Significant Accounting Policies (Policies)
92: R31 Description of Business Segments and Summary of HTML 78K
Significant Accounting Policies (Tables)
93: R32 Goodwill and Other Intangible Assets (Tables) HTML 205K
94: R33 Selected Current Liabilities (Tables) HTML 83K
95: R34 Long Term Debt and Other Financing Arrangements HTML 285K
(Tables)
96: R35 Leases (Tables) HTML 274K
97: R36 Accumulated Other Comprehensive Income (Tables) HTML 146K
98: R37 Stock-Based Compensation (Tables) HTML 210K
99: R38 Computation of Earnings Per Share (Tables) HTML 116K
100: R39 Income Taxes (Tables) HTML 338K
101: R40 Retirement Plans (Tables) HTML 1.30M
102: R41 Business Segments and Disaggregated Revenue HTML 471K
(Tables)
103: R42 Supplemental Cash Flow Information (Tables) HTML 76K
104: R43 Commitments (Tables) HTML 155K
105: R44 Valuation and Qualifying Accounts (Tables) HTML 168K
106: R45 Description of Business Segments and Summary of HTML 151K
Significant Accounting Policies - Additional
Information (Details)
107: R46 Description of Business Segments and Summary of HTML 63K
Significant Accounting Policies - Schedule of
Depreciable Lives and Net Book Value of Our
Property and Equipment (Details)
108: R47 Credit Losses - Additional Information (Details) HTML 46K
109: R48 Business Combinations - Additional Information HTML 45K
(Details)
110: R49 Goodwill and Other Intangible Assets - Schedule of HTML 79K
Goodwill (Details)
111: R50 Goodwill and Other Intangible Assets - Additional HTML 53K
Information (Details)
112: R51 Goodwill and Other Intangible Assets - Schedule of HTML 57K
Identifiable Intangible Assets (Details)
113: R52 Goodwill and Other Intangible Assets - Schedule of HTML 53K
Finite Lived Intangible Assets Future Amortization
Expense (Details)
114: R53 Selected Current Liabilities - Components of HTML 63K
Selected Current Liability Captions (Details)
115: R54 Long-term Debt and Other Financing Arrangements - HTML 132K
Components of Long-term Debt (Net of Discounts and
Debt Issuance Costs) (Details)
116: R55 Long-term Debt and Other Financing Arrangements - HTML 146K
Additional Information (Details)
117: R56 Long-term Debt and Other Financing Arrangements - HTML 69K
Scheduled Principal Payments on Long-Term Debt
Maturities (Details)
118: R57 Leases - Summary of Components of Net Lease Cost HTML 59K
(Details)
119: R58 Leases - Schedule of Supplemental Cash Flow HTML 53K
Information Related to Leases (Details)
120: R59 Leases - Schedule of Supplemental Balance Sheet HTML 80K
Information Related to Leases (Details)
121: R60 Leases - Additional Information (Details) HTML 52K
122: R61 Leases - Summary of Future Minimum Lease Payments, HTML 111K
Operating and Finance Leases (Details)
123: R62 Preferred Stock - Additional Information (Details) HTML 48K
124: R63 Accumulated Other Comprehensive Income - Schedule HTML 76K
of Changes in Accumulated Other Comprehensive
Income (Loss) (Details)
125: R64 Accumulated Other Comprehensive Income - HTML 53K
Reclassification Out of Accumulated Other
Comprehensive Income (Loss) (Details)
126: R65 Stock-Based Compensation - Stock-based HTML 44K
Compensation Expense (Details)
127: R66 Stock-Based Compensation - Additional Information HTML 66K
(Details)
128: R67 Stock-Based Compensation - Schedule of Stock Based HTML 57K
Compensation Key Assumptions for Valuation
(Details)
129: R68 Stock-Based Compensation - Schedule of Stock HTML 98K
Option Activity (Details)
130: R69 Stock-Based Compensation - Schedule of Vested and HTML 66K
Unvested Restricted Stock (Details)
131: R70 Stock-Based Compensation - Schedule of Stock HTML 46K
Option Vesting (Details)
132: R71 Computation of Earnings Per Share - Schedule of HTML 77K
Basic and Diluted Earnings per Common Share
(Details)
133: R72 Income Taxes - Schedule of Components of Provision HTML 70K
for Income Taxes (Details)
134: R73 Income Taxes - Additional Information (Details) HTML 85K
135: R74 Income Taxes - Schedule of Reconciliation of Total HTML 77K
Income Tax Expense and Amount Computed by
Statutory Federal Income Tax Rate to Income Before
Income Taxes (Details)
136: R75 Income Taxes - Schedule of Significant Components HTML 65K
of Deferred Tax Assets and Liabilities (Details)
137: R76 Income Taxes - Schedule of Net Deferred Tax HTML 49K
Liabilities (Details)
138: R77 Income Taxes - Reconciliation of Beginning and HTML 56K
Ending Amount of Unrecognized Tax Benefits
(Details)
139: R78 Retirement Plans - Schedule of Retirement Plan HTML 51K
Costs (Details)
140: R79 Retirement Plans - Schedule of MTM Adjustments HTML 56K
(Details)
141: R80 Retirement Plans - Additional Information HTML 92K
(Details)
142: R81 Retirement Plans - Schedule of Weighted Average HTML 70K
Actuarial Assumptions Used to Determine the
Benefit Obligations and Net Periodic Benefit Cost
of our Plans (Details)
143: R82 Retirement Plans - Schedule of Weighted-Average HTML 169K
Asset Allocations for U.S Pension Plans and
International Pension Plans (Details)
144: R83 Retirement Plans - Schedule of Change in Fair HTML 62K
Value of Level 3 Assets (Details)
145: R84 Retirement Plans - Reconciliation of Changes In HTML 132K
Pension And Postretirement Healthcare Plans
Benefit Obligations And Fair Value Of Assets
(Details)
146: R85 Retirement Plans - Schedule of Components of HTML 60K
Pension Plans (Details)
147: R86 Retirement Plans - Schedule of Fair Value of Plan HTML 67K
Assets for Pension Plans with a PBO or ABO in
Excess of Plan Assets (Details)
148: R87 Retirement Plans - Schedule of Pension Plans HTML 48K
Contributions (Details)
149: R88 Retirement Plans - Schedule of Net Periodic HTML 70K
Benefit Cost (Details)
150: R89 Retirement Plans - Schedule of Expected Future HTML 64K
Benefit Payments (Details)
151: R90 Business Segments and Disaggregated Revenue - HTML 98K
Schedule of Segment Information (Details)
152: R91 Business Segments and Disaggregated Revenue - HTML 57K
Schedule of Segment Information (Parenthetical)
(Details)
153: R92 Business Segments and Disaggregated Revenue - HTML 100K
Schedule of Revenue by Service Type (Details)
154: R93 Business Segments and Disaggregated Revenue - HTML 75K
Schedule of Geographical Information (Details)
155: R94 Supplemental Cash Flow Information - Supplemental HTML 51K
Cash Flow (Details)
156: R95 Commitments - Schedule of Purchase Commitments HTML 67K
(Details)
157: R96 Commitments - Additional Information (Details) HTML 49K
158: R97 Commitments - Schedule of Aircraft Purchase HTML 63K
Commitments (Details)
159: R98 Contingencies - Additional Information (Details) HTML 56K
160: R99 Valuation and Qualifying Accounts (Details) HTML 61K
163: XML IDEA XML File -- Filing Summary XML 242K
161: XML XBRL Instance -- fdx-20220531_htm XML 9.47M
162: EXCEL IDEA Workbook of Financial Reports XLSX 257K
58: EX-101.CAL XBRL Calculations -- fdx-20220531_cal XML 337K
60: EX-101.DEF XBRL Definitions -- fdx-20220531_def XML 1.06M
59: EX-101.LAB XBRL Labels -- fdx-20220531_lab XML 2.47M
61: EX-101.PRE XBRL Presentations -- fdx-20220531_pre XML 1.72M
57: EX-101.SCH XBRL Schema -- fdx-20220531 XSD 366K
164: JSON XBRL Instance as JSON Data -- MetaLinks 685± 1.13M
165: ZIP XBRL Zipped Folder -- 0000950170-22-012762-xbrl Zip 2.37M
| EX-10.52 |
Exhibit 10.52
INFORMATION IN THIS EXHIBIT IDENTIFIED BY BRACKETS IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT FEDEX TREATS AS PRIVATE OR CONFIDENTIAL.
Supplemental Agreement No. 36
to
Purchase Agreement No. 3157
between
The Boeing Company
And
Federal Express Corporation
Relating to Boeing Model 777-FREIGHTER Aircraft
THIS SUPPLEMENTAL AGREEMENT No. 36 (SA-36), entered into as of June 1,_2022 by and between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);
W I T N E S S E T H:
A. WHEREAS, the parties entered into Purchase Agreement No. 3157, dated November 7, 2006 (Purchase Agreement), relating to the purchase and sale of certain Boeing Model 777-FREIGHTER Aircraft (Aircraft);
B. WHEREAS, Customer desires to reschedule the delivery month of six (6) Option Aircraft under Letter Agreement 6-1162-RRO-1062R2, Option Aircraft, to the Purchase Agreement as shown summarized in the table below;
| # |
Existing Delivery Month of Option Aircraft |
Existing Option Exercise Date |
Revised Delivery Month of Option Aircraft |
Revised Option Exercise Date |
||||
| 1 |
[*] | [*] | [*] | [*] | ||||
| 2 |
[*] | [*] | [*] | [*] | ||||
| 3 |
[*] | [*] | [*] | [*] | ||||
| 4 |
[*] | [*] | [*] | [*] | ||||
| 5 |
[*] | [*] | [*] | [*] | ||||
| 6 |
[*] | [*] | [*] | [*] |
| P.A. No. 3157 | 1
|
SA-36 | ||
| BOEING PROPRIETARY |
| * | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. |
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree to supplement the Purchase Agreement as follows:
All terms used herein and in the Purchase Agreement, and not defined herein, shall have the same meaning as in the Purchase Agreement.
1. The Table of Contents is hereby deleted in its entirety and replaced with the revised Table of Contents, attached hereto and incorporated into the Purchase Agreement to reflect the changes made by this SA-36.
2. Letter Agreement No. 6-1162-RRO-1062R2, entitled Option Aircraft, is hereby deleted in its entirety and replaced with Letter Agreement 6-1162-RRO-1062R3, Option Aircraft, including the associated attachment, attached hereto, to reflect the revised delivery dates and revised option exercise dates of six (6) Option Aircraft described in Recital Paragraph B above. For the avoidance of doubt, Boeing and Customer acknowledge and agree that the rescheduling of the six (6) Option Aircraft described in Recital Paragraph B above is not made pursuant to paragraph 4.2 of Letter Agreement 6-1162-RRO-1062R2, Option Aircraft, and accordingly, [*]. Boeing and Customer further agree that, notwithstanding the reschedule, the Option Aircraft described in Recital Paragraph B will retain the performance guarantees set forth in 6-1162-RRO-1065, Performance Guarantees for Block B Aircraft.
3. Letter Agreement No 6-1162-RRO-1067R3 entitled Special Matters for Options as detailed in Letter Agreement 6-1162-RRO-1062R2, is hereby deleted in its entirety and replaced with Letter Agreement No. 6-1162-RRO-1067R4, entitled Special Matters for Options as detailed in Letter Agreement 6-1162-RRO-1062R3, attached hereto, to reflect the letter agreement revision described in Article 2 above.
4. This SA-36 to the Purchase Agreement shall not be effective unless executed and delivered by the parties on or prior to June 30, 2022.
5. References in the Purchase Agreement and any supplemental agreements and associated letter agreements to letter agreements listed in the left column of the below table shall be deemed to refer to the corresponding letter agreement listed in the right column of the below table.
| Reference |
Replacement Reference |
|||
| 6-1162-RRO-1062R2 | 6-1162-RRO-1062R3 | |||
| 6-1162-RRO-1067R3 | 6-1162-RRO-1067R4 |
| P.A. No. 3157 | 2
|
SA-36 | ||
| BOEING PROPRIETARY |
| * | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. |
EXECUTED as of the day and year first above written.
| FEDERAL EXPRESS CORPORATION | THE BOEING COMPANY | |||||
| By: | By: | |||||
| Name: | Name: | |||||
| Title: | Vice President |
Title: | Attorney-In-Fact |
|||
| P.A. No. 3157 | 3 | SA-36 | ||
| BOEING PROPRIETARY |
| ARTICLES |
SA NUMBER |
|||||
| 1. |
Quantity, Model and Description | |||||
| 2. |
Delivery Schedule | |||||
| 3. |
Price | |||||
| 4. |
Payment | |||||
| 5. |
Miscellaneous | |||||
| TABLES | ||||||
| 1. |
Aircraft Information Table | 30 | ||||
| 1-A |
Block B Firm Aircraft Information Table | 31 | ||||
| 1-B |
Block B Conditional Firm Aircraft Information Table | 30 | ||||
| 1-C |
Block C Aircraft Information Table | 13 | ||||
| 1-C1 |
Block C Aircraft Information Table (MSN 39285) | 11 | ||||
| 1-C2 |
Block C Aircraft Information Table | 29 | ||||
| 1-D |
Block D Aircraft Information Table | 31 | ||||
| 1-E1 |
Block E Firm Aircraft Information Table (Block E1) | 34 | ||||
| 1-E2 |
Block E Conditional Firm and Firm Aircraft Information Table (Block E2) | 34 | ||||
| EXHIBITS | ||||||
| A. |
Aircraft Configuration | 4 | ||||
| A1. |
Aircraft Configuration (Block B Aircraft) | 4 | ||||
| A2. |
Aircraft Configuration (Block C Aircraft except MSN 39285) | 11 | ||||
| A3. |
Aircraft Configuration (Block C Aircraft w/ MSN 39285) | 11 | ||||
| A4. |
Aircraft Configuration (Block D Aircraft) | 12 | ||||
| A5. |
Aircraft Configuration (Block E Aircraft) | 30 | ||||
| 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 | 1
|
SA-36 | ||
| BOEING PROPRIETARY |
| LETTER AGREEMENT |
SA NUMBER |
|||
| 3157-01 | 777 Spare Parts Initial Provisioning | |||
| 3157-02 | Demonstration Flight Waiver | |||
| 6-1162-RCN-1785 | Demonstrated Compliance | |||
| 6-1162-RCN-1789 | Option Aircraft Attachment to Letter 6-1162-RCN-1789 | Exercised in SA # 4 |
||
| 6-1162-RCN-1790 | Special Matters | |||
| 6-1162-RCN-1791 | Performance Guarantees | 4 | ||
| 6-1162-RCN-1792 | Liquidated Damages Non-Excusable Delay | |||
| 6-1162-RCN-1793 | Open Configuration Matters | |||
| 6-1162-RCN-1795 | AGTA Amended Articles | |||
| 6-1162-RCN-1796 | 777 First-Look Inspection Program | |||
| 6-1162-RCN-1797 | Licensing and Customer Supplemental Type Certificates | |||
| 6-1162-RCN-1798 | 777 Boeing Converted Freighter | Deleted in SA # 4 |
||
| 6-1162-RCN-1798R1 | 777 Boeing Converted Freighter | 4 | ||
| 6-1162-RCN-1799R1 | [*] | 24 | ||
| 6-1162-RRO-1062R3 | Option Aircraft | 36 | ||
| Attachment to Letter 6-1162-RRO-1062R3 | 36 | |||
| 6-1162-RRO-1065 | Performance Guarantees for Block B Aircraft | 4 | ||
| 6-1162-RRO-1066R1 | Special Matters for Block B Aircraft | 22 | ||
| 6-1162-RRO-1067R4 | Special Matters for Option Aircraft detailed in Letter Agreement 6-1162-RRO-1062R3 | 36 | ||
| 6-1162-RRO-1068R1 | Special Provision – Block B and Block E2 Aircraft | 30 | ||
| FED-PA-LA-1000790R3 | Special Matters for Block C Aircraft | 20 | ||
| FED-PA-LA-1001683R2 | Special Matters for Block D Aircraft | 19 | ||
| 6-1162-RRO-1144R7 | [*] as related to SAs #8, #13 through #16, SA # 18 through SA #20 | 20 | ||
| 6-1162-SCR-137 | 777F Miscellaneous Matters | 20 | ||
| 6-1162-SCR-154 | [*] Letter | 22 | ||
| 6-1162-SCR-155 | [*] Engine Hard Mount Letter | 22 | ||
| 6-1162-SCR-186 | [*], Non-Isolated Engine Mounts Letter | 23 | ||
| 6-1162-SCR-193R1 | [*] Matters and [*] Special Matters | 30 |
| P.A. No. 3157 | 2
|
SA-36 | ||
| BOEING PROPRIETARY |
| * | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. |
| LETTER AGREEMENT (Con’t) |
SA NUMBER |
|||||
| 6-1162-LKJ-0726 | [*] – SA-24 Accelerated Block B Aircraft | 24 | ||||
| 6-1162-LKJ-0737R1 | Special Matters – SA-26 Accelerated Block C Aircraft | 29 | ||||
| 6-1162-LKJ-0758 | Special Matters – SA-27 Accelerated Block B Aircraft | 27 | ||||
| 6-1162-LKJ-0768 | Special Matters – SA-28 Accelerated Aircraft | 28 | ||||
| 6-1162-LKJ-0766 | Special Matters – SA-29 Accelerated Aircraft | 29 | ||||
| 6-1162-LKJ-0767 | Special Considerations – SA-29 | 29 | ||||
| FED-PA-3157-LA-1802894 | Special Matters for Block E Aircraft | 30 | ||||
| 6-1169-LKJ-0776 | SA-30 Option Aircraft | 30 | ||||
| 6-1169-LKJ-0777 | Special Matters – SA-30 Option Aircraft | 30 | ||||
| 6-1169-LKJ-0778R1 | SA-30 and SA-32 [*] Matters | 32 | ||||
| FED-PA-3157-LA-2000906 | [*] as related to SA-32 and SA-14 | 32 | ||||
| FED-PA-3157-LA-1902776R1 | Revisions to the Detailed Specification and Associated Unincorporated Changes Pricing for 777F Aircraft | 33 | ||||
| FED-PA-3157-LA-2104529 | Revision of Certain 777 Option Aircraft | 34 | ||||
| P.A. No. 3157 | 3
|
SA-36 | ||
| BOEING PROPRIETARY |
| * | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. |
| SUPPLEMENTAL AGREEMENTS |
DATED AS OF: |
|
| Supplemental Agreement No. 1 | May 12, 2008 | |
| Supplemental Agreement No. 2 | July 14, 2008 | |
| Supplemental Agreement No. 3 | December 15, 2008 | |
| Supplemental Agreement No. 4 | January 9, 2009 | |
| Supplemental Agreement No. 5 | January 11, 2010 | |
| Supplemental Agreement No. 6 | March 17, 2010 | |
| Supplemental Agreement No. 7 | March 17, 2010 | |
| Supplemental Agreement No. 8 | April 30, 2010 | |
| Supplemental Agreement No. 9 | June 18, 2010 | |
| Supplemental Agreement No. 10 | June 18, 2010 | |
| Supplemental Agreement No. 11 | August 19, 2010 | |
| Supplemental Agreement No. 12 | September 3, 2010 | |
| Supplemental Agreement No. 13 | August 27, 2010 | |
| Supplemental Agreement No. 14 | October 25, 2010 | |
| Supplemental Agreement No. 15 | October 29, 2010 | |
| Supplemental Agreement No. 16 | January 31, 2011 | |
| Supplemental Agreement No. 17 | February 14, 211 | |
| Supplemental Agreement No. 18 | March 31, 2011 | |
| Supplemental Agreement No. 19 | October 27, 2011 | |
| Supplemental Agreement No. 20 | December 14, 2011 | |
| Supplemental Agreement No. 21 | June 29, 2012 | |
| Supplemental Agreement No. 22 | December 11, 2012 | |
| Supplemental Agreement No. 23 | December 10, 2013 | |
| Supplemental Agreement No. 24 | May 4, 2016 | |
| Supplemental Agreement No. 25 | June 10, 2016 |
| P.A. No. 3157 | 4
|
SA-36 | ||
| BOEING PROPRIETARY |
| SUPPLEMENTAL AGREEMENTS (Con’t) |
DATED AS OF: |
|
| Supplemental Agreement No. 26 | February 10, 2017 | |
| Supplemental Agreement No. 27 | October 12, 2017 | |
| Supplemental Agreement No. 28 | January 28, 2018 | |
| Supplemental Agreement No. 29 | February 2, 2018 | |
| Supplemental Agreement No. 30 | June 18, 2018 | |
| Supplemental Agreement No. 31 | September 14, 2018 | |
| Supplemental Agreement No. 32 | February 28, 2020 | |
| Supplemental Agreement No. 33 | December 30, 2020 | |
| Supplemental Agreement No. 34 | October 13, 2021 | |
| Supplemental Agreement No. 35 | December 10, 2021 | |
| Supplemental Agreement No. 36 | June 1, 2022 |
| P.A. No. 3157 | 5
|
SA-36 | ||
| BOEING PROPRIETARY |
| |
The Boeing Company P.O. Box 3707 |
6-1162-RRO-1062R3
Federal Express Corporation
3610 Hacks Cross
| Subject: | Option Aircraft | |
| 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) | |
This letter agreement (Letter Agreement) cancels and supersedes Letter Agreement No. 6-1162-RRO-1062R2 and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
Subject to the terms and conditions contained in this Letter Agreement, in addition to the Aircraft described in the Tables to the Purchase Agreement as of the date of execution of this Letter Agreement, Customer will have the option to purchase additional Model 777-FREIGHTER aircraft as option aircraft (Option Aircraft). The delivery months, number of aircraft, Advance Payment Base Price per Option Aircraft and advance payment schedule are listed in the Attachment to this Letter Agreement. The Airframe Price shown includes the Engine Price.
| 1. | Aircraft Description and Changes |
1.1 Option Aircraft Description: The Option Aircraft are described by the Detail Specification listed in the Attachment.
1.2 Changes: The Detail Specification of the Option Aircraft will be D019W007FED7F-1, Rev NEW, as revised to reflect:
| (i) | Changes that have been made to the Detail Specification of Customer’s Aircraft under the Purchase Agreement between the date of this letter and the time of Customer’s exercise of each option; |
| (ii) | Changes required to obtain required regulatory certificates; and |
| (iii) | Changes mutually agreed upon. |
1.3 [*]
| LA No. 6-1162-RRO-1062R3 | P.A. No. 3157 (SA-36) | |
| Option Aircraft | Page 1 | |
| BOEING PROPRIETARY | ||
| * | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. |
| 2. | Price |
2.1 The pricing elements of the Option Aircraft are listed in the Attachment.
2.2 Price Adjustments.
2.2.1 Changes. The price of the Option Aircraft will be adjusted to reflect changes discussed in paragraph 1.2 above, provided that the price for changes in 1.2 (ii) are subject to the terms of Section 3.2.2 of the AGTA [*].
2.2.2 Optional Features. Unless otherwise agreed by the parties, the Option Aircraft will contain the same Optional Features shown in Exhibit A2 to the Purchase Agreement, and the price of such Optional Features is shown in the Attachment hereto.
2.2.3 Escalation Adjustments. The Airframe Price and the price of Optional Features for Option Aircraft will be escalated on the same basis as the Aircraft.
| 3. | Payment. |
3.1 [*]
3.1.1. [*]
3.2 Following option exercise, advance payments in the amounts and at the dates pursuant to the appropriate advance payment schedule as set forth in the Attachment will be payable for the Option Aircraft. The remainder of the Aircraft Price for the Option Aircraft will be paid at the time of delivery.
4. Option Exercise.
4.1 Customer may exercise an option by giving written notice to Boeing on or before the date [*] prior to the delivery dates listed in the Attachment (Option Exercise Date). Upon option exercise, Boeing will have the right to adjust the scheduled delivery by [*].
| 4.1.1 | Notwithstanding Section 4.1 above, Customer and Boeing agree to revise the Option Exercise Date of six (6) Option Aircraft to [*], as summarized in Table A below: |
| LA No. 6-1162-RRO-1062R3 | P.A. No. 3157 (SA-36) | |
| Option Aircraft | Page 2 | |
| BOEING PROPRIETARY | ||
| * | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. |
Table A
| # |
Delivery Month of Option Aircraft |
Option Exercise Date | ||
| 1 |
[*] | [*] | ||
| 2 |
[*] | [*] | ||
| 3 |
[*] | [*] | ||
| 4 |
[*] | [*] | ||
| 5 |
[*] | [*] | ||
| 6 |
[*] | [*] |
4.2 [*]
| 5. | Contract Terms. |
Boeing and Customer will use their best efforts to amend the definitive agreement to add the exercised Option Aircraft as an Aircraft within 30 days following option exercise.
| 6. | Confidential Treatment. |
Customer understands that certain commercial and financial information contained in this Letter Agreement 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.
| Very truly yours, | ||
| THE BOEING COMPANY | ||
| By | ||
| Its | Attorney-In-Fact |
|
| ACCEPTED AND AGREED TO this | ||
| Date: | June 1 , 2022 | |
| FEDERAL EXPRESS CORPORATION | ||
| By | ||
| Its | Vice President |
|
| Attachment | ||
| LA No. 6-1162-RRO-1062R3 | P.A. No. 3157 (SA-36) | |
| Option Aircraft | Page 3 | |
| BOEING PROPRIETARY | ||
| * | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. |
| |
The Boeing Company P.O. Box 3707 |
6-1162-RRO-1067R4
Federal Express Corporation
3131 Democrat Road
| Subject: | Special Matters for Option Aircraft detailed in Letter Agreement 6-1162-RRO-1062R3 | |
| References: | A) 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) | |
| B) Letter Agreement 6-1162-RRO-1062R3 Option Aircraft | ||
This letter agreement (Letter Agreement) cancels and supersedes Letter Agreement 6-1162-RRO-1067R3 and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
| 1. | [*] |
[*]
| 2. | [*] |
[*]
| 3. | [*] |
[*]
| 4. | [*] |
[*]
| 5. | [*] |
[*]
| 6. | INCREMENTAL AIRCRAFT COMMITMENT [*]. |
[*]
| 6-1162-RRO-1067R4 | P.A. No. 3157 (SA-36) | |
| Page 1 | ||
| BOEING PROPRIETARY | ||
| * | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. |
| 7. | ADVANCE PAYMENT SETOFF RIGHTS |
Customer agrees that if it defaults on any monetary obligation under the Purchase Agreement and has failed to cure such default within five (5) calendar days of receiving written notice from Boeing, then Boeing may apply any/all advance payments paid by Customer to cure, in part or in whole, any default made with respect to any Aircraft or other obligation in the Purchase Agreement. In the event that Boeing exercises such setoff rights and applies any advance payments to cure any such default by Customer with respect to an Aircraft or other obligation in the Purchase Agreement, Boeing will be entitled to require Customer to replace within ten days of written notice, the amount of advance payments applied to cure such default such that the total amount of advance payments will be restored to the aggregate amount of advance payments owed at that time by Customer.
| 8. | [*] |
[*]
| 9. | [*] |
[*]
| 10. | [*] |
[*]
| 11. | ASSIGNMENT |
The [*] described in this Letter Agreement are [*] to Customer in consideration of Customer becoming the operator of the Option Aircraft, and cannot be assigned, in whole or in part, without the prior written consent of The Boeing Company.
| 12. | PUBLIC ANNOUNCEMENT |
Notwithstanding the terms in the Purchase Agreement, neither Party shall in any manner advertise or make any public statement regarding Customer’s purchase of the Option Aircraft without the prior written consent of the other Party. Neither Party shall disclose any details of this Agreement to any third party except as may be authorized in writing by an authorized officer of the other Party.
| * | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. |
| 6-1162-RRO-1067R4 | P.A. No. 3157 (SA-36) | |
| Page 2 | ||
| BOEING PROPRIETARY | ||
| 13. | 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.
If the foregoing correctly sets forth your understanding of our agreement with respect to matters described above, please indicate your acceptance and approval below.
| Very truly yours, | ||
| THE BOEING COMPANY | ||
| By | ||
| Its | Attorney-In-Fact |
|
| ACCEPTED AND AGREED TO this | ||
| Date: | June 1, 2022 | |
| FEDERAL EXPRESS CORPORATION | ||
| By | ||
| Its | Vice President |
|
Omitted Attachments
Certain attachments to this exhibit regarding delivery and pricing of certain B777F aircraft manufactured by The Boeing Company for FedEx have been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally copies of these attachments to the Securities and Exchange Commission or its staff upon request.
| 6-1162-RRO-1067R4 | P.A. No. 3157 (SA-36) | |
| Page 3 | ||
| BOEING PROPRIETARY | ||
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 7/18/22 | |||
| 6/30/22 | 4 | |||
| 6/1/22 | 8-K | |||
| For Period end: | 5/31/22 | |||
| 12/10/21 | ||||
| 10/13/21 | ||||
| 12/30/20 | ||||
| 2/28/20 | ||||
| 9/14/18 | ||||
| 6/18/18 | 8-K | |||
| 2/2/18 | ||||
| 1/28/18 | ||||
| 10/12/17 | ||||
| 2/10/17 | SC 13G/A | |||
| 6/10/16 | 8-K | |||
| 5/4/16 | ||||
| 12/10/13 | 3, 4, 8-K | |||
| 12/11/12 | ||||
| 6/29/12 | 8-K | |||
| 12/14/11 | ||||
| 10/27/11 | ||||
| 3/31/11 | 4 | |||
| 1/31/11 | ||||
| 10/29/10 | ||||
| 10/25/10 | ||||
| 9/3/10 | ||||
| 8/27/10 | ||||
| 8/19/10 | ||||
| 6/18/10 | ||||
| 4/30/10 | 8-K | |||
| 3/17/10 | ||||
| 1/11/10 | ||||
| 1/9/09 | 8-K | |||
| 12/15/08 | ||||
| 7/14/08 | ||||
| 5/12/08 | ||||
| 11/7/06 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/16/23 Sisters of St Franc… Philadelphia PX14A6G 8/16/23 1:29K FedEx Corp. Securex Filings/FA 7/17/23 FedEx Corp. 10-K 5/31/23 120:33M Donnelley … Solutions/FA 11/14/22 Gladstone Capital Corp. 10-K 9/30/22 22:56M 9/22/22 FedEx Corp. S-8 9/22/22 6:228K Donnelley … Solutions/FA 9/22/22 FedEx Corp. 10-Q 8/31/22 61:10M Donnelley … Solutions/FA 9/09/22 Northstar Asset Management Inc. PX14A6G 9/09/22 1:239K FedEx Corp. Securex Filings/FA |