UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

 

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

For the fiscal year ended May 31, 2013.2015.

OR

 

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

For the transition period from                    to                    .

Commission file number 1-15829

FEDEX CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Delaware 62-1721435

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

942 South Shady Grove Road, Memphis, Tennessee 38120
(Address of Principal Executive Offices) (ZIP Code)

Registrant’s telephone number, including area code:(901) 818-7500

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

Common Stock, par value $0.10 per share New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yesþ No¨

Indicate by check mark if the Registrant is not required to file reports pursuant to Rule 13 or Section 15(d) of the Exchange Act. Yes¨ Noþ

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. Yesþ No¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site,website, if any, every Interactive Date 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). Yesþ No¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.þ

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 filerþ

 Accelerated filer¨ Non-accelerated filer¨ Smaller reporting company ¨
             (Do(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¨ Noþ

The aggregate market value of the common stock held by non-affiliates of the Registrant, computed by reference to the closing price as of the last business day of the Registrant’s most recently completed second fiscal quarter, November 30, 2012,2014, was approximately $26.3$46.8 billion. The Registrant has no non-voting stock.

As of July 12, 2013, 316,584,46510, 2015, 282,430,208 shares of the Registrant’s common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive proxy statement to be delivered to stockholders in connection with the 20132015 annual meeting of stockholders to be held on September 23, 201328, 2015 are incorporated by reference in response to Part III of this Report.

 

 

 


TABLE OF CONTENTS

 

   Page 
PART I  

ITEM 1. Business

   3  

ITEM 1A. Risk Factors

   23  

ITEM 1B. Unresolved Staff Comments

   23  

ITEM 2. Properties

   2324  

ITEM 3. Legal Proceedings

   2827  

ITEM 4. Mine Safety Disclosures

   28  

Executive Officers of the Registrant

   28  
PART II  

ITEM  5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

   31  

ITEM 6. Selected Financial Data

   3132  

ITEM 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition

   3132  

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

   3132  

ITEM 8. Financial Statements and Supplementary Data

   3132  

ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

   32  

ITEM 9A. Controls and Procedures

   32  

ITEM 9B. Other Information

   32  
PART III  

ITEM 10. Directors, Executive Officers and Corporate Governance

   33  

ITEM 11. Executive Compensation

   33  

ITEM  12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

   33  

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

   33  

ITEM 14. Principal Accountant Fees and Services

   33  
PART IV  

ITEM 15. Exhibits, Financial Statement Schedules

   34  
FINANCIAL SECTION  

Table of Contents

   37  

Management’s Discussion and Analysis

   39  

Consolidated Financial Statements

   8291  

Other Financial Information

   132142  

- 1 -


EXHIBITS  

Exhibit Index

   E-1  

Exhibit 10.52

Exhibit 10.5310.75

Exhibit 10.73

Exhibit 12

Exhibit 18

Exhibit 21

Exhibit 23

Exhibit 24

Exhibit 31.1

Exhibit 31.2

Exhibit 32.1

Exhibit 32.2

EX-101 INSTANCE DOCUMENT

EX-101 SCHEMA DOCUMENT

EX-101 CALCULATION LINK BASE DOCUMENT

EX-101 DEFINITIONS LINK BASE DOCUMENT

EX-101 LABELS LINK BASE DOCUMENT

EX-101 PRESENTATION LINK BASE DOCUMENT

- 2 -


PART I

ITEM 1. BUSINESS

ITEM 1.BUSINESS

Overview

FedEx Corporation (“FedEx”) provides a broad portfolio of transportation, e-commerce and business services through companies competing collectively, operating independently and managed collaboratively, under the respected FedEx brand. These companies are included in four business segments:

 

 

FedEx Express: Federal Express Corporation (“FedEx Express”) is the world’s largest express transportation company, offering time-certaintime-definite delivery to more than 220 countries and territories, connecting markets that comprise more than 90% of the world’s gross domestic product. The FedEx Express segment also includes FedEx Trade Networks, Inc. (“FedEx Trade Networks”), which provides international trade services, specializing in customs brokerage and global ocean and air freight forwarding, and FedEx SupplyChain Systems, Inc. (“FedEx SupplyChain Systems”), which offers a range of supply chain solutions, and Bongo International, LLC (“Bongo”), which is a leader in cross-border enablement technology and solutions.

 

 

FedEx Ground: FedEx Ground Package System, Inc. (“FedEx Ground”) is a leading North American provider of small-package ground delivery services. FedEx Ground provides low-cost, day-certain service to everyany business address in the United StatesU.S. and Canada, as well as residential delivery to nearly 100% of U.S. residences through its FedEx Home Delivery service. The FedEx Ground segment also includes FedEx SmartPost, Inc. (“FedEx SmartPost”), which specializes in the consolidation and delivery of high volumes of low-weight, less time-sensitive business-to-consumer packages using the U.S. Postal Service (“USPS”) for final delivery to any residential address or PO Box in the United States.U.S., and GENCO Distribution System, Inc. (“GENCO”), which is a leading North American third-party logistics provider.

 

 

FedEx Freight: FedEx Freight, Inc. (“FedEx Freight”) is a leading North AmericanU.S. provider of less-than-truckload (“LTL”) freight services across all lengths of haul, offering: FedEx Freight Priority, when speed is critical to meet supply chain needs; and FedEx Freight Economy, when time can be traded for cost savings. The FedEx Freight segment also offers freight delivery service to most points in Canada, Mexico, Puerto Rico and the U.S. Virgin Islands, and includes FedEx Custom Critical, Inc. (“FedEx Custom Critical”), a leading North American provider of time-specific, critical shipment services.

 

 

FedEx Services: FedEx Corporate Services, Inc. (“FedEx Services”) provides our other companies with sales, marketing, information technology, communications and back-office support. The FedEx Services segment also includes FedEx TechConnect, Inc. (“FedEx TechConnect”), which is responsible for customer service, billings and collections for our U.S. customers and offers technical support services, and FedEx Office and Print Services, Inc. (“FedEx Office”), which provides document and business services and retail access to our package transportation businesses.

For financial information concerning our reportable business segments, refer to the accompanying financial section, which includes management’s discussion and analysis of results of operations and financial condition and our consolidated financial statements.

- 3 -


Our Web sitewebsite is located atfedex.com. Detailed information about our services, e-commerce tools and solutions, and citizenship efforts can be found on our Web site.website. In addition, we make our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to such reports available, free of charge, through our Web site,website, as soon as reasonably practicable after they are filed with or furnished to the SEC. These and other SEC filings are available through theThe Investor Relations page of our Web site,website,http://investors.fedex.com., contains a significant amount of information about FedEx, including our SEC filings and financial and other information for investors. The information that FedEx posts on its Investor Relations website could be deemed to be material information. FedEx encourages investors, the media and others interested in the company to visit this website from time to time, as information is updated and new information is posted. The information on our Web site,website, however, is not incorporated by reference in, and does not form part of, this Annual Report on Form 10-K.

Except as otherwise specified, any reference to a year indicates our fiscal year ended May 31 of the year referenced.

Strategy

FedEx was incorporated in Delaware on October 2, 1997 to serve as the parent holding company and provide strategic direction to the FedEx portfolio of companies. We intend to continue leveraging and extending the FedEx brand and providing our customers with convenient, seamless access to our entire portfolio of integrated services.

We believe that sales and marketing activities, as well as the information systems that support the extensive automation of our delivery services, are functions that are best coordinated across operating companies. Through the use of advanced information systems that connect the FedEx companies, we make it convenient for customers to use the full range of FedEx services. We believe that seamless information integration is critical to obtain business synergies from multiple operating units. For example, our Web site,  website,fedex.com, provides a single point of contact for our customers to access FedEx Express, FedEx Ground and FedEx Freight shipping, pick-up,pickup, shipment tracking, customer service and invoicing information, as well as FedEx Office services. Similarly, by making one call to FedEx Expedited Freight Services, our customers can quickly and easily evaluate surface and air freight shipping options available from FedEx Express, FedEx Freight and FedEx Custom Critical in order to select the service best meeting their needs. Through this one point of contact, customers can select from a broad range of freight services, based on their pickup and deliverypickup-and-delivery requirements, time sensitivity and the characteristics of the products being shipped. Also, we have integrated our LTL and parcel sales teams to enhance the effectiveness of our sales efforts and provide additional simplicity for our customers.

We manage our business as a portfolio — in the long-term best interest of the enterprise, not a particular operating company. As a result, we base decisions on capital investment, expansion of delivery, information technology and retail networks, and service additions or enhancements on achieving the highest overall long-term return on capital for our business as a whole. For each FedEx company, we focus on making appropriate investments in the technology and assets necessary to optimize our long-term earnings performance and cash flow. As an example ofWe are also focused on increasing returns to our commitment to managing collaboratively, allstockholders, as evidenced by the recent increase in our management incentive compensation programs across the enterprise are tied to the performance of FedEx as a whole.quarterly dividend.

While we have increased our emphasis on competing collectively and managing collaboratively, we continue to believe that operating independent networks, each focused on its own respective markets, results in optimal service quality, reliability and profitability from each business unit. Each FedEx company focuses exclusively on the market sectors in which it has the most expertise and can be independently enhanced and managed to provide outstanding service to our customers. Each company’s operations, cost structure and culture are designed to serve the unique customer demands of a particular market segment and as a result, we are able to adapt our networks in response to changing needs.

Our “compete collectively, operate independently, manage collaboratively” strategy also provides flexibility in sizing our various operating companies to align with varying macro-economic conditions and customer demand for the market segments in which they operate, allowing us to leverage and manage

- 4 -


change. Volatility and uncertainty have become the norms in the global transportation market, and we are able to use our flexibility to accommodate changing conditions in the global economy. For example, in response to sluggish economic growth, in 2013 we recently retired from service 10 aircraft and related engines and shortened the depreciable lives of an additional 76 aircraft and related engines. In addition,2014, we have decreasedbegan replacing some of our retired aircraft with the more efficient, lower-emission Boeing 767-300 Freighter aircraft (“B767F”). The B767F is approximately 30% more fuel efficient and has unit operating costs that are more than 20% lower than the MD10 aircraft it is replacing. In 2015, to continue rationalizing capacity between Asia and modernizing our aircraft fleet to more effectively serve customers, we retired an additional 15 aircraft and 21 related engines and adjusted the United States.retirement schedule of 23 aircraft and 57 engines.

At the same time, we continue to expand network capacity at our growing and highly successful FedEx Ground segment. Strategic management of the FedEx Ground business resulted in higher yields and volumes boosted by e-commerce and market share gains from continued growth in our FedEx Home Delivery service in 2013.segment where we continue to boost package volumes.

The following four trends have driven world commerce and shaped the global marketplace, and we believe they will continue to do so over the long term:

 

 

Globalization: As the world’s economy has become more fully integrated, companies are sourcing and selling globally. With customers in more than 220 countries and territories, we facilitate this supply chain through our global reach, delivery services and information capabilities. Despite the recent slow-down in global trade growth, we continue to believe that globalization will drive international volume growth over the long term.

 

 

Supply Chain Acceleration: While the growth of global trade has slowed, companies of all sizes continue to depend on the delivery of just-in-time inventory to help them compete. We have taken advantage of the move toward more efficient supply chains by helping customers obtain more visibility into their supply chains and near real-time information to manage inventory in motion, thereby reducing overhead and obsolescence and speeding time-to-market.

 

 

Increase in High-Tech and High-Value-Added Businesses: High-tech and high-value-added goods have increased as a percentage of total economic output, and our various operating companies offer a unique menu of services to fit virtually all shipping needs of high-tech and high-value-added industries.

 

 

Growth of E-Commerce: E-commerce acts ascontinues to be a catalyst for the other three trends and is a vital growth engine for businesses, as the Internet is increasingly being used to purchase goods and services. Through our global transportation and technology networks, we contribute to and benefit from the growth of e-commerce.

These trends have produced an unprecedented expansion of customer access — to goods, services and information. Through our global transportation, information technology and retail networks, we help to make this access possible. We continue to position our companies to facilitate and capitalize on this access and move towardto achieve stronger long-term growth, productivity and profitability. To this end, we are investing in long-term strategic projects focused on expanding and modernizing our global networks to accommodate future volume growth and increase customer convenience, such as investments in B777FBoeing 777-300 Freighter (“B777F”) and B767F aircraft. We also continue to broaden and more effectively bundle our portfolio of services in response to the needs and desires of our customers. For example, sinceduring 2015, we:

Entered into an agreement to acquire TNT Express N.V. (“TNT Express”), which will allow us to more quickly broaden our portfolio of international transportation solutions to take advantage of market trends, especially the beginningcontinuing growth in e-commerce.

Made the strategic acquisition of 2013, we:Bongo, a leader in cross-border enablement technologies and solutions, which has capabilities that complement and expand the FedEx portfolio of offerings important to the rapidly growing global e-commerce market.

- 5 -


Made the strategic acquisition of GENCO, a leading North American third-party logistics provider, allowing us to expand our service offerings in the growing e-commerce marketplace.

 

Continued to reduce transit times and provide a better pickup experience within FedEx Ground’s growing and highly profitable network.

 

Made strategic acquisitions in Poland, FranceLaunched FedEx Global Returns, a shipping solution designed to simplify the worldwide returns process via FedEx Express and Brazil,FedEx Ground, enhancing customers’ ability to manage their returns through editable return labels, customs documents and entered into agreements to acquire the businesses operated by our current service provider in five countries in Southern Africa, which are giving and will give us more robust transportation networks in these countries and added capabilities in these important international markets.

Continued to execute our aggressive plan to expand the global freight forwarding presence of FedEx Trade Networks — by opening additional facilities (over 140 freight forwarding offices are now open), including in Glasgow, Scotland, Bangkok, Thailand, Rio de Janeiro, Brazil, Guadalajara and Monterrey, Mexico, and Dublin, Ireland, and establishing new alliances throughout the world.flexible return destinations.

 

Introduced enhancements toMarked significant milestones in our FedEx Express European business, including 30 years of service in the FedEx Deep Frozen Shipping SolutionGerman market, the successful integration of Opek Sp. z o.o. in Poland, which was acquired in 2012, and expansion into the Nordic market through a new facility that offer more optionsis being built at Copenhagen Airport, Denmark, which will serve as a gateway for inbound and broader access to the end-to-end service that helps customers move temperature-sensitive samplesoutbound shipments for Denmark, Finland, Norway and specimens around the world using an innovative liquid nitrogen dry vapor technology that maintains a temperature below -150 degrees Celsius for up to 10 days.Sweden.

 

ExpandedEnhanced service offerings at FedEx Office through: FedEx Pack Plus, an in-store packing solution where specially trained FedEx Office pack and ship professionals can help pack items that will not fit into typical boxes; and the availabilityexpansion of our sensor-based SenseAware service, which providesthe range of professional print products available for commercial customers, with near real-time tracking of a package’s vital statistics within the in-transit supply chain or stationary inventory monitoring, to international markets in Canada, the United Kingdom, Australia and Singapore, all the while adding new capabilities to provide customers with greater flexibilitysmall businesses and reach.

Continued to utilizeconsumers through FedEx Freight’s expertise in technology and operational excellence under the unified LTL network to provide a powerful value proposition to customers.Office retail locations.

Business RealignmentProfit Improvement Initiatives

During 2013, we saw a more challenging business environmentglobal economic conditions — particularly for FedEx Express as ongoing shifts from priority to deferred shipping services significantly impacted profitability. In response to these trends, in addition to the continued profit improvements in the base businesses at FedEx Ground and FedEx Freight, our profit improvement2013 we announced programs announced in 2013 are targeting annual profitability improvement of $1.6 billion atbillion. Our plans position FedEx Express byto exit 2016 with a run rate of $1.6 billion of additional operating profit from the end of 2016 (from the full yearthen 2013 base business). The plan identifies several things the company will do, including reducing our costs, modernizing our aircraft fleet as discussed above, adjusting our transportation networks to meet changing customer needs and remaining dedicated to our people and culture, which have made us what we are today. In the face of tepid global economic growth, shifting customer preferences and volatile fuel prices, we continue to adapt our networks, striking the right balance between volume and yield improvements.

More specifically,business. Our profit improvement programs include multiple initiatives, primarily across FedEx Express and FedEx Services, that are reducing our overall cost structure. For example,structure and enhancing the quality of our revenue.

In 2015 we made substantial progress in achieving our profit improvement goals. The FedEx Express segment has improved operating income by approximately 70% from 2013 with essentially flat revenue during the three-year period. FedEx Services has reduced its total expenses while investing in major information technology transformation projects. In addition, our incentive compensation programs have been gradually reinstated so that 2016 business plan objectives represent more fully funded compensation targets.

During 2014, we completed a voluntary program offering cash buyouts to eligible U.S.-based employees in certain staff functions, andfunctions. As a result of this program, approximately 3,600 employees either have left or will be leaving voluntarily by the end of 2014. company.

We are also streamlining support functions and eliminating redundant systems and processes. At the same time, in addition to modernizing our air fleet, we are transforming our U.S. domestic express network by closing and realigning regional and district facilities, reorganizing pickup and deliverypickup-and-delivery operations while maintaining our outstanding service levels, improving flight and crew scheduling, refining aircraft maintenance processes and improving fuel efficiency of our vehicle fleet.

Internationally, we are working to improve the quality of our international revenue as customers continue to make more economical choices in a low-growth global economy by moving the line-haullinehaul of certain slower-moving shipments to third-party transportation providers and better leveraging capacity within the FedEx Express international network through, for example, the reduction of flights to and from Asia. TheRecent international acquisitions discussed above will also help drive significant increases in international domestic revenues. Lastly, we are improving revenue quality by adding value for our customers with innovative and market-leading

- 6 -


solutions, expanding our small and medium-size customer base and adding services for vertical industries, such asincluding healthcare and aerospace.aerospace, and expanding our e-commerce service offerings. Our way forward is clear, as we continue to make FedEx an even leaner, more efficient business.

Reputation and Responsibility

By competing collectively under the FedEx brand, our operating companies benefit from one of the world’s most recognized brands. FedEx is one of the most trusted and respected companies in the world, and the FedEx brand name is a powerful sales and marketing tool. Among the many reputation awards we received during 2013,2015, FedEx ranked 10th12th inFORTUNE magazine’s “World’s Most Admired Companies” list — the 12th14th consecutive year we have been ranked in the top 20 on the list. Additionally, FedEx recently ranked 12th17th on the Reputation Institute’s “U.S Reputation Pulse”2015 “Most Reputable Companies in the U.S.” list, which measures the corporate reputations of the largest U.S. companies based on consumers’ trust, esteem, admiration and good feeling abouttowards a company. Lastly, in a 2012 survey of U.S. consumers conducted by the Reputation Institute and the Boston College Center for 2015 FedEx was again listed onCorporate Citizenship, FedEx placed 7th on theResponsibility Magazine’s “100 Best Corporate Social Responsibility Index (CSRI) 50 — a list of the most socially responsible companies in the United States.Citizens” list.

FedEx is well recognized as a leader, not only in the transportation industry and for technological innovation, but also in global citizenship. We understand that a sustainable global business is tied to our global citizenship, and we are committed to connecting the world responsibly and resourcefully. Our latest published update to our global citizenship report is available athttp://csr.fedex.com. These reports describe how we think about our responsibilities in the area of global citizenship and include important goals and metrics that demonstrate our commitment to fulfilling these responsibilities.

Our People

Along with a strong reputation among customers and the general public, FedEx is widely acknowledged as a great place to work. In 2012,For instance, for the past four years, since its inaugural release, FedEx Express was named as one of the top five global companies to work for by The Great Place to Work® Institute in its inaugural ranking of the World’s Best Multinational Workplaces. FedEx Express made this ranking’s top 10 list again in 2013. In order to even be considered for this honor, a company must appear on at least five national Great Place to WorkBest Workplaces lists and have at least 5,000 employees worldwide. Additionally, in 2013, we were listed amongBlack Enterprisemagazine’s “40 Best Companies for Diversity,” a list that we have made for eight consecutive years. Most recently, FedEx was named among FORTUNE magazine’s 2013 “100 Best Companies to Work For” in the United States, a list we have made 11 of the past 14 years. It is our people — our greatest asset — that give us our strong reputation. In addition to superior physical and information networks, FedEx has an exemplary human network, with more than 300,000325,000 team members who are “absolutely, positively” focused on safety, the highest ethical and professional standards, and the needs of their customers and communities. Through our internal Purple Promise and Humanitarian Award programs, we recognize and reward employees who enhance customer service and promote human welfare. For additional information on our people-first philosophy and workplace initiatives, seehttp://csr.fedex.com.

Our Community

FedEx is committed to actively supporting the communities we serve worldwide through the strategic investment of our people, resources and network. We provide financial contributions, in-kind charitable shipping services and volunteer efforts by our team members to help a variety of non-profit organizations achieve their goals and make a measurable impact on the world. We have three core focus areas: disaster preparedness, relief and recovery (American Red Cross, The Salvation Army, Direct Relief and Heart to Heart International)The Salvation Army); pedestrian and road safety (Safe Kids Worldwide, and United Nations Decade of Action for Road Safety)Safety Collaboration and EMBARQ); and environmental sustainability (Arbour Day Foundation, EMBARQ,(EMBARQ, the National Fish &and Wildlife Foundation and The Nature Conservancy)the Arbor Day Foundation,). We support minority access to higher education by funding scholarships, are a major sponsor of the National Civil Rights Museum and also support Teach for America, Junior Achievement and ORBIS International. Additionally, FedEx supports

communities throughout the United StatesU.S. with an annual United Way employee giving campaign. In the aftermathmidst of Superstorm Sandy,the Ebola outbreak that ravaged West Africa, FedEx steppedteamed with numerous humanitarian organizations and government agencies that were leading the U.S. government’s Ebola response efforts to move much needed medical materials to Monrovia, Liberia, an area heavily affected by the Ebola virus. Similarly, in the wake of the devastating earthquake in Nepal, FedEx

- 7 -


worked with disaster relief agencies and assistedcommitted approximately $1 million in delivering almost 4 million pounds of reliefcash, transportation support and a chartered flight to deliver critical medical aid on behalf of agencies such as the American Red Cross, Heart to Heart International, Direct Relief and The Salvation Army.supplies. For additional information on our community involvement and disaster relief efforts, seehttp://csr.fedex.com.

The Environment

In furtherance of our commitment to protecting the environment, we recently updated one of our long-term goalshave made significant progress over the last several years in an effort to increase FedEx Express vehicle fuel efficiency to reflect the significant progress we have made over the last several years30% from a 2005 baseline by 2020 — we have already reached more than 22 percent29% cumulative improvement in fuel economy since 2005. Oureconomy. Having nearly achieved our goal, isthe company expects to now increase FedEx Express vehicle fuel efficiency by 30 percent by 2020.surpass and then revisit the goal in 2016. We also continue with our goal to reduce aircraft emissions by 30 percent30% by 2020 on an emissions per available-ton-mile basis, a goal that we increased from 20 percent20% in 2012. We have also established a goal of obtaining 30 percent30% of our jet fuel from alternative fuels by the year 2030. These efforts help us continue to reduce our environmental footprint as evidenced in 2014 when we saved 100 million gallons of jet fuel at FedEx Express and avoided more than 976,000 metric tons of carbon emissions — all while our volumes were up.

We will continue to expand on-site renewable energy generation in our facilities where feasible. To meet our future operational needs, as discussed above, we are adding more fuel-efficient aircraft to our fleet. The use of newer and more fuel-efficient aircraft is reducing our greenhouse gas emissions and airport noise and increasing our jet fuel efficiency. OurWe have an impressive global alternative fuel fleet with over 1,045 alternative fuel vehicles, including hybrid, electric delivery fleet has grown to 360 low-emission hybrid-electricand hydrogen fueled vehicles, and 165 zero-emission electric vehicles. Additionally, we recently purchased 1,900 lightweight, composite-body Reach vehicles from Utilimaster to join our 400 Reach vehicles already in service, making our FedEx Express lightweight, composite-body vehicle fleet the largest in the industry. The Reach van is 35% more fuel efficient than traditional vehicles in the FedEx Express fleet. Our solar power generation systems represent another step we are taking toward progressive environmental stewardship and resource sustainability.among others. We operate nineeleven solar facilities around the world, including the newest roof top solar-electric system at FedEx Express’s distribution hubwhich collectively avoided 3,145 metric tons of CO2e emissions in Newark, New Jersey, with 8,684 solar modules covering 3.5 acres across three buildings on the roof of the Newark hub.2014. In addition, nineten FedEx Express facilities in the United States, including our FedEx Express facility in Las Vegas, Nevada, our FedEx Express World Headquarters in Memphis and our enterprise data center in Colorado Springs, Colorado,U.S. have received certification byin Leadership in Energy and Environmental Design (LEED®), the U.S. Green Building Council’s system for rating the environmental performance of buildings.buildings, and six more are being reviewed for certification. FedEx Express has made LEED certification the standard for newly built U.S. facilities. In addition, two FedEx Ground facilities achieved LEED certification in 2014 and FedEx Ground is pursuing certification at three more facilities.

We also continue to evaluate the environmental impacts of our packaging and copy and print services, and minimize waste generation through efforts that include recycling pollution prevention and the use of copy paper with recycled content, among other environmentally-responsible available choices. In 2014, 98% of paper purchased for use by FedEx Office was third-party-certified as responsibly sourced. We also use FedEx-branded cardboard packaging at FedEx Express and FedEx Ground, which is made from approximately 60% recycled content. One example of our environmentally-responsible activities is the Sustainable Purchasing Leadership Council, a U.S. nonprofit organization that supports and recognizes sustainable procurement of which we are a founding member. We continue to support the Council, contributing to discussions on how to improve sustainable purchasing in the areas of transportation and fuels, fiber- and timber-based products and more. For additional information on the ways we are minimizing our impact on the environment, seehttp://csr.fedex.com. In April 2012, we launched our FedEx Carbon-Neutral Envelope shipping program to all FedEx envelope shipping options, making FedEx Express the first global express transportation company to offer carbon-neutral envelope shipping at no extra charge to the customer. Through this program, FedEx Express makes an investment in global projects that displace or sequester greenhouse gas emissions from the atmosphere, neutralizing the impacts of the carbon emissions emitted during the shipment of all FedEx envelopes around the world.

Governance

FedEx has an independent Board of Directors committed to the highest quality corporate governance. During the past two years, we have added highly qualified, independent directors to the Board in R. Brad Martin, the former CEO of Saks Incorporated, and Joshua Cooper Ramo, Vice Chairman of Kissinger Associates, Inc. The Board has taken significant steps to enhance its accountability to stockholders in recent years. For example, in September 2011, stockholders approved our proposal to amend FedEx’s certificate of incorporation in order to allow holders of 20 percent20% or more of FedEx’s common stock the right to call special meetings of stockholders. Additionally, in June 2012, the Board adopted a lead independent director corporate governance structure.

- 8 -


Our Board of Directors periodically reviews all aspects of our governance policies and practices, including our Corporate Governance Guidelines and our Code of Business Conduct and Ethics, in light of best practices and makes whatever changes are necessary to further our longstanding commitment to the highest standards of corporate governance. The Guidelines and the Code, which appliesapply to all of our directors, officers and employees, including our principal executive officer and senior financial officers, are available in the corporate governance section of the Investor Relations page of our Web sitewebsite athttp://investors.fedex.com. We will post in the Corporate Governance & Citizenship section of the Investor Relations page of our Web sitewebsite information regarding any amendment to, or waiver from, the provisions of the Code to the extent such disclosure is required.

Business Segments

The following describes in more detail the operations of each of our reportable segments:

FedEx Express Segment

FedEx Express

Overview

FedEx Express invented express distribution over 40 years ago in 1973 and remains the industry leader, providing rapid, reliable, time-definite delivery of packages and freight to more than 220 countries and territories through onean integrated global network. FedEx Express offers a wide range of U.S. domestic and international shipping services for delivery of package and freight, connecting markets that generate more than 90% of the world’s gross domestic product through door-to-door, customs-cleared service, with a money-back guarantee. FedEx Express’s unmatched air route authorities and extensive transportation infrastructure, combined with leading-edge information technologies, make it the world’s largest express transportation company. FedEx Express employs approximately 160,700166,000 employees and has approximately 52,40053,000 drop-off locations (including FedEx Office centers), 647 aircraft and approximately 54,10056,000 vehicles and trailers in its integrated global network.

Services

FedEx Express offers a wide range of U.S. domestic and international shipping services for delivery of packages and freight. Overnight and deferred package services are backed by money-back guarantees and extend to nearly the entire U.S. population. FedEx Express offers three U.S. overnight package delivery services: FedEx First Overnight, FedEx Priority Overnight and FedEx Standard Overnight. FedEx SameDay service is available for urgent shipments up to 70150 pounds to virtually any U.S. destination. FedEx Express also offers U.S. express overnight and deferred freight services backed by money-back guarantees to handle the needs of the time-definite freight market. Additionally, FedEx One Rate gives U.S. customers a simple, predictable flat rate shipping option that is calculated based on the packaging type, service selected and destination.

International express and deferred package delivery with a money-back guarantee is available to more than 220 countries and territories, with a variety of time-definite services to meet distinct customer needs. FedEx International Priority package services provide time-definite delivery within one, two or three business days worldwide. FedEx International Economy package services

provide time-definite delivery within five business days worldwide. FedEx International First which provides apackage services provide time-definite customs cleared, door-to-door express servicedelivery to select postal codes in 20 key global markets, with a pre-defined delivery commitment ofto select U.S. ZIP Codes as early as 8:00 a.m. from more than 90 countries in the United States, 9:one or two business days, delivery by 10 a.m. in one business day to Canada and by 11:00 a.m. in Europe, and 10:00 a.m. in Asia, Canada and Latin America, was expanded in 2013 and now covers 19 destination countries.one business day to Mexico. FedEx Express also offers domestic pickup-and-delivery services within certain non-U.S. countries, including the United Kingdom, Canada, China, India, Mexico, Brazil, France, Poland and Poland.South Africa. In addition, FedEx Express offers comprehensive international express and deferred freight services, backed by a money-back guarantee, real-time tracking and advanced customs clearance.

- 9 -


In April 2013, we launchedWe also provide FedEx Delivery Manager, which allows our U.S. residential customers to customize home deliveries to fit their schedule by providing a range of options to schedule dates, locations and times of delivery. By signing up atwww.fedex.comfedex.com, customers can receive notification of FedEx Express and FedEx Ground packages en route to their homes, and can choose various delivery options.

For information regarding FedEx Express e-shipping tools and solutions, see “FedEx Services — Customer-Driven Technology.”

International Expansion

We are focused on the long-term expansion of our international presence, especially in key markets such as China, India, Europe, Latin America and Latin America. We recently made strategic movesSouthern Africa. In April 2015, we entered into a conditional agreement to acquire TNT Express, which has express delivery operations in Europe, the Middle East and Latin America. Africa, Asia-Pacific and the Americas. Following the closing of the acquisition, we anticipate integrating the TNT Express operations with the FedEx Express network. This acquisition will expand our global portfolio, particularly in Europe, lower our costs to serve European markets by increasing density in our pickup-and-delivery operations and accelerate our global growth.

In 2013,2014 we acquired:

made a strategic move in Southern Africa by acquiring the Polish domestic express package delivery company Opek Sp. z o.o.;

businesses operated by our service provider in the French express transportation company TATEX;following seven countries: South Africa, Botswana, Malawi, Mozambique, Namibia, Swaziland and

the Brazilian transportation and logistics company Rapidão Cometa Logística e Transporte S.A.

Zambia. These acquisitions, along with our 2013 acquisitions of transportation companies in Poland, France and Brazil and our 2012 acquisition of thea Mexican domestic express package delivery company, Servicios Nacionales Mupa, S.A. de C.V. (Multipack), givegives us more robust global transportation networks within these countries and added capabilities in these important international markets, continuecontinues our strategic European, and Latin American and African growth plans and are expected to provide important contributions to our long-term growth, productivity and profitability. Additionally,As part of our European growth strategy, FedEx Express plans to open a new gateway facility in 2013, we opened 482016 for inbound and outbound shipments for Denmark, Finland, Norway and Sweden. The building is a milestone for FedEx Express growth in the Nordics region, which has seen the opening of eight new stations acrosssince 2011. The facility will give customers better connectivity from the Nordics to Europe pursuant to our organic growth strategy. In June 2013,and the rest of the world.

Since we signed agreements to acquire the businesses operated by our current service provider Supaswift (Pty) Ltd. in five countries in Southern Africa, including South Africa.

We began serving mainland China in 1984, we have expanded our service to cover more than 400 cities across the country and, in 2009, we began operations at our new Asia-Pacific hub at the Guangzhou Baiyun International Airport in southern China. Our new North Pacific regional hub at the Kansai International Airport in Osaka, Japan, which will serveopened in April 2014, serves as a consolidation point for shipments from northern Asia to the United States,U.S., and will continue to operateoperates as an international gateway for customers in western Japan, is scheduled to open in the spring of 2014.Japan. Additionally, in October 2012, we announced plans to establish a new International Express and Cargo Hub in Shanghai. This new facility, with designated onsite customs clearance, will be located at Shanghai’s Pudong International Airport and is slated for completion in early 2017. These hubs will allow us to continue to better serve our global customers doing business in the Asia-Pacific markets.

To facilitate the use of our growing international network, we offer a full range of international trade consulting services and a variety of online tools that enable customers to more easily determine and comply with international shipping requirements.

- 10 -


U.S. Postal Service Agreement

Under an agreement with the USPS that runs through September 2013, FedEx Express provides domestic air transportation services to the USPS, including for its First-Class, Priority and Express Mail. In April 2013, FedEx Express entered into a new seven-year transportation agreement with the USPS for the provision of domestic air transportation services to the USPS for its First Class, Priority and Express Mail. The new agreement begins on October 1, 2013 andMail that runs through September 2020. FedEx Express also provides transportation and delivery for the USPS’s international delivery service called Global Express Guaranteed (GXG)(“GXG”) under a separate agreement. For more information about our relationship with the USPS, see Item 1A of this Annual Report on Form 10-K (“Risk Factors”).

Pricing

FedEx Express periodically publishes list prices in its Service Guides for the majority of its services. In general, U.S. shipping rates are based on the service selected, destination zone, weight, size, any ancillary service charge and whether the customer charged the shipment to a FedEx account. International rates are based on the type of service provided and vary with size, weight, destination and, whenever applicable, whether the customer charged the shipment to a FedEx account.As announced in September 2014, FedEx Express offers its customers discounts generally based on actual or potentialincreased shipping rates by an average daily revenue produced.of 4.9% for U.S. domestic, U.S. export and U.S. import services, effective January 5, 2015.

FedEx Express has an indexed fuel surcharge for U.S. domestic and U.S. outbound shipments and for shipments originating internationally, where legally and contractually possible. The surcharge percentage is subject to monthly adjustment based on a rounded average of a certain spot price for jet fuel. For example, the fuel surcharge for June 2013May 2015 was based on the average spot price for jet fuel published for April 2013.March 2015. Changes to the FedEx Express fuel surcharge, when calculated according to the average spot price for jet fuel and FedEx Express trigger points, are applied effective from the first Monday of the month. These trigger points may change from time to time, but information on the fuel surcharge for each month is available atfedex.com approximately two weeks before the surcharge is applicable. We routinely review our fuel surcharges and our fuel surcharge methodology. On February 2, 2015, we updated the tables used to determine our fuel surcharges at FedEx Express. The weighted average U.S. domestic and U.S. outbound fuel surcharge as a percentage of the base rates for the past three years was: 2015 — 6%; 2014 — 9%; and 2013 — 12%; 2012 — 14%; and 2011 — 10%. These percentages includeThe 2013 percentage reflects certain fuel surcharge reductions that arewere associated with our annual2013 base rate increases.increase. See the “Fuel” section of Item 7 of this Annual Report on Form 10-K (“Management’s Discussion and Analysis of Results of Operations and Financial Condition”) for a description and discussion of the net impact of fuel on our operating results.

Operations

FedEx Express’s primary sorting facility, located in Memphis, serves as the center of the company’s multiple hub-and-spoke system. A second national hub facility is located in Indianapolis. In addition to these national hubs, FedEx Express operates regional hubs in Newark, Oakland, Fort Worth and Greensboro and major metropolitan sorting facilities in Los Angeles and Chicago.

Facilities in Anchorage, Paris, Guangzhou, Cologne/Bonn and Cologne/BonnOsaka serve as sorting facilities for express package and freight traffic moving to and from Asia, Europe and North America. Additional major sorting and freight handling facilities are located at Narita Airport in Tokyo, Stansted Airport outside London and Pearson Airport in Toronto. The facilities in Guangzhou, Paris, Cologne/Bonn and Cologne/BonnOsaka are also designed to serve as regional hubs for their respective market areas. A facility in Miami — the Miami Gateway Hub — serves our South Florida, Latin American and Caribbean markets.

Throughout its worldwide network, FedEx Express operates city stations and employs a staff of customer service agents, cargo handlers and couriers who pick up and deliver shipments in the station’s service area. In some international areas, independent agents (Global(“Global Service Participants)Participants”) have been selected

- 11 -


to complete deliveries and to pick up packages. For more information about our sorting and handling facilities, see Part I, Item 2 of this Annual Report on Form 10-K under the caption “FedEx Express Segment.”

FedEx Office offers retail access to FedEx Express shipping services at all of its U.S. and Canadian retail locations. FedEx Express also has alliances with certain other retailers to provide in-store drop-off sites. Our unmanned FedEx Drop Boxes provide customers the opportunity to drop off packages in office buildings, shopping centers and corporate or industrial parks.

Fuel Supplies and Costs

During 2013,2015, FedEx Express purchased jet fuel from various suppliers under contracts that vary in length and which provide for estimated amounts of fuel to be delivered. The fuel represented by these contracts is purchased at market prices. Because of our indexed fuel surcharge, we do not have any jet fuel hedging contracts. See “FedEx Express — Pricing.”

The following table sets forth FedEx Express’s costs for jet fuel and its percentage of consolidated revenues for the last five fiscal years:

 

Fiscal Year

  Total Jet
Fuel  Cost

(in millions)
   Percentage  of
Consolidated
Revenues
   Total Jet
Fuel Cost
(in millions)
   Percentage of Consolidated
Revenues
 

2015

  $2,816     5.9

2014

   3,506     7.7  

2013

  $3,683     8.3   3,683     8.3  

2012

   3,867     9.1     3,867     9.1  

2011

   3,178     8.1     3,178     8.1  

2010

   2,342     6.7  

2009

   2,932     8.3  

Most of FedEx Express’s vehicle fuel needs are satisfied by retail purchases with various discounts.

Competition

As described in Item 1A of this Annual Report on Form 10-K (“Risk Factors”), the express package and freight markets are both highly competitive and sensitive to price and service, especially in periods of little or no macro-economic growth. The ability to compete effectively depends upon price, frequency, capacity and speed of scheduled service, ability to track packages, extent of geographic coverage, reliability and innovative service offerings.

Competitors within the United StatesU.S. include other package delivery concerns, principally United Parcel Service, Inc. (“UPS”), passenger airlines offering express package services, regional express delivery concerns, air freight forwarders and the USPS. FedEx Express’s principal international competitors are DHL, UPS, TNT otherExpress, foreign postal authorities, freight forwarders, passenger airlines and all-cargo airlines. Many of FedEx Express’s international competitors are government-owned, -controlled or -subsidized carriers, which may have greater resources, lower costs, less profit sensitivity and more favorable operating conditions than FedEx Express.

Employees

David J. Bronczek is the President and Chief Executive Officer of FedEx Express, which is headquartered in Memphis, Tennessee. As of May 31, 2013,2015, FedEx Express employed approximately 112,000114,000 permanent full-time and 48,700approximately 52,000 permanent part-time employees, of which approximately 14%13% are employed in the Memphis area. FedEx Express’s international employees in the aggregate represent approximately 37% of all employees.

The pilots of FedEx Express, who constitute a small percentage of our total employees, are represented by the Air Line Pilots

- 12 -


Association, International (“ALPA”), and are employed under a collective bargaining agreement. This agreement became amendable in March 2013, and the parties are currently in negotiations. In October 2014, FedEx Express formally requested assistance from the National Mediation Board (“NMB”) to mediate the negotiations and the NMB has been actively mediating the talks since that time. The NMB is the U.S. governmental agency that oversees labor agreements for entities covered by the Railway Labor Act of 1926, as amended (the “RLA”). The conduct of mediated negotiations has no impact on our operations.

Attempts by other labor organizations to organize certain other groups of FedEx Express employees occur from time to time. Although these organizing attempts have not resulted in any certification of a U.S. domestic collective bargaining representative of FedEx Express employees (other than ALPA), we cannot predict the outcome of these labor activities or their effect, if any, on FedEx Express or its employees. Certain of FedEx Express’s non-U.S. employees are unionized. FedEx Express believes its employee relations are excellent.

FedEx Trade Networks

FedEx Trade Networks provides international trade services, specializing in customs brokerage and global ocean and air freight forwarding. Since the beginning of 2013,Specifically, FedEx Trade Networks continued to execute an aggressive plan to expandprovides international trade advisory services, including assistance with the Customs-Trade Partnership Against Terrorism (“C-TPAT”) program, and through its global freight forwarding presence — by opening additional facilities (over 140 freight forwarding offices are now open), including in Glasgow, Scotland, Bangkok, Thailand, Rio de Janeiro, Brazil, GuadalajaraWorldTariff subsidiary, publishes customs duty and Monterrey, Mexico, and Dublin, Ireland, and establishing new alliances throughout the world.tax information for over 180 customs areas worldwide. Additionally, FedEx Trade Networks provides customs clearance services for FedEx Express at its major U.S. hub facilities.

As trade throughout the world grows, so does the FedEx Trade Networks solutions portfolio. Value-added services of FedEx Trade Networks include 128 freight forwarding offices in 26 countries and Global Trade Data, an information tool that allows customers to track and manage imports. In addition, in 2015, FedEx Trade Networks provides internationalstrengthened its Latin America trade advisorylane services including assistance with enhanced shipping options to meet customer demand. The trade lanes include the Customs-Trade Partnership Against Terrorism (C-TPAT) program,following routes: Germany to Mexico, Germany to Brazil, Hong Kong to Mexico and through its WorldTariff subsidiary, FedEx Trade Networks publishes customs duty and tax information for approximately 180 customs areas worldwide. In 2013, FedEx Trade Networks completed its missionU.S. to enable ACE (Automated Commercial Environment) entry summary filing at all U.S. ports of entry — ACE is U.S. Customs and Border Protection’s new automation system, and by getting on board early, FedEx Trade Networks has developed its expertise and improved its system capabilities for the new regulatory environment. Mexico.

FedEx Trade Networks has approximately 4,5705,000 employees and 146150 offices in 123128 service locations throughout North America and in Asia,Africa, Asia-Pacific, Europe, the Middle East,India, Latin America and Africa.the Middle East. FedEx Trade Networks maintains a network of air and ocean freight-forwarding service providers and has entered into strategic alliances to provide services in certain countries in which it does not have owned offices.

FedEx SupplyChain Systems

FedEx SupplyChain is an integrated logistics provider offering a range of supply chain solutions that leverage FedEx information technology and transportation networks around the world. The company offers services that include critical inventory logistics, transportation management and temperature-controlled transportation through a network of owned and managed resources — all tightly integrated via advanced information technology systems. FedEx SupplyChain also now offers expanded visibility and control features, as well as newforward stocking locations to support worldwide FedEx Critical Inventory Logistics customers with high-value, critical orders.

Bongo

In December 2014, we acquired Bongo, a leader in cross-border enablement technologies and solutions. Bongo’s capabilities complement and expand the FedEx portfolio of offerings important to international e-commerce. Bongo’s technology and processes provide a comprehensive and integrated end-to-end solution that helps retailers and e-tailers grow by reaching international e-commerce consumers. Bongo’s capabilities include export compliance management, Harmonized System classification, currency conversions,

- 13 -


international payment options inclusive of language translation, shopping cart management, duty and tax calculations and credit card fraud protection. Bongo is headquartered in St. Petersburg, Florida, and is a subsidiary of FedEx Trade Networks.

FedEx Ground Segment

FedEx Ground

Overview

By leveraging the FedEx brand, maintaining a low cost structure and efficiently using information technology and advanced automation systems, FedEx Ground continues to enhance its competitive position as a leading provider of business and residential money-back guaranteed ground package delivery services. FedEx Ground serves customers in the North American small-package market, focusing on business and residential delivery of packages weighing up to 150 pounds. Ground service is provided to 100% of the continental U.S. population and overnight service of up to 400 miles to nearly 100% of the continental U.S. population. Service is also provided to nearly 100% of the Canadian population. In addition, FedEx Ground offers service to Alaska and Hawaii through a ground and air network operation coordinated with other transportation providers.

FedEx Ground continues to improve the speed, reach and service capabilities of its network, by reducing transit time for many of its lanes and introducing or expanding overnight ground service in many metropolitan areas. For example, during the most recent two-year period, FedEx Ground has reduced the transit times of 4.4% of its lanes. FedEx Ground’s ongoing network expansion program is substantially increasing the company’s daily pickup capacity through the addition of new hubs featuring the latest automated sorting technology, the expansion of existing hubs and the expansion or relocation of other existing facilities.

The company offers our FedEx Home Delivery service, which reaches nearly 100% of U.S. residences. FedEx Home Delivery is dedicated to meeting the delivery needs of residential customers and provides routine Saturday and evening delivery and premium options such as day-specific, appointment and signature delivery. FedEx Home Delivery brings unmatched services to residential shippers and their customers and is the first residential ground package delivery service to have offered a money-back guarantee.

In April 2013, we launchedAdditionally, FedEx Delivery Manager which allows our U.S. residential customers to customize home deliveries to fit their schedule by providing a range of options to schedule dates, locations and times of delivery. By signing up atwww.fedex.comfedex.com, customers can receive notification of FedEx Ground packages en route to their homes and can choose various delivery options.

Pricing

FedEx Ground periodically publishes list prices for the majority of its services in its Service Guide. In general, U.S. shipping rates are based on the service selected, destination zone, weight, size, any ancillary service charge and whether the customer charged the shipment to a FedEx account. As previously announced, on January 5, 2015, FedEx Ground and FedEx Home Delivery average list prices increased 4.9%.

In addition, as announced in May 2014, FedEx Ground began applying dimensional weight pricing to all shipments effective January 5, 2015. Previously, FedEx Ground applied dimensional weight pricing only to packages measuring three cubic feet or greater. Dimensional weight pricing is a common industry practice that sets the transportation price based on package volume – the amount of space a package occupies in relation to its actual weight.

- 14 -


FedEx Ground has an indexed fuel surcharge, which is subject to a monthly adjustment. The surcharge percentage is based on a rounded average of the national U.S. on-highway average price for a gallon of diesel fuel as published monthly by the U.S. Department of Energy. For example, the fuel surcharge for June 2013May 2015 was based on the average diesel fuel price published for April 2013.March 2015. Changes to the FedEx Ground fuel surcharge, when calculated according to the rounded index average and FedEx Ground trigger points, are applied effective from the first Monday of the month. These trigger points may change from time to time, but information on the fuel surcharge for each month is available atfedex.com approximately two weeks before the surcharge is applicable. On February 2, 2015, we updated the tables used to determine the fuel surcharges at FedEx Ground. See the “Fuel” section of Item 7 of this Annual Report on Form 10-K (“Management’s Discussion and Analysis of Results of Operations and Financial Condition”) for a description and discussion of the net impact of fuel on our operating results.

Operations

FedEx Ground operates a multiple hub-and-spoke sorting and distribution system consisting of 528547 facilities, including 33 hubs, in the United StatesU.S. and Canada. FedEx Ground conducts its operations primarily with approximately 35,64047,000 owner-operated vehicles and approximately 38,10048,000 company-owned trailers. To provide FedEx Home Delivery service, FedEx Ground leverages its existing pickup operation and hub and linehaul network. FedEx Home Delivery’s operations are often co-located with existing FedEx Ground facilities to achieve further cost efficiencies.

Advanced automated sorting technology is used to streamline the handling of millions of packages daily. Using overhead laser and six-sided camera-based bar code scan technology, hub conveyors electronically guide packages to their appropriate destination chute, where they are loaded for transport to their respective destination terminals for local delivery. Software systems and Internet-based applications are also deployed to offer customers new ways to connect internal package data with external delivery information. FedEx Ground provides shipment tracing and proof-of-delivery signature functionality through the FedEx Web site,website,fedex.com. For additional information regarding FedEx Ground e-shipping tools and solutions, see “FedEx Services — Customer-Driven Technology.”

FedEx Office offers retail access to FedEx Ground shipping services at all of its U.S. and Canadian retail locations. FedEx Ground is also available as a service option at many FedEx Authorized ShipCenters in the United States.U.S.

As of May 31, 2013,2015, FedEx Ground had approximately 53,30062,000 employees. In addition, FedEx Ground relies on independent small businesses to conduct its linehaul and pickup-and-delivery operations, as the use of independent contractors is well suited to the needs of the ground delivery business and its customers. Henry J. Maier is the President and Chief Executive Officer of FedEx Ground. FedEx Ground is headquartered in Pittsburgh, Pennsylvania, and its primary competitors are UPS, the USPS and the USPS.regional delivery carriers.

Independent Contractor Model

Although FedEx Ground is involved in numerous lawsuits and other proceedings (such as state tax or other administrative challenges) where the classification of its independent contractors is at issue, a number of recent judicial decisions support the company’s classification, and the company believes its relationship with its contractors is generally excellent. For a description of these proceedings, see Item 1A of this Annual Report on Form 10-K (“Risk Factors”) and Note 18 of the accompanying consolidated financial statements.

FedEx Ground has made changes to its relationships with the small businesses it contracts with that, among other things, provide incentives for improved service and enhanced regulatory and other compliance by the contractors. For example, FedEx Ground has implemented or is implementing its Independent Service Provider (“ISP”) model in a number of states. The ISP model requires pickup-and-delivery contractors based in those states to, among other things: (i) assume responsibility for the pickup-and-delivery operations of an entire

- 15 -


geographic service area that includes multiple routes, and (ii) negotiate independent agreements with FedEx Ground, rather than agree to a standard contract. To date, FedEx Ground has transitioned to the ISP model in 17 states and is in the process of transitioning to the model in four additional states. Depending on a number of considerations, FedEx Ground may transition to it in other states as well.

In addition, because of state-specific legal and regulatory issues, FedEx Ground only contracts with businesses that (i) are organized as corporations registered and in good standing under applicable state law, and (ii) ensure that their personnel who provide services under an operating agreement with FedEx Ground are treated as their employees. FedEx Ground also has an ongoing nationwide program to incentivize owners who choose to grow their businesses by adding routes. During May 2013,2015, approximately 87%93% of FedEx Ground’s package volume was delivered by business owners operating multiple routes.

FedEx SmartPost

FedEx SmartPost (a subsidiary of FedEx Ground) is a leading national small-parcel consolidator, which specializes in the consolidation and delivery of high volumes of low-weight, less time-sensitive business-to-consumer packages, using the USPS for final delivery to residences. The company picks up shipments from customers (including e-tailers and catalog companies), provides sorting and linehaul services and then delivers the packages to a USPS facility for final delivery by a postal carrier. Through its network of 2627 distribution hubs and approximately 7,4309,000 employees, FedEx SmartPost provides delivery to all residential addresses in the United States,U.S., including PO Boxes and military destinations. For

On March 16, 2015, we announced that our FedEx SmartPost business will be merged into FedEx Ground effective September 1, 2015. The FedEx SmartPost service remains an important component of our service offerings and this internal structural change will enhance our ability to leverage the strengths of both the FedEx Ground and FedEx SmartPost networks to maximize operational efficiencies and will provide greater flexibility to meeting the needs of our e-commerce customers. There are no planned personnel reductions associated with this merger.

GENCO

On January 30, 2015, we acquired GENCO, a leading North American third-party logistics provider. With a comprehensive portfolio of supply chain services, GENCO’s expertise will expand existing FedEx service offerings in the evolving retail and e-commerce markets. GENCO’s infrastructure and supply chain capabilities include reverse logistics, providing triage, test and repair, remarketing and product liquidation solutions. Additionally, GENCO’s breadth of expertise in targeted vertical markets — such as technology, healthcare and retail — aligns with our strategic priorities in these areas. With more information about our relationship withthan 10,000 employees at approximately 150 facilities, GENCO offers a complete range of product lifecycle logistics® services to customers in the USPS, see Item 1Atechnology, consumer, industrial, retail, and healthcare markets. GENCO is headquartered in Pittsburgh, Pennsylvania. The financial results of this Annual Report on Form 10-K (“Risk Factors”).business are included in the FedEx Ground segment from the date of acquisition. GENCO has a small number of employees that are members of unions.

FedEx Freight Segment

FedEx Freight

FedEx Freight is a leading North AmericanU.S. provider of LTL freight services, offering choice, simplicity and reliability to meet the needs of LTL shippers — FedEx Freight Priority, when speed is critical to meet supply chain needs, and FedEx Freight Economy, when time can be

- 16 -


traded for cost savings. Through one comprehensive network of service centers and advanced information systems, FedEx Freight provides service to virtually every U.S. ZIP codeCode (including Alaska and Hawaii) with industry-leading transit times. FedEx Freight Priority, which has the fastest published transit times of any nationwide LTL service, offers a no-fee money-back guarantee on eligible shipments. Internationally, FedEx Freight Canada offers FedEx Freight Priority and FedEx Freight Economy,service, serving most points in Canada, as well as FedEx Freight Priority and FedEx Freight Economy service between Canada and the United States.U.S. In addition, FedEx Freight serves Mexico, Puerto Rico and the U.S. Virgin Islands via alliances and purchased transportation.alliances.

Through its many service offerings, FedEx Freight can match customers’ time-critical needs with industry leading transit times. With the expansion of FedEx electronic solutions, LTL shippers have the convenience of a single shipping and tracking solution for FedEx Freight, FedEx Express and FedEx Ground. These solutions make freight shipping easier and provide customers easy access to their account information. The FedEx Freight Advance Notice feature available on FedEx Freight Priority shipments uses the company’s innovative technology systems to proactively notify FedEx Freight customers via the Internet, e-mail or fax when a shipment may be delayed beyond its estimated delivery date, providing customers with greater visibility and control of their LTL freight shipments. Customers can also process cross-border LTL shipments to and from Canada and Mexico, as well as intra-Canada and -Mexico shipments, through FedEx Ship Manager atfedex.com, FedEx Ship Manager Software, FedEx Ship Manager Server and FedEx Web Services. Additionally, FedEx Freight A.M. Delivery offers freight delivery by 10:30 a.m. within and between the United StatesU.S. and Canada, backed by a money-back guarantee.

FedEx Freight has an indexed fuel surcharge that applies to certain LTL shipments, which is subject to weekly adjustment based on a rounded average of the national U.S. on-highway average price for a gallon of diesel fuel. On February 2, 2015, we updated the tables used to determine FedEx Freight fuel surcharges. As previously announced, on January 5, 2015, FedEx Freight implemented a 4.9% average increase in certain U.S. and other shipping rates.

As of May 31, 2013,2015, the FedEx Freight segment was operating approximately 59,00065,000 vehicles and trailers from a network of approximately 370 service centers and the FedEx Freight segment had approximately 33,70040,000 employees. William J. LogueMichael L. Ducker is the President and Chief Executive Officer of FedEx Freight, which is based in Memphis, Tennessee. FedEx Freight’s primary competitors are YRC Worldwide Inc. (which includes YRC Regional Transportation and YRC Freight), Con-way Freight (a subsidiary of Con-way Inc.), UPS Freight, Old Dominion Freight Line, Inc. and ABF Freight System, Inc.

(a subsidiary of ArcBest Corporation).

In 2015, the International Brotherhood of Teamsters (“Teamsters”) petitioned for Labor Board elections at sixteen FedEx Freight facilities. The Teamsters lost the vote or withdrew the petition prior to the election at twelve facilities and won the vote at four facilities. With respect to the elections that the Teamsters won, there are three appeals pending and FedEx Freight is considering whether to appeal the other election.

FedEx Custom Critical

FedEx Custom Critical provides a range of expedited, time-specific freight-shipping services throughout the United States,U.S., Canada and Mexico. Among its services are Surface Expedite, for exclusive-use and network-based transport of critical shipments and expedited shipments; Air Expedite, which offers an array of air solutions to meet customers’ critical delivery times; and White Glove Services, for shipments that require extra care in handling, temperature control or specialized security. In addition, its subsidiary FedEx Truckload Brokerage provides freight brokerage solutions within the United Statessecurity; and into and out of Canada and Mexico. Service is available 24 hours a day, 365 days a year. FedEx Custom Critical continuously monitors shipments through an integrated proprietary shipment-control system, including two-way satellite communications on exclusive-use shipments. Through the company’s Shipping Toolkit, customers can quote, ship, track and map shipments; view and print out copies of a shipment’s bill of lading, proof of delivery and invoice; and manage their online accounts. In 2013, FedEx Custom Critical launched a new service called ShipmentWatch, an offering through which FedEx Custom Critical manages SenseAware® devices to track customers’ shipments — by programming the device to the customer’s requirements prior to the shipment, sending the device to the shipper and then proactively monitoring the shipment from pickup to delivery. Service from FedEx Custom Critical utilizes approximately 1,350 vehicles, operated by independent contractorsis available 24 hours a day, 365 days a year. In addition, its subsidiary FedEx Truckload Brokerage provides freight brokerage solutions within the U.S. and their drivers, which are dispatchedinto and out of approximately 140 geographically-based staging areas.Canada and Mexico. FedEx Custom

- 17 -


Critical continuously monitors shipments through an integrated proprietary shipment-control system, including two-way satellite communications on exclusive-use shipments.

FedEx Services Segment

FedEx Services

FedEx Services provides our other companies with sales, marketing, information technology, communications, customer service and certain other back-office support. Through FedEx Services and its subsidiary FedEx TechConnect, we provide a convenient single point of access for many customer support functions, enabling us to more effectively sell the entire portfolio of transportation services and to help ensure a consistent and outstanding experience for our customers.

T. Michael Glenn is the President and Chief Executive Officer of FedEx Services, which is based in Memphis, Tennessee. As of May 31, 2013,2015, the FedEx Services segment had approximately 33,30030,000 employees (including approximately 15,50015,000 at FedEx Office).

CustomerCustomer-Driven Technology

FedEx is a world leader in technology, and FedEx founder Frederick W. Smith’s vision that “the information about a package is as important as the delivery of the package itself” remains at the core of our comprehensive technology strategy. In fact, FedEx has been recognized byranked No. 6 overall on the 2015 InformationWeek 500 asElite 100 list — a compilation of the top business technology innovatorinnovators in the United States for 17 consecutive years.U.S.

Our technology strategy is driven by our desire for customer satisfaction. We strive to build technology solutions that will solve our customers’ business problems with simplicity, convenience, speed and reliability. The focal point of our strategy is our award-winning Web site,website, together with our customer integrated solutions.

Thefedex.com Web sitewebsite was launched nearly 20 years ago, and during that time, customers have shipped and tracked billions of packages atfedex.com. Thefedex.com Web sitewebsite is widely recognized for its speed, ease of use and customer-focused features. Atfedex.com, our customers ship packages, determine international documentation requirements, track package status, pay invoices and access FedEx Office services. The advanced tracking capability within FedEx Tracking provides customers with a consolidated view of inbound and outbound shipments.

FedEx Mobile is a suite of services available on most Web-enabledweb-enabled mobile devices, such as the BlackBerry® and Android™ smartphones, and includes enhanced support for Apple products, such as the iPhone®, iPod touch® and iPad® mobile digital devices. The FedEx Mobile website has expanded to more than 220 countries and territories and 2526 languages. FedEx Mobile allows customers to track the status of packages, create shipping labels, get account-specific rate quotes and access drop-off location information. FedEx Office has its own iPhone® app, iPad® and Android™ apps that allowsallow customers to print directly from their smartphonesdevices to any FedEx Office location in the United StatesU.S. or have the order delivered right to their door, while also allowing customers to get account-specific pricing, track print orders or packages, or find the nearest FedEx Office location. FedEx Office self-serve printers give customers even more flexibility by allowing direct USB access to print documents, as well as the ability to retrieve and print documents submitted via Google Cloud Print, HP ePrint, Breezy and Canon Forms & Print Services for Salesforce with a secure retrieval code.from customers’ cloud accounts. FedEx also uses wireless data collection devices to scan bar codes on shipments, thereby enhancing and accelerating the package information available to our customers.

FedEx innovation continued in 2013 with the following enhancements:

 

- 18 -


FedEx Delivery Manager, which allows our U.S. residentialcontinues to provide customers to customize home deliveries to fit their schedule bywith innovative solutions. For example, in May 2014 FedEx TechConnect opened a package laboratory providing a range of options to schedule dates, locationsFedEx Express, FedEx Ground and times of delivery.

The FedEx Ship to Friends app that allows people who use Facebook® to prepare and pay for a U.S. domestic shipment without leaving Facebook®.

FSM@fedex.com Integration Manager, which is a web-based tool for business owners who manage multiple stores online, working seamlesslyFedEx Freight customers with e-commerce platforms such as eBay, Amazon, Etsy, Google Checkoutfree package testing and Yahoo to allow business owners to organize, review and process their shipments from multiple stores in one place.design services.

We design our e-commerce tools and solutions to be easily integrated into our customers’ applications, as well as into third-party software developed by leading e-procurement, systems integration and enterprise resource planning companies. Our FedEx Ship Manager suite of solutions offers a wide range of options to help our customers manage their parcel and LTL shipping and associated processes.

Marketing

The FedEx brand name is symbolic of outstanding service, reliability and speed. Emphasis is placed on promoting and protecting the FedEx brand, one of our most important assets. As a result, FedEx is one of the most widely recognized brands in the world. In addition to television, print and digital advertising, we promote the FedEx brand through corporate sponsorships and special events. For example, FedEx sponsors:

 

The National Football League (NFL), as its “Official Delivery Service Sponsor”

FedExField, home of the NFL’s Washington Redskins

The #11 Joe Gibbs Racing Toyota Camry driven by Denny Hamlin in the NASCAR Sprint Cup Series

PGA TOUR and the Champions Tour golf organizations, as the “Official Shipping Company,” and FedExCup, a season-long points competition for PGA TOUR players

 

The Title sponsor of the FedEx St. Jude Classic, a PGA TOUR event that raises millions of dollars for St. Jude Children’s Research Hospital

 

FedExForum, homeThe National Football League (NFL), as its “Official Delivery Service Sponsor” and “Official Office Services Provider of the NBA’s Memphis GrizzliesNFL”

FedExField in Washington, DC

The #11 Joe Gibbs Racing Toyota Camry driven by Denny Hamlin in the NASCAR Sprint Cup Series

 

ATP World Tour men’s professional tennis circuit and French Open tennis tournament

FedExForum in Memphis, TN

Information Security

FedEx Services has a team of highly qualified professionals dedicated to securing information about our customers’ shipments and protecting our customers’, vendors’ and employees’ privacy, and we strive to provide a safe, secure online environment for our customers. We are committed to compliance with applicable information security laws, regulations and industry standards — including, for example, the Payment Card Industry Data Security Standard, a set of comprehensive requirements for enhancing payment account data security developed by the Payment Card Industry Security Standards Council. For a description of risks related to information security, see Item 1A of this Annual Report on Form 10-K (“Risk Factors”).

Global ISO 9001 Certification

FedEx Services provides our customers with a high level of service quality, as evidenced by our ISO 9001 certification for our global express and ground operations. ISO 9001 registration is required by thousands of customers around the world. FedEx’s global certification, encompassing the processes of FedEx Express, FedEx Ground and FedEx Services, enhances our single-point-of-access strategy and solidifies our reputation as the quality leader in the transportation industry. ISO 9001 is currently the most rigorous international standard for Quality Management and Assurance. ISO standards were developed by the International Organization for

- 19 -


Standardization in Geneva, Switzerland to promote and facilitate international trade. More than 150 countries, including European Union members, the United StatesU.S. and Japan, recognize ISO standards.

FedEx Office

FedEx Office’s network of digitally-connected locations offers access to copying and digital printing through retail and Web-basedweb-based platforms, signs and graphics, professional finishing, computer rentals, and the full range of FedEx day-definite ground shipping and time-definite global express shipping services. FedEx Office’s network of locations provides convenient access points to FedEx Express and FedEx Ground services for higher margin retail customers. Customers may also have their FedEx Express, FedEx Ground and FedEx Home Delivery packages delivered to any FedEx Office location nationwide by choosing the Hold“Hold at FedEx LocationLocation” option when initiating a shipment — or even when a shipment is on its way — free of charge. In addition, in 2014 FedEx Office introduced the FedEx Ship&Get® pilot program, which is a shipping and delivery option available at select retail locations that allows customers to use stand-alone kiosks and lockers that are managed electronically to ship or pick up packages at their convenience.

In addition, FedEx Office offers packing services, and packing supplies and boxes are included in its retail product assortment.offerings. By allowing customers to have items professionally packed by specially trained FedEx Office team members and then shipped using any of the full range of FedEx Ground day-definite ground shipping and time-definite global expressFedEx Express shipping services, FedEx Office providesoffers a complete “pack-and-ship” solution. In November 2014, FedEx Office rolled out a new packing feature, Pack Plus, which expanded FedEx Office’s packing and shipping capabilities. FedEx Pack Plus offerings include new custom box building capabilities and techniques, a more robust assortment of specialty boxes and additional packing supplies, equipment and tools to serve our customers’ needs.

Almost all FedEx Office locations provide local pick-up and deliverypickup-and-delivery service — an offering whereby afor print jobs completed by FedEx Office. A FedEx courier picks up a customer’s print job at the customer’s location and then returns the finished product to the customer — with optionscustomer. Options and service areas varyingservices vary by location. Additionally, through cloud printing with FedEx Office Print Online, customers can upload files from some of the most popular cloud Web siteswebsites including Box, Dropbox and Google Drive™ and then select from a variety of printing options, andoptions. Customers can choose to pick up their completed order at FedEx Office locations nationwide or have the order delivered right to their door. Customers also have the ability to access these same cloud files through a USB drive or mobile device at self-serve copiers in FedEx Office locations, giving them seamless access to their files across our online and retail channels. Lastly, we now offer our FedEx SameDay City service is offered in selectmore than 20 markets across the U.S. ZIP codes,, which allows customers to get their packages across town inon the same day with local delivery by FedEx Office uniformed employees.team members in branded FedEx Office delivery vehicles.

As of May 31, 2013,2015, FedEx Office operated approximately 1,800 locations,customer facing centers, including 3025 locations in four foreign countries,Canada, as well as 2031 closed production centers. FedEx Office is headquartered in Dallas, Texas.

Trademarks

The “FedEx” trademark, service mark and trade name is essential to our worldwide business. FedEx, FedEx Express, FedEx Ground, FedEx Freight, FedEx Office, FedEx Services, FedEx SupplyChain, Systems, FedEx TechConnect, FedEx Trade Networks, FedEx SmartPost and FedEx Custom Critical, among others, are trademarks, service marks and trade names of Federal Express Corporation, or the respective companies, for which registrations, or applications for registration, are on file, as applicable. We have authorized, through licensing arrangements, the use of certain of our trademarks, service marks and trade names by our contractors and Global Service Participants to support our business. In addition, we license the use of certain of our trademarks, service marks and trade names on promotional items for the primary purpose of enhancing brand awareness.

- 20 -


Regulation

Air. Under the Federal Aviation Act of 1958, as amended, both the U.S. Department of Transportation (“DOT”DOT��) and the Federal Aviation Administration (“FAA”) exercise regulatory authority over FedEx Express.

The FAA’s regulatory authority relates primarily to operational aspects of air transportation, including aircraft standards and maintenance, as well as personnel and ground facilities, which may from time to time affect the ability of FedEx Express to operate its aircraft in the most efficient manner. FedEx Express holds an air carrier certificate granted by the FAA pursuant to Part 119 of the federal aviation regulations. This certificate is of unlimited duration and remains in effect so long as FedEx Express maintains its standards of safety and meets the operational requirements of the regulations.

In September 2010, the FAA proposed rules that would significantly reduce the maximum number of hours on duty and increase the minimum amount of rest time for our pilots, and thus require us to hire additional pilots and modify certain of our aircraft. When the FAA issued final regulations in December 2011, all-cargo carriers, including FedEx Express, were exempt from these new pilot fatigue requirements, and instead required to continue complying with previously enacted flight and duty time rules. In December 2012, the FAA reaffirmed the exclusion of us from the new rule. It is reasonably possible, however, that future security or flight safety requirements could impose material costs on us.

The DOT’s authority relates primarily to economic aspects of air transportation. The DOT’s jurisdiction extends to aviation route authority and to other regulatory matters, including the transfer of route authority between carriers. FedEx Express holds various certificates issued by the DOT, authorizing FedEx Express to engage in U.S. and international air transportation of property and mail on a worldwide basis.

Under the Aviation and Transportation Security Act of 2001, as amended, the Transportation Security Administration (“TSA”), an agency within the Department of Homeland Security, has responsibility for aviation security. The TSA continues to requirerequires FedEx Express to comply with a Full All-Cargo Aircraft Operator Standard Security Plan, which contains evolving and strict security requirements. These requirements are not static, but change periodically as the result of regulatory and legislative requirements, imposing additional security costs and creating a level of uncertainty for our operations. It is reasonably possible that these rules or other future security requirements could impose material costs on us.

FedEx Express participates in the Civil Reserve Air Fleet (“CRAF”) program. Under this program, the U.S. Department of Defense may requisition for military use certain of FedEx Express’s wide-bodied aircraft in the event of a declared need, including a national emergency. FedEx Express is compensated for the operation of any aircraft requisitioned under the CRAF program at standard contract rates established each year in the normal course of awarding contracts. Through its participation in the CRAF program, FedEx Express is entitled to bid on peacetime military cargo charter business. FedEx Express, together with a consortium of other carriers, currently contracts with the U.S. Governmentgovernment for such charter flights.

Ground. The ground transportation performed by FedEx Express is integral to its air transportation services. The enactment of the Federal Aviation Administration Authorization Act of 1994 abrogated the authority of states to regulate the rates, routes or services of intermodal all-cargo air carriers and most motor carriers. States may now only exercise jurisdiction over safety and insurance. FedEx Express is registered in those states that require registration.

- 21 -


The operations of FedEx Ground, FedEx Freight and FedEx Custom Critical in interstate commerce are currently regulated by the DOT and the Federal Motor Carrier Safety Administration, which retain limited oversight authority over motor carriers. Federal legislation preempts regulation by the states of rates and service in intrastate freight transportation.

Like other interstate motor carriers, our operations, including those at FedEx Express, are subject to certain DOT safety requirements governing interstate operations. In addition, vehicle weight and dimensions remain subject to both federal and state regulations.

International. FedEx Express’s international authority permits it to carry cargo and mail from points in its U.S. route system to numerous points throughout the world. The DOT regulates international routes and practices and is authorized to investigate and take action against discriminatory treatment of United StatesU.S. air carriers abroad. The right of a United StatesU.S. carrier to serve foreign points is subject to the DOT’s approval and generally requires a bilateral agreement between the United StatesU.S. and the foreign government. In addition, the carrier must then be granted the permission of such foreign government to provide specific flights and services. The regulatory environment for global aviation rights may from time to time impair the ability of FedEx Express to operate its air network in the most efficient manner. Additionally, global air cargo carriers, such as FedEx Express, are subject to current and potential additional aviation security regulation by foreign governments.

Our operations outside of the United States,U.S., such as FedEx Express’s growing international domestic operations, are also subject to current and potential regulations, including certain postal regulations and licensing requirements, that restrict, make difficult and sometimes prohibit, the ability of foreign-owned companies such as FedEx Express to compete effectively in parts of the international domestic transportation and logistics market.

Communication. Because of the extensive use of radio and other communication facilities in its aircraft and ground transportation operations, FedEx Express is subject to the Federal Communications Commission Act of 1934, as amended. Additionally, the Federal Communications Commission regulates and licenses FedEx Express’s activities pertaining to satellite communications.

Environmental. Pursuant to the Federal Aviation Act, the FAA, with the assistance of the U.S. Environmental Protection Agency (“EPA”), is authorized to establish standards governing aircraft noise. FedEx Express’s aircraft fleet is in compliance with current noise standards of the federal aviation regulations. In addition to federal regulation of aircraft noise, certain airport operators have local noise regulations, which limit aircraft operations by type of aircraft and time of day. These regulations have had a restrictive effect on FedEx Express’s aircraft operations in some of the localities where they apply but do not have a material effect on any of FedEx Express’s significant markets. Congress’s passage of the Airport Noise and Capacity Act of 1990 established a National Noise Policy, which enabled FedEx Express to plan for noise reduction and better respond to local noise constraints. FedEx Express’s international operations are also subject to noise regulations in certain of the countries in which it operates.

Concern over climate change, including the impact of global warming, has led to significant U.S. and international legislative and regulatory efforts to limit greenhouse gas (“GHG”) emissions, including our aircraft and diesel engine emissions. For example, duringin 2015, the EPA issued a proposed finding on GHG emissions from aircraft and its relationships to air pollution. The final finding is a regulatory prerequisite to the EPA’s adoption of a new certification standard for aircraft emissions. Additionally, in 2009, the European Commission approved the extension of the European Union Emissions Trading Scheme (“ETS”) for GHG emissions, to the airline industry. Under this decision, all FedEx Express flights to and from any airport in any member state ofthat are wholly within the European Union are now covered by the ETS requirements, and each year we are required to submit emission allowances in an amount equal to the carbon dioxide emissions from such flights. Because the European Union ETS is being contested by many countries on a number of fronts, and the effective date for parts of the ETS has been delayed until next year, the future impact on us is unclear. For a description of such efforts and their potential effect on our cost structure and operating results, see Item 1A of this Annual Report on Form 10-K (“Risk Factors”).

- 22 -


We are subject to federal, state and local environmental laws and regulations relating to, among other things, the shipment of dangerous goods, contingency planning for spills of petroleum products, the disposal of waste oil and the disposal of toners and other products used in FedEx Office’s copy machines. Additionally, we are subject to numerous regulations dealing with underground fuel storage tanks, hazardous waste handling, vehicle and equipment emissions and noise and the discharge of effluents from our properties and equipment. We have environmental management programs to ensure compliance with these regulations.

Customs. Our activities, including customs brokerage and freight forwarding, are subject to regulation by the Bureau of Customs and Border Protection and the TSA within the Department of Homeland Security (customs brokerage and security issues), the U.S. Federal Maritime Commission (ocean freight forwarding) and the DOT (air freight forwarding). Our offshore operations are subject to similar regulation by the regulatory authorities of foreign jurisdictions.

Labor. All U.S. employees at FedEx Express are covered by the Railway Labor Act of 1926, as amended (the “RLA”),RLA, while labor relations within the United StatesU.S. at our other companies are governed by the National Labor Relations Act of 1935, as amended (the “NLRA”). Under the RLA, groups that wish to unionize must do so across nationwide classes of employees. The RLA also requires mandatory government-led mediation of contract disputes supervised by the National Mediation BoardNMB before a union can strike or an employer can replace employees or impose contract terms. This part of the RLA helps minimize the risk of strikes that would shut down large portions of the economy. Under the NLRA, employees can unionize in small localized groups, and government-led mediation is not a required step in the negotiation process.

The RLA was originally passed to govern railroad and express carrier labor negotiations. As transportation systems evolved, the law expanded to cover airlines, which are the dominant national transportation systems of today. As an air express carrier with an integrated air/ground network, FedEx Express and its employees have been covered by the RLA since the founding of the company in 1971. The purpose of the RLA is to offer employees a process by which to unionize (if they choose) and engage in collective bargaining while also protecting global commerce from damaging work stoppages and delays. Specifically, the RLA ensures that an entire transportation system, such as at FedEx Express, cannot be shut down by the actions of a local segment of the network.

The U.S. Congress has, in the past, considered adopting changes in labor laws that would make it easier for unions to organize units of our employees. For example, there is always a possibility that Congress could remove most FedEx Express employees from the jurisdiction of the RLA, thereby exposing the FedEx Express network to sporadic labor disputes and the risk that small groups of employees could disrupt the entire air/ground network. In addition, federal and state governmental agencies have and may continue to take actions that could make it easier for our employees to organize under the RLA or NLRA. For a description of these potential labor law changes, see Item 1A of this Annual Report on Form 10-K (“Risk Factors”).

Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act.We have comprehensive export controls and economic sanctions programs designed to ensure compliance with United States and other applicable export laws, rules and regulations. As part of our ongoing efforts to monitor the effectiveness of our international trade compliance programs, we recently identified the shipments described below involving FedEx Express, which occurred during 2013.

During 2013, a Dubai-based package consolidator tendered approximately 32,000 shipments to FedEx Express for handling, including 16 separate shipments for delivery to branches of Mir Business Bank in Russia and branches of Bank Melli in Azerbaijan, Iraq and Germany. Both banks are identified on the list of Specially Designated Nationals maintained by the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”). Each of these shipments contained only documents. The aggregate revenue for these shipments was $212. There was no profit associated with these shipments.

This consolidator also tendered six separate shipments to FedEx Express for delivery to Iranian embassies and a consulate in Germany, Malaysia, Australia, Thailand and Argentina. These shipments contained documents, books, magazines, CDs, toys, nuts and/or candy. The aggregate revenue for these shipments was $218. There was no profit associated with these shipments.

The tendering of these shipments to FedEx Express violated the terms of the written agreements between FedEx Express and this consolidator.

FedEx Express’s handling of these shipments was inadvertent and not in accordance with our internal policies and procedures. Promptly upon learning of these shipments, FedEx Express canceled its agreements with the consolidator described above and certain other Dubai-based package consolidators and discontinued certain services in Dubai. We have implemented enhanced controls, procedures and other measures in connection with our international trade compliance programs that are designed to prevent these activities from recurring.

Our investigation into past shipments tendered by Dubai-based consolidators is ongoing. We have made initial voluntary disclosures to OFAC and will supplement these disclosures as our investigation is completed. We intend to fully cooperate with OFAC regarding these matters.

ITEM 1A. RISK FACTORS

We present information about our risk factors on pages 7681 through 8186 of this Annual Report on Form 10-K.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

- 23 -


ITEM 2. PROPERTIES

ITEM 2.PROPERTIES

FedEx Express Segment

FedEx Express’s principal owned and leased properties include its aircraft, vehicles, national, regional and metropolitan sorting facilities, administration buildings, FedEx Drop Boxes and data processing and telecommunications equipment.

Aircraft and Vehicles

As of May 31, 2013,2015, FedEx Express’s aircraft fleet consisted of the following:

 

Description

   Owned     Leased     Total   Maximum Gross
Structural  Payload
(Pounds per Aircraft) (1)
     Owned       Leased       Total   Maximum Gross
Structural Payload

  (Pounds per Aircraft)(1)
 

Boeing B777F

  23    0    23    233,300     25     0     25    233,300  

Boeing MD11

  38    26    64    192,600     31     25     56    192,600  

Boeing MD10-30

  13    4    17    175,900     12     1     13    175,900  

Boeing MD10-10

  47    0    47    137,500     36     0     36    137,500  

Boeing 767F

   18     3     21(2)   127,100  

Airbus A300-600

  35    36    71    106,600     32     36     68    106,600  

Airbus A310-200/300

  30    0    30    83,170     21     0     21    83,170  

Boeing B757-200

  89    0    89(2)   63,000     119     0     119(3)   63,000  

Boeing B727-200

  14    0    14    59,300  

ATR 72-202/212

  21    0    21    17,970     21     0     21    17,970  

ATR 42-300/320

  26    0    26    12,070     26     0     26    12,070  

Cessna 208B

  245    0    245    2,830     241     0     241    2,830  
 

 

  

 

  

 

    

 

   

 

   

 

  

Total

      581        66        647          582         65         647   
 

 

  

 

  

 

    

 

   

 

   

 

  

 

 

(1)

Maximum gross structural payload includes revenue payload and container weight.

(2)

Includes 16four aircraft not currently in operation and awaiting completion of modification.

(3)

Includes eighteen aircraft not currently in operation and awaiting completion of modification.

 

The B777Fs are two-engine, wide-bodied cargo aircraft that have a longer range and larger capacity than any other aircraft we operate.

 

The MD11s are three-engine, wide-bodied aircraft that have a longer range and larger capacity than MD10s.

 

The MD10s are three-engine, wide-bodied aircraft that have received an Advanced Common Flightdeck (ACF) modification, which includes a conversion to a two-pilot cockpit, as well as upgrades of electrical and other systems.

 

The B767Fs are two-engine, long-range, wide-bodied cargo aircraft.

The A300s and A310s are two-engine, wide-bodied aircraft that have a longer range and more capacity than B757s and B727s.B757s.

 

The B757s are two-engine, narrow-bodied aircraft configured for cargo service.

The B727s are three-engine, narrow-bodied aircraft configured for cargo service. The B727 fleet was retired in June 2013.

 

The ATR and Cessna 208 turbo-prop aircraft are leased to independent operators to support FedEx Express operations in areas where demand does not justify use of a larger aircraft.

An inventory of spare engines and parts is maintained for each aircraft type.

In addition, FedEx Express leases smaller aircraft to operators, and these operators use the aircraft to move FedEx packages to and from airports served by FedEx Express’s larger jet aircraft. The lease agreements generally call for the lessee to provide the flight crews, maintenance, fuel and other supplies required to operate the aircraft, and FedEx Express reimburses the lessee for these items. The lease agreements are for terms not exceeding one year and are generally cancelable upon 30 days’ notice.

- 24 -


At May 31, 2013,2015, FedEx Express operated approximately 54,10056,000 ground transport vehicles, including pickup and deliverypickup-and-delivery vans, larger trucks called container transport vehicles and over-the-road tractors and trailers.

Aircraft Purchase Commitments

The following table is a summary of the number and type of aircraft we were committed to purchase as of May 31, 2013,2015, with the year of expected delivery:

 

   B757     B767F(1)     B777F(2)     Total       B767F(1)       B777F(2)       Total   
          

2014

  13    4    2    19  

2015

      12        12  

2016

      10    2    12     11     2     13  

2017

      10        10     12          12  

2018

      10    2    12     11     2     13  

2019

   6     2     8  

2020

        3     3  

Thereafter

      4    14    18          9     9  
 

 

  

 

  

 

  

 

   

 

   

 

   

 

 

Total

  13    50    20    83     40     18     58  
 

 

  

 

  

 

  

 

   

 

   

 

   

 

 

 

(1)

As of May 31, 2013,2015, our obligation to purchase fourthree of these aircraft was conditioned upon there being no event that causes FedEx Express or its employees to not be covered by the RLA.

(2)

As of May 31, 2013,2015, our obligation to purchase nine of these aircraft was conditioned upon there being no event that causes FedEx Express or its employees to not be covered by the RLA.

As of May 31, 2013,2015, deposits and progress payments of $414$472 million had been made toward aircraft purchases and other planned aircraft-related transactions. Also see Note 17 of the accompanying consolidated financial statements for more information about our purchase commitments.

- 25 -


Sorting and Handling Facilities

At May 31, 2013,2015, FedEx Express operated the following major sorting and handling facilities:

 

Location

    Acres     Square
Feet
   Sorting
Capacity
  (per hour) (1)  
   

Lessor

  Lease
     Expiration    
Year
     Acres     Square
Feet
   Sorting
Capacity
  (per hour) (1)  
   

Lessor

  Lease
     Expiration    
Year
 

National

                    

Memphis, Tennessee

   784     3,514,000     475,000    Memphis-Shelby County
Airport Authority
   2036     784     3,663,000     475,000    Memphis-Shelby County
Airport Authority
   2036  

Indianapolis, Indiana

   316     2,509,000     214,000    

Indianapolis Airport

Authority

   2017/2028(5)    316     2,509,000     214,000    

Indianapolis Airport

Authority

   2028  

Regional

                    

Fort Worth, Texas

   168     948,000     76,000    Fort Worth Alliance Airport
Authority
   2021     168     948,000     76,000    Fort Worth Alliance Airport
Authority
   2021  

Newark, New Jersey

   70     595,000     156,000    Port Authority of New York
and New Jersey
   2030     70     595,000     156,000    Port Authority of New York
and New Jersey
   2030  

Oakland, California

   75     320,000     54,000    City of Oakland   2031     75     448,935     63,000    City of Oakland   2036  

Greensboro, N. Carolina

   165     593,000     29,000    Piedmont Triad Airport
Authority
   2031     165     593,000     29,000    Piedmont Triad Airport
Authority
   2031  

Metropolitan

                    

Chicago, Illinois

   66     597,000     23,000    City of Chicago   2018/2028(6)    66     597,000     23,000    City of Chicago   2018/2028(5) 

Los Angeles, California

   34     305,300     57,000    City of Los Angeles   2021/2025(7)    34     305,300     57,000    City of Los Angeles   2021/2025(6) 

International

                    

Anchorage, Alaska(2)

   64     332,000     25,000    Alaska Department of
Transportation and Public
Facilities
   2023     64     332,000     25,000    State of Alaska,
Department of
Transportation and
Public Facilities
   2023  

Paris, France(3)

   111     1,238,000     63,000    Aeroports de Paris   2029     111     1,238,000     63,000    Aeroports de Paris   2029  

Cologne, Germany(3)

   7     325,000     20,000    Cologne Bonn Airport   2040     11     325,000     20,000    Cologne Bonn Airport   2040  

Guangzhou, China(4)

   155     882,000     64,000    Guangdong Airport
Management Corp.
   2029     155     873,006     64,000    Guangdong Airport
Management Corp.
   2029  

Osaka, Japan(4)

   17     425,206     9,000    New Kansai
International Airport
Co., Ltd.
   2024  

 

 

(1)

Documents and packages.

 

(2)

Handles international express package and freight shipments to and from Asia, Europe and North America.

 

(3)

Handles intra-Europe express package and freight shipments, as well as international express package and freight shipments to and from Europe.

 

(4)

Handles intra-Asia express package and freight shipments, as well as international express package and freight shipments to and from Asia.

 

(5)

Property is held under two separate leases — lease for original hub expires in 2017, and lease for additional buildings expires in 2028.

(6)

Property is held under two separate leases — lease for original hub expires in 2018, and lease for new facility expires in 2028.

 

(7)(6)

Property is held under two separate leases — lease for sorting and handling facility expires in 2021, and lease for ramp expansion expires in 2025.

FedEx Express’s primary sorting facility, which serves as the center of its multiple hub-and-spoke system, is located at the Memphis International Airport. FedEx Express’s facilities at the Memphis International Airport also include aircraft hangars, aircraft ramp areas, vehicle parking areas, flight training and fuel facilities, administrative offices and warehouse space. FedEx Express leases these facilities from the Memphis-Shelby County Airport Authority (the “Authority”). The lease obligates FedEx Express to maintain and insure the leased property and to pay all related taxes, assessments and other charges. The lease is subordinate to, and FedEx Express’s rights thereunder could be affected by, any future lease or agreement between the Authority and the U.S. Government.government.

FedEx Express has additional international sorting-and-handling facilities located at Narita Airport in Tokyo, Stansted Airport outside London and Pearson Airport in Toronto. FedEx Express also has a substantial presence at airports in Hong Kong, Taiwan, Dubai and Miami.

Administrative and Other Properties and Facilities

The World Headquarters of FedEx Express is located in southeastern Shelby County, Tennessee. FedEx Express owns its headquarters campus, which comprises nine separate buildings with approximately 1.3 million square feet of space. FedEx Express also leases 39 facilities in the Memphis area for administrative offices and warehouses.

FedEx Express owns or leases 645638 facilities for city station operations in the United States. In addition, 560606 city stations are owned or leased throughout FedEx Express’s international network. The majority of these leases are for terms of five to ten years. City stations serve as a sorting and distribution center for a particular city or region. We believe that suitable alternative facilities are available in each locale on satisfactory terms, if necessary.

- 26 -


As of May 31, 2013,2015, FedEx Express had approximately 38,50041,000 Drop Boxes. FedEx Express also has approximately 12,90015,000 FedEx Authorized ShipCenters and other types of staffed drop-off locations, such as FedEx Office centers. Internationally, FedEx Express had approximately 4,8507,000 drop-off locations.

FedEx Ground Segment

FedEx Ground’s corporate offices are located in the Pittsburgh, Pennsylvania area in an approximately 500,000 square-foot building owned by FedEx Ground.area. As of May 31, 2013,2015, FedEx Ground had approximately 38,10048,000 company-owned trailers and owned or leased 528547 facilities, including 33 hubs. In addition, approximately 35,64047,000 owner-operated vehicles support FedEx Ground’s business. Of the 331357 facilities that support FedEx Home Delivery, 243275 are co-located with existing FedEx Ground facilities. Leased facilities generally have terms of five years or less. The 33 hub facilities are strategically located to cover the geographic area served by FedEx Ground. The hub facilities average 357,000approximately 383,000 square feet and range in size from 54,000114,000 to 715,000825,500 square feet.

FedEx Freight Segment

FedEx Freight’s corporate headquarters are located in Memphis, Tennessee, with some administrative offices for the FedEx Freight business in Harrison, Arkansas. As of May 31, 2013,2015, the FedEx Freight segment operated approximately 59,00065,000 vehicles and trailers and approximately 370 service centers, which are strategically located to provide service throughout North America. These facilities range in size from 850approximately 860 to 220,000 square feet of office and dock space. FedEx Custom Critical’s headquarters are located in Green, Ohio.

FedEx Services Segment

FedEx Services’ corporate headquarters are located in Memphis, Tennessee. FedEx Services and FedEx Express leaseleases state-of-the-art technology centers in Collierville, Tennessee Irving, Texas,and Colorado Springs, Colorado, and Orlando, Florida.Colorado. These facilities house personnel responsible for strategic software development and other functions that support FedEx’s technology and e-commerce solutions. FedEx Office’s corporate headquarters are located in Dallas, Texas in leased facilities. As of May 31, 2013,2015, FedEx Office operated approximately 1,800 locations,customer facing centers, including 3025 locations in four foreign countries,Canada, as well as 2031 closed production centers. Substantially all FedEx Office centers are leased, generally for terms of five to ten years with varying renewal options. FedEx Office centers are generally located in strip malls, office buildings or stand-alone structures and customer facing centers average approximately 4,0003,900 square feet in size. We have a multi-yearFedEx Services has an agreement with OfficeMax North America, Inc. to offer U.S. domestic FedEx Express and FedEx Ground shipping services at all U.S. OfficeMax retail locations (more than 940(approximately 800 locations). Additionally, the FedEx Authorized Ship Center program offers U.S. domestic and international FedEx Express and FedEx Ground shipping and drop-off services through a network of approximately 5,500 franchised and independent “pack and ship” retail locations.

ITEM 3. LEGAL PROCEEDINGS

ITEM 3.LEGAL PROCEEDINGS

FedEx and its subsidiaries are subject to legal proceedings and claims that arise in the ordinary course of their business. For a description of material pending legal proceedings, see Note 18 of the accompanying consolidated financial statements.

- 27 -


ITEM 4. MINE SAFETY DISCLOSURES

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding executive officers of FedEx is as follows (included herein pursuant to Instruction 3 to Item 401(b) of Regulation S-K and General Instruction G(3) of Form 10-K):

 

Name and Office

  

 Age 

  

Positions and Offices Held and Business Experience

Frederick W. Smith

Chairman, President and Chief Executive Officer

  6870  Chairman, President and Chief Executive Officer of FedEx since January 1998; Chairman of FedEx Express since 1975; Chairman, President and Chief Executive Officer of FedEx Express from April 1983 to January 1998; Chief Executive Officer of FedEx Express from 1977 to January 1998; and President of FedEx Express from June 1971 to February 1975.

David J. Bronczek

President and Chief Executive Officer, FedEx Express

  5961  President and Chief Executive Officer of FedEx Express since January 2000; Executive Vice President and Chief Operating Officer of FedEx Express from January 1998 to January 2000; Senior Vice President — Europe, Middle East and Africa of FedEx Express from June 1995 to January 1998; Senior Vice President — Europe, Africa and Mediterranean of FedEx Express from June 1993 to June 1995; Vice President — Canadian Operations of FedEx Express from February 1987 to March 1993; and several sales and operations managerial positions at FedEx Express from 1976 to 1987. Mr. Bronczek serves as a director of International Paper Company, an uncoated paper and packaging company.

Name and Office

 Age 

Positions and Offices Held and Business Experience

Robert B. Carter

Executive Vice President — FedEx Information Services and Chief Information Officer

  5456  Executive Vice President — FedEx Information Services and Chief Information Officer of FedEx since January 2007; Executive Vice President and Chief Information Officer of FedEx from June 2000 to January 2007; Corporate Vice President and Chief Technology Officer of FedEx from February 1998 to June 2000; Vice President — Corporate Systems Development of FedEx Express from September 1993 to February 1998; Managing Director — Systems Development of FedEx Express from April 1993 to September 1993. Mr. Carter serves as a director of Saks Incorporated, a retailer operating luxury, specialty and traditional department stores, and as a director of First Horizon National Corporation, a financial services holding company.

- 28 -


Name and Office

 Age 

Positions and Offices Held and Business Experience

Michael L. Ducker

President and Chief Executive Officer, FedEx Freight Corporation

61President and Chief Executive Officer of FedEx Freight Corporation since January 2015; Executive Vice President and Chief Operating Officer and President of International for FedEx Express from December 2009 to January 2015; Executive Vice President and President of International of FedEx Express from December 1999 to December 2009; Senior Vice President of Asia/Pacific of FedEx Express from September 1995 to December 1999; and various management positions in operations at FedEx Express from 1978 to 1995. Mr. Ducker serves as Chairman of the U.S. Chamber of Commerce, and as a director of International Flavors & Fragrances Inc., a global creator of flavors and fragrances used in consumer products.

T. Michael Glenn

Executive Vice President — Market Development and Corporate Communications

  5759  Executive Vice President — Market Development and Corporate Communications of FedEx since January 1998; Senior Vice President — Marketing, Customer Service and Corporate Communications of FedEx Express from June 1994 to January 1998; Senior Vice President — Marketing and Corporate Communications of FedEx Express from December 1993 to June 1994; Senior Vice President — Worldwide Marketing Catalog Services and Corporate Communications of FedEx Express from June 1993 to December 1993; Senior Vice President — Catalog and Remail Services of FedEx Express from September 1992 to June 1993; Vice President — Marketing of FedEx Express from August 1985 to September 1992; and various management positions in sales and marketing and senior sales specialist of FedEx Express from 1981 to 1985. Mr. Glenn serves as a director of Pentair, Inc., a diversified industrial manufacturing company operating in water and technical products business segments, and as a director of Level 3 Communications, Inc., a global communications services company.

Alan B. Graf, Jr.

Executive Vice President and Chief Financial Officer

  5961  Executive Vice President and Chief Financial Officer of FedEx since January 1998; Executive Vice President and Chief Financial Officer of FedEx Express from February 1996 to January 1998; Senior Vice President and Chief Financial Officer of FedEx Express from December 1991 to February 1996; Vice President and Treasurer of FedEx Express from August 1987 to December 1991; and various management positions in finance and a senior financial analyst of FedEx Express from 1980 to 1987. Mr. Graf serves as a director ofMid-America Apartment Communities, Inc., a real estate investment trust that focuses on acquiring, constructing, developing, owning and operating apartment communities, and as a director of NIKE, Inc., a designer and marketer of athletic footwear, apparel, equipment and accessories for sports and fitness activities.

- 29 -


Name and Office

  

 Age 

  

Positions and Offices Held and Business Experience

William J. Logue

President and Chief Executive Officer, FedEx Freight Corporation

55President and Chief Executive Officer of FedEx Freight Corporation (parent of FedEx Freight) since March 2010; President of FedEx Freight Corporation from December 2009 to February 2010; Executive Vice President and Chief Operating Officer — U.S. of FedEx Express from March 2008 to November 2009; Executive Vice President — U.S. Operations and System Support of FedEx Express from September 2006 to March 2008; Senior Vice President — U.S. Operations of FedEx Express from August 2004 to September 2006; Senior Vice President — Air-Ground and Freight Services of FedEx Express from 1999 to August 2004; Vice President — National Hub Operations, Memphis Hub of FedEx Express from 1995 to 1999; and various operations management positions with FedEx Express from 1989 to 1995.

Henry J. Maier

President and Chief Executive Officer, FedEx Ground

  5961  President and Chief Executive Officer of FedEx Ground since June 2013; Executive Vice President — Strategic Planning and Communications of FedEx Ground from September 2009 to June 2013; Senior Vice President — Strategic Planning and Communications of FedEx Ground from December 2006 to September 2009; Vice President — Marketing of FedEx Services from March 2000 to December 2006; Vice President — Marketing and Communications of FedEx Ground from June 1999 to March 2000; and various management positions in logistics, sales, marketing and communications with RPS, Inc. and Caliber Logistics, Inc. from 1986 to 1999.

Christine P. Richards

Executive Vice President, General Counsel and Secretary

  5860  Executive Vice President, General Counsel and Secretary of FedEx since June 2005; Corporate Vice President — Customer and Business Transactions of FedEx from March 2001 to June 2005; Senior Vice President and General Counsel of FedEx Services from March 2000 to June 2005; Staff Vice President — Customer and Business Transactions of FedEx from November 1999 to March 2001; Vice President — Customer and Business Transactions of FedEx Express from 1998 to November 1999; and various legal positions with FedEx Express from 1984 to 1998.

Executive officers are elected by, and serve at the discretion of, the Board of Directors. There is no arrangement or understanding between any executive officer and any person, other than a director or executive officer of FedEx or of any of its subsidiaries acting in his or her official capacity, pursuant to which any executive officer was selected. There are no family relationships between any executive officer and any other executive officer or director of FedEx or of any of its subsidiaries.

- 30 -


PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

FedEx’s common stock is listed on the New York Stock Exchange under the symbol “FDX.” As of July 12, 2013,10, 2015, there were13,151 12,601 holders of record of our common stock. The following table sets forth, for the periods indicated, the high and low sale prices, as reported on the NYSE, and the cash dividends paid per share of common stock.

 

  Sale Prices   Dividend   Sale Prices     
  High   Low     High   Low   Dividend 

Fiscal Year Ended May 31, 2013

      

Fiscal Year Ended May 31, 2015

      

Fourth Quarter

  $109.66    $90.61    $0.14    $178.79    $163.60    $0.20  

Third Quarter

   107.50     87.99     0.14     183.51     163.57     0.20  

Second Quarter

   94.26     83.92     0.14     179.79     148.37     0.20  

First Quarter

   93.17     83.80     0.14     155.31     138.30     0.20  

Fiscal Year Ended May 31, 2012

      

Fiscal Year Ended May 31, 2014

      

Fourth Quarter

  $96.89    $84.86    $0.13    $144.85    $130.64    $0.15  

Third Quarter

   97.19     76.95     0.13     144.39     128.17     0.15  

Second Quarter

   85.75     64.07     0.13     140.55     106.38     0.15  

First Quarter

   98.66     72.16     0.13     113.34     94.60     0.15  

FedEx also paid a cash dividend on July 1, 20132, 2015 ($0.150.25 per share). We expect to continue to pay regular quarterly cash dividends, though each subsequent quarterly dividend is subject to review and approval by our Board of Directors. We evaluate the dividend payment amount on an annual basis at the end of each fiscal year. There are no material restrictions on our ability to declare dividends, nor are there any material restrictions on the ability of our subsidiaries to transfer funds to us in the form of cash dividends, loans or advances. FedEx did not repurchase any

The following table provides information on FedEx’s repurchases of itsour common stock during the fourth quarter of 2013.2015.

ISSUER PURCHASES OF EQUITY SECURITIES

Period

  Total Number of
Shares  Purchased
   Average Price
Paid per  Share
   Total Number of
Shares  Purchased
as Part of
Publicly
Announced
Programs
   Maximum
Number of
Shares That May
Yet Be Purchased
Under the
Programs
 

March 1-31, 2015

   50,000    $171.83     50,000     13,550,000  

April 1-30, 2015

   800,000     169.51     800,000     12,750,000  

May 1-31, 2015

   550,000     170.74     550,000     12,200,000  
  

 

 

     

 

 

   

Total

   1,400,000     170.12     1,400,000    
  

 

 

     

 

 

   

The repurchases were made under the stock repurchase program approved by our Board of Directors and announced on September 29, 2014 and through which we were authorized to purchase, in the open market or in privately negotiated transactions, up to an aggregate of 15 million shares of our common stock. As of July 10, 2015, 11.3 million shares remained authorized for purchase under the September 2014 stock repurchase program, which is the only such program that currently exists. The program does not have an expiration date.

- 31 -


ITEM 6. SELECTED FINANCIAL DATA

Selected financial data as of and for the five years ended May 31, 20132015 is presented on page 133143 of this Annual Report onForm 10-K.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Management’s discussion and analysis of results of operations and financial condition is presented on pages 39 through 8187 of this Annual Report on Form 10-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and qualitative information about market risk is presented on page 132142 of this Annual Report on Form 10-K.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FedEx’s consolidated financial statements, together with the notes thereto and the report of Ernst & Young LLP dated July 15, 201314, 2015 thereon, are presented on pages 8490 through 131141 of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Management’s Evaluation of Disclosure Controls and Procedures

The management of FedEx, with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to FedEx management as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of May 31, 20132015 (the end of the period covered by this Annual Report on Form 10-K).

Assessment of Internal Control Over Financial Reporting

Management’s report on our internal control over financial reporting is presented on page 8288 of this Annual Report on Form 10-K. The report of Ernst & Young LLP with respect to our internal control over financial reporting is presented on page 8389 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

During our fiscal quarter ended May 31, 2013,2015, 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.

ITEM 9B. OTHER INFORMATION

None.

- 32 -


PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information regarding members of the Board of Directors, compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, FedEx’s Code of Business Conduct and Ethics and certain other aspects of FedEx’s corporate governance (such as the procedures by which FedEx’s stockholders may recommend nominees to the Board of Directors and information about the Audit Committee, including its members and our “audit committee financial expert”) will be presented in FedEx’s definitive proxy statement for its 20132015 annual meeting of stockholders, which will be held on September 23, 2013,28, 2015, and is incorporated herein by reference. Information regarding executive officers of FedEx is included above in Part I of this Annual Report on Form 10-K under the caption “Executive Officers of the Registrant” pursuant to Instruction 3 to Item 401(b) of Regulation S-K and General Instruction G(3) of Form 10-K. Information regarding FedEx’s Code of Business Conduct and Ethics is included above in Part I, Item 1 of this Annual Report on Form 10-K under the caption “Reputation and Responsibility — Governance.”

ITEM 11. EXECUTIVE COMPENSATION

Information regarding director and executive compensation will be presented in FedEx’s definitive proxy statement for its 20132015 annual meeting of stockholders, which will be held on September  23, 2013,28, 2015, and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information regarding security ownership of certain beneficial owners and management and related stockholder matters, as well as equity compensation plan information, will be presented in FedEx’s definitive proxy statement for its 20132015 annual meeting of stockholders, which will be held on September 23, 2013,28, 2015, and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information regarding certain relationships and transactions with related persons (including FedEx’s policies and procedures for the review and preapproval of related person transactions) and director independence will be presented in FedEx’s definitive proxy statement for its 20132015 annual meeting of stockholders, which will be held on September 23, 2013,28, 2015, and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information regarding the fees for services provided by Ernst & Young LLP during 20132015 and 20122014 and the Audit Committee’s administration of the engagement of Ernst & Young LLP, including the Committee’s preapproval policies and procedures (such as FedEx’s Policy on Engagement of Independent Auditor), will be presented in FedEx’s definitive proxy statement for its 20132015 annual meeting of stockholders, which will be held on September 23, 2013,28, 2015, and is incorporated herein by reference.

- 33 -


PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1) and (2) Financial Statements; Financial Statement Schedules

FedEx’s consolidated financial statements, together with the notes thereto and the report of Ernst & Young LLP dated July 15, 201314, 2015 thereon, are listed on pages 37 through 38 and presented on pages 8490 through 131141 of this Annual Report on Form 10-K. FedEx’s “Schedule II — Valuation and Qualifying Accounts,” together with the report of Ernst & Young LLP dated July 15, 201314, 2015 thereon, is presented on pages 134145 through 135146 of this Annual Report on Form 10-K. All other financial statement schedules have been omitted because they are not applicable or the required information is included in FedEx’s consolidated financial statements or the notes thereto.

(a)(3) Exhibits

See the Exhibit Index on pages E-1 through E-10E-12 for a list of the exhibits being filed or furnished with or incorporated by reference into this Annual Report on Form 10-K.

- 34 -


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 FEDEX CORPORATION 
Dated: July 15, 201314, 2015 By: 

/s/ FREDERICK W. SMITH

 
  Frederick W. Smith 
  Chairman, President and 
  Chief Executive Officer 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

 

Signature

 

Capacity

 

Date

/s/ FREDERICK W. SMITH

 

Chairman, President and Chief Executive Officer and Director

(Principal Executive Officer)

 July 15, 201314, 2015

Frederick W. Smith

  

/s/ ALAN B. GRAF, JR.

 

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

 July 15, 201314, 2015

Alan B. Graf, Jr.

  

/s/ JOHN L. MERINO

 

Corporate Vice President and Principal Accounting Officer

(Principal Accounting Officer)

 July 15, 201314, 2015

John L. Merino

  

/s/ JAMES L. BARKSDALE *

 

Director

 July 15, 201314, 2015

James L. Barksdale

 

/s/ JOHN A. EDWARDSON *

 

Director

 July 15, 201314, 2015

John A. Edwardson

 

/s/ MARVIN R. ELLISON *

Director

July 14, 2015

Marvin R. Ellison

/s/ KIMBERLY A. JABAL *

Director

July 14, 2015

Kimberly A. Jabal

/s/ SHIRLEY ANN JACKSON *

 

Director

 July 15, 201314, 2015

Shirley Ann Jackson

 

/s/ STEVEN R. LORANGER *

 

Director

July 15, 2013

Steven R. Loranger

- 35 -


Signature

 

Capacity

 

Date

/s/ GARY W. LOVEMAN *

 

Director

 July 15, 201314, 2015

Gary W. Loveman

 

/s/ R. BRAD MARTIN *

 

Director

 July 15, 201314, 2015

R. Brad Martin

 

/s/ JOSHUA COOPER RAMO *

 

Director

 July 15, 201314, 2015

Joshua Cooper Ramo

 

/s/ SUSAN C. SCHWAB *

 

Director

 July 15, 201314, 2015

Susan C. Schwab

 

/s/ JOSHUA I. SMITH *

 

Director

July 15, 2013

Joshua I. Smith

/s/ DAVID P. STEINER *

 

Director

 July 15, 201314, 2015

David P. Steiner

 

/s/ PAUL S. WALSH *

 

Director

 July 15, 201314, 2015

Paul S. Walsh

 

*By: /s/ JOHN L. MERINO

July 14, 2015

John L. Merino

Attorney-in-Fact

  July 15, 2013

- 36 -


FINANCIAL SECTION TABLESECTIONTABLE OF CONTENTS

 

    PAGE  

Management’s Discussion and Analysis of Results of Operations and Financial Condition

  

Overview of Financial Section

   39  

Results of Operations

   41  

Recent Accounting Guidance

   5053  

Reportable Segments

   5154  

FedEx Services Segment

   5154  

FedEx Express Segment

   5356  

FedEx Ground Segment

   5861  

FedEx Freight Segment

   6165  

Financial Condition

   6468  

Liquidity

   6468  

Capital Resources

   6570  

Liquidity Outlook

   6570  

Contractual Cash Obligations and Off-Balance Sheet Arrangements

   6772  

Critical Accounting Estimates

   6873  

Retirement Plans

   6873  

Self-Insurance Accruals

   7177  

Long-Lived Assets

   7277  

Contingencies

   7479  

Risk Factors

   7681  

Forward-Looking Statements

   8086  

Consolidated Financial Statements

  

Management’s Report on Internal Control over Financial Reporting

   8288  

Reports of Independent Registered Public Accounting Firm

   8389  

Consolidated Balance Sheets
May 31, 20132015 and 20122014

   8591  

 

-37-- 37 -


Consolidated Statements of Income
Years Ended May 31, 2013, 20122015, 2014 and 20112013

   8793  

Consolidated Statements of Comprehensive Income (Loss)
Years Ended May 31, 2013, 20122015, 2014 and 20112013

   8894  

Consolidated Statements of Cash Flows
Years Ended May 31, 2013, 20122015, 2014 and 20112013

   8995  

Consolidated Statements of Changes in Stockholders’ Investment
Years Ended May  31, 2013, 20122015, 2014 and 20112013

   9096  

Notes to Consolidated Financial Statements

   9197  

Other Financial Information

  

Quantitative and Qualitative Disclosures about Market Risk

   132142  

Selected Financial Data

   133143  

Report of Independent Registered Public Accounting Firm

   134145  

Schedule II Valuation and Qualifying Accounts

   135146  

Computation of Ratio of Earnings to Fixed Charges

   136147  

 

-38-- 38 -


MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND

FINANCIAL CONDITION

OVERVIEW OF FINANCIAL SECTION

The financial section of the FedEx Corporation (“FedEx”) Annual Report on Form 10-K (“Annual Report”) consists of the following Management’s Discussion and Analysis of Results of Operations and Financial Condition (“MD&A”), the Consolidated Financial Statements and the notes to the Consolidated Financial Statements, and Other Financial Information, all of which include information about our significant accounting policies, practices and the transactions that underlie our financial results. The following MD&A describes the principal factors affecting the results of operations, liquidity, capital resources, contractual cash obligations and the critical accounting estimates of FedEx. The discussion in the financial section should be read in conjunction with the other sections of this Annual Report, particularly “Item 1: Business” and our detailed discussion of risk factors included in this MD&A.

ORGANIZATION OF INFORMATION

Our MD&A is composed of three major sections: Results of Operations, Financial Condition and Critical Accounting Estimates. These sections include the following information:

 

Results of operations includes an overview of our consolidated 20132015 results compared to 2012,2014 results, and 20122014 results compared to 2011.2013 results. This section also includes a discussion of key actions and events that impacted our results, as well as our outlook for 2014.2016.

 

The overview is followed by a financial summary and analysis (including a discussion of both historical operating results and our outlook for 2014)2016) for each of our reportable transportation segments.

 

Our financial condition is reviewed through an analysis of key elements of our liquidity, capital resources and contractual cash obligations, including a discussion of our cash flows and our financial commitments.

 

Critical accounting estimates discusses those financial statement elements that we believe are important to understanding certain of the material judgments and assumptions incorporated in our financial results.

 

We conclude with a discussion of risks and uncertainties that may impact our financial condition and operating results.

DESCRIPTION OF BUSINESS

We provide a broad portfolio of transportation, e-commerce and business services through companies competing collectively, operating independently and managed collaboratively, under the respected FedEx brand. Our primary operating companies are Federal Express Corporation (“FedEx Express”), the world’s largest express transportation company; FedEx Ground Package System, Inc. (“FedEx Ground”), a leading North American provider of small-package ground delivery services; and FedEx Freight, Inc. (“FedEx Freight”), a leading North AmericanU.S. provider of less-than-truckload (“LTL”) freight services. These companies represent our major service lines and, along with FedEx Corporate Services, Inc. (“FedEx Services”), form the core of our reportable segments.

Our FedEx Services segment provides sales, marketing, information technology, communications and certain back-office support to our transportation segments. In addition, the FedEx Services segment provides customers with retail access to FedEx Express and FedEx Ground shipping services through FedEx Office and Print Services, Inc. (“FedEx Office”), and provides customer service, technical support and billing and collection services through FedEx TechConnect, Inc. (“FedEx TechConnect”). See “Reportable Segments” for further discussion and refer to “Item 1: Business” for a more detailed description of each of our operating companies.

 

-39-- 39 -


The key indicators necessary to understand our operating results include:

 

the overall customer demand for our various services based on macro-economic factors and the global economy;

 

the volumes of transportation services provided through our networks, primarily measured by our average daily volume and shipment weight;

 

the mix of services purchased by our customers;

 

the prices we obtain for our services, primarily measured by yield (revenue per package or pound or revenue per hundredweight and shipment for LTL freight shipments);

 

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

 

the timing and amount of fluctuations in fuel prices and our ability to 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 changechanges in revenues and volumes. Therefore, the discussion of operating expense captions focuses on the key drivers and trends impacting expenses other than changes in revenues and volume. The line item “Other operating expenses” includes costs predominantly associated with outside service contracts (such as security and facility services), insurance, professional fees, uniforms and advertising.

Except as otherwise specified, references to years indicate our fiscal year ended May 31, 20132015 or ended May 31 of the year referenced and comparisons are to the prior year. References to our transportation segments include, collectively, our FedEx Express, FedEx Ground and FedEx Freight segments.

 

-40-- 40 -


RESULTS OF OPERATIONS

CONSOLIDATED RESULTS

Retirement Plans Mark-to-Market Adjustment

On June 12, 2015, we announced a change in our accounting method for recognizing actuarial gains and losses for defined benefit pension and postretirement healthcare benefits. This method of accounting is referred to as “mark-to-market” or MTM accounting. Historically, we have recognized actuarial gains and losses, subject to a corridor, by amortizing them into operating results over the average future service period of active employees in these plans. We have elected to immediately recognize actuarial gains and losses in our consolidated operating results in the year in which the gains and losses occur. This change will provide greater transparency into operating results by more quickly recognizing the effects of economic and interest rate conditions on plan obligations, investments and assumptions. The actuarial gains and losses are measured annually as of May 31 and, accordingly, are recorded during the fourth quarter. In addition, for purposes of calculating the expected return on plan assets, we will no longer use an averaging technique permitted under accounting principles generally accepted in the United States for the market-related value of plan assets but instead will use actual fair value of plan assets. We have applied these changes retrospectively.

Our operating segment results follow internal management reporting, which is used for making operating decisions and assessing performance. Historically, total net periodic benefit cost was allocated to each segment. We will continue to record service cost, interest cost and expected return on plan assets at the business segments. Annual recognition of actuarial gains and losses (the “MTM adjustment”) will be reflected in our segment results only at the corporate level.

Additionally, although the actual asset returns of our funded plans are recognized in each fiscal year through the MTM adjustment, we continue to recognize an expected return on assets (“EROA”) in the determination of net pension cost. At the segment level, we have set our EROA at 6.5% for all periods presented, with an offsetting credit at the corporate level to reflect the consolidated EROA in each period. We have set our consolidated EROA assumption at 6.5% for 2016.

- 41 -


The following table comparestables compare summary operating results and changes in revenues and operating income (dollars in millions, except per share amounts) for the years ended May 31:31. All amounts have been recast to conform to the current year presentation reflecting the pension accounting changes and allocation of corporate headquarters costs further discussed in this MD&A and Note 1, Note 13 and Note 14 of the accompanying consolidated financial statements:

 

                                                            
            Percent Change 
   2013(1)  2012(2)  2011(3)    2013/2012      2012/2011   

Revenues

  $      44,287  $      42,680  $      39,304   4   9 

Operating income

   2,551    3,186    2,378   (20  34 

Operating margin

   5.8  7.5  6.1  (170)bp   140bp 

Net income

  $1,561  $2,032  $1,452   (23  40 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Diluted earnings per share

  $4.91  $6.41  $4.57   (23  40 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
              Percent Change 
     2015  2014  2013    2015/2014      2014/2013   

Consolidated revenues

   $      47,453   $      45,567   $      44,287    4    3  

FedEx Express Segment operating income(1)

    1,584    1,428    929    11    54  

FedEx Ground Segment operating income(2)

    2,172    2,021    1,859    7    9  

FedEx Freight Segment operating income(3)

    484    351    246    38    43  

Corporate, eliminations and other(4)

    (2,373  15    1,400    NM    NM  
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Consolidated operating income

    1,867    3,815    4,434    (51  (14
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

FedEx Express Segment operating margin(1)

    5.8  5.3  3.4  50bp   190bp 

FedEx Ground Segment operating margin(2)

    16.7  17.4  17.6  (70)bp   (20)bp 

FedEx Freight Segment operating margin(3)

    7.8  6.1  4.6  170bp   150bp 

Consolidated operating margin(4)

    3.9  8.4  10.0  (450)bp   (160)bp 

Consolidated net income

   $1,050   $2,324   $2,716    (55  (14
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Diluted earnings per share

   $3.65   $7.48   $8.55    (51  (13
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

- 42 -


    Year-over-Year Changes 
    Revenues  Operating Income 
    2015/2014  2014/2013  2015/2014  2014/2013 

FedEx Express segment(1)

  $118  $(50 $156  $499 

FedEx Ground segment(2)

   1,367   1,039   151   162 

FedEx Freight segment(3)

   434   356   133   105 

FedEx Services segment

   9   (44      

Corporate, eliminations and other(4)

   (42  (21  (2,388  (1,385
  

 

 

  

 

 

  

 

 

  

 

 

 
  $1,886  $1,280  $(1,948) $(619)
  

 

 

  

 

 

  

 

 

  

 

 

 

 

(1)

OperatingFedEx Express segment 2015 expenses include $560 million for business realignment costs and a $100 million impairment charge resulting from the decision to retire ten aircraft and related engines at FedEx Express.

(2)

Operating expenses include an impairment chargecharges of $134$276 million resulting from the decision to permanently retire 24and adjust the retirement schedule of certain aircraft and related engines at FedEx Express and the reversal of a $66 million legal reserve which was initially recorded in 2011 at FedEx Express.

(3)

engines. Operating expenses include $133 million in costs associated with the combination of our FedEx Freight and FedEx National LTL operations, effective January 30, 2011, and a $66 million legal reserve at FedEx Express.

The following table shows changes in revenues and operating income by reportable segment for 2013 compared to 2012, and 2012 compared to 2011 (dollars in millions):

   Revenues  Operating Income 
   Dollar Change  Percent Change  Dollar Change   Percent Change 
   2013/
2012
  2012/
2011
  2013/
2012
  2012/
2011
  2013/
2012
  2012/
2011
   2013/
2012
  2012/
2011
 

FedEx Express segment(1)

  $656  $1,934   2   8  $(705 $32    (56  3 

FedEx Ground segment(2)

   1,005   1,088   10   13   24   439    1   33 

FedEx Freight segment(3)

   119   371   2   8   46   337    28   193 

FedEx Services segment

   (91  (13  (5  (1             

Other and eliminations

   (82  (4  NM    NM               
  

 

 

  

 

 

    

 

 

  

 

 

    
  $    1,607  $    3,376   4   9  $    (635 $    808    (20  34 
  

 

 

  

 

 

    

 

 

  

 

 

    

(1)

FedEx Express segment 2013 operating expenses include $405 million of direct and allocated business realignment costs and an impairment charge of $100 million resulting from the decision to retire 10 aircraft and related engines. Additionally, FedEx Express segment 2012 operating expenses include an impairment charge of $134 million resulting from the decision to retire 24 aircraft and related engines and the reversal of a $66 million legal reserve that was initially recorded in 2011.

 

(2)

FedEx Ground segment 2013 operating expenses include $105 million of allocated business realignment costs.

 

(3)

FedEx Freight segment 2013 operating expenses include $50 million of direct and allocated business realignment costs. Additionally, FedEx Freight segment 2011 operating expenses include $133

(4)

Operating income includes a loss of $2.2 billion in 2015, a loss of $15 million in costs2014 and a gain of $1.4 billion in 2013 associated with our mark-to-market pension accounting further discussed in Note 1 of the accompanying consolidated financial statements. Operating income in 2015 also includes a $197 million charge in the fourth quarter to increase the legal reserve associated with the combinationsettlement of oura legal matter at FedEx Freight and FedEx National LTL operations, effective January 30, 2011.Ground to the amount of the settlement, which is further discussed in Note 18 of the accompanying consolidated financial statements.

-41-


Overview

Our results for 2015 include a $2.2 billion loss ($1.4 billion, net of tax, or $4.81 per diluted share) associated with our fourth quarter mark-to-market benefit plans adjustment. In addition, we recorded impairment and related charges of $276 million ($175 million, net of tax, or $0.61 per diluted share) associated with aircraft and engine retirements at FedEx Express, and a $197 million ($133 million, net of tax, or $0.46 per diluted share) charge in the fourth quarter to increase the legal reserve associated with the settlement of a legal matter at FedEx Ground to the amount of the settlement. These items are further described below in this MD&A. While these charges significantly impacted our results, each of our transportation segments had strong performance during 2015. All of our transportation segments experienced higher volumes, coupled with improved yields at FedEx Ground and FedEx Freight. In addition, our results benefited from our profit improvement program commenced in 2013, reflect a significantthe positive net impact of certain charges (described below),fuel, and a lower year-over-year impact from severe winter weather. Our 2015 results include higher maintenance expense, primarily due to the timing of aircraft maintenance events at FedEx Express, and higher incentive compensation accruals, which negatively impactedwere not affected by the mark-to-market accounting adoption, the aircraft impairment or the legal reserve adjustment described above.

In 2015, we repurchased an aggregate of $1.3 billion of our common stock through open market purchases. Share repurchases in 2015 had a $0.14 year-over-year positive impact on earnings per diluted share (net of interest expense on debt used to fund a portion of the program). See additional information on the share repurchase program in Note 1 of the accompanying consolidated financial statements.

Our revenues for 2014 increased due to improved performance of all our transportation segments. In addition, our 2014 results benefited from our voluntary employee severance program and reduced variable incentive compensation, partially offset by $1.31the significant negative net impact of fuel, an estimated $70 million year-over-year negative impact of severe weather and one fewer operating day. Our year-over-year earnings comparisons benefited from the inclusion in 2013 results of business realignment costs and an aircraft impairment charge.

In 2014, we repurchased an aggregate of $4.9 billion of our common stock through open market purchases and through accelerated share repurchase (“ASR”) agreements with two banks. Share repurchases in 2014 had a modest positive impact on earnings per diluted share. Beyond these factors,See additional information on the share repurchase program in Note 1 of the accompanying consolidated financial statements.

- 43 -


In 2013, we incurred a noncash pre-tax mark-to-market gain of $1.4 billion from actuarial adjustments to pension and postretirement healthcare plans related to the measurement of plan assets and liabilities, which resulted in a positive impact to our results for 2013 benefited from the strong performanceearnings of FedEx Ground, which continued to grow market share, and ongoing profit improvement at FedEx Freight. However, a decline in profitability was experienced at our FedEx Express segment resulting from ongoing shifts in demand from our priority international services to economy international services which could not be fully offset by network cost and capacity reductions in 2013.

Our 2013 results include$2.63 per diluted share. In addition, we recorded business realignment costs of $560 million, primarily related to our voluntary cash buyout program, (see “Business Realignment, Impairment and Other Charges” for additional information). Furthermore, in May 2013, we made the decision to retireretired from service 10 aircraft and related engines, which resulted in a noncash asset impairment charge of $100 million.

In addition, actions in 2012 at FedEx Express related to fleet modernization resulted in the accelerated retirement of certain aircraft which These items negatively impacted our 2013 resultsearnings by $69 million due to additional depreciation recorded for the shortened lives of the aircraft.

Our 2012 revenues, operating income and operating margins reflected the exceptional performance of our FedEx Ground segment, improved profitability at FedEx Freight and increased yields across all our operating segments. Our results significantly benefited in 2012 from the timing lag that exists between when fuel prices change and when indexed fuel surcharges automatically adjust. Our 2012 results included the reversal of a $66 million legal reserve initially recorded in 2011 and an aircraft impairment charge of $134 million at FedEx Express.$1.31 per diluted share.

��

-42-- 44 -


The following graphs for FedEx Express, FedEx Ground and FedEx Freight show selected volume trends (in thousands) for the years ended May 31:

 

 

(1) 

International domestic average daily package volume includesrepresents our international intra-country express operations, including acquisitions in India (February 2011), Mexico (July 2011), Poland (June 2012), France (July 2012) and Brazil (July 2012).operations.

 

-43-- 45 -


The following graphs for FedEx Express, FedEx Ground and FedEx Freight show selected yield trends for the years ended May 31:

 

Revenue

Revenues increased 4% in 2013 primarily driven by increases in international domestic revenue2015 due to improved performance at FedEx Express and volume growth at FedEx Ground.all our transportation segments. At FedEx Ground, revenues increased 10%12% in 20132015 due to higher volume from continued growth in both our FedEx Home Delivery service and commercial business, the inclusion of GENCO Distribution System, Inc. (“GENCO”) results from the date of acquisition and increased yields. At FedEx Freight, revenues increased 8% in 2015 primarily due to higher average daily shipments and revenue per shipment. Revenues at FedEx Express were flat during 2015 due to U.S. domestic and international package volume growth, which were offset by lower fuel surcharges and the negative impact of exchange rates.

Revenues increased 3% in 2014, primarily due to higher volumes at FedEx Ground and FedEx Freight and yield increases at FedEx Ground. Revenues at all of our transportation segments in 2014 were negatively impacted by one fewer operating day and unusually severe weather. At our FedEx Ground segment, revenues increased 10% in 2014 due to higher volume from market share gains.gains and increased yields as a result of rate increases. Revenues at FedEx Freight increased 7% during 2014 primarily due to higher average daily LTL shipments and revenue per LTL shipment. At FedEx Express, revenues increased 2% due to increaseswere flat as lower fuel surcharges and lower freight revenue were offset by revenue growth in our base U.S. and international domestic revenues from recent acquisitionsexport package business and growth in our freight-forwarding business at FedEx Trade Networks. Base revenue growth at FedEx Express in 2013 was constrained by global economic conditions as shifts inThe demand shift from our priority international services to our economy international services and lower rates resulted in declines in international export package yields. Atdampened revenue growth at FedEx Freight, revenues increased 2% as a result of higher yield and average daily LTL shipments.

During 2012, revenues increased 9% due to yield growth across all our transportation segments. At FedEx Express, revenues increased 8% in 2012 led by higher U.S. domestic and international export package yields. However, U.S. domestic package and international export package volumes declined due to weakening global economic conditions. Revenues increased 13% during 2012 at our FedEx Ground segment due to higher yields and strong demand for all our major services. At FedEx Freight, revenues increased 8% during 2012 due to higher LTL yield as a result of higher fuel surcharges and yield management programs, despite a decrease in volume.Express.

 

-44-- 46 -


Retirement Plans MTM Adjustments

We incurred noncash pre-tax mark-to-market losses of $2.2 billion in 2015 ($1.4 billion, net of tax, or $4.81 per diluted share) and $15 million in 2014 ($9 million, net of tax, or $0.03 per diluted share) and a $1.4 billion gain in 2013 ($835 million, net of tax, or $2.63 per diluted share) from actuarial adjustments to pension and postretirement healthcare plans related to the measurement of plan assets and liabilities. For more information see further discussion in the “Critical Accounting Estimates” section of this MD&A and Note 1 and Note 13 of the accompanying consolidated financial statements.

Business Realignment, Impairment and Other Charges

In May 2015, we made the decision to retire from service seven Boeing MD11 aircraft and 12 related engines, four Airbus A310-300 aircraft and three related engines, three Airbus A300-600 aircraft and three related engines and one Boeing MD10-10 aircraft and three related engines and related parts, and adjusted the retirement schedule of an additional 23 aircraft and 57 engines. As a consequence of this decision, impairment and related charges of $276 million ($175 million, net of tax, or $0.61 per diluted share), of which $246 million was noncash, were recorded in the fourth quarter. The decision to permanently retire these aircraft and engines aligns with FedEx Express’s plans to rationalize capacity and modernize its aircraft fleet to more effectively serve its customers. These combined changes will not have a material impact on our near-term depreciation expense.

In 2013, we recorded business realignment costs of $560 million, primarily related to our voluntary cash buyout program. Furthermore, in 2013, we retired from service 10 aircraft and related engines, which resulted in a noncash asset impairment charge of $100 million. These items negatively impacted our earnings by $1.31 per diluted share.

See the “Long-lived Assets” section of our “Critical Accounting Estimates” for additional discussion of our accounting for aircraft retirement decisions.

Legal Reserve Increase

On June 12, 2015, we announced an agreement in principle with the plaintiffs in the FedEx Ground independent contractor litigation that is pending in the United States District Court for the Northern District of California to settle the matter for $228 million. The settlement agreement has been filed with the court for approval. The settlement resolves claims dating back to 2000 that concern a model that FedEx Ground no longer operates. As a consequence, a charge of $197 million ($133 million, net of tax, or $0.46 per diluted share) was recorded in the fourth quarter of 2015 to increase the reserve for this matter to the amount of the settlement. The charge is included in the caption “Other” in our consolidated statements of income. For further information see Note 18 of the accompanying consolidated financial statements.

Operating IncomeExpenses

The following tables compare operating expenses expressed as dollar amounts (in millions) and as a percent of revenue for the years ended May 31:31, and prior year amounts have been revised to conform to the current year presentation regarding pension accounting changes:

 

      2013         2012         2011           2015         2014           2013     

Operating expenses:

         

Salaries and employee benefits

  $16,570  $16,099  $15,276   $17,110  $16,171   $16,055 

Purchased transportation

   7,272   6,335   5,674    8,483   8,011    7,272 

Rentals and landing fees

   2,521   2,487   2,462    2,682   2,622    2,521 

Depreciation and amortization

   2,386   2,113   1,973    2,611   2,587    2,386 

Fuel

   4,746   4,956   4,151    3,720   4,557    4,746 

Maintenance and repairs

   1,909   1,980   1,979    2,099   1,862    1,909 

Business realignment, impairment and other charges

   660(1)   134(2)   89(3)    276(1)       660(2) 

Other (4)

   5,672   5,390   5,322 

Retirement plans mark-to-market adjustment

   2,190   15    (1,368

Other

   6,415(3)   5,927    5,672 
  

 

  

 

  

 

   

 

  

 

   

 

 

Total operating expenses

  $41,736  $39,494  $36,926   $45,586  $41,752   $39,853 
  

 

  

 

  

 

   

 

  

 

   

 

 

 

   Percent of Revenue 
     2013      2012      2011   

Operating expenses:

    

Salaries and employee benefits

   37.4  37.7  38.9

Purchased transportation

   16.4   14.9   14.4 

Rentals and landing fees

   5.7   5.8   6.3 

Depreciation and amortization

   5.4   5.0   5.0 

Fuel

   10.7   11.6   10.6 

Maintenance and repairs

   4.3   4.6   5.0 

Business realignment, impairment and other charges

   1.5(1)   0.3(2)   0.2(3) 

Other (4)

   12.8   12.6   13.5 
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   94.2   92.5   93.9 
  

 

 

  

 

 

  

 

 

 

Operating margin

   5.8  7.5  6.1
  

 

 

  

 

 

  

 

 

 

- 47 -


   Percent of Revenue 
     2015      2014      2013   

Operating expenses:

    

Salaries and employee benefits

   36.1  35.5  36.3

Purchased transportation

   17.9   17.6   16.4  

Rentals and landing fees

   5.7   5.7   5.7  

Depreciation and amortization

   5.5   5.7   5.4  

Fuel

   7.8   10.0   10.7  

Maintenance and repairs

   4.4   4.1   4.3  

Business realignment, impairment and other charges

   0.6(1)      1.5(2) 

Retirement plans mark-to-market adjustment

   4.6      (3.1

Other

   13.5(3)   13.0   12.8  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   96.1   91.6   90.0  
  

 

 

  

 

 

  

 

 

 

Operating margin

   3.9  8.4  10.0
  

 

 

  

 

 

  

 

 

 

 

(1)

Includes charges resulting from the decision to permanently retire and adjust the retirement schedule of certain aircraft and related engines at FedEx Express.

(2) 

Includes predominantly severance costs associated with our voluntary buyout program and charges resulting from the decision to retire 10 aircraft and related engines at FedEx Express.

 

(2)

Represents charges resulting from the decision to retire 24 aircraft and related engines at FedEx Express.

(3)

Represents charges associated with the combination of our FedEx Freight and FedEx National LTL operations effective January 30, 2011.

(4) 

Includes a $197 million charge in the 2012 reversalfourth quarter to increase the legal reserve associated with the settlement of a $66 million legal reservematter at FedEx Express that was initially recorded in 2011.Ground to the amount of the settlement.

Our 2013 operating incomeexpenses for 2015 include a $2.2 billion loss ($1.4 billion, net of tax) associated with our mark-to-market pension accounting as described above. In addition, we recorded charges of $276 million ($175 million, net of tax) associated with the decision to permanently retire and adjust the retirement schedule of certain aircraft and related engines at FedEx Express, and a $197 million ($133 million, net of tax) charge in the fourth quarter to increase the reserve associated with the settlement of an independent contractor proceeding at FedEx Ground to the amount of the settlement. The settlement is further discussed in this MD&A and Note 18 of the accompanying consolidated financial statements. Our 2015 operating margin decreasedexpenses also increased primarily due to volume-related growth in salaries and employee benefits and purchased transportation expenses, higher maintenance and repairs expense and higher incentive compensation accruals. However, operating margin benefited from revenue growth, our profit improvement program, which we commenced in 2013, the net impact of fuel (as further described below) and a lower year-over-year impact from severe winter weather.

Operating expenses included an increase in salaries and employee benefits expense of 6% in 2015 due to the timing of merit increases for many of our employees at FedEx Express, additional staffing to support volume growth and higher incentive compensation accruals. These factors were partially offset by the positive impact of our voluntary buyout program. Other expenses were driven 8% higher in 2015 due to the legal reserve increase discussed above and the inclusion of GENCO results. Purchased transportation costs increased 6% in 2015 due to volume growth and higher service provider rates at FedEx Ground and volume growth, higher utilization and higher service provider rates at FedEx Freight. The timing of aircraft maintenance events at FedEx Express primarily drove an increase in maintenance and repairs expense of 13% in 2015.

Our 2014 operating expenses grew due to the volume-related growth and higher utilization of third-party providers in purchased transportation expense, higher depreciation and amortization expense due to the accelerated depreciation on certain aircraft at FedEx Express (as further described below) and the year-over-year impact of unusually severe weather. These factors were partially offset by the inclusion in 2013 of costs associated with our business realignment costs,program, an aircraft impairment charges and accelerated aircraft depreciation (see “Overview” section above). Beyond these factors,charge, as well as lower fuel expense, one fewer operating income was positively impacted in 2013 by higher volumes and increased yields at our FedEx Ground segment and by increased yields and higher volumes at our FedEx Freight segment. However, the ongoing shifts in demand from priority international services to economy international servicesday and lower rates resulted in a substantial decline in profitability at FedEx Express.maintenance and repairs expense.

Purchased transportation costs increased 15%10% in 20132014 due to volume growth at FedEx Ground, higher utilization of third-party transportation providers at FedEx Express, including recent international business acquisitions at FedEx Express, higher utilization of third-party transportation providers at FedEx Freight and the expansion of our freight forwardingfreight-forwarding business at FedEx Trade Networks. Salaries

- 48 -


Depreciation and benefitsamortization expense increased 3%8% in 20132014 primarily due to increasesaccelerated depreciation on certain aircraft scheduled for retirement, and aircraft placed in pensionservice at FedEx Express ($74 million). Salaries and group health insurance costs, partially offset by lower incentive compensation accruals. Other expensesemployee benefits expense in 2014 increased 5% in 2013 primarily1% due to the impactbenefits from our voluntary employee buyout program, lower pension expense, the delayed timing or absence of business acquisitionsmerit increases for many of our employees and reduced variable incentive compensation. Maintenance and repairs decreased 2% in 2014 due to network adjustments at FedEx Express and the reversal in 2012continued modernization of a legal reserve.

our aircraft fleet, which impacted the timing of certain maintenance events.

Fuel

-45-


The following graph for our transportation segments shows our average cost of jet and vehicle fuel per gallon for the years ended May 31:

 

Fuel expense decreased 4%18% during 20132015 primarily due to lower jetaircraft fuel prices. However, fuel prices and lower aircraftrepresent only one component of the two factors we consider meaningful in understanding the impact of fuel usage. Ouron our business. Consideration must also be given to the fuel surcharge revenue we collect. Accordingly, we believe discussion of the net impact of fuel on our results, which is a comparison of the year-over-year change in these two factors, is important to understand the impact of fuel on our business. In order to provide information about the impact of fuel surcharges which are more fully describedon the trend in revenue and yield growth, we have included the comparative weighted-average fuel surcharge percentages in effect for 2015, 2014 and 2013 in the “Quantitative and Qualitative Disclosures About Market Risk” sectionaccompanying discussions of this MD&A, have a timing lag and are designedeach of our transportation segments.

The index used to pass throughdetermine the price of fuel not included insurcharge percentage for our base shipping rates toFedEx Freight business adjusts weekly, while our customers. Based on a static analysis of the impact to operating income of year-over-year changes in fuel prices compared to year-over-year changes in fuel surcharges fuel had a negative impact on operating income in 2013.

Our analysis considersfor the estimated impact of the reduction in fuel surcharges included in the base rates charged for FedEx Express and FedEx Ground services. However, this analysisbusinesses incorporate a timing lag of approximately six to eight weeks before they are adjusted for changes in fuel prices. For example, the fuel surcharge index in effect at FedEx Express in May 2015 was set based on March 2015 fuel prices. In addition, the structure of the table that is used to determine our fuel surcharge at FedEx Express and FedEx Ground does not adjust immediately for changes in fuel price, but allows for the fuel surcharge revenue charged to our customers to remain unchanged as long as fuel prices remain within certain ranges.

Beyond these factors, the manner in which we purchase fuel also influences the net impact of fuel on our results. For example, our contracts for jet fuel purchases at FedEx Express are tied to various indices, including the U.S. Gulf Coast index. While many of these indices are aligned, each index may fluctuate at a different pace, driving variability in the prices paid for jet fuel. Furthermore, under these contractual arrangements, approximately 75% of our jet fuel is purchased based on the index price for the preceding week, with the remainder of our purchases tied to the index price for the preceding month, rather than based on daily spot rates. These contractual provisions mitigate the impact of rapidly changing daily spot rates on our jet fuel purchases.

- 49 -


Because of the factors described above, our operating results may be affected should the market price of fuel suddenly change by a significant amount or change by amounts that do not result in an adjustment in our fuel surcharges, which can significantly affect our earnings either positively or negatively in the short-term.

We routinely review our fuel surcharges and our fuel surcharge methodology. On February 2, 2015, we updated the tables used to determine our fuel surcharges at FedEx Express, FedEx Ground and FedEx Freight.

The net impact of fuel had a significant benefit to operating income in 2015. This was driven by decreased fuel prices during 2015 versus the prior year, which was partially offset by the year-over-year decrease in fuel surcharge revenue during these periods.

The net impact of fuel on our operating results does not consider the negative effects that fuel surcharge levels may have on our business, including reducedchanges in demand and shifts in the mix of services purchased by our customers to lower-yielding services.customers. While fluctuations in fuel surcharge ratespercentages can be significant from period to period, fuel surcharges represent one of the many individual components of our pricing structure that impact our overall revenue and yield. Additional components include the mix of services sold, the base price and extra service charges we obtain for these services and the level of pricing discounts offered. In order

Fuel expense decreased 4% during 2014 primarily due to provide information about thelower average price per gallon of jet fuel and lower aircraft fuel usage. The net impact of fuel surchargeshad a significant negative impact on the trendoperating income in revenue and yield growth, we have included the comparative2014. This was driven by decreased fuel surcharge rates in effect for 2013, 2012 and 2011 inrevenue during 2014 versus prior year, which was slightly offset by the accompanying discussions of each of our transportation segments.

In 2012, operating income increased 34% and operating margin increased 140 basis points driven by higher yields across all our transportation segments due to higher fuel surcharges and our yield management programs. Our results also significantly benefited in 2012 from the timing lag that exists between when fuel prices change and when indexed fuel surcharges automatically adjust. FedEx Ground segment operating income increased $439 million in 2012 driven by higher yields and strong demand for all our major services. At our FedEx Freight segment, operating income increased $337 million due to higher LTL yield and efficiencies gained from the combination of our LTL operations in 2011.

Salaries and benefits increased 5% in 2012 primarily due to higher incentive compensation costs and the full reinstatement of 401(k) company-matching contributions effective January 1, 2011. Purchased transportation costs increased 12% in 2012 due to volume growth and higher fuel surcharges at FedEx Ground, costs associated with the expansion of our freight forwarding business at FedEx Trade Networks and higher utilization of third-party transportation providers in international locations primarily due to business acquisitions at FedEx Express.

Fuel expense increased 19% during 2012 primarily due to price increases. Based on a static analysis of the impact to operating income of year-over-year changesdecrease in fuel prices compared to year-over-year changes in fuel surcharges, fuel surcharges significantly exceeded incremental fuel costs in 2012.prices.

-46-


Other Income andInterest Expense

Interest expense increased $30$75 million in 20132015 primarily due to increased interest expense from our January 2015 debt offering and 2014 debt issuances. Interest expense increased $78 million in 2014 primarily due to increased interest expense from our January 2014 debt offering, 2013 debt issuances and a reduction in capitalized interest and increased interest expense from 2013 debt issuances. Other expense increased in 2013 driven by foreign currency translation due to global currency volatility. Interest expense decreased $34 million in 2012 due to debt maturities, an increase in capitalized interest related to the timing of progress payments on aircraft purchases and lower financing fees.interest.

Income Taxes

Our effective tax rate was 36.4%35.5% in 2013, 35.3%2015, 36.5% in 20122014 and 35.9%37.4% in 2011. Our 20122013. Due to its effect on income before income taxes, the adoption of MTM accounting reduced our 2015 effective tax rate was favorably impacted by the conclusion of the Internal Revenue Service (“IRS”) audit of80 basis points and increased our 2007-2009 consolidated incomeeffective tax returns.rates by 20 basis points in 2014 and 100 basis points in 2013. Our permanent reinvestment strategy with respect to unremitted earnings of our foreign subsidiaries provided a 1.2% benefit of approximately $48 million to our 2013 effective tax rate.2015 provision for income taxes. Our totalcumulative permanently reinvested foreign earnings were $1.3$1.9 billion at the end of 20132015 and $1.0$1.6 billion at the end of 2012.2014.

Our current federal income tax expenses in 2013, 2012 and 2011 were significantly reduced by accelerated depreciation deductions we claimed under provisions of the American Taxpayer Relief Act of 2013 and the Tax Relief and the Small Business Jobs Acts of 2010. Those Acts, designed to stimulate new business investment in the U.S., accelerated our depreciation deductions for qualifying investments, such as our Boeing 777 Freighter (“B777F”) aircraft. These were timing benefits only, in that depreciation accelerated into an earlier year is foregone in later years. Our 2013 current provision for federal income taxes was, therefore, higher than in 2012 and 2011.

The components of the provision for federal income taxes for the years ended May 31 were as follows (in millions):

       2013           2012          2011     

Current

  $512   $(120 $79 

Deferred

   175    947   485 
  

 

 

   

 

 

  

 

 

 

Total Federal Provision

  $687   $827  $564 
  

 

 

   

 

 

  

 

 

 

For 2014,2016, we expect our effective tax rate to be between 36.5%36.0% and 37.0%. prior to any year-end MTM adjustment. The actual rate, however, will depend on a number of factors, including the amount and source of operating income. We also expect our current federal income tax expense will increase in 2014 due to lower accelerated depreciation benefits than in prior years.and the impact of the MTM adjustment.

Additional information on income taxes, including our effective tax rate reconciliation, liabilities for uncertain tax positions and our global tax profile can be found in Note 12 of the accompanying consolidated financial statements.

-47-


Business Acquisitions

On April 6, 2015, we entered into a conditional agreement to acquire TNT Express N.V. (“TNT Express”) for €4.4 billion (currently, approximately $4.9 billion). This combination is expected to expand our global portfolio, particularly in Europe, lower our costs to serve our European markets by increasing density in our pickup-and-delivery operations and accelerate our global growth. This acquisition is expected to be completed in the first half of calendar year 2016. The closing of the acquisition is subject to customary conditions, including obtaining all necessary approvals and competition clearances. We expect to secure all relevant competition approvals.

- 50 -


During 2013,2015, we acquired two businesses, expanding our portfolio in e-commerce and supply chain solutions. On January 30, 2015, we acquired GENCO, a leading North American third-party logistics provider, for $1.4 billion, which was funded using a portion of the proceeds from our January 2015 debt issuance. The financial results of this business are included in the FedEx Ground segment from the date of acquisition.

In addition, on December 16, 2014, we acquired Bongo International, LLC (“Bongo”), a leader in cross-border enablement technologies and solutions, for $42 million in cash from operations. The financial results of this business are included in the FedEx Express segment from the date of acquisition.

In 2014, we expanded the international service offerings of FedEx Express by completing our acquisition of the followingbusinesses operated by our previous service provider, Supaswift (Pty) Ltd., in seven countries in Southern Africa, for $36 million in cash from operations. The financial results of this business acquisitions:are included in the FedEx Express segment from the date of acquisition.

In 2013, we completed our acquisitions of Rapidão Cometa Logística e Transporte S.A., a Brazilian transportation and logistics company, for $398 million in cash from operations on July 4, 2012

million; TATEX, a French express transportation company, for $55 million in cash from operations on July 3, 2012

million; and Opek Sp. z o.o., a Polish domestic express package delivery company, for $54 million in cash from operations on June 13, 2012

These acquisitions give us more robust transportation networks within these countries and added capabilities in these important international markets. See Note 3 of the accompanying consolidated financial statements for further discussion of these acquisitions.

In 2012, we completed our acquisition of Servicios Nacionales Mupa, S.A. de C.V. (MultiPack), a Mexican domestic express package delivery company, for $128 million in cash from operations on July 25, 2011. In 2011, we completed the acquisition of the Indian logistics, distribution and express businesses of AFL Pvt. Ltd. and its affiliate Unifreight India Pvt. Ltd. for $96 million in cash from operations on February 22, 2011.

million. The financial results of these acquired businesses are included in the FedEx Express segment from thetheir respective date of acquisition andacquisition.

The financial results of these acquired businesses were not material, individually or in the aggregate, to our results of operations and therefore, pro forma financial information has not been presented. Substantially all of the purchase price in each of these acquisitions was allocated to goodwill, which was entirely attributed to our FedEx Express reporting unit.

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. The acquisition will be funded with cash from operations and is expected to be completed in the second half of 2014, subject to customary closing conditions. The financial results of the acquired businesses will be included in the FedEx Express segment from the date of acquisition and will be immaterial to our 2014 results.

Business Realignment, Impairment and Other ChargesProfit Improvement Programs

During 2013, we announced profit improvement programs primarily through initiatives at FedEx Express and FedEx Services that includetargeting annual profitability improvement of $1.6 billion at FedEx Express. Our plans position FedEx Express to exit 2016 with a run rate of $1.6 billion in additional operating profit from the following:

Cost reductions in selling, generalthen 2013 base business. Our ability to achieve the profit improvement target and administrative functions through headcount reductions, streamliningother benefits from these programs is dependent upon a number of processes and elimination of less essential work, as well as deriving greater value from strategic sourcing

Modernization of our aircraft fleet, transformationfactors, including the health of the U.S. domestic operationsglobal economy and internationalfuture customer demand.

In 2015 we made substantial progress in achieving our profit improvements atimprovement goals. FedEx Express

Improved efficiencies and lower costs of has improved operating income by approximately 70% from 2013 with essentially flat revenue during the three-year period. FedEx Services has reduced its total expenses while investing in major information technology at FedEx Servicestransformation projects. In addition, our incentive compensation programs have been gradually reinstated so that 2016 business plan objectives represent more fully funded compensation targets.

During 2013,2014, we conductedcompleted a program to offer voluntary cash buyouts to eligible U.S.-based employees in certain staff functions. The voluntary buyoutAs a result of this program, includes voluntary severance payments and funding to healthcare reimbursement accounts, with the voluntary severance calculated based on four weeks of gross base salary for every year of FedEx service up to a maximum payment of two years of pay. This program was completed in the fourth quarter and approximately 3,600 employees have left or will be voluntarily leaving the company by the end of 2014. Eligible employees are scheduled to vacate positions in phases to ensure a smooth transition in the impacted functions so that we maintain service levels to our customers. Of the total population leaving the

-48-


company, approximately 40% of the employees vacated positions on May 31, 2013. An additional 35% will depart throughout 2014 and approximately 25% of this population will remain until May 31, 2014. Costs of the benefits provided under the voluntary program werecompany. We recognized as special termination benefits in the period that eligible employees accepted their offers.

We incurred costs of $560 million ($353 million, net of tax, or $1.11 per diluted share) during 2013, associated with our business realignment activities. These costswhich were related primarily to severance forwhen eligible employees who accepted voluntary buyouts in the third and fourth quarters of 2013.their offers. Payments will beunder this program were made at the time of departure. Approximatelydeparture and totaled approximately $300 million in 2014 and $180 million was paid under this program duringin 2013.

The cost of the buyout program is included in the caption “Business realignment, impairment and other charges” in our consolidated statements of income. Also included in that caption are other external costs directly attributable to our business realignment activities, such as professional fees. See Note 1 of the accompanying consolidated financial statements for further discussion of the voluntary employee severance program.

In addition, actions in 2012 at FedEx Express related to fleet modernization resulted in accelerated depreciation of $69 million in 2013 included in the caption “Depreciation and amortization” in our consolidated statements of income as we shortened the lives of certain aircraft.

In May 2013, we made the decision to retire from service two Airbus A310-200 aircraft and four related engines, three Airbus A310-300 aircraft and two related engines, and five Boeing MD10-10 aircraft and 15 related engines. As a consequence of this decision, a noncash impairment charge of $100 million ($63 million, net of tax, or $0.20 per diluted share) was recorded in the fourth quarter. The decision to retire these aircraft, which were temporarily idled and not in revenue service, aligns with the plans of FedEx Express to modernize its aircraft fleet and improve its global network.

In May 2012, we retired from service 24 aircraft and related engines, the majority of which were temporarily idled and not in revenue service. As a consequence of this decision, a noncash impairment charge of $134 million ($84 million, net of tax, or $0.26 per diluted share) was recorded in the fourth quarter of 2012.

Seesee the “Long-lived Assets” section of our “Critical Accounting Estimates” for a discussion of our accounting for aircraft retirement decisions.fleet modernization actions taken in 2015 and 2013.

- 51 -


Outlook

We anticipate revenue and earnings growth in 20142016, prior to any year-end MTM adjustment, driven by continued improvements in the performance of all of our transportation segments, including the continued strong performanceexecution of our FedEx Ground and FedEx Freight businesses and improving performance at FedEx Express. Our expected results for 2014 will be constrained by moderate growth in the global economy and continued challenges from the demand shift trend from our priority international services to our economy international services. In response to these trends, we will be evaluating additional capacity reductions and other actions in 2014. During 2014 we will incur incremental costs to transform our information technology operations at FedEx Services in connection with our profit improvement programs which will increase the costs allocated to our transportation segments. In May 2013, in conjunction with the retirement of aircraft, FedEx Express shortened the depreciable lives of 76 aircraft and related engines. As a result of this decision and the 2012 decision to shorten the depreciable lives of 54 aircraft, we expect to incur additional year-over-year accelerated depreciation expense of $74 million in 2014. However, lower pension expense in 2014 will positively impact our operating results.

In addition to continued profit improvements in the base businesses at FedEx Ground and FedEx Freight, our profit improvement programs announced in 2013 are targeting annual profitability improvement of $1.6 billion at FedEx Express by the end of 2016 (from the full year 2013 base business). Collectively, these initiatives are expected to increase margins, improve cash flows and increase our competitiveness. However, the amount of benefit ultimately realized will vary depending upon future customer demand, particularly for priority international services.noted above. We expect continued moderate global economic growth to begin realizing a portion of the benefits of these programsdrive volume and yield improvements. Our expectations for earnings growth in 2014; however, the majority of the benefits,2016 are dependent on key external factors, including thosefuel prices and global economic conditions. Our outlook for 2016 does not contemplate any impact from our voluntary severance program, will not occur until 2015 and 2016.announced intent to acquire TNT Express, such as integration planning or transaction costs or the operating activities of TNT Express if the transaction is consummated.

-49-


Our capital expenditures for 20142016 are expected to increase to approximately $4.0approximate $4.6 billion for continued expansion of the FedEx Ground network and additional aircraft deliveries in 20142016 to support our fleet modernization program and continued expansion of theat FedEx Ground network.Express. We will continue to evaluate our investments in critical long-term strategic projects to ensure our capital expenditures generate high returns on investments and are balanced with our outlook for global economic conditions. For additional details on key 20142016 capital projects, refer to the “Capital Resources” and “Liquidity Outlook” sections of this MD&A.

Our outlook is dependent upon a stable pricing environment for fuel, as volatility in fuel prices impacts our fuel surcharge levels, fuel expense and demand for our services. Historically, our fuel surcharges have largely offset incremental fuel costs; however, volatilityVolatility in fuel costs may impact earnings because adjustments to our fuel surcharges lag changes in actual fuel prices paid. Therefore, the trailing impact of adjustments to our fuel surcharges can significantly affect our earnings either positively or negatively in the short-term.

As described in Note 18 of the accompanying consolidated financial statements, and the “Independent Contractor Model” section of our FedEx Ground segment MD&A, we are involved in a number of lawsuits and other proceedings that challenge the status of FedEx Ground’s owner-operators as independent contractors. FedEx Ground anticipates continuing changes to its relationships with its owner-operators. TheAs previously announced, FedEx Ground reached an agreement, which is subject to court approval, to settle an independent contractor case in California, and we accrued a related charge in the fourth quarter of 2015. Additionally, during the first quarter of 2015, we established an accrual for the estimated probable loss in the Oregon cases that was required to be recognized pursuant to applicable accounting standards. With respect to the matters that are pending outside of California and Oregon, the nature, timing and amount of any changes are dependent on the outcome of numerous future events. We cannot reasonably estimate the potential impact of any such changes or a meaningful range of potential outcomes, although they could be material. However, we do not believe that any such changes will impair our ability to operate and profitably grow our FedEx Ground business. See Note 18 of the accompanying consolidated financial statements for additional information.

See “Risk Factors” for a discussion of these and other potential risks and uncertainties that could materially affect our future performance.

Seasonality of Business

Our businesses are cyclical in nature, as seasonal fluctuations affect volumes, revenues and earnings. Historically, the U.S. express package business experiences an increase in volumes in late November and December. International business, particularly in the Asia-to-U.S. market, peaks in October and November in advance of the U.S. holiday sales season. Our first and third fiscal quarters, because they are summer vacation and post winter-holiday seasons, have historically experienced lower volumes relative to other periods. Normally, the fall is the busiest shipping period for FedEx Ground, while late December, June and July are the slowest periods. For FedEx Freight, the spring and fall are the busiest periods and the latter part of December through February is the slowest period. For FedEx Office, the summer months are normally the slowest periods. Shipment levels, operating costs and earnings for each of our companies can also be adversely affected by inclement weather, particularly the impact of severe winter weather in our third fiscal quarter.

- 52 -


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, 2012,2013, we adopted the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) on the presentation of comprehensive income. The new guidance requires companies to report components of comprehensive income by including comprehensive income on the face of the income statement or in a separate statement of comprehensive income. We have adopted this guidance by including a separate statement of comprehensive income (loss) for the three years ending May 31, 2013 and by including expanded accumulated other comprehensive income disclosure requirements in the notes to our consolidated financial statements. In addition, on June 1, 2012, we adopted the FASB’s amendments to the fair value measurements and disclosure requirements, which expanded existing disclosure requirements regarding the fair value of our long-term debt.

-50-


In February 2013, the FASB issued new guidance 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. This new standard is effective forWe have adopted this guidance by including expanded accumulated other comprehensive income disclosure requirements in Note 9 of our fiscal year endingconsolidated financial statements.

On May 31,28, 2014, and will have no impact on our financial condition or results of operations.

In May 2013, the FASB and International Accounting Standards Board issued a revised exposure draft outlining proposed changes to thenew accounting for leases. Under the revised exposure draft, thestandard that will supersede virtually all existing revenue recognition measurement and presentation of expenses and cash flows arising from a lease would depend primarily on whether the lessee is expected to consume more than an insignificant portion of the economic benefits embeddedguidance under accounting principles generally accepted in the underlying asset. A right-of-use asset and a liabilityUnited States (and International Financial Reporting Standards), which has been subsequently updated to make lease payments will be recognized ondefer the balance sheet for all leases (except short-term leases). The enactment of this proposal will have a significant impact on our accounting and financial reporting. The FASB has not yet proposed an effective date of this proposal.the new revenue recognition standard by one year. This standard will be effective for us beginning in fiscal 2019. The fundamental principles of the new guidance are that companies should recognize revenue in a manner that reflects the timing of the transfer of services to customers and the amount of revenue recognized reflects the consideration that a company expects to receive for the goods and services provided. The new guidance establishes a five-step approach for the recognition of revenue. Based on our preliminary assessment, we do not anticipate that the new guidance will fundamentally change our revenue recognition policies, practices or systems.

We believe that no other new accounting guidance was adopted or issued during 20132015 that is relevant to the readers of our financial statements. However, there are numerous new proposals under development which, if and when enacted, may have a significant impact on our financial reporting.

- 53 -


REPORTABLE SEGMENTS

FedEx Express, FedEx Ground and FedEx Freight represent our major service lines and, along with FedEx Services, form the core of our reportable segments. Our reportable segments include the following businesses:

 

FedEx Express Segment  

FedEx Express (express transportation)

FedEx Trade Networks (air and ocean freight forwarding and customs brokerage)

FedEx SupplyChain Systems (logistics services)

Bongo (cross-border enablement technology and solutions)

FedEx Ground Segment  

FedEx Ground (small-package ground delivery)

FedEx SmartPost (small-parcel consolidator)

GENCO (third-party logistics)

FedEx Freight Segment  

FedEx Freight (LTL freight transportation)

FedEx Custom Critical (time-critical transportation)

FedEx Services Segment  

FedEx Services (sales, marketing, information technology, communications and back-office functions)

FedEx TechConnect (customer service, technical support, billings and collections)

FedEx Office (document and business services and package acceptance)

FEDEX SERVICES SEGMENT

The operating expenses line item “Intercompany charges” on the accompanying consolidated financial statements of our transportation segments reflects the allocations from the FedEx Services segment operates combined sales, marketing, administrative and information technology functions in sharedto the respective transportation segments. The allocations of net operating costs are based on metrics such as relative revenues or estimated services operations that support our transportation businesses and allow us to obtain synergies from the combination of these functions. For the international regions of FedEx Express, some of these functions are performed on a regional basis by FedEx Express and reported in the FedEx Express segment in their natural expense line items. The FedEx Services segment includes: FedEx Services, which provides sales, marketing, information technology, communications and back-office support to our other companies; FedEx TechConnect, which is responsible for customer service, technical support, billings and collections for U.S. customers of our major business units; and FedEx Office, which provides an array of document and business services and retail access to our customers for our package transportation businesses.provided.

-51-


The FedEx Services segment provides direct and indirect support to our transportation businesses, and we allocate all of the net operating costs of the FedEx Services segment (including the net operating results of FedEx Office) to reflect the full cost of operating our transportation businesses in the results of those segments. Within the FedEx Services segment allocation, the net operating results of FedEx Office, which are an immaterial component of our allocations, are allocated to FedEx Express and FedEx Ground. The allocations of net operating costs are based on metrics such as relative revenues or estimated services provided. We believe these allocations approximate the net cost of providing these functions. We review and evaluate the performance of our transportation segments based on operating income (inclusive of FedEx Services segment allocations). For the FedEx Services segment, performance is evaluated based on the impact of its total allocated net operating costs on our transportation segments. We believe these allocations approximate the net cost of providing these functions. Our allocation methodologies are refined periodically, as necessary, to reflect changes in our businesses.

TheDuring the fourth quarter of 2015, we changed our method of accounting for our defined benefit pension and postretirement healthcare plans to immediately recognize actuarial gains and losses resulting from the remeasurement of these plans in earnings in the fourth quarter of each fiscal year. This method of accounting is referred to as MTM accounting as described in this MD&A and Note 1 and Note 13 of the accompanying consolidated financial statements. FedEx’s segment operating results follow internal management reporting, which is used for making operating decisions and assessing performance. Historically, total net periodic benefit cost was allocated to each segment. We continue to record service cost, interest cost and EROA at the business segments as well as an allocation from FedEx Services of their comparable costs. Annual recognition of actuarial gains and losses will be reflected in our segment results only at the corporate level. Additionally, although the actual asset returns are recognized in each fiscal year through a MTM adjustment, we continue to recognize EROA in the determination of net pension cost. At the segment level, we have set our EROA at 6.5% for all periods presented, which will equal our consolidated EROA assumption for 2016. In fiscal years where

- 54 -


the consolidated EROA is greater than 6.5%, that difference is reflected as a credit in “Corporate, eliminations and other.” We have adjusted prior-period segment information to conform to the current period’s presentation to ensure comparability of the segment results across all periods, including comparisons going forward in 2016.

In addition, in 2015, we ceased allocating to our transportation segments the costs associated with our corporate headquarters division. These costs included services related to general oversight functions, including executive officers and certain legal and finance functions as well as our annual MTM adjustment and certain other charges or credits. This change allows for additional transparency and improved management of our corporate oversight costs. These costs were previously included in the operating expenses line item “Intercompany charges” on the accompanying unaudited financial summaries of our transportation segments reflectssegments. These costs are now included in “Corporate, eliminations and other” in our segment reporting and reconciliations. Prior year amounts have been revised to conform to the allocationscurrent year segment presentation. See Note 14 of the accompanying consolidated financial statements for more information. The increase in these unallocated costs in 2015 from the prior year was driven by a loss associated with our MTM adjustment as further discussed in this MD&A and Note 1 and Note 13 of the accompanying consolidated financial statements and an increase in legal contingency reserves recorded in the first and fourth quarters of 2015 associated with a legal matter at FedEx Services segment toGround described in Note 18 of the respective transportation segments. The “Intercompany charges” caption also includes charges and credits for administrative services provided between operating companies and certain other costs such as corporate management fees related to services received for general corporate oversight, including executive officers and certain legal and finance functions. We believe these allocations approximate the net cost of providing these functions.accompanying consolidated financial statements.

OTHER INTERSEGMENT TRANSACTIONS

Certain FedEx operating companies provide transportation and related services for other FedEx companies outside their reportable segment. Billings for such services are based on negotiated rates, which we believe approximate fair value, and are reflected as revenues of the billing segment. These rates are adjusted from time to time based on market conditions. Such intersegment revenues and expenses are eliminated in our consolidated results and are not separately identified in the following segment information, because the amounts are not material.

 

-52-- 55 -


FEDEX EXPRESS SEGMENT

FedEx Express offers a wide range of U.S. domestic and international shipping services for delivery of packages and freight including priority services, which provide time-definite delivery within one, two or three business days worldwide, and deferred or economy services, which provide time-definite delivery within five business days worldwide. The following tables compare revenues, operating expenses, operating expenses as a percent of revenue, operating income and operating margin (dollars in millions) for the years ended May 31:31, and amounts have been recast to conform to the current year presentation reflecting the pension accounting changes and allocation of corporate headquarters costs further discussed in this MD&A and Note 1, Note 13 and Note 14 of the accompanying consolidated financial statements:

 

        Percent Change         Percent Change 
  2013 2012 2011 2013/2012 2012/2011   2015 2014 2013 2015/2014 2014/2013 

Revenues:

            

Package:

            

U.S. overnight box

  $6,513  $6,546  $6,128   (1  7   $6,704  $6,555  $6,513   2    1  

U.S. overnight envelope

   1,705   1,747    1,736   (2  1    1,629   1,636   1,705       (4

U.S. deferred

   3,020   3,001   2,805   1   7    3,342   3,188   3,020   5    6  
  

 

  

 

  

 

     

 

  

 

  

 

   

Total U.S. domestic package revenue

   11,238   11,294   10,669      6    11,675   11,379   11,238   3    1  

International priority

   6,586   6,849   6,760   (4  1    6,251   6,451   6,586   (3  (2

International economy

   2,046   1,859   1,468   10   27    2,301   2,229   2,046   3    9  
  

 

  

 

  

 

     

 

  

 

  

 

   

Total international export package revenue

   8,632   8,708   8,228   (1  6    8,552   8,680   8,632   (1  1  

International domestic (1)

   1,398   853   653   64   31    1,406   1,446   1,398   (3  3  
  

 

  

 

  

 

     

 

  

 

  

 

   

Total package revenue

   21,268   20,855   19,550   2   7    21,633   21,505   21,268   1    1  

Freight:

            

U.S.

   2,562   2,498   2,188   3   14    2,300   2,355   2,562   (2  (8

International priority

   1,678   1,827   1,722   (8  6    1,588   1,594   1,678       (5

International airfreight

   276   307   283   (10  8    180   205   276   (12  (26
  

 

  

 

  

 

     

 

  

 

  

 

   

Total freight revenue

   4,516   4,632   4,193   (3  10    4,068   4,154   4,516   (2  (8

Other (2)

   1,387   1,028   838   35   23    1,538   1,462   1,387   5    5  
  

 

  

 

  

 

     

 

  

 

  

 

   

Total revenues

   27,171   26,515   24,581   2   8    27,239   27,121   27,171         

Operating expenses:

            

Salaries and employee benefits

   10,045   9,657   9,183   4   5    10,104   9,797   9,835   3      

Purchased transportation

   2,331   1,828   1,573   28   16    2,544   2,511   2,331   1    8  

Rentals and landing fees

   1,684   1,680   1,672          1,693   1,705   1,684   (1  1  

Depreciation and amortization

   1,350   1,169   1,059   15   10    1,460   1,488   1,350   (2  10  

Fuel

   4,130   4,304   3,553   (4  21    3,199   3,943   4,130   (19  (5

Maintenance and repairs

   1,244   1,332   1,353   (7  (2   1,357   1,182   1,244   15    (5

Business realignment, impairment and other charges (3)

   243   134      NM    NM     276      243   NM    NM  

Intercompany charges (4)

   2,379   2,193   2,043   8   7    1,842   1,888   2,215   (2  (15

Other (5)

   3,210   2,958   2,917   9   1    3,180   3,179   3,210       (1
  

 

  

 

  

 

     

 

  

 

  

 

   

Total operating expenses

   26,616   25,255   23,353   5   8    25,655   25,693   26,242       (2
  

 

  

 

  

 

     

 

  

 

  

 

   

Operating income

  $555  $1,260   $1,228   (56  3   $1,584  $1,428  $929   11    54  
  

 

  

 

  

 

     

 

  

 

  

 

   
      

Operating margin (6)

   2.0  4.8%   5.0  (280)bp   (20)bp 

Operating margin

   5.8  5.3  3.4  50bp   190bp 

 

-53-- 56 -


  Percent of Revenue   Percent of Revenue 
    2013     2012     2011       2015     2014     2013   

Operating expenses:

        

Salaries and employee benefits

   37.0  36.4  37.4   37.1  36.1  36.2

Purchased transportation

   8.6   6.9   6.4    9.3    9.3   8.6 

Rentals and landing fees

   6.2   6.3   6.8    6.2    6.3   6.2 

Depreciation and amortization

   5.0   4.4   4.3    5.4    5.5   5.0 

Fuel

   15.2   16.2   14.4    11.7    14.5   15.2 

Maintenance and repairs

   4.6   5.0   5.5    5.0    4.4   4.6 

Business realignment, impairment and other charges (3)

   0.9   0.5       1.0       0.9 

Intercompany charges (4)

   8.7   8.3   8.3    6.8    6.9   8.1 

Other (5)

   11.8   11.2   11.9    11.7    11.7   11.8 
  

 

  

 

  

 

   

 

  

 

  

 

 

Total operating expenses

   98.0    95.2   95.0     94.2    94.7   96.6 
  

 

�� 

 

  

 

   

 

  

 

  

 

 

Operating margin (6)

   2.0  4.8  5.0   5.8  5.3  3.4
  

 

  

 

  

 

   

 

  

 

  

 

 

 

(1)

International domestic revenues includerepresent our international intra-country express operations including acquisitions in India (February 2011), Mexico (July 2011), Poland (June 2012), France (July 2012) and Brazil (July 2012).operations.

 

(2)

Includes FedEx Trade Networks, and FedEx SupplyChain Systems.Systems and Bongo.

 

(3) 

2015 includes $276 million of impairment and related charges resulting from the decision to permanently retire and adjust the retirement schedule of certain aircraft and related engines. 2013 includes $143 million of predominantly severance costs associated with our voluntary buyout program and a $100 million impairment charge resulting from the decision to retire 10 aircraft and related engines. 2012 represents impairment charges resulting from the decision to retire 24 aircraft and related engines.

 

(4) 

Includes allocations of $262 million in 2013 for business realignment costs.

(5)

Includes the 2012 reversal of a $66 million legal reserve that was initially recorded in 2011.

(6)

The direct and indirect charges described in notes (3) and (4) above reduced 2013 operating margin by 190 basis points. The charges and credit described in notes (3) and (5) above reduced 2012 operating margin by 20 basis points.

 

-54-- 57 -


The following table compares selected statistics (in thousands, except yield amounts) for the years ended May 31:

 

       Percent Change               Percent Change 
 2013 2012 2011 2013/2012 2012/2011   2015   2014   2013   2015/2014 2014/2013 

Package Statistics (1)

              

Average daily package volume (ADV):

              

U.S. overnight box

  1,134   1,146   1,184   (1  (3   1,240    1,164    1,134    7   3 

U.S. overnight envelope

  574   586   627   (2  (7   527    538    574    (2  (6

U.S. deferred

  835   845   873   (1  (3   916    869    835    5   4 
 

 

  

 

  

 

     

 

   

 

   

 

    

Total U.S. domestic ADV

  2,543   2,577   2,684   (1  (4   2,683    2,571    2,543    4   1 

International priority

  421   421   459      (8   410    410    421       (3

International economy

  155   138   116   12   19    176    170    155    4   10 
 

 

  

 

  

 

     

 

   

 

   

 

    

Total international export ADV

  576   559   575   3   (3   586    580    576    1   1 

International domestic (2)

  785   495   348   59   42    853    819    785    4   4 
 

 

  

 

  

 

     

 

   

 

   

 

    

Total ADV

  3,904   3,631   3,607   8   1    4,122    3,970    3,904    4   2 
 

 

  

 

  

 

     

 

   

 

   

 

    

Revenue per package (yield):

              

U.S. overnight box

 $22.52  $22.31  $20.29   1   10   $21.29   $22.18   $22.52    (4  (2

U.S. overnight envelope

  11.66   11.65   10.86      7    12.15    11.97    11.66    2   3 

U.S. deferred

  14.18   13.87   12.60   2   10    14.36    14.44    14.18    (1  2 

U.S. domestic composite

  17.33   17.12   15.59   1   10    17.13    17.42    17.33    (2  1 

International priority

  61.28   63.47   57.68   (3  10    60.05    61.88    61.28    (3  1 

International economy

  51.77   52.77   49.76   (2  6    51.54    51.75    51.77        

International export composite

  58.72   60.83   56.08   (3  8    57.50    58.92    58.72    (2   

International domestic (2)

  6.99   6.74   7.38   4   (9   6.49    6.95    6.99    (7  (1

Composite package yield

  21.36   22.44   21.25   (5  6    20.66    21.32    21.36    (3   

Freight Statistics (1)

              

Average daily freight pounds:

              

U.S.

  7,612   7,487   7,340   2   2    7,833    7,854    7,612       3 

International priority

  3,048   3,303   3,184   (8  4    2,887    2,922    3,048    (1  (4

International airfreight

  1,066   1,171   1,235   (9  (5   684    798    1,066    (14  (25
 

 

  

 

  

 

     

 

   

 

   

 

    

Total average daily freight pounds

  11,726   11,961   11,759   (2  2    11,404    11,574    11,726    (1  (1
 

 

  

 

  

 

     

 

   

 

   

 

    

Revenue per pound (yield):

              

U.S.

 $1.32  $1.30  $1.17   2   11   $1.16   $1.18   $1.32    (2  (11

International priority

  2.16   2.16   2.12      2    2.17    2.15    2.16    1    

International airfreight

  1.01   1.02   0.90   (1  13    1.04    1.01    1.01    3    

Composite freight yield

  1.51   1.51   1.40      8    1.40    1.41    1.51    (1  (7

 

(1)

Package and freight statistics include only the operations of FedEx Express.

 

(2)

International domestic statistics includerepresent our international intra-country express operations, including acquisitions in India (February 2011), Mexico (July 2011), Poland (June 2012), France (July 2012) and Brazil (July 2012).operations.

FedEx Express Segment Revenues

FedEx Express segmenttotal revenues were flat in 2015 as U.S. and international package volume and base yield growth were offset by lower fuel surcharges and unfavorable exchange rates.

U.S. domestic volumes increased 4% in 2015 driven by both our overnight box and deferred service offerings. U.S. domestic yields decreased 2% in 2013 primarily2015 due to the negative impact of newlower fuel surcharges, which were partially offset by higher rates. International export volumes grew 1%, driven by a 4% growth in our international economy service offering. The 2% decrease in international export yields in 2015 was due to the negative impact of lower fuel surcharges and unfavorable exchange rates, which were partially offset by higher rates and weight per package. International domestic revenues declined 3% in 2015 due to the negative impact of unfavorable exchange rates, which were partially offset by a 4% volume increase.

FedEx Express segment revenues were also flat in 2014. Lower fuel surcharges, lower freight revenue, unfavorable exchange rates and one fewer operating day were offset by revenue growth in our U.S. and international export package base business acquisitions and the growth inof our freight-forwarding business at FedEx Trade Networks. Core revenue growth was constrained by global economic conditions as revenue growth from higher international export volume was offset by decreased yields due to shifts inIn addition, the demand shift from our priority international services to our economy international services as well asdampened revenue growth.

- 58 -


Freight yields decreased 7% in 2014 due to lower fuel surcharges and lower rates. In 2013, internationalFreight average daily pounds decreased by 1% in 2014 due to weakness in global economic conditions and capacity reductions. U.S. domestic yields increased 1% in 2014 primarily due to higher rates and weight per package, partially offset by lower fuel surcharges. International export package revenues increased 64% due to recent acquisitions1% in Brazil, France2014 as base business growth was offset by lower fuel surcharges and Poland. International export revenues were down in 2013 as revenue per package decreased 3% due to the demand shift to our lower-yielding economy services. International priority yields increased 1% in 2014, while international priority volumes declined 3%. Within this category, volumes for lower-yielding distribution services and lower rates,declined, while volumeinternational priority volumes, excluding these distribution services, increased 3% driven by our economy services. A decrease in U.S.1%. International domestic package volumes more than offset an increase in U.S. domestic package yield, resulting in slightly lower U.S. domestic package revenues in 2013. Total average daily freight pounds decreased 2%volumes increased 4% in 2013 due to weakness in economic global conditions.

-55-


FedEx Express segment revenues increased 8% in 20122014 primarily due to an increase in U.S. domestic andprior year international export package yields, partially offset by decreases in U.S. domestic and international export package volumes. In 2012, U.S. domestic package yields increased 10% due to higher fuel surcharges and increased rate per pound. International export package yields increased 8% in 2012 due to higher fuel surcharges, increased package weights and increased rate per pound. Continued softness in the global economy resulted in decreased demand for our U.S. domestic and international export package services in 2012. International export revenue growth was negatively impacted by a lower-yielding mix of services, consisting of growth in deferred services and declines in premium services.business acquisitions.

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 years ended May 31:

 

    2013     2012     2011       2015     2014     2013   

U.S. Domestic and Outbound Fuel Surcharge:

        

Low

   10.00  11.50  7.00   1.50  8.00  10.00

High

   14.50   16.50   15.50    9.50   10.50   14.50 

Weighted-average

   11.84   14.23   9.77    6.34   9.47   11.84 

International Fuel Surcharges:

        

Low

   12.00   13.50   7.00    0.50   12.00   12.00 

High

   20.50   23.00   21.00    18.00   19.00   20.50 

Weighted-average

   17.02   17.45   12.36    12.80   16.26   17.02 

In both January 2013 and 2012, we implementedOn February 2, 2015, FedEx Express updated the tables used to determine fuel surcharges. On September 16, 2014, FedEx Express announced a 5.9%4.9% average list price increase for FedEx Express U.S. domestic, U.S. export and U.S. import services whileeffective January 5, 2015. In January 2014, we lowered our fuel surcharge index by two percentage points.implemented a 3.9% average list price increase for FedEx Express U.S. domestic, U.S. export and U.S. import services.

FedEx Express Segment Operating Income

Despite flat revenues, FedEx Express segment operating income and operating margin increased in 2015, driven by U.S. domestic and international package base yield and volume growth, benefits associated with our profit improvement program, the positive net impact of fuel, reduced pension expense, lower international expenses due to currency exchange rates, lower depreciation expense and a lower year-over-year impact from severe winter weather. These factors were partially offset by higher maintenance expense and higher incentive compensation accruals. Additionally, results for 2015 were negatively impacted by $405$276 million ($175 million, net of tax) of impairment and related charges, of which $246 million was noncash, resulting from the decision to permanently retire and adjust the retirement schedule of certain aircraft and related engines.

Within operating expenses, salaries and employee benefits increased 3% in 2015 due to the timing of annual merit increases for many of our employees and higher incentive compensation accruals. These factors were partially offset by the benefits from our voluntary employee severance program and lower pension expense. Maintenance and repairs expense increased 15% in 2015 primarily due to the timing of aircraft maintenance events. Costs associated with the growth of our freight-forwarding business at FedEx Trade Networks drove an increase in purchased transportation costs of 1% in 2015. Depreciation and amortization expense decreased 2% in 2015 driven by the expiration of accelerated depreciation for certain aircraft that were retired from service during the year.

Fuel expense decreased 19% in 2015 due to lower aircraft fuel prices. The net impact of fuel had a significant benefit in 2015 to operating income. See the “Fuel” section of this MD&A for a description and additional discussion of the net impact of fuel on our operating results.

- 59 -


FedEx Express operating income and operating margin in 2014 were positively impacted by the inclusion in 2013 of costs associated with our business realignment program both directly and through intercompany allocations. Additionally, results for 2013 were negatively impacted by a $100 millionan aircraft impairment charge as discussed above. In addition, FedEx Express results in 2014 benefited from the revenue growth in our U.S. and international export package business, lower pension expense, our voluntary employee severance program and lower maintenance expense. These factors were partially offset by lower freight revenues, a resultsignificant negative net impact of fuel and higher depreciation expense. In addition, operating income in 2014 reflects one fewer operating day and the decisionyear-over-year negative impact of severe weather.

In 2014, salaries and employee benefits were flat due to retire 10lower pension expense, the delayed timing or absence of annual merit increases for many of our employees, benefits from our voluntary employee severance program and lower variable incentive compensation. Intercompany charges decreased 15% in 2014 due to the inclusion in the prior year results of costs associated with the business realignment program at FedEx Services, as well as lower allocated sales and information technology costs. FedEx Express maintenance and repairs costs decreased 5% in 2014 due to network reductions and the benefits from the retirement of aircraft and related engines, from service. FedEx Express incurred $69 million in year-over-year incremental depreciation costs in 2013 due toas well as the decision in 2012 to accelerate the retirementtiming of certain aircraft. Operating income and operating margin also decreased in 2013 due to the demand shift toward lower-yielding international services. Operating comparisons were also impacted by an aircraft impairment charge in 2012 and a legal reserve accrual reversal as discussed below.

major maintenance events. Purchased transportation costs increased 28%8% in 20132014 due to higher utilization of third-party transportation providers, including recent business acquisitions, and costs associated with the expansion of our freight forwardingfreight-forwarding business at FedEx Trade Networks. Salaries and benefits increased 4% in 2013 due to recent acquisitions and higher pension costs, partially offset by lower incentive compensation accruals. Other operating expenses increased 9% due to the impact of recent business acquisitions and the negative year-over-year comparison of the legal reserve accrual reversal in 2012. Depreciation and amortization expense increased 15% in 201310% during 2014 as a result of aircraft recently placed into service and$74 million of year-over-year incremental accelerated depreciation due to the shortened life of certain aircraft.

FedEx Express aircraft maintenancescheduled for retirement, and repairs costs are largely driven by aircraft utilization and required periodic maintenance events. When newer aircraft are introducedplaced into our operating fleet, less maintenance costs are incurred. As a part of our fleet modernization program, FedEx Express has retired older, less efficient aircraft prior to required periodic maintenance events and has introduced newly manufactured aircraft into the fleet. As a result, a decrease in maintenance and repairs costs was experienced in 2013 and 2012.service.

Fuel costs decreased 4%5% in 20132014 due to lower jetaircraft fuel prices and lower aircraftusage. The net impact of fuel usage. Basedhad a significant negative impact on operating income in 2014. See the “Fuel” section of this MD&A for a static analysisdescription and additional discussion of the net impact of year-over-year changes in fuel prices compared to year-over-year changes in fuel surcharges, fuel had a slightly positive impact in 2013. This analysis considers the estimated impact of the reduction in fuel surcharges included in the base rates charged for FedEx Express services.

-56-


FedEx Express segmenton our operating income increased 3% in 2012 primarily due to the benefit from the timing lag that exists between when fuel prices change and when indexed fuel surcharges automatically adjust and U.S. domestic and international export package yield improvements. Results of the FedEx Express segment reflect the impact of two one-time items in 2012. FedEx Express segment results for 2012 were negatively impacted by $134 million as a result of the decision to retire from service 18 Airbus A310-200 aircraft and 26 related engines as well as six Boeing MD10-10 aircraft and 17 related engines to better align the U.S. domestic air network capacity of FedEx Express to match current and anticipated shipment volumes. The 2012 operating results at the FedEx Express segment were favorably impacted by the reversal of a legal reserve of $66 million that was initially recorded in 2011. FedEx Express segment results also benefited from a milder winter compared to the negative impact of unusually severe winter weather in 2011.

Salaries and employee benefits increased 5% in 2012 due to higher incentive compensation accruals and the full reinstatement of 401(k) company-matching contributions effective January 1, 2011. Purchased transportation costs increased 16% in 2012 due to costs associated with the expansion of our freight forwarding business at FedEx Trade Networks, business acquisitions in India and Mexico and higher utilization of third-party transportation providers, primarily in Europe. Intercompany charges increased 7% in 2012 due to higher allocated variable incentive compensation expenses.

Fuel costs increased 21% in 2012 due to increases in the average price per gallon of fuel. Fuel usage in 2012 was down slightly.results.

FedEx Express Segment Outlook

We expect revenues and earnings to increase at FedEx Express during 20142016 primarily due to slight growth in our international packageimproved U.S. domestic and international domestic services.export volume and package yields, as we continue to focus on revenue quality while managing costs. In addition, we expect operating income to improve through ongoingthe continued execution of our profit improvement programs, including improving yields, adjustingmanaging network capacity andto match customer demand, reducing structural costs. However, the demand shift fromcosts, modernizing our priorityfleet and driving productivity increases throughout our U.S. and international services to our economy international services will continue to constrain earnings growth in 2014. Base yields on priority international services at FedEx Express continue to weaken based on our customers’ accelerating preference for our lower-yielding services. Given the persistence of this trend, we will continue evaluating further actions to adjust our FedEx Express network capacity and shift lower yielding services into lower cost delivery networks.operations.

Capital expenditures at FedEx Express are expected to increase in 20142016 driven by an increase in aircraft investment. We will continue to modernize our aircraft fleet at FedEx Express during 2014 by adding newermodernization programs, as we add new aircraft that are more reliable, fuel-efficient and technologically advanced and retiringretire older, less-efficient aircraft. Due to the accelerated retirement of certain aircraft and related engines to aid in modernizing our fleet and improving our global network, we expect an additional $74 million in year-over-year depreciation expense in 2014.

In April 2013, FedEx Express was selected as the sole awardee of the recent U.S. Postal Service air cargo solicitation, representing the majority of the United States Postal Service’s (“USPS”) air linehaul traffic. This new seven year agreement begins on October 1, 2013. The agreement provides reduced rates for the USPS versus the prior FedEx Express agreement and offers the opportunity for incremental revenue.

 

-57-- 60 -


FEDEX GROUND SEGMENT

FedEx Ground service offerings include day-certain service delivery to businesses in the U.S. and Canada and to nearly 100% of U.S. residences. FedEx SmartPost consolidates high-volume, low-weight, less time-sensitive business-to-consumer packages and utilizes the USPSUnited States Postal Service (“USPS”) for final delivery. On January 30, 2015, we acquired GENCO, a leading North American third-party logistics provider. GENCO’s financial results are included in the following table from the date of acquisition, which has impacted the year-over-year comparability of revenue and operating expenses. The following tables compare revenues, operating expenses, operating expenses as a percent of revenue, operating income and operating margin (dollars in millions) and selected package statistics (in thousands, except yield amounts) for the years ended May 31:31, and amounts have been recast to conform to the current year presentation reflecting the pension accounting changes and allocation of corporate headquarters costs further discussed in this MD&A and Note 1, Note 13 and Note 14 of the accompanying consolidated financial statements:

 

        Percent Change         Percent
Change
 
      2013         2012         2011     2013/2012 2012/2011       2015         2014         2013     2015/2014 2014/2013 

Revenues:

            

FedEx Ground

  $9,652  $8,791  $7,855   10   12   $11,563   $10,634   $9,652    9    10  

FedEx SmartPost

   926   782   630   18   24    1,005    983    926    2    6  

GENCO

   416            NM    NM  
  

 

  

 

  

 

     

 

  

 

  

 

   

Total revenues

   10,578   9,573   8,485   10   13    12,984    11,617    10,578    12    10  

Operating expenses:

            

Salaries and employee benefits

   1,586   1,451   1,282   9   13    2,146    1,749    1,577    23    11  

Purchased transportation

   4,191   3,762   3,431   11   10    5,021    4,635    4,191    8    11  

Rentals

   331   284   263   17   8    485    402    331    21    21  

Depreciation and amortization

   434   389   337   12   15    530    468    434    13    8  

Fuel

   17   14   12   21   17    12    17    17    (29    

Maintenance and repairs

   190   176   169   8   4    244    222    190    10    17  

Intercompany charges(1)

   1,148   978   897   17   9    1,123    1,095    1,086    3    1  

Other

   893   755   769   18   (2   1,251    1,008    893    24    13  
  

 

  

 

  

 

     

 

  

 

  

 

   

Total operating expenses

   8,790   7,809   7,160   13   9    10,812    9,596    8,719    13    10  
  

 

  

 

  

 

     

 

  

 

  

 

   

Operating income

  $1,788  $1,764  $1,325   1   33   $2,172   $2,021   $1,859    7    9  
  

 

  

 

  

 

     

 

  

 

  

 

   
      

Operating margin(1)

   16.9  18.4  15.6  (150)bp   280bp 

Operating margin

   16.7  17.4  17.6  (70)bp   (20)bp 

Average daily package volume:

            

FedEx Ground

   4,222   3,907   3,746   8   4    4,850    4,588    4,222    6    9  

FedEx SmartPost

   2,058   1,692   1,432   22   18    2,061    2,186    2,058    (6  6  

Revenue per package (yield):

            

FedEx Ground

  $8.94  $8.77  $8.17   2   7   $9.37   $9.10   $8.94    3    2  

FedEx SmartPost

  $1.77  $1.81  $1.72   (2  5   $1.93   $1.78   $1.77    8    1  
  Percent of Revenue     
  2013 2012 2011     

Operating expenses:

      

Salaries and employee benefits

   15.0  15.2  15.1  

Purchased transportation

   39.6   39.3   40.4   

Rentals

   3.1   3.0   3.1   

Depreciation and amortization

   4.1   4.1   4.0   

Fuel

   0.2   0.1   0.1   

Maintenance and repairs

   1.8   1.8   2.0   

Intercompany charges(1)

   10.9   10.2   10.6   

Other

   8.4   7.9   9.1   
  

 

  

 

  

 

   

Total operating expenses

   83.1    81.6   84.4    
  

 

  

 

  

 

   

Operating margin(1)

   16.9  18.4  15.6  
  

 

  

 

  

 

   

- 61 -


   Percent of Revenue 
       2015          2014          2013     

Operating expenses:

    

Salaries and employee benefits

   16.5  15.0  14.9

Purchased transportation

   38.7    39.9    39.6  

Rentals

   3.7    3.5   ��3.1  

Depreciation and amortization

   4.1    4.0    4.1  

Fuel

   0.1    0.2    0.2  

Maintenance and repairs

   1.9    1.9    1.8  

Intercompany charges(1)

   8.7    9.4    10.3  

Other

   9.6    8.7    8.4  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   83.3    82.6    82.4  
  

 

 

  

 

 

  

 

 

 

Operating margin

   16.7  17.4  17.6
  

 

 

  

 

 

  

 

 

 

 

(1)

Includes allocations of $105 million in 2013 for business realignment costs which reduced operating margin by 100 basis points.costs.

-58-


FedEx Ground Segment Revenues

FedEx Ground segment revenues increased 10% during 201312% in 2015 due to volume increases at both FedEx Ground and FedEx SmartPost, as well as yield growth at FedEx Ground.Ground, the inclusion of GENCO results and yield growth at FedEx SmartPost, partially offset by lower volumes at FedEx SmartPost.

Average daily volume at FedEx Ground average daily package volume increased 8% during 20136% in 2015 due to market share gains from continued growth in our FedEx Home Delivery service and increases in our commercial business. FedEx Ground yieldYield increased 2%3% in 20132015 primarily due to increased rateshigher dimensional weight charges and higher residential surcharge revenue, partially offset by lower fuel surcharges and package weights.rate increases.

FedEx SmartPost average daily volume grew 22% during 2013 primarily asdecreased 6% in 2015 due to the reduction in volume from a result of growth in e-commerce. Yields atmajor customer. FedEx SmartPost decreased 2% during 2013 primarilyyield increased 8% in 2015 due to higher postage costs,rate increases and improved customer mix, partially offset by increased rates.higher postage costs. FedEx SmartPost yield represents the amount charged to customers net of postage paid to the USPS.

During 2012, FedEx Ground segment revenues increased 13%10% in 2014 due to both volume and yield growth at FedEx Ground and volume growth at both FedEx Ground and FedEx SmartPost. In addition, 2014 revenues were negatively impacted by one fewer operating day, unusually severe weather and lower fuel surcharges.

FedEx Ground yields increased 7% during 2012 primarily due to rate increases, higher fuel surcharges and higher extra service revenue. Average daily package volume increased 4% at FedEx Ground in 2012increased 9% during 2014 due to market share gains resulting from continued growth in our FedEx Home Delivery service and an increase in our commercial business.

At FedEx SmartPost, yieldsGround yield increased 5% in 20122% during 2014 primarily due to rate increases and higher fuelresidential surcharges, and increased rates, partially offset by an unfavorable service mix. Average daily volume increased 18%lower fuel surcharge revenue.

FedEx SmartPost volumes grew 6% during 2014 primarily due to growth in e-commerce. Yields at FedEx SmartPost increased 1% during 2014 primarily due to rate increases and change in 2012 as a result of growth in e-commerce.service mix, partially offset by higher postage costs and lower fuel surcharges.

The FedEx Ground fuel surcharge is based on a rounded average of the national U.S. on-highway average price for a gallon of diesel fuel, as published by the Department of Energy. Our fuel surcharge ranged as follows for the years ended May 31:

 

    2013     2012     2011       2015     2014     2013   

Low

   6.50  7.50  5.50   4.50  6.50  6.50

High

   8.50   9.50   8.50    7.00   7.00   8.50 

Weighted-average

   7.60   8.46   6.20    5.90   6.66   7.60 

- 62 -


On February 2, 2015, FedEx Ground updated the tables used to determine fuel surcharges. On September 16, 2014, FedEx Ground and FedEx Home Delivery announced a 4.9% increase in average list price effective January 5, 2015. In addition, as announced in May 2014, FedEx Ground began applying dimensional weight pricing to all shipments effective January 5, 2015. In January 2013 and 2012,2014, FedEx Ground and FedEx Home Delivery implemented a 4.9% increase in average list price increase. The full average rate increase of 5.9% was partially offset by adjusting the fuel price threshold at which the fuel surcharge begins, reducing the fuel surcharge by one percentage point.price. FedEx SmartPost rates also increased.

FedEx Ground Segment Operating Income

FedEx Ground segment operating income increased 1% during 2013 primarily due to volume growth and7% in 2015 driven by higher yields. However, operating margin decreased as the benefit of higher volume and revenue per package and volumes, the positive net impact of fuel, and a lower year-over-year impact from severe winter weather. The increase to operating income was more thanpartially offset by intercompany chargeshigher network expansion costs, as we continue to invest heavily in our FedEx Ground and FedEx SmartPost businesses. The decline in operating margin for 2015 is primarily attributable to network expansion costs and the inclusion of $105 million associated with the business realignment program and a favorable self-insurance true-upGENCO results.

The inclusion of GENCO results in the prior year. Purchased transportationFedEx Ground segment results has impacted the year-over-year comparability of all operating expenses. Including the incremental costs increased 11% in 2013 primarily as a result of volume growth and higher rates paid to our independent contractors. Other operating expenses increased 18% primarily due to a favorable self-insurance true-up in the prior year and higher legal expenses in the current year. Salariesfrom GENCO, salaries and employee benefits expense increased 9% in 2013 primarily due to increased23% driven by additional staffing to support volume growth. Volume growth and higher service provider rates drove purchased transportation expense to increase 8% in 2015. Other expense increased 24% in 2015 primarily due to the addition of GENCO results and higher self-insurance costs. Network expansion caused rentals expense to increase 21% in 2015. Depreciation and amortization expense increased 13% in 2015 due to network expansion and trailer purchases.

-59-


FedEx Ground segment operating income increased 33%9% in 2014 driven by higher volumes and yields. Operating income comparisons were also positively impacted by the inclusion in 2013 of costs associated with our business realignment program. The increase to operating income in 2014 was partially offset by higher network expansion costs, as we continue to invest heavily in the growing FedEx Ground and FedEx SmartPost businesses, and the net negative impact of fuel. In addition, operating income in 2014 was negatively affected by year-over-year impact of unusually severe weather and one fewer operating day. The decline in operating margin increased 280 basis points during 2012for 2014 is primarily dueattributable to higher yieldsthe negative net impact of fuel and volume growth. FedEx Ground has continued to shorten transit times throughout 2012 by accelerating various lanes throughoutnetwork expansion costs. Operating margin in 2014 benefited from the U.S. and Canada, while maintaining consistently high on-time service. Purchased transportationinclusion in 2013 of costs increased 10% in 2012 primarily as a result of volume growth and higher fuel surcharges. associated with our business realignment program.

Salaries and employee benefits expense increased 13%11% during 2014 primarily due to increasedadditional staffing to support volume growth and higher incentive compensation accruals. Intercompany chargeshealthcare costs. Other expense increased 9% in 201213% primarily due to higher allocated information technology costs. Depreciationself-insurance costs and credit card fees. Rentals expense increased 15%21% in 20122014 due to higher capital spending across the network including technologyexpansion. Depreciation and transportation equipment upgradesamortization expense increased 8% in 2014 due to network expansion and an initiative to replace lighting fixtures throughout the network in order to reduce energy costs.

Independent Contractor Model

Although FedEx Ground is involved in numerous lawsuits and other proceedings (such as state tax or other administrative challenges) where the classification of its independent contractors is at issue, a number of recent judicial decisions support our classification, and we believe our relationship with the contractors is generally excellent. For a description of these proceedings, see “Risk Factors” and Note 18 of the accompanying consolidated financial statements.

For additional information on the FedEx Ground Independent Service Provider model, see Part 1, Item 1 under the caption “Independent Contractor Model.”trailer purchases.

FedEx Ground Segment Outlook

FedEx Ground segment revenues and operating income are expected to continue to grow in 2014,2016, led by volume growth across all our major services due to market share gains. We also anticipate yield growth to continue in 20142016 through yield management programs. Weprograms, including our dimensional weight rating changes. However, the full-year impact of the GENCO acquisition will have a negative impact on FedEx Ground operating margin in 2016 due to integration costs and the impact of intangible asset amortization arising from purchase accounting.

Capital expenditures at FedEx Ground are expected to increase in 2016 as we continue to make investments to grow our highly profitable FedEx Ground network through hub expansion and vehiclefacility expansions and equipment purchases. EarningsThe impact of these investments on our cost structure will partially offset earnings growth mayin 2016.

On March 16, 2015, we announced that our FedEx SmartPost business will be dampened slightly during periodsmerged into FedEx Ground effective September 1, 2015. The FedEx SmartPost service remains an important component of increased network expansion.our service offerings and this internal structural change will enhance our ability to leverage the strengths of both the FedEx Ground and FedEx SmartPost networks to maximize operational efficiencies and will provide greater flexibility to meeting the needs of our e-commerce customers. No personnel reductions associated with this merger are expected, and the estimated cost of the merger activities is immaterial to our results.

- 63 -


Effective June 1, 2015, we will begin recording revenues associated with FedEx SmartPost on a gross basis including postal fees in revenues and expenses, versus our previous net treatment, due to operational changes occurring in 2016 which result in us being the principal in all cases for the FedEx SmartPost service. This change will be prospective as the operational changes did not occur until the beginning of 2016. While we expect this to have a negative impact of approximately 120 basis points on the FedEx Ground operating margin in 2016, it will not impact the total operating income of FedEx Ground.

We will continue to vigorously defend various attacks against our independent contractor model and incur ongoing legal costs as a part of this process. While we believe that FedEx Ground’s owner-operators are properly classified as independent contractors, it is reasonably possible that we could incur aadditional material losslosses in connection with one or more of these matters or be required to make material changes to our contractor model. However, we do not believe that any such changes will impair our ability to operate and profitably grow our FedEx Ground business.

 

-60-- 64 -


FEDEX FREIGHT SEGMENT

FedEx Freight service offerings include priority LTL services when speed is critical and economy services when time can be traded for savings. The following tables comparetable compares revenues, operating expenses, operating expenses as a percent of revenue, operating income, (loss) and operating margin (dollars in millions) and selected statistics for the years ended May 31:31, and amounts have been recast to conform to the current year presentation reflecting the pension accounting changes and allocation of corporate headquarters costs further discussed in this MD&A and Note 1, Note 13 and Note 14 of the accompanying consolidated financial statements:

 

        Percent Change        Percent Change 
      2013         2012         2011     2013/2012 2012/2011  2015 2014 2013 2015/2014 2014/2013 

Revenues

  $5,401  $5,282  $4,911   2   8  $6,191  $5,757  $5,401   8    7  

Operating expenses:

           

Salaries and employee benefits

   2,342   2,316   2,303   1   1   2,698   2,442   2,336   10    5  

Purchased transportation

   865   851   779   2   9   1,045   981   865   7    13  

Rentals

   118   114   122   4   (7  129   131   118   (2  11  

Depreciation and amortization

   217   185   205   17   (10  230   231   217       6  

Fuel

   598   636   585   (6  9   508   595   598   (15  (1

Maintenance and repairs

   191   192   182   (1  5   201   179   191   12    (6

Business realignment, impairment and other charges (1)

   3      89   NM    NM          3   NM    NM  

Intercompany charges (2)

   484   433   427   12   1   444   431   452   3    (5

Other

   375   393   394   (5     452   416   375   9    11  
  

 

  

 

  

 

    

 

  

 

  

 

   

Total operating expenses

   5,193   5,120   5,086   1   1   5,707   5,406   5,155   6    5  
  

 

  

 

  

 

    

 

  

 

  

 

   

Operating income (loss)

  $208  $162  $(175  28   193 

Operating income

 $484  $351  $246   38    43  
  

 

  

 

  

 

    

 

  

 

  

 

   

Operating margin (3)

   3.9  3.1  (3.6)%   80bp   670bp   7.8  6.1  4.6  170bp   150bp 

Average daily LTL shipments (in thousands) (4)

           

Priority

   59.3   60.4    (2   66.9   62.9   59.3   6    6  

Economy

   26.4   24.5    8    28.6   27.7   26.4   3    5  
  

 

  

 

     

 

  

 

  

 

   

Total average daily LTL shipments

   85.7   84.9   86.0   1   (1  95.5   90.6   85.7   5    6  
  

 

  

 

     

 

  

 

  

 

   

Weight per LTL shipment (lbs) (4)

      

Weight per LTL shipment

     

Priority

   1,237   1,202    3    1,272   1,262   1,237   1    2  

Economy

   990   1,045    (5   1,003   1,000   990       1  

Composite weight per LTL shipment

   1,161   1,156   1,144      1   1,191   1,182   1,161   1    2  

LTL yield (revenue per hundredweight) (4)

      

LTL revenue per shipment

     

Priority

  $17.80  $18.02    (1  $229.57  $223.61  $220.32   3    1  

Economy

   25.90   23.96    8    264.34   258.05   256.38   2    1  

Composite LTL yield

  $19.94  $19.57  $18.24   2   7 

Composite LTL revenue per shipment

 $240.09  $234.23  $231.52   3    1  

LTL revenue per hundredweight

     

Priority

 $18.05  $17.73  $17.80   2      

Economy

  26.34   25.80   25.90   2      

Composite LTL revenue per hundredweight

 $20.15  $19.82  $19.94   2    (1

 

-61-- 65 -


  Percent of Revenue   Percent of Revenue 
    2013     2012     2011       2015     2014     2013   

Operating expenses:

        

Salaries and employee benefits

   43.4  43.9  46.9   43.6  42.4  43.3

Purchased transportation

   16.0   16.1   15.9    16.9    17.1    16.0  

Rentals

   2.2   2.2   2.5    2.1    2.3    2.2  

Depreciation and amortization

   4.0   3.5   4.2    3.7    4.0    4.0  

Fuel

   11.1   12.0   11.9    8.2    10.3    11.1  

Maintenance and repairs

   3.5   3.6   3.7    3.2    3.1    3.5  

Business realignment, impairment and other charges (1)

         1.8              

Intercompany charges (2)

   9.0   8.2   8.7    7.2    7.5    8.4  

Other

   6.9   7.4   8.0    7.3    7.2    6.9  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total operating expenses

   96.1   96.9   103.6    92.2    93.9    95.4  
  

 

  

 

  

 

   

 

  

 

  

 

 

Operating margin (3)

   3.9  3.1  (3.6)%    7.8  6.1  4.6
  

 

  

 

  

 

   

 

  

 

  

 

 

 

(1)

2013 includes severance costs associated with our voluntary buyout program. 2011 includes severance, impairment and other charges associated with the combination of our FedEx Freight and FedEx National LTL operations, effective January 30, 2011.

 

(2)

Includes allocations of $47 million in 2013 for business realignment costs.

(3)

The direct and indirect charges disclosed in notes (1) and (2) above reduced 2013 operating margin by 90 basis points.

(4)

FedEx Freight introduced Priority and Economy services during the fourth quarter of 2011; therefore, full-year detail has not been presented for 2011.

FedEx Freight Segment Revenues

FedEx Freight segment revenues increased 2%8% in 20132015 due to higher LTL yield and average daily LTL shipments. LTL yield increased 2% in 2013 due to improvements in FedEx Freight Economy yield resulting from higher ratesshipments and lower weightrevenue per LTL shipment. Average daily LTL shipments increased 1%5% in 2013 driven by2015 due to higher demand for our FedEx Freight Economy services offering, partially offset by transitional challenges encountered by some customers in the second half of 2013 while migratingPriority and FedEx Freight functionality to the FedEx enterprise automated platform.

Revenue per hundredweight is a commonly-used indicator of pricing trends, but this metric can be influenced by many other factors, such as changes in fuel surcharges, weightEconomy service offerings. LTL revenue per shipment length of haul and the mix of freight. Generally, LTL freight is rated using a standard class system for the LTL industry and classes are assigned based on transportation characteristics including density, risk and handling. Under the class system, low-value freight that is easy to handle, unlikely to damage and dense will receive lower class ratings (and lower yields) than expensive, light, bulky freight which is highly susceptible to damage (and produces higher yields). As a result, changesincreased 3% in revenue per hundredweight do not necessarily indicate actual changes in underlying base rates.

During 2012, FedEx Freight revenues increased 8%2015 due to increased LTL yieldhigher rates and higher weight per LTL shipment, partially offset by lowershipment.

FedEx Freight segment revenues increased 7% during 2014 due to higher average daily LTL shipments.shipments and revenue per LTL yield increased 7% during 2012 due to higher fuel surcharges and base yield improvement.shipment. Revenues in 2014 were negatively impacted by one fewer operating day. Average daily LTL shipments decreasedincreased 6% in 2014 due to higher demand for both of our service offerings. LTL revenue per shipment increased 1% in 2012; however, during the second half of 2012, LTL shipment year-over-year comparisons improved sequentially (2% in the third quarter and 4% in the fourth quarter)2014 due to enhanced service levels, strong customer satisfaction from our service offerings and the impact of severe weatherchanges in the prior year.

shipment characteristics, primarily higher weight per LTL shipment.

-62-


The weekly indexed LTL fuel surcharge is based on the average of the national U.S. on-highway average priceprices for a gallon of diesel fuel, as published by the Department of Energy. The indexed LTL fuel surcharge ranged as follows for the years ended May 31:

 

    2013     2012     2011       2015     2014     2013   

Low

   21.80  19.80  15.10   20.90  22.70  21.80

High

   24.40   24.30   20.70    26.20   23.70   24.40 

Weighted-average

   23.38   22.90   17.00    24.30   23.20   23.38 

On June 10, 2013,February 2, 2015, FedEx Freight updated the tables used to determine fuel surcharges. On September 16, 2014, FedEx Freight announced it willa 4.9% average increase in certain U.S. and other shipping rates effective January 5, 2015. In June 2014, FedEx Freight increased its published fuel surcharge indices by three percentage points. In March 2014, FedEx Freight increased certain U.S. and other shipping rates by an average of 4.5% effective on July 1, 2013. In July 2012, FedEx Freight implemented a rate increase of 6.9% for LTL shipments. In June 2011, FedEx Freight increased the fuel surcharge rate to a maximum of 3.6 percentage points above previous levels.3.9%.

FedEx Freight Segment Operating Income

The FedEx Freight segment operating results for 2013 improved asincome and operating margin increased in 2015 due to higher LTL revenue per shipment and higher average daily LTL shipments. These factors were partially offset by a result of LTL yield10% increase in salaries and employee benefits expense, driven by staffing to support volume growth and higher incentive compensation accruals. Volume growth, higher utilization and higher service provider rates drove an increase to purchased transportation expense of 7% in 2015. Other expense increased 9% in 2015 driven partially by higher cargo claims.

- 66 -


FedEx Freight segment operating income and operating margin increased in 2014 due to the positive impacts of higher average daily LTL shipments, along with ongoing improvementhigher LTL revenue per shipment and greater network efficiency. Operating income comparisons also benefited from the inclusion in operational efficiencies in our integrated network. However, operating results for 2013 were negatively impacted by $50 million of costs associated with our business realignment program both directly and through intercompany allocations.

Depreciationas discussed below. Operating income in 2014 was negatively impacted by higher depreciation and amortization expense, the negative year-over-year impact of severe weather and one fewer operating day.

Purchased transportation expense increased 17%13% in 2014 due to continued investment in replacementincreased use of rail and road third-party transportation equipment.providers and higher rates. Salaries and employee benefits increased 1%5% in 20132014 primarily due to increasesa volume-related increase in volumelabor hours and higher healthcare workers’ compensationcosts. Other operating expenses increased 11% in 2014 due to higher self-insurance costs, bad debt expense and pensionreal estate taxes. Intercompany charges decreased 5% in 2014 primarily due to the inclusion in the prior year results of costs associated with the business realignment program at FedEx Services, partially offset by operational efficiencies and lower incentive compensation. Purchased transportation costs increased 2% in 2013 due to increased utilization of rail and higher rates, partially offset by a lower cost per mile due to our ability to optimize mode of transportation.

Fuel costs decreased 6% in 2013 due to increased utilization of rail and fuel efficiency improvements. Based on a static analysis of the net impact of year-over-year changes in fuel prices compared to year-over-year changes in fuel surcharges, fuel had a minimal impact on operating income in 2013.

In 2012, the FedEx Freight segment operating income increased significantly as a result of higher fuel surcharges, yield growth and ongoing improvements in operational efficiencies due to the combination of our FedEx Freight and FedEx National LTL operations in 2011. Additionally, the FedEx Freight segment’s 2012 results benefited from milder winter weather, while our 2011 results were negatively impacted by unusually severe winter weather.

Purchased transportation costs increased 9% in 2012 due to higher rates and the increased utilization of rail, partially offset by a lower cost per mile due to our ability to optimize mode of transportation while meeting service standards. Fuel costs increased 9% in 2012 due to a higher average price per gallon of diesel fuel, partially offset by the increased utilization of rail. 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 positive impact to operating income in 2012. Depreciation and amortization expense decreased 10% in 2012 primarily due to accelerated depreciation in 2011 associated with the combination of our LTL operations.allocated sales costs.

FedEx Freight Segment Outlook

We expect modestcontinued revenue and operating income growth, at the FedEx Freight segmentas well as improvement in 2014our operating margin during 2016 driven by yield andmoderate volume initiativesgrowth from our differentiated LTL services.

 We also anticipate effective yield management practices to result in increased revenues. FedEx Freight operating income and operating marginearnings growth will also be positively impacted by continued improvement in productivity along with further investment in technology.

Capital expenditures at FedEx Freight are expected to increase in 20142016 primarily driven by improvementsinvestments in yields and volume,vehicles, as well as continued improvement in productivity and efficiency across our integrated network. We will continue to useadditional investments in technology, focused on network and equipment planning and customer automation, to further enhance customer service levels throughout 2014.facilities.

 

-63-- 67 -


Capital expenditures in 2014 are expected to be comparable to 2013, with the majority of our spending for replacement of vehicles and freight handling equipment.

FINANCIAL CONDITION

LIQUIDITY

Cash and cash equivalents totaled $4.9$3.8 billion at May 31, 2013,2015, compared to $2.8$2.9 billion at May 31, 2012.2014. The following table provides a summary of our cash flows for the periods ended May 31 (in millions):. All amounts have been recast to conform to the current year presentation reflecting the MTM accounting changes further discussed in this MD&A and Note 1, Note 13 and Note 14 of the accompanying consolidated financial statements:

 

  2013 2012 2011   2015 2014 2013 

Operating activities:

        

Net income

  $1,561  $2,032  $1,452   $1,050  $2,324  $2,716 

Business realignment, impairment and other charges

   479   134   29    246      479 

Retirement plans mark-to-market adjustment

   2,190   15   (1,368

Other noncash charges and credits

   3,183   3,504   2,892    2,317   3,173   3,396 

Changes in assets and liabilities

   (535  (835  (332   (437  (1,248  (535
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash provided by operating activities

   4,688   4,835   4,041    5,366   4,264   4,688 
  

 

  

 

  

 

   

 

  

 

  

 

 

Investing activities:

        

Capital expenditures

   (3,375  (4,007  (3,434   (4,347  (3,533  (3,375

Business acquisitions, net of cash acquired

   (483  (116  (96   (1,429  (36  (483

Proceeds from asset dispositions and other

   55   74   111    24   18   55 
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash used in investing activities

   (3,803  (4,049  (3,419   (5,752  (3,551  (3,803
  

 

  

 

  

 

   

 

  

 

  

 

 

Financing activities:

        

Purchase of treasury stock

   (246  (197   

Purchase of treasury stock, including ASRs

   (1,254  (4,857  (246

Principal payments on debt

   (417  (29  (262   (5  (254  (417

Proceeds from debt issuance

   1,739       

Proceeds from debt issuances

   2,491   1,997   1,739 

Dividends paid

   (177  (164  (151   (227  (187  (177

Other

   285   146   126    344   582   285 
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash provided by (used in) financing activities

   1,184   (244  (287   1,349   (2,719  1,184 

Effect of exchange rate changes on cash

   5   (27  41    (108  (3  5 
  

 

  

 

  

 

   

 

  

 

  

 

 

Net increase in cash and cash equivalents

  $2,074  $515  $376 

Net increase (decrease) in cash and cash equivalents

  $855  $(2,009 $2,074 
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash and cash equivalents at end of period

  $3,763  $2,908  $4,917 
  

 

  

 

  

 

 

Cash Provided by Operating Activities.Activities. Cash flows from operating activities increased $1.1 billion in 2015 primarily due to higher segment operating income, the inclusion in the prior year of payments associated with our voluntary employee buyout program and lower incentive compensation payments. Cash flows from operating activities decreased $147$424 million in 20132014 primarily due to decreased earningsvoluntary employee severance program payouts, an income tax refund received in the prior year, higher income tax payments and higher tax, variable compensation and voluntary buyout payments, partially offset by a decrease in pension contributions. Cash flows from operating activities increased $794 million in 2012 primarily due to increased earnings,contributions, partially offset by higher pension contributions.segment operating income. We made contributions of $560$660 million to our tax-qualified U.S. domestic pension plans (“U.S. Pension Plans”) during 2013in 2015 and contributions of $7222014 and $560 million to our U.S. Pension Plans during 2012. We made contributions of $480 million to our U.S. Pension Plans during 2011.in 2013.

Cash Used in Investing Activities. Capital expenditures were 16% lower23% higher in 20132015 largely due to decreasedincreased spending for aircraft at FedEx Express and 17%sort facility expansion at FedEx Ground, and were 5% higher in 2012 primarily2014 than in 2013, largely due to increased spending at FedEx ExpressGround and FedEx Freight.Express. See “Capital Resources” for a more detailed discussion of capital expenditures during 20132015 and 2012.2014.

- 68 -


Financing Activities. In April 2013, we issued $750 million ofWe had various senior unsecured debt under our current shelf registration statement, comprisedissuances in 2015, 2014 and 2013. See Note 6 of $250 million of 2.70% fixed-rate notes due in April 2023 and $500 million of 4.10% fixed rate notes due in April 2043.the accompanying consolidated financial statements for more information on these issuances. Interest on these notes is payable semi-annually.paid semiannually. We utilized $1.4 billion of the net proceeds of the 2015 debt issuance to fund our acquisition of GENCO and the remaining proceeds for working capital and general corporate purposes. In July 2012, we issued $1 billion of senior unsecured debt under a then current shelf registration statement, comprised of $500 million of 2.625% fixed-rate notes due in August 2022 and $500 million of 3.875% fixed-rate notes due in August 2042. Interest on these notes is payable semi-annually. We utilized the net proceeds of the 2014 debt issuance to finance the ASR agreements as discussed below. We utilized the net proceeds of the 2013 debt issuances for working capital and general corporate purposes. See Note 3 of the accompanying consolidated financial statements for further discussion of business acquisitions.

-64-


During 2014, we repaid our $250 million 7.38% senior unsecured notes that matured on January 15, 2014. During 2013, we made principal payments of $116 million related to capital lease obligations and repaid our $300 million 9.65% unsecured notes that matured in June 2012 using cash from operations.

During 2013, we repurchased 2.7The effect of exchange rate changes on cash during 2015 was driven by the overall strengthening of the U.S. dollar primarily against the Brazilian real, the British pound, the Japanese yen, the Canadian dollar and the Mexican peso.

The following table provides a summary of our common stock share repurchases for the periods ended May 31 (dollars in millions, except per share amounts):

   2015   2014 
   Total
Number of
Shares
Purchased
   Average
Price Paid
per Share
   Total
Purchase
Price
   Total
Number  of
Shares
Purchased
   Average
Price Paid
per Share
   Total
Purchase
Price
 

Common stock purchases

   8,142,410   $154.03   $1,254    36,845,590   $131.83   $4,857 

As of May 31, 2015, 12.2 million shares remained under our share repurchase authorizations. Our share repurchase activity in 2014 includes ASR agreements entered into with two banks to repurchase $2.0 billion of FedExour common stock at an average price of $91 per share for a total of $246 million. stock.

In March 2013,2015, our Board of Directors authorized the repurchase of up to 1015 million shares of common stock. It is expected that the additional share authorization will primarily be utilized to offset the effects of equity compensation dilution over the next several years. As of May 31, 2013, 10,188,000 shares remainedShares may be repurchased under existing sharethis program from time to time in the open market or in privately negotiated transactions. This is the only repurchase authorizations. During 2012, we repurchased 2.8  million FedEx common shares atprogram that currently exists, and it does not have an average price of $70 per share for a total of $197 million.expiration date.

- 69 -


CAPITAL RESOURCES

Our operations are capital intensive, characterized by significant investments in aircraft, vehicles, technology, facilities, and package-handling and sort equipment. The amount and timing of capital additions depend on various factors, including pre-existing contractual commitments, anticipated volume growth, domestic and international economic conditions, new or enhanced services, geographical expansion of services, availability of satisfactory financing and actions of regulatory authorities.

The following table compares capital expenditures by asset category and reportable segment for the years ended May 31 (in millions):

 

              Percent Change               Percent Change 
  2013   2012   2011   2013/2012 2012/2011   2015   2014   2013   2015/2014 2014/2013 

Aircraft and related equipment

  $1,190   $1,875   $1,988    (37  (6  $1,866   $1,327   $1,190    41   12 

Facilities and sort equipment

   727    638    555    14   15    1,224    819    727    49   13 

Vehicles

   734    723    282    2   156    601    784    734    (23  7 

Information and technology investments

   452    541    455    (16  19    348    403    452    (14  (11

Other equipment

   272    230    154    18   49    308    200    272    54   (26
  

 

   

 

   

 

      

 

   

 

   

 

    

Total capital expenditures

  $  3,375   $  4,007   $  3,434    (16  17   $  4,347   $  3,533   $  3,375    23   5 
  

 

   

 

   

 

      

 

   

 

   

 

    

FedEx Express segment

  $2,067   $2,689   $2,467    (23  9   $2,380   $1,994   $2,067    19   (4

FedEx Ground segment

   555    536    426    4   26    1,248    850    555    47   53 

FedEx Freight segment

   326    340    153    (4  122    337    325    326    4    

FedEx Services segment

   424    437    387    (3  13    381    363    424    5   (14

Other

   3    5    1    NM    NM     1    1    3    NM    NM  
  

 

   

 

   

 

      

 

   

 

   

 

    

Total capital expenditures

  $3,375   $4,007   $3,434    (16  17   $4,347   $3,533   $3,375    23   5 
  

 

   

 

   

 

      

 

   

 

   

 

    

Capital expenditures during 2013 were lower than the prior year primarily due to decreased spending for aircraft and related equipment at FedEx Express. Aircraft and aircraft-related equipment purchases at FedEx Express during 2013 included the delivery of 16 Boeing 757s (“B757”) to be modified for cargo transport and four B777Fs. Capital expenditures during 20122015 were higher than the prior year primarily due to increased spending for vehiclesaircraft at FedEx Express and increased spending for sort facility expansion at FedEx FreightGround. Aircraft and related equipment purchases at FedEx Express during 2015 included the delivery of 14 Boeing 767-300 Freighter (“B767F”) and 13 Boeing 757 (“B757”) aircraft, as well as the modification of certain aircraft before being placed into service. Capital expenditures during 2014 were higher than the prior year primarily due to increased spending for sort facility expansion and equipment at FedEx Ground although spending forand aircraft and related equipment at FedEx Express decreased.Express. Aircraft and aircraft-relatedrelated equipment purchasesexpenditures at FedEx Express during 20122014 included the delivery of seven B777Fs17 B757 aircraft, four B767F aircraft and 15 B757s.two Boeing 777 Freighter (“B777F”) aircraft, as well as the modification of certain aircraft before being placed into service.

LIQUIDITY OUTLOOK

We believe that our cash and cash equivalents, which totaled $4.9$3.8 billion in 2013,at May 31, 2015, cash flow from operations and available financing sources will be adequate to meet our liquidity needs, including working capital, capital expenditure requirements, and debt payment obligations.obligations and our announced intent to acquire TNT Express. Our cash and cash equivalents balance at May 31, 20132015 includes $420$478 million of cash in offshore jurisdictions associated with our permanent reinvestment strategy. We do not believe that the indefinite reinvestment of these funds offshore impairs our ability to meet our U.S. domestic debt or working capital obligations.

Our capital expenditures are expected to be approximately $4.6 billion in 2016. We anticipate that our cash flow from operations will be sufficient to fund our increased capital expenditures in 2016, which will include spending for network expansion at FedEx Ground and aircraft modernization and re-fleeting at FedEx Express. We expect approximately 45% of capital expenditures in 2016 to be designated for growth initiatives, predominantly at FedEx Ground, and 55% dedicated to maintaining our existing operations. Our expected capital expenditures for 2016 include $1.6 billion in investments for delivery of aircraft and progress payments toward future aircraft deliveries at FedEx Express.

 

-65-- 70 -


We have several aircraft modernization programs underway that are supported by the purchase of B777F, B767F and B757 aircraft. These aircraft are significantly more fuel-efficient per unit than the aircraft types previously utilized, and these expenditures are necessary to achieve significant long-term operating savings and to replace older aircraft. Our ability to delay the timing of these aircraft-related expenditures is limited without incurring significant costs to modify existing purchase agreements. During September 2014, FedEx Express entered into an agreement to purchase four additional B767F aircraft, the delivery of which will begin in 2017 and continue through 2019.

We have a shelf registration statement filed with the Securities and Exchange Commission (“SEC”) that allows us to sell, in one or more future offerings, any combination of our unsecured debt securities and common stock.

We plan to finance the aggregate consideration of the announced intent to acquire TNT Express by utilizing available cash on our balance sheet and through available financing sources.

A $1 billion revolving credit facility is available to finance our operations and other cash flow needs and to provide support for the issuance of commercial paper. In March 2013, we entered into an amendment to ourThe revolving credit agreement to, among other things, extend its maturity date from April 26, 2016 toexpires in March 1, 2018. The agreement contains a financial covenant, which requires us to maintain a leverage ratio of adjusted debt (long-term debt, including the current portion of such debt, plus six times our last four fiscal quarters’ rentals and landing fees) to capital (adjusted debt plus total common stockholders’ investment) that does not exceed 70%. Our leverage ratio of adjusted debt to capital was 51%61% at May 31, 2013.2015. We believe the leverage ratio covenant is ourthe only significant restrictive covenant in our revolving credit agreement. Our revolving credit agreement contains other customary covenants that do not, individually or in the aggregate, materially restrict the conduct of our business. We are in compliance with the leverage ratio covenant and all other covenants of our revolving credit agreement and do not expect the covenants to affect our operations, including our liquidity or expected funding needs. As of May 31, 2013,2015, no commercial paper was outstanding, and the entire $1 billion under the revolving credit facility was available for future borrowings.

For 2016, we anticipate making contributions totaling $660 million (approximately $500 million of which are required) to our U.S. Pension Plans. Our U.S. Pension Plans have ample funds to meet expected benefit payments.

On June 8, 2015, our Board of Directors declared a quarterly dividend of $0.25 per share of common stock, an increase of $0.05 per common share from the prior quarter’s dividend. The dividend was paid on July 2, 2015 to stockholders of record as of the close of business on June 18, 2015. Each quarterly dividend payment is subject to review and approval by our Board of Directors, and we evaluate our dividend payment amount on an annual basis at the end of each fiscal year.

Standard & Poor’s has assigned us a senior unsecured debt credit rating of BBB and a commercial paper rating of A-2 and a ratings outlook of “stable.” Moody’s Investors Service has assigned us a senior unsecured debt credit rating of Baa1 and a commercial paper rating of P-2 and a ratings outlook of “stable.“negative.” If our credit ratings drop, our interest expense may increase. If our commercial paper ratings drop below current levels, we may have difficulty utilizing the commercial paper market. If our senior unsecured debt credit ratings drop below investment grade, our access to financing may become limited.

Our capital expenditures are expected to be $4.0 billion in 2014. We anticipate that our cash flow from operations will be sufficient to fund our increased capital expenditures in 2014, which will include spending for aircraft and aircraft-related equipment at FedEx Express, sort facility expansion, primarily at FedEx Ground, and vehicle replacement at all our transportation segments. We expect approximately 50% of capital expenditures in 2014 will be designated for growth initiatives, predominantly at FedEx Ground and 50% dedicated to maintaining our existing operations. Our expected capital expenditures for 2014 include $1.4 billion in investments for delivery of aircraft, as well as progress payments toward future aircraft deliveries at FedEx Express. For 2014, we anticipate making required contributions totaling approximately $650 million to our U.S. Pension Plans. Our U.S. Pension Plans have ample funds to meet expected benefit payments.

We have several aircraft modernization programs underway which are supported by the purchase of B777F, Boeing 767-300 Freighter (“B767F”) and B757 aircraft. These aircraft are significantly more fuel-efficient per unit than the aircraft types previously utilized, and these expenditures are necessary to achieve significant long-term operating savings and to replace older aircraft. Our ability to delay the timing of these aircraft-related expenditures is limited without incurring significant costs to modify existing purchase agreements. During 2013, FedEx Express entered into an agreement to purchase 14 additional B757 aircraft, the delivery of which began in 2013 and will continue through 2014. The agreement provides the option to purchase up to 16 additional B757 aircraft, subject to the satisfaction of certain conditions. In addition, FedEx Express entered into agreements to purchase an additional 23 B767F aircraft, the delivery of which will occur between 2014 and 2019. The delivery of two firm B777F aircraft orders were also deferred from 2015 to 2016.

Effective as of June 14, 2013, FedEx Express entered into a supplemental agreement to purchase 13 of the 16 B757 option aircraft noted above. Delivery of the aircraft will occur during 2014 and 2015.

 

-66-- 71 -


CONTRACTUAL CASH OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

The following table sets forth a summary of our contractual cash obligations as of May 31, 2013.2015. Certain of these contractual obligations are reflected in our balance sheet, while others are disclosed as future obligations under accounting principles generally accepted in the United States. Except for the current portion of interest on long-term debt, this table does not include amounts already recorded in our balance sheet as current liabilities at May 31, 2013.2015. We have certain contingent liabilities that are not accrued in our balance sheet in accordance with accounting principles generally accepted in the United States. These contingent liabilities are not included in the table below. We have other long-term liabilities reflected in our balance sheet, including deferred income taxes, qualified and nonqualified pension and postretirement healthcare plan liabilities and other self-insurance accruals. TheUnless statutorily required, the payment obligations associated with these liabilities are not reflected in the table below due to the absence of scheduled maturities. Accordingly, this table is not meant to represent a forecast of our total cash expenditures for any of the periods presented.

 

  Payments Due by Fiscal Year (Undiscounted)
(in millions)
  Payments Due by Fiscal Year (Undiscounted)
(in millions)
 
  2014   2015   2016   2017   2018   Thereafter   Total  2016 2017 2018 2019 2020 Thereafter Total 

Operating activities:

                     

Operating leases

  $  1,936   $  1,834   $  1,636   $  1,689   $  1,230   $  6,650   $  14,975  $ 2,128   $2,241   $1,751   $1,511   $1,265   $7,489   $16,385 

Non-capital purchase obligations and other

   285    183    123    101    44    109    845   432    230    127    69    22    89    969 

Interest on long-term debt

   157    138    138    138    138    2,582    3,291   325    320    320    320    260    5,331    6,876 

Contributions to our U.S. Pension Plans

   650                        650   500    —      —      —      —      —      500 

Investing activities:

                     

Aircraft and aircraft-related capital commitments

   968    1,054    1,140    959    1,382    4,492    9,995   1,255    1,024    1,399    1,017    662    3,786    9,143 

Other capital purchase obligations

   249    1                    250   129    5    1    —      —      —      135 

Financing activities:

                     

Debt

   250                    2,740    2,990   —      —      —      750    400    6,090    7,240 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

  $4,495   $3,210   $3,037   $2,887   $2,794   $16,573   $32,996  $4,769   $ 3,820   $ 3,598   $ 3,667   $ 2,609   $ 22,785   $ 41,248 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Open purchase orders that are cancelable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above. Such purchase orders often represent authorizations to purchase rather than binding agreements. See Note 17 of the accompanying consolidated financial statements for more information.information on such purchase orders.

Operating Activities

In accordance with accounting principles generally accepted in the United States, future contractual payments under our operating leases (totaling $15$16 billion on an undiscounted basis) are not recorded in our balance sheet. Credit rating agencies routinely use information concerning minimum lease payments required for our operating leases to calculate our debt capacity. The amounts reflected in the table above for operating leases represent future minimum lease payments under noncancelable operating leases (principally aircraft and facilities) with an initial or remaining term in excess of one year at May 31, 2013.2015. Under the proposed new lease accounting rules, the majority of these leases will be required to be recognized on the balance sheet as a liability with an offsetting right-to-use asset. In the past, we financed a significant portion of our aircraft needs (and certain other equipment needs) using operating leases (a type of “off-balance sheet financing”). At the time that the decision to lease was made, we determined that these operating leases would provide economic benefits favorable to ownership with respect to market values, liquidity or after-tax cash flows.

The amounts reflected for purchase obligations represent noncancelable agreements to purchase goods or services that are not capital-related. Such contracts include those for printing and advertising and promotions contracts.

-67-


Included in the table above within the caption entitled “Non-capital purchase obligations and other” is our estimate of the current portion of the liability ($1 million) for uncertain tax positions. We cannot reasonably estimate the timing of the long-term payments or the amount by which the liability will increase or decrease over time; therefore, the long-term portion of the liability ($4635 million) is excluded from the table. See Note 12 of the accompanying consolidated financial statements for further information.

The amounts reflected

- 72 -


We had $472 million in the table above for interestdeposits and progress payments as of May 31, 2015 on long-term debt represent future interest payments due on our long-term debt, all of which are fixed rate.aircraft purchases and other planned aircraft-related transactions.

Investing Activities

The amounts reflected in the table above for capital purchase obligations represent noncancelable agreements to purchase capital-related equipment. Such contracts include those for certain purchases of aircraft, aircraft modifications, vehicles, facilities, computers and other equipment. 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.

Financing Activities

We have certain financial instruments representing potential commitments, not reflected in the table above, that were incurred in the normal course of business to support our operations, including standby letters of credit and surety bonds. These instruments are required under certain U.S. self-insurance programs and are also used in the normal course of international operations. The underlying liabilities insured by these instruments are reflected in our balance sheets, where applicable. Therefore, no additional liability is reflected for the letters of credit and surety bonds themselves.

The amounts reflected in the table above for long-term debt represent future scheduled payments on our long-term debt. In 2014,2016, we have no scheduled debt payments of $250 million.payments.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make significant judgments and estimates to develop amounts reflected and disclosed in the financial statements. In many cases, there are alternative policies or estimation techniques that could be used. We maintain a thorough process to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that are required to prepare the financial statements of a complex, global corporation. However, even under optimal circumstances, estimates routinely require adjustment based on changing circumstances and new or better information.

The estimates discussed below include the financial statement elements that are either the most judgmental or involve the selection or application of alternative accounting policies and are material to our financial statements. Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors and with our independent registered public accounting firm.

RETIREMENT PLANS

OVERVIEW. We sponsor programs that provide retirement benefits to most of our employees. These programs include defined benefit pension plans, defined contribution plans and postretirement healthcare plans.

Pension benefits for most employeesplans and are accrued under a cash balance formula we call the Portable Pension Account. Under the Portable Pension Account, the retirement benefit is expressed as a dollar amountdescribed in a notional account that grows with annual credits based on pay, age and years of credited service, and interest on the notional account balance. The Portable Pension Account benefit is payable as a lump sum or an annuity at retirement at the electionNote 13 of the employee. The plan interest credit rate varies from year to year based on a U.S. Treasury index and corporate bond rates. Prior to 2009, certain employees earned benefits using a traditional pension formula (based on average earnings and years of service). Benefits under this formula were capped on May 31, 2008 for most employees.

-68-


The currentaccompanying consolidated financial statements.The rules for pension accounting are complex and can produce tremendous volatility in our results, financial condition and liquidity. Our

As described in the consolidated results section of this MD&A, in 2015 we adopted MTM accounting for recognition of actuarial gains and losses on our defined benefit pension expense is primarilyand postretirement healthcare plans. Previously, we amortized actuarial gains or losses in excess of a functioncorridor amount over the average remaining service lives of our covered employees. Further, we used a calculated value method to determine the value of plan assets amortizing changes in the fair value of plan assets over a period no

- 73 -


longer than four years. Under our new MTM accounting methodology (as described in Note 1 of the accompanying consolidated financial statements), we will immediately recognize changes in the fair value of plan assets and actuarial gains or losses in our operating results annually in the discount rate usedfourth quarter each year. The remaining components of pension and postretirement healthcare expense, primarily service and interest costs and the expected return on plan assets, will continue to be recorded on a quarterly basis.

We elected to adopt MTM accounting for a number of reasons. Immediate recognition of gains and losses in the income statement is the preferred method of accounting for these plans as it aligns the income statement treatment with the treatment required to measure our pensionthe related assets and liabilities at a single point in time at the endbalance sheet. Furthermore, the accumulated actuarial losses relate primarily to the remeasurement of our fiscal year (the measurement date). Bothlegacy pension formula which has been frozen for the vast majority of these factors are significantly influenced by the stockemployees since 2008. Due to persistently low interest rates and bond markets, which in recent yearsdemographic assumption changes, those accumulated losses have experienced substantial volatility.become increasingly material and amortizing them into future periods would punitively burden future operations for legacy benefit costs.

In addition to expense volatility, weWe are required to record year-end adjustments to our balance sheetfinancial statements on an annual basis for the net funded status of our pension and postretirement healthcare plans. These adjustments have fluctuated significantly over the past several years and like our pension expense, are a result of the discount rate and value of our plan assets at the measurement date. The funded status of our plans also impacts our liquidity, as current funding laws require increasingly aggressive funding levels for our pension plans. However,liquidity; however, the cash funding rules operate under a completely different set of assumptions and standards than those used for financial reporting purposes, sopurposes. As a result, our actual cash funding requirements can differ materially from our reported funded status. Temporary funding relief was passed in July 2012 that will improve

The “Salaries and employee benefits” caption of our funded status for those purposes overconsolidated income statements includes expense associated with service and interest costs and the next several years.

expected return on plan assets. Our retirement plans costfourth quarter MTM adjustment is included in the “Salaries and Employee Benefits”“Retirement plans mark-to-market adjustment” caption in our consolidated income statements. A summary of our retirement plans costs over the past three years is as follows (in millions):

 

   2013          2012          2011 

U.S. domestic and international pension plans

  $679         $524         $543 

U.S. domestic and international defined contribution plans

   354          338          257 

U.S. domestic and international postretirement healthcare plans

   78          70          60 
  

 

 

         

 

 

         

 

 

 
  $  1,111         $      932         $      860 
  

 

 

         

 

 

         

 

 

 
   2015  2014  2013 

Defined benefit pension plans:

    

Segment level

  $191   $285   $355  

Corporate, eliminations and other

   (232  (186  (192
  

 

 

  

 

 

  

 

 

 

Total defined benefit pension plans

  $(41 $99   $163  

Defined contribution plans

   385    363    354  

Postretirement healthcare plans

   81    78    78  

Retirement plans mark-to-market adjustment

   2,190    15    (1,368
  

 

 

  

 

 

  

 

 

 
  $  2,615   $555   $(773
  

 

 

  

 

 

  

 

 

 

Total retirement plans cost increased $179 million in 2013 driven by lower discount rates used to measure our benefit obligations at our May 31, 2012 measurement date. Total retirement plans cost increased $72 million in 2012 primarily due to higher expenses for our 401(k) plans due to the full restoration of company matching contributions on January 1, 2011.

Amounts recognized in our balance sheet reflect a snapshotThe components of the statepre-tax mark-to-market losses (gains) are as follows, in millions:

   2015  2014  2013 

Discount rate changes

  $791  $705  $(1,076

Actual versus expected return on assets

   (35  (1,013  (696

Demographic assumption changes

   1,434   323   404 
  

 

 

  

 

 

  

 

 

 

Total mark-to-market loss (gain)

  $  2,190  $  15  $(1,368
  

 

 

  

 

 

  

 

 

 

2015

The implementation of our long-term pension liabilities atnew U.S. mortality tables in 2015 resulted in an increased participant life expectancy assumption, which increased the plan measurement date and the effectoverall projected benefit obligation by $1.2 billion. The weighted average discount rate for all of year-end accounting on plan assets. Cumulative unrecognized actuarial losses were $7.0 billion through May 31, 2013, compared to $8.9 billion through May 31, 2012. These unrecognized losses reflect changes in the discount rates and differences between expected and actual asset returns, which are being amortized over future periods. These unrecognized losses may be recovered in future periods through actuarial gains. However, unless they are below a corridor amount, these unrecognized actuarial losses are required to be amortized and recognized in future periods. Our pension expense includes amortization of these actuarial losses of $506 million in 2013, $302 million in 2012 and $276 million in 2011.

PENSION COST.The accounting forour pension and postretirement healthcare plans includes numerous assumptions, including the discountdeclined from 4.57% at May 31, 2014 to 4.38% at May 31, 2015.

2014

The actual rate and expected long-term investment returnsof return on plan assets. These assumptions most significantly impact our U.S. Pension Plans.Plan assets of 13.3% exceeded our expected return of 7.75% primarily due to a favorable investment environment for global equity markets. The weighted average discount rate for all of our pension and postretirement healthcare plans decreased from 4.76% at May 31, 2013 to 4.57% at May 31, 2014.

 

-69-- 74 -


2013

The weighted average discount rate for all of our pension and postretirement healthcare plans increased from 4.44% at May 31, 2012 to 4.76% at May 31, 2013. The actual rate of return on our U.S. Pension Plan assets of 12.1% exceeded our expected return of 8.0% primarily due to a favorable investment environment for global equity and credit markets.

Following is a discussion of the key estimates we consider in determining our pensionU.S. Pension Plans cost:

DISCOUNT RATE. This is the interest rate used to discount the estimated future benefit payments that have been accrued to date (the projected benefit obligation, or “PBO”) to their net present value and to determine the succeeding year’s ongoing pension expense.expense (prior to any year-end MTM adjustment). The discount rate is determined each year at the plan measurement date. A decrease in the discount rate increases pension expense. The discount rate affects the PBO and pension expense based on theat each measurement dates,date is as described below.follows:

 

Measurement

Date

      Discount Rate    

Amounts Determined by Measurement Date and

Discount Rate

5/31/20132015

     4.79%4.42%

5/31/2014

  2013 PBO and 2014 expense4.60    

5/31/2013

4.79    

5/31/2012

  4.442012 PBO and 2013 expense

5/31/2011

5.762011 PBO and 2012 expense

5/31/2010

6.372010 PBO and 2011 expense

We determine the discount rate with the assistance of actuaries, who calculate the yield on a theoretical portfolio of high-grade corporate bonds (rated Aa or better). In developing this theoretical portfolio, we select bonds that match cash flows to benefit payments, limit our concentration by industry and issuer, and apply screening criteria to ensure bonds with a call feature have a low probability of being called. To the extent scheduled bond proceeds exceed the estimated benefit payments in a given period, the calculation assumes those excess proceeds are reinvested at one-year forward rates.

The discount rate assumption is highly sensitive, as the following table illustrates forsensitive. For our largest pension plan:

   Sensitivity (in millions) 
   Effect on 2014
Pension
Expense
   Effect on 2013
Pension
Expense
 

One-basis-point change in discount rate

  $2.1   $2.3 

Atplan, at our May 31, 20132015 measurement date, a 50-basis-point increase in the discount rate would have decreased our 20132015 PBO by approximately $1.4$1.7 billion and a 50-basis-point decrease in the discount rate would have increased our 20132015 PBO by approximately $1.5$1.9 billion. From 2010 to 2013,With the adoption of MTM accounting, the impact of changes in the discount rate usedon pension expense are predominately isolated to value our liabilities has declined by over 150 basis points, which increasedfourth quarter mark-to-market adjustment. A one-basis-point change in the valuation ofdiscount rate for our liabilities by over $3.8 billion.largest pension plan would have a $37 million effect on the fourth quarter mark-to-market adjustment but only a net $100,000 impact on segment level pension expense.

PLAN ASSETS. The estimatedexpected average rate of return on plan assets is a long-term, forward-looking assumption that also materially affects our pension cost.assumption. It is required to be the expected future long-term rate of earnings on plan assets. Our pension plan assets are invested primarily in publicly tradeable securities, and our pension plans hold only a minimal investment in FedEx common stock that is entirely at the discretion of third-party pension fund investment managers. As part of our strategy to manage pension costs and funded status volatility, we have transitioned to a liability-driven investment strategy to better align plan assets with liabilities.

- 75 -


Establishing the expected future rate of investment return on our pension assets is a judgmental matter, which we review on an annual basis and revise as appropriate. Management considers the following factors in determining this assumption:

 

the duration of our pension plan liabilities, which drives the investment strategy we can employ with our pension plan assets;

 

the types of investment classes in which we invest our pension plan assets and the expected compound geometric return we can reasonably expect those investment classes to earn over time; and

 

the investment returns we can reasonably expect our investment management program to achieve in excess of the returns we could expect if investments were made strictly in indexed funds.

We haveFor consolidated pension expense, we assumed an 8.0%a 7.75% expected long-term rate of return on our U.S. Pension Plan assets for 2013, 2012in 2015 and 2011.2014 and 8% in 2013. The actual returns during each of the last three fiscal years have exceeded thatthose long-term assumption.assumptions. However, for 2016, we have lowered our expected return on plan assets assumption for long-term returns on plan assets to 6.5% as we continue to implement our asset and liability management strategy. In lowering this assumption we considered our historical returns, our current capital markets outlook and our investment strategy for our plan assets, including the impact of the duration of our plan liability. Our actual return on plan assets has contracted from 2014 as we have increased our asset allocation to lower yielding fixed income investments. At the segment level, we have set our EROA at 6.5% for all periods presented.

A one-basis-point change in our expected return on plan assets impacts our 2016 segment pension expense by $2.3 million. The actual historical annual return on our U.S. Pension Plan assets, calculated on a compound geometric basis, was 6.9%6.7%, net of investment manager fees and administrative expenses, for the 15-year period ended May 31, 20132015 and 7.4%7%, net of investment manager fees and administrative expenses, for the 15-year period ended May 31, 2012. For 2014, we2014. Any difference between actual plan to lower ourasset performance and the expected return on plan assets assumption for long-term returns on plan assets to 7.75% as we continue to refine our asset

-70-


and liability management strategy. In lowering this assumption we considered our historical returns, our investment strategy for our plan assets, including the impacts of the long duration of our plan liability and the relatively low annual draw on plan assets on that investment strategy. A one-basis-point changeis reflected in our expected return on plan assets impacts our pension expense by $1.9 million.

Pension expense is also affected by the accounting policy used to determine the value of plan assets at the measurement date. We use a calculated-value method to determine the value of plan assets, which helps mitigate short-term volatility in market performance (both increases and decreases) by amortizing certain actuarial gains or losses over a period no longer than four years. Another method used in practice applies the market value of plan assets at the measurement date. For purposes of valuing plan assets for determining 2014 pension expense, the calculated value method resulted in the same value as the market value.year-end MTM adjustment each fiscal year.

FUNDED STATUS.Following is information concerning the funded status of our pension plans as of May 31 (in millions):

 

    2013  2012 

Funded Status of Plans:

   

Projected benefit obligation (PBO)

  $22,600  $22,187 

Fair value of plan assets

   19,433   17,334 
  

 

 

  

 

 

 

Funded status of the plans

  $(3,167 $(4,853
  

 

 

  

 

 

 

Cash Amounts:

   

Cash contributions during the year

  $615  $780 

Benefit payments during the year

  $589  $502 

Our retirement plans costs are expected to decrease approximately $190 million in 2014 due to significant increases in the value of our plan assets in 2013 and an increase in our discount rates at our May 31, 2013 measurement date.

           2015                  2014         

Funded Status of Plans:

   

Projected benefit obligation (PBO)

  $27,512   $24,578  

Fair value of plan assets

   23,505    21,907  
  

 

 

  

 

 

 

Funded status of the plans

  $(4,007 $(2,671
  

 

 

  

 

 

 

Cash Amounts:

   

Cash contributions during the year

  $746   $727  

Benefit payments during the year

  $815   $801  

FUNDING.FUNDING. The funding requirements for our U.S. Pension Plans are governed by the Pension Protection Act of 2006, which has aggressive funding requirements in order to avoid benefit payment restrictions that become effective if the funded status determined under IRS rules falls below 80% at the beginning of a plan year. All of our U.S. Pension Plans have funded status levels in excess of 80% and our plans remain adequately funded to provide benefits to our employees as they come due. Additionally, current benefit payments are nominal compared to our total plan assets (benefit payments for our U.S. Pension Plans for 20132015 were approximately $572$744 million or 3%3.2% of plan assets).

During 2013,2015, we made $560$388 million in required contributions to our U.S. Pension Plans. Over the past several years, we have made voluntary contributions to our U.S. Pension Plans in excess of the minimum required contributions. Amounts contributed in excess of the minimum required can result in a credit balance for funding purposes that can be used to reduce minimum contribution requirements in future years. Our current credit balance exceeds $2$2.8 billion at May 31, 2013.2015. For 2014,2016, we anticipate making required contributions to our U.S. Pension Plans totaling approximately $650 million.$660 million (approximately $500 million of which are required).

- 76 -


See Note 13 of the accompanying consolidated financial statements for further information about our retirement plans.

SELF-INSURANCE ACCRUALS

We are self-insured up to certain limits for costs associated with workers’ compensation claims, vehicle accidents and general business liabilities, and benefits paid under employee healthcare and long-term disability programs. Our reserves are established for estimates of loss on reported claims, including incurred-but-not-reported claims.

-71-


Self-insurance accruals reflected in our balance sheet were $1.7$2.0 billion at May 31, 2013,2015 and $1.6$1.8 billion at May 31, 2012.2014. Approximately 41% of these accruals were classified as current liabilities.

Our self-insurance accruals are primarily based on the actuarially estimated, undiscounted cost of claims incurred as of the balance sheet date. These estimates include consideration of factors such as severity of claims, frequency and volume of claims, healthcare inflation, seasonality and future healthcare costs.plan designs. Cost trends on material accruals are updated each quarter. We self-insure up to certain limits that vary by operating company and type of risk. Periodically, we evaluate the level of insurance coverage and adjust insurance levels based on risk tolerance and premium expense. Historically, it has been infrequent that incurred claims exceeded our self-insured limits.

We believe the use of actuarial methods to account for these liabilities provides a consistent and effective way to measure these highly judgmental accruals. However, the use of any estimation technique in this area is inherently sensitive given the magnitude of claims involved and the length of time until the ultimate cost is known. We believe our recorded obligations for these expenses are consistently measured on a conservative basis. Nevertheless, changes in healthcare costs, accident frequency and severity, insurance retention levels and other factors can materially affect the estimates for these liabilities.

LONG-LIVED ASSETS

PROPERTYUSEFUL LIVES AND EQUIPMENTSALVAGE VALUES. Our key businesses arebusiness is capital intensive, with approximately 55%56% of our total assets invested in our transportation and information systems infrastructures. We capitalize only those costs that meet the definition of capital assets under accounting standards. Accordingly, repair and maintenance costs that do not extend the useful life of an asset or are not part of the cost of acquiring the asset are expensed as incurred.

The depreciation or amortization of our capital assets over their estimated useful lives, and the determination of any salvage values, requires management to make judgments about future events. Because we utilize many of our capital assets over relatively long periods (the majority of aircraft costs are depreciated over 15 to 30 years), we periodically evaluate whether adjustments to our estimated service lives or salvage values are necessary to ensure these estimates properly match the economic use of the asset. This evaluation may result in changes in the estimated lives and residual values used to depreciate our aircraft and other equipment. For our aircraft, we typically assign no residual value due to the utilization of these assets in cargo configuration, which results in little to no value at the end of their useful life. These estimates affect the amount of depreciation expense recognized in a period and, ultimately, the gain or loss on the disposal of the asset. Changes in the estimated lives of assets will result in an increase or decrease in the amount of depreciation recognized in future periods and could have a material impact on our results of operations.operations (as described below). Historically, gains and losses on disposals of operating equipment have not been material. However, such amounts may differ materially in the future due to changes in business levels, technological obsolescence, accident frequency, regulatory changes and other factors beyond our control.

In May 2013, FedEx Express made the decision to accelerate the retirement of 76 aircraft and related engines to aid in our fleet modernization and improve our global network. In May 2012, we shortened the depreciable lives for 54 aircraft and related engines to accelerate the retirement of these aircraft, resulting in a depreciation expense increase of $69 million in 2013. As a result of these accelerated retirements, we expectincurred an additional $74 million in year-over-year accelerated depreciation expense in 2014.

- 77 -


IMPAIRMENT. The FedEx Express global air and ground network includes a fleet of 647 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.

Because of the lengthy lead times for aircraft manufacture and modifications, we must anticipate volume levels and plan our fleet requirements years in advance, and make commitments for aircraft based on those projections. Furthermore, the timing and availability of certain used aircraft types (particularly those with better fuel efficiency) may create limited opportunities to acquire these aircraft at favorable prices in advance of our capacity needs. These activities create risks that asset capacity may exceed demand and that an impairment of our assets may occur.demand. Aircraft purchases (primarily aircraft in passenger configuration) that have not been placed in service totaled $129$102 million at May 31, 20132015 and $127$82 million at May 31, 2012.2014. We plan to modify these assets in the future and place them into operations.

-72-


The accounting test for whether an asset held for use is impaired involves first comparing the carrying value of the asset with its estimated future undiscounted cash flows. If the cash flows do not exceed the carrying value, the asset must be adjusted to its current fair value. We operate integrated transportation networks and, accordingly, cash flows for most of our operating assets are assessed at a network level, not at an individual asset level for our analysis of impairment. Further, decisions about capital investments are evaluated based on the impact to the overall network rather than the return on an individual asset. We make decisions to remove certain long-lived assets from service based on projections of reduced capacity needs or lower operating costs of newer aircraft types, and those decisions may result in an impairment charge. Assets held for disposal must be adjusted to their estimated fair values less costs to sell when the decision is made to dispose of the asset and certain other criteria are met. The fair value determinations for such aircraft may require management estimates, as there may not be active markets for some of these aircraft. Such estimates are subject to revision from period to period.

In the normal management of our aircraft fleet, we routinely idle aircraft and engines temporarily due to maintenance cycles and adjustments of our network capacity to match seasonality and overall customer demand levels. Temporarily idled assets are classified as available-for-use, and we continue to record depreciation expense associated with these assets. These temporarily idled assets are assessed for impairment on a quarterly basis. Factors which could cause impairmentThe criteria for determining whether an asset has been permanently removed from service (and, as a result, impaired) include, but are not limited to, adverse changes in our global economic outlook and the impact of our outlook on our current and projected volume levels, including lower capacity needs during our peak shipping seasons; the introduction of new fleet types or decisions to permanently retire an aircraft fleet from operations; orand changes to planned service expansion activities. We currently haveAt May 31, 2015, we had one aircraft temporarily idled. This aircraft has been idled for 15approximately two months and is expected to return to revenue service.

In Maythe fourth quarter of 2015, we retired from service seven Boeing MD11 aircraft and 12 related engines, four Airbus A310-300 aircraft and three related engines, three Airbus A300-600 aircraft and three related engines and one Boeing MD10-10 aircraft and three related engines, and related parts. We also adjusted the retirement schedule of an additional 23 aircraft and 57 engines. As a consequence, impairment and related charges of $276 million ($175 million, net of tax, or $0.61 per diluted share), of which $246 million was noncash, were recorded in the fourth quarter. The decision to permanently retire these aircraft and engines aligns with FedEx Express’s plans to rationalize capacity and modernize its aircraft fleet to more effectively serve its customers. These combined retirement changes will not have a material impact on our near-term depreciation expense.

In 2013, we made the decision to retireretired from service two Airbus A310-200 aircraft and four related engines, three Airbus A310-300 aircraft and two related engines and five Boeing MD10-10 aircraft and 15 related engines, to align with the plans of FedEx Express to modernize its aircraft fleet and improve its global network. As a consequence of this decision, a noncash impairment charge of $100 million ($63 million, net of tax, or $0.20 per diluted share) was recorded in the fourth quarter.2013. All of these aircraft were temporarily idled and not in revenue service.

In 2012, we incurred a noncash impairment charge of $134 million ($84 million, net of tax, or $0.26 per diluted share). This charge related to our May 2012 decision to permanently retire 24 aircraft and 43 related engines to better align the U.S. domestic air network capacity of FedEx Express to match current and anticipated shipment volumes. The majority of these aircraft were temporarily idled and not in revenue service.

- 78 -


LEASES. We utilize operating leases to finance certain of our aircraft, facilities and equipment. Such arrangements typically shift the risk of loss on the residual value of the assets at the end of the lease period to the lessor. As disclosed in “Contractual Cash Obligations” and Note 7 of the accompanying consolidated financial statements, at May 31, 20132015 we had approximately $15$16 billion (on an undiscounted basis) of future commitments for payments under operating leases. The weighted-average remaining lease term of all operating leases outstanding at May 31, 20132015 was approximately six years. The future commitments for operating leases are not reflected as a liability in our balance sheet under current U.S. accounting rules.

The determination of whether a lease is accounted for as a capital lease or an operating lease requires management to make estimates primarily about the fair value of the asset and its estimated economic useful life. In addition, our evaluation includes ensuring we properly account for build-to-suit lease arrangements and making judgments about whether various forms of lessee involvement during the construction period make the lessee an agent for the owner-lessor or, in substance, the owner of the asset during the construction period. We believe we have well-defined and controlled processes for making these evaluations, including obtaining third-party appraisals for material transactions to assist us in making these evaluations.

Under a proposed revision to the accounting standards for leases, we would be required to record an asset and a liability for our outstanding operating leases similar to the current accounting for capital leases. Notably, the amount we record in the future would be the net present value of our future lease commitments at the date of adoption. This proposed guidance has not been issued and has been subjected to numerous revisions, since the proposal was issued, most recently in May 2013. While we are not required to quantify the effects of the proposed rule changes until these rulesthey are finalized, we believe that a majority of theour operating lease

-73-


obligations reflected in the contractual cash obligations table would be required to be reflected in our balance sheet were the proposed rules to be adopted. Furthermore, our existing financing agreements and the rating agencies that evaluate our creditworthiness already take our operating leases into account.

GOODWILL. As of May 31, 2013,2015, we had $2.8$3.8 billion of recorded goodwill from our business acquisitions, representing the excess of the purchase price over the fair value of the net assets we have acquired. During 2015 we recorded $1.1 billion in additional goodwill associated with our GENCO and Bongo acquisitions. Several factors give rise to goodwill in our acquisitions, such as the expected benefit from synergies of the combination and the existing workforce of the acquired entity.business.

In our evaluation of goodwill impairment, we perform a qualitative assessment whichthat requires management judgment and the use of estimates to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive, we proceed to a two-step process to test goodwill for impairment, including comparing the fair value of eachthe reporting unit withto its carrying value (including attributable goodwill). Fair value is estimated using standard valuation methodologies (principally the income or market approach) incorporating market participant considerations and management’s assumptions on revenue growth rates, operating margins, discount rates and expected capital expenditures. Estimates used by management can significantly affect the outcome of the impairment test. Changes in forecasted operating results and other assumptions could materially affect these estimates. We perform our annual impairment tests in the fourth quarter unless circumstances indicate the need to accelerate the timing of the tests.

Our reporting units with significant recorded goodwill include our FedEx Express, FedEx Ground, FedEx Freight, and FedEx Office (reported in the FedEx Services segment) reporting units.and GENCO (reported in the FedEx Ground segment). We evaluated these reporting units during the fourth quarters of 20132015 and 2012.2014. The estimated fair value of each of these reporting units exceeded their carrying values in 20132015 and 2012,2014, and we do not believe that any of these reporting units were at risk as of May 31, 2013.2015.

CONTINGENCIES

We are subject to various loss contingencies, including tax proceedings and litigation, in connection with our operations. Contingent liabilities are difficult to measure, as their measurement is subject to multiple factors that are not easily predicted or projected. Further, additional complexity in measuring these liabilities arises due to the various jurisdictions in which these matters occur, which makes our ability to predict their outcome highly uncertain. Moreover, different accounting rules must be employed to account for

- 79 -


these items based on the nature of the contingency. Accordingly, significant management judgment is required to assess these matters and to make determinations about the measurement of a liability, if any. Our material pending loss contingencies are described in Note 18 of the accompanying consolidated financial statements. In the opinion of management, the aggregate liability, if any, of individual matters or groups of matters not specifically described in Note 18 is not expected to be material to our financial position, results of operations or cash flows. The following describes our methods and associated processes for evaluating these matters.

TAX CONTINGENCIES. We are subject to income and operating tax rules of the U.S., its states and municipalities, and of the foreign jurisdictions in which we operate. Significant judgment is required in determining income tax provisions, as well as deferred tax asset and liability balances and related deferred tax valuation allowances, if necessary, due to the complexity of these rules and their interaction with one another. We account for income taxes by recording both current taxes payable and deferred tax assets and liabilities. Our provision for income taxes is based on domestic and international statutory income tax rates in the jurisdictions in which we operate, applied to taxable income, reduced by applicable tax credits.

Tax contingencies arise from uncertainty in the application of tax rules throughout the many jurisdictions in which we operate and are impacted by several factors, including tax audits, appeals, litigation, changes in tax laws and other rules and their interpretations, and changes in our business. We regularly assess the potential impact of these factors for the current and prior years to determine the adequacy of our tax provisions. We continually evaluate the likelihood and amount of potential adjustments and adjust our tax positions, including the current and deferred tax liabilities, in the period in which the facts that give rise to a revision become known. In addition, management considers the advice of third parties in making conclusions regarding tax consequences.

-74-


We recognize liabilities for uncertain income tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as we must determine the probability of various possible outcomes. We reevaluate these uncertain tax positions on a quarterly basis or when new information becomes available to management. These reevaluations are based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, successfully settled issues under audit and new audit activity. Such a change in recognition or measurement could result in the recognition of a tax benefit or an increase to the related provision.

We classify interest related to income tax liabilities as interest expense, and if applicable, penalties are recognized as a component of income tax expense. The income tax liabilities and accrued interest and penalties that are due within one year of the balance sheet date are presented as current liabilities. The remaining portion of our income tax liabilities and accrued interest and penalties are presented as noncurrent liabilities because payment of cash is not anticipated within one year of the balance sheet date. These noncurrent income tax liabilities are recorded in the caption “Other liabilities” in the accompanying consolidated balance sheets.

We account for operating taxes based on multi-state, local and foreign taxing jurisdiction rules in those areas in which we operate. Provisions for operating taxes are estimated based upon these rules, asset acquisitions and disposals, historical spend and other variables. These provisions are consistently evaluated for reasonableness against compliance and risk factors.

We measure and record operating tax contingency accruals in accordance with accounting guidance for contingencies. As discussed below, this guidance requires an accrual of estimated loss from a contingency, such as a tax or other legal proceeding or claim, when it is probable that a loss will be incurred and the amount of the loss can be reasonably estimated.

- 80 -


OTHER CONTINGENCIES. Because of the complex environment in which we operate, we are subject to other legal proceedings and claims, including those relating to general commercial matters, governmental enforcement actions, employment-related claims and FedEx Ground’s owner-operators. Accounting guidance for contingencies requires an accrual of estimated loss from a contingency, such as a tax or other legal proceeding or claim, when it is probable (i.e., the future event or events are likely to occur) that a loss has been incurred and the amount of the loss can be reasonably estimated. This guidance also requires disclosure of a loss contingency matter when, in management’s judgment, a material loss is reasonably possible or probable.

During the preparation of our financial statements, we evaluate our contingencies to determine whether it is probable, reasonably possible or remote that a liability has been incurred. A loss is recognized for all contingencies deemed probable and estimable, regardless of amount. For unresolved contingencies with potentially material exposure that are deemed reasonably possible, we evaluate whether a potential loss or range of loss can be reasonably estimated.

Our evaluation of these matters is the result of a comprehensive process designed to ensure that accounting recognition of a loss or disclosure of these contingencies is made in a timely manner and involves our legal and accounting personnel, as well as external counsel where applicable. The process includes regular communications during each quarter and scheduled meetings shortly before the completion of our financial statements to evaluate any new legal proceedings and the status of any existing matters.

-75-


In determining whether a loss should be accrued or a loss contingency disclosed, we evaluate, among other factors:

 

the current status of each matter within the scope and context of the entire lawsuit or proceeding (i.e., the lengthy and complex nature of class-action matters);

 

the procedural status of each lawsuit;matter;

 

any opportunities to dispose of thea lawsuit on its merits before trial (i.e., motion to dismiss or for summary judgment);

 

the amount of time remaining before thea trial date;

 

the status of discovery;

 

the status of settlement, arbitration or mediation proceedings, and;proceedings; and

 

our judgment regarding the likelihood of success prior to or at trial.

In reaching our conclusions with respect to accrual of a loss or loss contingency disclosure, we take a holistic view of each matter based on these factors and the information available prior to the issuance of our financial statements. Uncertainty with respect to an individual factor or combination of these factors may impact our decisions related to accrual or disclosure of a loss contingency, including a conclusion that we are unable to establish an estimate of possible loss or a meaningful range of possible loss. We update our disclosures to reflect our most current understanding of the contingencies at the time we issue our financial statements. However, events may arise that were not anticipated and the outcome of a contingency may result in a loss to us that differs materially from our previously estimated liability or range of possible loss.

Despite the inherent complexity in the accounting and disclosure of contingencies, we believe that our processes are robust and thorough and provide a consistent framework for management in evaluating the potential outcome of contingencies for proper accounting recognition and disclosure.

RISK FACTORS

Our financial and operating results are subject to many risks and uncertainties, as described below.

We are directly affected by the state of the economy. While macro-economic risks apply to most companies, we are particularly vulnerable. The transportation industry is highly cyclical and especially susceptible to trends in economic activity. Our primary business is to transport goods, so our business levels are directly tied to the purchase and production of goods — key macro-economic measurements. When individuals and companies purchase and produce fewer goods, we transport fewer goods, and as companies

- 81 -


expand the number of distribution centers and move manufacturing closer to consumer markets, we transport goods shorter distances. In addition, we have a relatively high fixed-cost structure, which is difficult to quickly adjust to match shifting volume levels. Moreover, as we continue to grow our international business, we are increasingly affected by the health of the global economy, the rate of growth of global trade and the typically more volatile economies of emerging markets. In 2013, slower than expected economic growth resulted in2015, we saw a continued customer preference for slower, less costly shipping services, which had a negative impact on our profitability.services.

Our businesses depend on our strong reputation and the value of the FedEx brand. The FedEx brand name symbolizes high-quality service, reliability and speed. FedEx is one of the most widely recognized, trusted and respected brands in the world, and the FedEx brand is one of our most important and valuable assets. In addition, we have a strong reputation among customers and the general public for high standards of social and environmental responsibility and corporate governance and ethics. The FedEx brand name and our corporate reputation are powerful sales and marketing tools, and we devote significant resources to promoting and protecting them. Adverse publicity (whether or not justified) relating to activities by our employees, contractors or agents, such as customer service mishaps or noncompliance with anti-corruption laws, could tarnish our reputation and reduce the value of our brand. With the increase in the use of social media outlets such as YouTube and Twitter, adverse publicity can be disseminated quickly and broadly, making it increasingly difficult for us to defend against. Damage to our reputation and loss of brand equity could reduce demand for our services and thus have an adverse effect on our financial condition, liquidity and results of operations, as well as require additional resources to rebuild our reputation and restore the value of our brand.

-76-


We rely heavily on information and technology to operate our transportation and business networks, and any cybersecurity incident or other disruption to our technology infrastructure could result in the loss of critical confidential information or the Internet could harm our operations andadversely impact our reputation, among customers.business or results of operations.Our ability to attract and retain customers and to compete effectively depends in part upon the sophistication and reliability of our technology network, including our ability to provide features of service that are important to our customers and to protect our confidential business information and the information provided by our customers. ExternalWe are subject to risks imposed by cybersecurity incidents, which can range from uncoordinated individual attempts to gain unauthorized access to our information technology systems, to sophisticated and internaltargeted measures directed at us and our systems, customers or service providers. Additionally, risks such as malware, code anomalies, “Acts of God,” attempts to penetrate our networks, transitional challenges in migrating operating company functionality to our FedEx enterprise automation platform, data leakage and human error pose a direct threat to our products, services and data.

Any disruption to the Internet or our complex, global technology infrastructure, including those impacting our computer systems andfedex.com, could result in the loss of confidential business or customer Web sites, couldinformation, adversely impact our customer service, volumes and revenues and resultor could lead to litigation or investigations, resulting in increasedsignificant costs. These types of adverse impacts could also occur in the event the confidentiality, integrity or availability of company and customer information was compromised due to a data loss by FedEx or a trusted third party. While we have invested and continue to invest in technology security initiatives, information technology risk management and disaster recovery plans, these measures cannot fully insulate us from cybersecurity incidents, technology disruptions or data loss, which could adversely impact our competitiveness and results of operations. Additionally, the resulting adverse effect on our operationscost and financial results.operational consequences of implementing further data or system protection measures could be significant.

Our transportation businesses are impacted by the price and availability of fuel. We must purchase large quantities of fuel to operate our aircraft and vehicles, and the price and availability of fuel can be unpredictable and beyond our control. To date, we have been mostly successful in mitigating over time the expense impact of higher fuel costs through our indexed fuel surcharges, as the amount of the surcharges is closely linked to the market prices for fuel. If we are unable to maintain or increase our fuel surcharges because of competitive pricing pressures or some other reason, fuel costs could adversely impact our operating results. Additionally, if fuel prices rise sharply, even if we increase our fuel surcharge, we could experience a lag time in implementing the surcharge, which could adversely affect our short-term operating results. Even if we are able to offset the cost of fuel with our surcharges, high fuel surcharges could move our customers away from our higher-yielding express services to our lower-yielding deferred or ground

- 82 -


services or even reduce customer demand for our services altogether. In addition, disruptions in the supply of fuel could have a negative impact on our ability to operate our transportation networks.

Our businesses are capital intensive, and we must make capital decisions based upon projected volume levels. We make significant investments in aircraft, vehicles, technology, package handling facilities, sort equipment, copy equipment and other assets to support our transportation and business networks. We also make significant investments to rebrand, integrate and grow the companies that we acquire. The amount and timing of capital investments depend on various factors, including our anticipated volume growth. We must make commitments to purchase or modify aircraft years before the aircraft are actually needed. We must predict volume levels and fleet requirements and make commitments for aircraft based on those projections. Missing our projections could result in too much or too little capacity relative to our shipping volumes. Overcapacity could lead to asset dispositions or write-downs and undercapacity could negatively impact service levels. For example, in the fourth quarter of 2013, we made a decision to retire from service certain aircraft and excess aircraft engines and thus recorded a noncash impairment charge of $100 million.

We face intense competition.The transportation and business services markets are both highly competitive and sensitive to price and service, especially in periods of little or no macro-economic growth. Some of our competitors have more financial resources than we do, or they are controlled or subsidized by foreign governments, which enables them to raise capital more easily. We also compete with regional transportation providers that operate smaller and less capital-intensive transportation networks. In addition, some high volume package shippers are developing in-house ground delivery capabilities, which would in turn reduce our revenues and market share. We believe we compete effectively with these companies — for example, by providing more reliable service at compensatory prices. However, an irrational pricing environment can limit our ability not only to maintain or increase our prices (including our fuel surcharges in response to rising fuel costs), but also to maintain or grow our market share. In addition, high volume package shippers could develop in-house ground delivery capabilities, which would in turn reduce our revenues and market share. While we believe we compete effectively through our current service offerings, if our current competitors or potential future competitors offer a broader range of services or more effectively bundle their services or our current customers become competitors, it could impede our ability to maintain or grow our market share.

-77-


If we do not successfully execute or effectively operate, integrate, leverage and grow acquired businesses, our financial results and reputation may suffer. Our strategy for long-term growth, productivity and profitability depends in part on our ability to make prudent strategic acquisitions and to realize the benefits we expect when we make those acquisitions. In furtherance of this strategy, over the past several years, we have acquired businesses in 2013,Europe, Latin America, Africa and the United States. Additionally, in April 2015, we made strategic acquisitions in Poland, France and Brazil. entered into a conditional agreement to acquire TNT Express.

While we expect to successfully execute the TNT Express acquisition, we may not be able to complete the transaction on favorable terms, on a timely basis or at all. Additionally, while we anticipate that our past and future acquisitions towill enhance our value proposition to customers and improve our long-term profitability, there can be no assurance that we will realize our expectations within the time frame we have established, if at all, or that we can continue to support the value we allocate to these acquired businesses, including their goodwill or other intangible assets.

Labor organizations attempt to organize groups of our employees from time to time, and potential changes in labor laws could make it easier for them to do so. If we are unable to continue to maintain good relationships with our employees and prevent labor organizations from organizing groups of our employees, our operating costs could significantly increase and our operational flexibility could be significantly reduced. Despite continual organizing attempts by labor unions, other than the pilots of FedEx Express all ofand drivers at four FedEx Freight facilities, our U.S. employees have thus far chosen not to unionize. unionize (we acquired GENCO in January 2015, which already had a small number of employees that are members of unions).

The U.S. Congress has, in the past, considered adopting changes in labor laws, however, that would make it easier for unions to organize units of our employees. For example, there is always a possibility that Congress could remove most FedEx Express employees from the purview of the Railway Labor Act of 1926, as amended (the “RLA”(“RLA”). For additional discussion of the RLA, see Part I, Item 1 of this Annual Report onForm 10-K under the caption “Regulation.” Such legislation could expose our customers to the type of service disruptions that the RLA was designed to prevent — local work stoppages in key areas that interrupt the timely flow of shipments of time-sensitive,

- 83 -


high-value goods throughout our global network. Such disruptions could threaten our ability to provide competitively priced shipping options and ready access to global markets.

There is also the possibility that Congress could pass other labor legislation that could adversely affect our companies, such as FedEx Ground and FedEx Freight, whose employees are governed by the National Labor Relations Act of 1935, as amended (the “NLRA”(“NLRA”). In addition, federal and state governmental agencies, such as the National Labor Relations Board, have and may continue to take actions that could make it easier for our employees to organize under the RLA or NLRA. Finally, changes to federal or state laws governing employee classification could impact the status of FedEx Ground’s owner-operators as independent contractors. If FedEx Ground is compelled to convert its independent contractors to employees, labor organizations could more easily organize these individuals, our operating costs could increase materially and we could incur significant capital outlays.

FedEx Ground relies on owner-operators to conduct its linehaul and pickup-and-delivery operations, and the status of these owner-operators as independent contractors, rather than employees, is being challenged. FedEx Ground’s use of independent contractors is well suited to the needs of the ground delivery business and its customers, as evidenced by the strong growth of this business segment. We are involved in numerous lawsuits and state tax and other administrative proceedings that claim that the company’s owner-operators or their drivers should be treated as our employees, rather than independent contractors. We incur certain costs, including legal fees, in defending the status of FedEx Ground’s owner-operators as independent contractors.

We believe that FedEx Ground’s owner-operators are properly classified as independent contractors and that FedEx Ground is not an employer of the drivers of the company’s independent contractors. However, adverse determinations in these matters could, among other things, entitle certain of our owner-operators and their drivers to the reimbursement of certain expenses and to the benefit of wage-and-hour laws and result in employment and withholding tax and benefit liability for FedEx Ground, and could result in changes to the independent contractor status of FedEx Ground’s owner-operators. Changes to state laws governing the definition of independent contractors could also impact the status of FedEx Ground’s owner-operators. If FedEx Ground is compelled to convert its independent contractors to employees, labor organizations could more easily organize these individuals, our operating costs could increase materially and we could incur significant capital outlays.

FailureWe may not be able to execute onachieve our business realignment program will cause our future financial results to suffer.profit improvement goal by the end of 2016.In 2013, we announced profit improvement programs primarily through initiatives at FedEx Express and FedEx Services that include cost reductions, modernization of our aircraft fleet, transformation of the U.S. domestic operations and international profit improvements at FedEx Express, and improved efficiencies and lower costs of information technology at FedEx Services. To this end, duringsince 2013, we conductedhave retired from service 25 aircraft and 42 related engines, and we have adjusted the retirement schedule of numerous aircraft and engines, in an effort to rationalize capacity and modernize our aircraft fleet. Additionally, during 2014, we completed a voluntary buyout program to offer voluntaryoffering cash buyouts to eligible U.S.-based employees in certain staff functions. Additionally, we announced in May 2013 our decision to retire from service 10 aircraft and related engines, as well as to shorten the depreciable lives of an additional 76 aircraft and related engines, in an effort to modernize our aircraft fleet and improve our global network.employees. We will continue to work towards the planour goal of annual profitability improvement at FedEx Express of $1.6 billion by the end of 2016, but if2016. Our ability to achieve this objective is dependent on a number of factors, including the health of the global economy and future customer demand, particularly for our priority services. In light of these factors, we aremay not be able to reach this goal in the face of challenging economic conditions,achieve our future financial results may suffer.goal.

-78-


The transportation infrastructure continues to be a target of terrorist activities. Because transportation assets continue to be a target of terrorist activities, governments around the world are adopting or are considering adopting stricter security requirements that will increase operating costs and potentially slow service for businesses, including those in the transportation industry. For example, the U.S. Transportation Security Administration continues to requirerequires FedEx Express to comply with a Full All-Cargo Aircraft Operator Standard Security Plan, which contains evolving and strict security requirements. These requirements are not static, but change periodically as the result of regulatory and legislative requirements, imposing additional security costs and creating a level of uncertainty for our operations. Thus, it is reasonably possible that these rules or other future security requirements could impose material costs on us.us or slow our service to our customers. Moreover, a terrorist attack directed at FedEx or other aspects of the transportation infrastructure could disrupt our operations and adversely impact demand for our services.

- 84 -


The regulatory environment for global aviation or other transportation rights may impact our operations. Our extensive air network is critical to our success. Our right to serve foreign points is subject to the approval of the Department of Transportation and generally requires a bilateral agreement between the United States and foreign governments. In addition, we must obtain the permission of foreign governments to provide specific flights and services. Our operations outside of the United States, such as FedEx Express’s growing international domestic operations, are also subject to current and potential regulations, including certain postal regulations and licensing requirements, that restrict, make difficult and sometimes prohibit, the ability of foreign-owned companies such as FedEx Express to compete effectively in parts of the international domestic transportation and logistics market. Regulatory actions affecting global aviation or transportation rights or a failure to obtain or maintain aviation or other transportation rights in important international markets could impair our ability to operate our networks.

We may be affected by global climate change or by legal, regulatory or market responses to such change. Concern over climate change, including the impact of global warming, has led to significant U.S. and international legislative and regulatory efforts to limit greenhouse gas (“GHG”) emissions, including our aircraft and diesel engine emissions. For example, duringin 2015, the U.S. Environmental Protection Agency (the “EPA”) issued a proposed finding on GHG emissions from aircraft and its relationships to air pollution. The final finding is a regulatory prerequisite to the EPA’s adoption of a new certification standard for aircraft emissions. Additionally, in 2009, the European Commission approved the extension of the European Union Emissions Trading Scheme (“ETS”) for GHG emissions, to the airline industry. Under this decision, all FedEx Express flights to and from any airport in any member state ofthat are wholly within the European Union are now covered by the ETS requirements, and each year we are required to submit emission allowances in an amount equal to the carbon dioxide emissions from such flights. Because the European Union ETS is being contested by many countries on a number of fronts, and the effective date for parts of the ETS has been delayed until next year, the future impact on us is unclear.

In addition, the U.S. Congress has, in the past, considered bills that would regulate GHG emissions, and some form of federal climate change legislation is possible in the future. Increased regulation regarding GHG emissions, especially aircraft or diesel engine emissions, could impose substantial costs on us, especially at FedEx Express. These costs include an increase in the cost of the fuel and other energy we purchase and capital costs associated with updating or replacing our aircraft or vehicles prematurely. Until the timing, scope and extent of such regulation becomes known, we cannot predict its effect on our cost structure or our operating results. It is reasonably possible, however, that it could impose material costs on us.

Moreover, even without such regulation, increased awareness and any adverse publicity in the global marketplace about the GHGs emitted by companies in the airline and transportation industries could harm our reputation and reduce customer demand for our services, especially our air express services. Finally, given the broad and global scope of our operations and our susceptibility to global macro-economic trends, we are particularly vulnerable to the physical risks of climate change that could affect all of humankind, such as shifts in weather patterns and world ecosystems.

A localized disaster in a key geography could adversely impact our business.While we operate several integrated networks with assets distributed throughout the world, there are concentrations of key assets within our networks that are exposed to adverse weather conditions or localized risks from natural or manmade disasters such as tornados, floods, earthquakes or terrorist attacks. The loss of a key location such as our Memphis super hub or one of our information technology centers could cause a significant disruption to our operations and cause us to incur significant costs to reestablish or relocate these functions. Moreover, resulting economic dislocations, including supply chain and fuel disruptions, could adversely impact demand for our services.

-79-


Our business may be adversely impacted by disruptions or modifications in service by the USPS.The USPS is a significant customer and vendor of FedEx, and thus, disruptions or modifications in services by the USPS as a consequence of the USPS’s current financial difficulties or any resulting structural changes to its operations, network, service offerings or pricing could have an adverse effect on our operations and financial results.

We are also subject to other risks and uncertainties that affect many other businesses, including:

 

increasing costs, the volatility of costs and funding requirements and other legal mandates for employee benefits, especially pension and healthcare benefits;

 

- 85 -


the increasing costs of compliance with federal, state and stateforeign governmental agency mandates (including the Foreign Corrupt Practices Act and the U.K. Bribery Act) and defending against inappropriate or unjustified enforcement or other actions by such agencies;

 

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

 

any impacts on our businesses resulting from new domestic or international government laws and regulation;

 

changes in foreign currency exchange rates, especially in the Chinese yuan, euro, British pound, Brazilian real, Canadian dollarMexican peso and the British pound,Canadian dollar, which can affect our sales levels and foreign currency sales prices;

 

market acceptance of our new service and growth initiatives;

 

any liability resulting from and the costs of defending against class-action litigation, such as wage-and-hour and discrimination and retaliation claims, and any other legal or governmental proceedings;

 

the outcome of future negotiations to reach new collective bargaining agreements — including with the union that represents the pilots of FedEx Express (the current pilot contract became amendable in March 2013, and the parties are currently in negotiations); and with the union that was elected in 2015 to represent drivers at four FedEx Freight facilities;

 

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

governmental underinvestment in transportation infrastructure, which could increase our costs and adversely impact our service levels due to traffic congestion or sub-optimal routing of our vehicles and aircraft;

 

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

 

availability of financing on terms acceptable to us and our ability to maintain our current credit ratings, especially given the capital intensity of our operations.

FORWARD-LOOKING STATEMENTS

Certain statements in this report, including (but not limited to) those contained in “Outlook” (including segment outlooks), “Liquidity,” “Capital Resources,” “Liquidity Outlook,” “Contractual Cash Obligations” and “Critical Accounting Estimates,” and the “Retirement Plans” and “Contingencies” notes to the consolidated financial statements, are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations, cash flows, plans, objectives, future performance and business. Forward-looking statements include those preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “plans,” “estimates,” “targets,” “projects,” “intends” or similar expressions. These forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated (expressed or implied) by such forward-looking statements, because of, among other things, the risk factors identified above and the other risks and uncertainties you can find in our press releases and other SEC filings.

-80-


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

- 86 -


may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this report. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

 

-81-- 87 -


MANAGEMENT’S REPORT ON INTERNAL

CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended). Our internal control over financial reporting includes, among other things, defined policies and procedures for conducting and governing our business, sophisticated information systems for processing transactions and a properly staffed, professional internal audit department. Mechanisms are in place to monitor the effectiveness of our internal control over financial reporting and actions are taken to correct all identified deficiencies. Our procedures for financial reporting include the active involvement of senior management, our Audit Committee and our staff of highly qualified financial and legal professionals.

Management, with the participation of our principal executive and financial officers, assessed our internal control over financial reporting as of May 31, 2013,2015, the end of our fiscal year. Management based its assessment on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of May 31, 2013.2015.

The effectiveness of our internal control over financial reporting as of May 31, 2013,2015, has been audited by Ernst & Young LLP, the independent registered public accounting firm who also audited the Company’s consolidated financial statements included in this Annual Report on Form 10-K. Ernst & Young LLP’s report on the Company’s internal control over financial reporting is included in this Annual Report on Form 10-K.

 

- 8288 -


REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

FedEx Corporation

We have audited FedEx Corporation’s internal control over financial reporting as of May 31, 2013,2015, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). FedEx Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, FedEx Corporation maintained, in all material respects, effective internal control over financial reporting as of May 31, 2013,2015, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of FedEx Corporation as of May 31, 20132015 and 2012,2014, and the related consolidated statements of income, comprehensive income, (loss), changes in stockholders’ investment, and cash flows for each of the three years in the period ended May 31, 20132015 of FedEx Corporation and our report dated July 15, 201314, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Memphis, Tennessee

July 15, 201314, 2015

 

- 8389 -


REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

FedEx Corporation

We have audited the accompanying consolidated balance sheets of FedEx Corporation as of May 31, 20132015 and 2012,2014, and the related consolidated statements of income, comprehensive income, (loss), changes in stockholders’ investment and cash flows for each of the three years in the period ended May 31, 2013.2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of FedEx Corporation at May 31, 20132015 and 2012,2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended May 31, 2013,2015, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, the Company has elected to change its method of accounting for actuarial gains and losses and the calculation of expected return on plan assets related to its pension and other postretirement benefit plans in 2015.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), FedEx Corporation’s internal control over financial reporting as of May 31, 2013,2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated July 15, 201314, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Memphis, Tennessee

July 15, 201314, 2015

 

- 8490 -


FEDEX CORPORATION

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS)

 

  May 31, 
  May 31,   2015   2014 
  2013   2012       As Adjusted 

ASSETS

        

CURRENT ASSETS

        

Cash and cash equivalents

  $4,917   $2,843   $3,763   $2,908 

Receivables, less allowances of $176 and $178

   5,044    4,704 

Spare parts, supplies and fuel, less allowances of $205 and $184

   457    440 

Receivables, less allowances of $185 and $164

   5,719    5,460 

Spare parts, supplies and fuel, less allowances of $207 and $212

   498    463 

Deferred income taxes

   533    533    606    522 

Prepaid expenses and other

   323    536    355    330 
  

 

   

 

   

 

   

 

 

Total current assets

   11,274    9,056    10,941    9,683 

PROPERTY AND EQUIPMENT, AT COST

        

Aircraft and related equipment

   14,716    14,360    16,186    15,632 

Package handling and ground support equipment

   6,452    5,912    6,725    6,082 

Computer and electronic equipment

   4,958    4,646    5,208    5,097 

Vehicles

   4,080    3,654    5,816    5,514 

Facilities and other

   7,903    7,592    8,929    8,366 
  

 

   

 

   

 

   

 

 
   38,109    36,164    42,864    40,691 

Less accumulated depreciation and amortization

   19,625    18,916    21,989    21,141 
  

 

   

 

   

 

   

 

 

Net property and equipment

   18,484    17,248    20,875    19,550 

OTHER LONG-TERM ASSETS

        

Goodwill

   2,755    2,387    3,810    2,790 

Other assets

   1,054    1,212    1,443    1,047 
  

 

   

 

   

 

   

 

 

Total other long-term assets

   3,809    3,599    5,253    3,837 
  

 

   

 

   

 

   

 

 
  $  33,567   $  29,903   $  37,069   $  33,070 
  

 

   

 

   

 

   

 

 

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

 

- 8591 -


FEDEX CORPORATION

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT SHARE DATA)

 

  May 31, 
  May 31,   2015 2014 
  2013 2012     As Adjusted 

LIABILITIES AND STOCKHOLDERS’ INVESTMENT

      

CURRENT LIABILITIES

      

Current portion of long-term debt

  $251  $417   $19  $1 

Accrued salaries and employee benefits

   1,688   1,635    1,436   1,277 

Accounts payable

   1,879   1,613    2,066   1,971 

Accrued expenses

   1,932   1,709    2,436   2,063 
  

 

  

 

   

 

  

 

 

Total current liabilities

   5,750   5,374    5,957   5,312 

LONG-TERM DEBT, LESS CURRENT PORTION

   2,739   1,250    7,249   4,736 

OTHER LONG-TERM LIABILITIES

      

Deferred income taxes

   1,652   836    1,747   2,114 

Pension, postretirement healthcare and other benefit obligations

   3,916   5,582    4,893   3,484 

Self-insurance accruals

   987   963    1,120   1,038 

Deferred lease obligations

   778   784    711   758 

Deferred gains, principally related to aircraft transactions

   227   251    181   206 

Other liabilities

   120   136    218   145 
  

 

  

 

   

 

  

 

 

Total other long-term liabilities

   7,680   8,552    8,870   7,745 

COMMITMENTS AND CONTINGENCIES

      

COMMON STOCKHOLDERS’ INVESTMENT

      

Common stock, $0.10 par value; 800 million shares authorized; 318 million shares issued as of May 31, 2013 and 317 million shares issued as of May 31, 2012

   32   32 

Common stock, $0.10 par value; 800 million shares authorized; 318 million shares issued as of May 31, 2015 and 2014

   32   32 

Additional paid-in capital

   2,668   2,595    2,786   2,643 

Retained earnings

   18,519   17,134    16,900   16,229 

Accumulated other comprehensive loss

   (3,820  (4,953

Accumulated other comprehensive income

   172   506 

Treasury stock, at cost

   (1  (81   (4,897  (4,133
  

 

  

 

   

 

  

 

 

Total common stockholders’ investment

   17,398   14,727    14,993   15,277 
  

 

  

 

   

 

  

 

 
  $  33,567  $  29,903   $  37,069  $  33,070 
  

 

  

 

   

 

  

 

 

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

 

- 8692 -


FEDEX CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

 

  Years ended May 31, 
  Years ended May 31,   2015 2014 2013 
  2013 2012 2011     As Adjusted 

REVENUES

  $  44,287  $  42,680  $  39,304   $  47,453  $  45,567  $  44,287 

OPERATING EXPENSES:

        

Salaries and employee benefits

   16,570   16,099   15,276    17,110   16,171   16,055 

Purchased transportation

   7,272   6,335   5,674    8,483   8,011   7,272 

Rentals and landing fees

   2,521   2,487   2,462    2,682   2,622   2,521 

Depreciation and amortization

   2,386   2,113   1,973    2,611   2,587   2,386 

Fuel

   4,746   4,956   4,151    3,720   4,557   4,746 

Maintenance and repairs

   1,909   1,980   1,979    2,099   1,862   1,909 

Business realignment, impairment and other charges

   660   134   89    276      660 

Retirement plans mark-to-market adjustment

   2,190   15   (1,368

Other

   5,672   5,390   5,322    6,415   5,927   5,672 
  

 

  

 

  

 

   

 

  

 

  

 

 
   41,736   39,494   36,926    45,586   41,752   39,853 
  

 

  

 

  

 

   

 

  

 

  

 

 

OPERATING INCOME

   2,551   3,186   2,378    1,867   3,815   4,434 

OTHER INCOME (EXPENSE):

        

Interest expense

   (82  (52  (86   (235  (160  (82

Interest income

   21   13   9    14   18   21 

Other, net

   (35  (6  (36   (19  (15  (35
  

 

  

 

  

 

   

 

  

 

  

 

 
   (96  (45  (113   (240  (157  (96
  

 

  

 

  

 

   

 

  

 

  

 

 

INCOME BEFORE INCOME TAXES

   2,455   3,141   2,265    1,627   3,658   4,338 

PROVISION FOR INCOME TAXES

   894   1,109   813    577   1,334   1,622 
  

 

  

 

  

 

   

 

  

 

  

 

 

NET INCOME

  $1,561  $2,032  $1,452   $1,050  $2,324  $2,716 
  

 

  

 

  

 

   

 

  

 

  

 

 

BASIC EARNINGS PER COMMON SHARE

  $4.95  $6.44  $4.61   $3.70  $7.56  $8.61 
  

 

  

 

  

 

   

 

  

 

  

 

 

DILUTED EARNINGS PER COMMON SHARE

  $4.91  $6.41  $4.57   $3.65  $7.48  $8.55 
  

 

  

 

  

 

   

 

  

 

  

 

 

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

 

- 8793 -


FEDEX CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(IN MILLIONS)

 

   Years Ended May 31, 
   2013   2012  2011 

NET INCOME

  $  1,561   $  2,032  $  1,452 

OTHER COMPREHENSIVE INCOME (LOSS):

     

Foreign currency translation adjustments, net of tax benefit of $12 and $26 in 2013 and 2012 and tax expense of $27 in 2011

   41    (95  125 

Amortization of unrealized pension actuarial gains/losses and other, net of tax expense of $677 in 2013 and tax benefit of $1,369 and $141 in 2012 and 2011

   1,092    (2,308  (235
  

 

 

   

 

 

  

 

 

 
   1,133    (2,403  (110
  

 

 

   

 

 

  

 

 

 

COMPREHENSIVE INCOME (LOSS)

  $2,694   $(371 $1,342 
  

 

 

   

 

 

  

 

 

 
   Years Ended May 31, 
   2015  2014  2013 
      As Adjusted 

NET INCOME

  $  1,050  $  2,324  $  2,716 

OTHER COMPREHENSIVE (LOSS) INCOME:

    

Foreign currency translation adjustments, net of tax benefit of $45, $1 and $12

   (334  (25  41 

Amortization of prior service credit and other, net of tax expense of $1 in 2015 and tax benefit of $38 and $51 in 2014 and 2013

      (76  (63
  

 

 

  

 

 

  

 

 

 
   (334  (101  (22
  

 

 

  

 

 

  

 

 

 

COMPREHENSIVE INCOME

  $716  $2,223  $2,694 
  

 

 

  

 

 

  

 

 

 

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

 

- 8894 -


FEDEX CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN MILLIONS)

 

  Years ended May 31, 
  Years ended May 31,   2015 2014 2013 
  2013 2012 2011     As Adjusted 

OPERATING ACTIVITIES

        

Net income

  $1,561  $2,032  $1,452   $1,050  $2,324  $2,716 

Adjustments to reconcile net income to cash provided by operating activities:

        

Depreciation and amortization

   2,386   2,113   1,973    2,611   2,587   2,386 

Provision for uncollectible accounts

   167   160   152    145   130   167 

Deferred income taxes and other noncash items

   521   1,126   669    (572  339   734 

Business realignment, impairment and other charges

   479   134   29    246      479 

Stock-based compensation

   109   105   98    133   117   109 

Retirement plans mark-to-market adjustment

   2,190   15   (1,368

Changes in assets and liabilities:

        

Receivables

   (451  (254  (400   (392  (516  (451

Other current assets

   257   (231  (114   25    (22  257 

Pension assets and liabilities, net

   (335  (453  (169

Pension and postretirement healthcare assets and liabilities, net

   (692  (453  (335

Accounts payable and other liabilities

   10   144   370    659    (235  10 

Other, net

   (16  (41  (19   (37  (22  (16
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash provided by operating activities

   4,688   4,835   4,041    5,366   4,264   4,688 

INVESTING ACTIVITIES

        

Capital expenditures

   (3,375  (4,007  (3,434   (4,347  (3,533  (3,375

Business acquisitions, net of cash acquired

   (483  (116  (96   (1,429  (36  (483

Proceeds from asset dispositions and other

   55   74   111    24   18   55 
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash used in investing activities

   (3,803  (4,049  (3,419   (5,752  (3,551  (3,803

FINANCING ACTIVITIES

        

Principal payments on debt

   (417  (29  (262   (5  (254  (417

Proceeds from debt issuances

   1,739          2,491   1,997   1,739 

Proceeds from stock issuances

   280   128   108    320   557   280 

Excess tax benefit on the exercise of stock options

   23   18   23    51   44   23 

Dividends paid

   (177  (164  (151   (227  (187  (177

Purchase of treasury stock

   (246  (197   

Purchase of treasury stock, including accelerated share repurchase agreements

   (1,254  (4,857  (246

Other, net

   (18     (5   (27  (19  (18
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash provided by (used in) financing activities

   1,184   (244  (287   1,349   (2,719  1,184 
  

 

  

 

  

 

   

 

  

 

  

 

 

Effect of exchange rate changes on cash

   5   (27  41    (108  (3  5 
  

 

  

 

  

 

   

 

  

 

  

 

 

Net increase in cash and cash equivalents

   2,074   515   376 

Net increase (decrease) in cash and cash equivalents

   855   (2,009  2,074 

Cash and cash equivalents at beginning of period

   2,843   2,328   1,952    2,908   4,917   2,843 
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash and cash equivalents at end of period

  $4,917  $2,843  $2,328   $  3,763  $2,908  $  4,917 
  

 

  

 

  

 

   

 

  

 

  

 

 

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

 

- 8995 -


FEDEX CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ INVESTMENT

(IN MILLIONS, EXCEPT SHARE DATA)

 

   Common
Stock
   Additional
Paid-in
Capital
   Retained
Earnings
  Accumulated
Other
Comprehensive
Income (Loss)
  Treasury
Stock
  Total 

Balance at May 31, 2010

  $31   $2,261   $13,966  $(2,440 $(7 $13,811 

Net income

             1,452           1,452 

Other comprehensive loss, net of tax of $114

                 (110      (110

Purchase of treasury stock

                     (5  (5

Cash dividends declared ($0.48 per share)

             (152          (152

Employee incentive plans and other (2,229,051 shares issued)

   1    223                224 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance at May 31, 2011

   32    2,484    15,266   (2,550  (12  15,220 

Net income

             2,032           2,032 

Other comprehensive loss, net of tax of $1,395

                 (2,403      (2,403

Purchase of treasury stock

                     (197  (197

Cash dividends declared ($0.52 per share)

             (164          (164

Employee incentive plans and other (2,359,659 shares issued)

        111            128   239 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance at May 31, 2012

   32    2,595    17,134   (4,953  (81  14,727 

Net income

             1,561           1,561 

Other comprehensive gain, net of tax of $665

                 1,133       1,133 

Purchase of treasury stock

                     (246  (246

Cash dividends declared ($0.56 per share)

             (176          (176

Employee incentive plans and other (4,172,976 shares issued)

        73            326   399 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance at May 31, 2013

  $32   $2,668   $18,519  $(3,820 $(1 $17,398 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 
   Common
Stock
   Additional
Paid-in
Capital
  Retained
Earnings
  Accumulated
Other
Comprehensive
Income
  Treasury
Stock
  Total 

Balance at May 31, 2012 - as adjusted

  $32   $2,595  $11,552  $629  $(81 $    14,727 

Net income

          2,716         2,716 

Other comprehensive loss, net of tax of $63

             (22     (22

Purchase of treasury stock (2.7 million shares)

                (246  (246

Cash dividends declared ($0.56 per share)

       ��  (176        (176

Employee incentive plans and other (4.2 million shares issued)

       73         326   399 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at May 31, 2013 - as adjusted

   32    2,668   14,092   607   (1  17,398 

Net income

          2,324         2,324 

Other comprehensive loss, net of tax of $39

             (101     (101

Purchase of treasury stock (36.8 million shares)

                (4,857  (4,857

Cash dividends declared ($0.60 per share)

          (187        (187

Employee incentive plans and other (6.7 million shares issued)

       (25        725   700 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at May 31, 2014 - as adjusted

   32    2,643   16,229   506   (4,133  15,277 

Net income

          1,050         1,050 

Other comprehensive loss, net of tax of $44

             (334     (334

Purchase of treasury stock (8.1 million shares)

                (1,254  (1,254

Cash dividends declared ($0.80 per share)

          (227        (227

Employee incentive plans and other (3.7 million shares issued)

       143   (152     490   481 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at May 31, 2015

  $32   $2,786  $16,900  $172  $(4,897 $14,993 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

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

 

- 9096 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS. FedEx Corporation (“FedEx”) provides a broad portfolio of transportation, e-commerce and business services through companies competing collectively, operating independently and managed collaboratively, under the respected FedEx brand. Our primary operating companies are Federal Express Corporation (“FedEx Express”), the world’s largest express transportation company; FedEx Ground Package System, Inc. (“FedEx Ground”), a leading North American provider of small-package ground delivery services; and FedEx Freight, Inc. (“FedEx Freight”), a leading North AmericanU.S. provider of less-than-truckload (“LTL”) freight services. These companies represent our major service lines and, along with FedEx Corporate Services, Inc. (“FedEx Services”), form the core of our reportable segments. Our FedEx Services segment provides sales, marketing, information technology, communications and certain back-office support to our transportation segments. In addition, the FedEx Services segment provides customers with retail access to FedEx Express and FedEx Ground shipping services through FedEx Office and Print Services, Inc. (“FedEx Office”), and provides customer service, technical support and billing and collection services through FedEx TechConnect, Inc. (“FedEx TechConnect”).

FISCAL YEARS. Except as otherwise specified, references to years indicate our fiscal year ended May 31, 20132015 or ended May 31 of the year referenced.

RECLASSIFICATIONS. Certain reclassifications have been made to the prior years’ consolidated financial statements to conform to the current year’s presentation.

PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include the accounts of FedEx and its subsidiaries, substantially all of which are wholly owned. All significant intercompany accounts and transactions have been eliminated in consolidation. We are not the primary beneficiary of, nor do we have a controlling financial interest in, any variable interest entity. Accordingly, we have not consolidated any variable interest entity.

REVENUE RECOGNITION. We recognize revenue upon delivery of shipments for our transportation businesses and upon completion of services for our business services, logistics and trade services businesses. Transportation services are provided with the use of employees and independent contractors. FedEx is the principal to the transaction for most of these services and revenue from these transactions is recognized on a gross basis. Costs associated with independent contractor settlements are recognized as incurred and included in the caption “Purchased transportation” in the accompanying consolidated statements of income. For shipments in transit, revenue is recorded based on the percentage of service completed at the balance sheet date. Estimates for future billing adjustments to revenue and accounts receivable are recognized at the time of shipment for money-back service guarantees and billing corrections. Delivery costs are accrued as incurred.

Our contract logistics, global trade services and certain transportation businesses such as FedEx SmartPost, engage in some transactions wherein they act as agents. Revenue from these transactions is recorded on a net basis. Net revenue includes billings to customers less third-party charges, including transportation or handling costs, fees, commissions and taxes and duties.

Certain of our revenue-producing transactions are subject to taxes, such as sales tax, assessed by governmental authorities. We present these revenues net of tax.

CREDIT RISK. We routinely grant credit to many of our customers for transportation and business services without collateral. The risk of credit loss in our trade receivables is substantially mitigated by our credit evaluation process, short collection terms and sales to a large number of customers, as well as the low revenue per transaction for most of our services. Allowances for potential credit losses are determined based on historical experience and the impact of current economic factors on the composition of accounts receivable. Historically, credit losses have been within management’s expectations.

 

- 9197 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

ADVERTISING. Advertising and promotion costs are expensed as incurred and are classified in other operating expenses. Advertising and promotion expenses were $403 million in 2015, $407 million in 2014 and $424 million in 2013, $421 million in 2012 and $375 million in 2011.2013.

CASH EQUIVALENTS. Cash in excess of current operating requirements is invested in short-term, interest-bearing instruments with maturities of three months or less at the date of purchase and is stated at cost, which approximates market value.

SPARE PARTS, SUPPLIES AND FUEL.Spare parts (principally aircraft-related) are reported at weighted-average cost. Allowances for obsolescence are provided for spare parts currently identified as excess or obsolete as well as expected to be on hand at the date the aircraft are retired from service. These allowances are provided over the estimated useful life of the related aircraft and engines. Additionally, allowances for obsolescence are provided for spare parts currently identified as excess or obsolete. These allowances are based on management estimates, which are subject to change. The majority of our supplies and our fuel are reported at weighted averageweighted-average cost.

PROPERTY AND EQUIPMENT. Expenditures for major additions, improvements and flight equipment modifications are capitalized when such costs are determined to extend the useful life of the asset or are part of the cost of acquiring the asset. Expenditures for equipment overhaul costs of engines or airframes prior to their operational use are capitalized as part of the cost of such assets as they are costs required to ready the asset for its intended use. Maintenance and repairs costs are charged to expense as incurred.incurred, except for certain aircraft engine maintenance costs incurred under third-party service agreements. These agreements, which became effective June 1, 2014, resulted in costs being expensed based on cycles or hours flown and are subject to annual escalation. These service contracts transfer risk to third party service providers and generally fix the amount we pay for maintenance to the service provider as a rate per cycle or flight hour, in exchange for maintenance and repairs under a predefined maintenance program. We capitalize certain direct internal and external costs associated with the development of internal-use software. Gains and losses on sales of property used in operations are classified within operating expenses.

For financial reporting purposes, we record depreciation and amortization of property and equipment on a straight-line basis over the asset’s service life or related lease term, if shorter. For income tax purposes, depreciation is computed using accelerated methods when applicable.

The consolidated balance sheet for 2014 reflects the reclassification of $1.1 billion of vehicles that were previously presented in package handling and ground support equipment and $72 million of facilities and other that were previously presented in computer and electronic equipment. The reclassification has no impact on the net book value of property and equipment, total assets, or depreciation expense.

The depreciable lives and net book value of our property and equipment are as follows (dollars in millions):

 

  

Range

  Net Book Value at May 31,       Net Book Value at May 31, 
         2013                 2012          Range          2015                 2014        

Wide-body aircraft and related equipment

  15 to 30 years  $7,191   $7,161    15 to 30 years    $7,548   $7,223 

Narrow-body and feeder aircraft and related equipment

  5 to 18 years   2,284    1,881    5 to 18 years     2,943    2,639 

Package handling and ground support equipment

  3 to 30 years   2,311    2,101    3 to 30 years     2,410    2,024 

Vehicles

  3 to 15 years   1,748    1,411    3 to 15 years     2,717    2,615 

Computer and electronic equipment

  2 to 10 years   993    930    2 to 10 years     866    923 

Facilities and other

  2 to 40 years   3,957    3,764    2 to 40 years     4,391    4,126 

- 98 -


Substantially all property and equipment have no material residual values. The majority of aircraft costs are depreciated on a straight-line basis over 15 to 30 years. We periodically evaluate the estimated service lives and residual values used to depreciate our property and equipment. This evaluation may result inIn May 2015, we adjusted the depreciable lives of 23 aircraft and 57 engines. These changes in the estimated lives and residual values as it did in 2013 and 2012 with certain aircraft.will not have a material impact on near-term depreciation expense. In May 2013, FedEx Express made the decision to accelerate the retirement of 76 aircraft and related engines to aid in our fleet modernization and improve our global network. In May 2012, we shortened the depreciable lives for 54 aircraft and related engines to accelerate the retirement of these aircraft, resulting in a depreciation expense increase of $69 million in 2013. As a result of these accelerated retirements, we expectincurred an additional $74 million in year-over-year accelerated depreciation expense in 2014.

Depreciation expense, excluding gains and losses on sales of property and equipment used in operations, was $2.6 billion in 2015 and 2014 and $2.3 billion in 2013, $2.1 billion in 2012 and $1.9 billion in 2011.2013. Depreciation and amortization expense includes amortization of assets under capital lease.

- 92 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CAPITALIZED INTEREST. Interest on funds used to finance the acquisition and modification of aircraft, including purchase deposits, construction of certain facilities, and development of certain software up to the date the asset is ready for its intended use is capitalized and included in the cost of the asset if the asset is actively under construction. Capitalized interest was $37 million in 2015, $29 million in 2014 and $45 million in 2013, $85 million in 2012 and $71 million in 2011.2013.

IMPAIRMENT OF LONG-LIVED ASSETS.Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable. For assets that are to be held and used, an impairment is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value.

We operate integrated transportation networks, and accordingly, cash flows for most of our operating assets to be held and used are assessed at a network level, not at an individual asset level, for our analysis of impairment.

In the normal management of our aircraft fleet, we routinely idle aircraft and engines temporarily due to maintenance cycles and adjustments of our network capacity to match seasonality and overall customer demand levels. Temporarily idled assets are classified as available-for-use, and we continue to record depreciation expense associated with these assets. These temporarily idled assets are assessed for impairment on a quarterly basis. Factors which could cause impairmentThe criteria for determining whether an asset has been permanently removed from service (and, as a result, potentially impaired) include, but are not limited to, adverse changes in our global economic outlook and the impact of our outlook on our current and projected volume levels, including lower capacity needs during our peak shipping seasons; the introduction of new fleet types or decisions to permanently retire an aircraft fleet from operations; orand changes to planned service expansion activities. We currently haveAt May 31, 2015, we had one aircraft temporarily idled. This aircraft has been idled for 15approximately two months and is expected to return to revenue service.

In May 2015, we retired from service seven Boeing MD11 aircraft and 12 related engines, four Airbus A310-300 aircraft and three related engines, three Airbus A300-600 aircraft and three related engines and one Boeing MD10-10 aircraft and three related engines, and related parts. As a consequence of this decision, impairment and related charges of $276 million ($175 million, net of tax, or $0.61 per diluted share) were recorded in the fourth quarter. Of this amount, $246 million was non-cash. The decision to permanently retire these aircraft and engines aligns with FedEx Express’s plans to rationalize capacity and modernize its aircraft fleet to more effectively serve its customers.

In 2013, we made the decision to retireretired from service two Airbus A310-200 aircraft and four related engines, three Airbus A310-300 aircraft and two related engines and five Boeing MD10-10 aircraft and 15 related engines to align with the plans of FedEx Express to modernize its aircraft fleet and improve its global network.engines. As a consequence of this decision, a noncash impairment charge of $100 million ($63 million, net of tax, or $0.20 per diluted share) was recorded in the FedEx Express segment in the fourth quarter.2013. All of these aircraft were temporarily idled and not in revenue service.

In May 2012, we made the decision to retire from service 18 Airbus A310-200 aircraft and 26 related engines, as well as six Boeing MD10-10 aircraft and 17 related engines. As a consequence of this decision, a noncash impairment charge of $134 million ($84 million, net of tax, or $0.26 per diluted share) was recorded in the FedEx Express segment in the fourth quarter. The decision to retire these aircraft, the majority of which were temporarily idled and not in revenue service, better aligns the U.S. domestic air network capacity of FedEx Express to match current and anticipated shipment volumes.

The combination of our FedEx Freight and FedEx National LTL operations was completed on January 30, 2011. These actions resulted in total program costs of $133 million recorded during 2011, which includes $89 million of impairment and other charges (recorded in the “Business realignment, impairment and other charges” caption on the consolidated income statements), and $44 million of other program costs (primarily recorded in the “Depreciation and amortization” caption on the consolidated income statements).

- 99 -


GOODWILL. Goodwill is recognized for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of businesses acquired. Several factors give rise to goodwill in our acquisitions, such as the expected benefit from synergies of the combination and the existing workforce of the acquired entity.business. Goodwill is reviewed at least annually for impairment. In our evaluation of goodwill impairment, we perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive, we would proceed to a two-step process to test goodwill for impairment, including comparing the fair value of eachthe reporting unit withto its carrying value

- 93 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(including (including attributable goodwill). Fair value for our reporting units is determined using an income or market approach incorporating market participant considerations and management’s assumptions on revenue growth rates, operating margins, discount rates and expected capital expenditures. Fair value determinations may include both internal and third-party valuations. Unless circumstances otherwise dictate, we perform our annual impairment testing in the fourth quarter.

PENSION AND POSTRETIREMENT HEALTHCARE PLANS. Our defined benefit plans are measured using actuarial techniques that reflect management’s assumptions for discount rate, expected long-term investment returns on plan assets, salary increases, expected retirement, mortality, employee turnover and future increases in healthcare costs. We determine the discount rate (which is required to be the rate at which the projected benefit obligation could be effectively settled as of the measurement date) with the assistance of actuaries, who calculate the yield on a theoretical portfolio of high-grade corporate bonds (rated Aa or better) with cash flows that are designed to match our expected benefit payments in future years. A calculated-value method is employed for purposes of determining the asset values for our tax-qualified U.S. domestic pension plans (“U.S. Pension Plans”). Our expected rate of return is a judgmental matter which is reviewed on an annual basis and revised as appropriate.

TheDuring the fourth quarter of 2015 we changed our method of accounting guidance related to employers’ accounting for our defined benefit pension and other postretirement plans requires recognitionhealthcare plans. Under our new method of accounting, we will immediately recognize changes in the balance sheetfair value of plan assets and actuarial gains or losses in our operating results annually in the funded statusfourth quarter each year. Further, we voluntarily changed our method for determining the expected return on plan assets (“EROA”), which is used in the calculation of defined benefit pension and other postretirement expense for funded postretirement benefit plans for interim periods. We now use the fair value of plan assets to calculate the EROA. The new methods of accounting are collectively referred to as “mark-to-market” or MTM accounting. Historically, we recognized actuarial gains and the recognition inlosses, subject to a corridor, as a component of other comprehensive income (“OCI”)and amortized these gains and losses as a component of unrecognizedpension and postretirement healthcare expenses over the average future service period of the covered employees (13 years). Previously, we used a calculated value method to determine the value of plan assets and amortized changes in the fair value of plan assets over a period no longer than four years.

We believe the immediate recognition of actuarial gains orand losses and prior service costs or credits. Additionally,under MTM accounting is a preferable method of accounting as it aligns the guidance requiresrecognition of changes in the measurement date forfair value of plan assets and liabilities to coincidein the income statement with the plan sponsor’s year end.

At May 31, 2013, we recorded an increase to equity through OCI of $861 million (net of tax) based primarily on year-end adjustments related to an increase in thefair value of our plan assets and an increase in the discount rateaccounting principles that are used to measure the liabilities at May 31, 2013. At May 31, 2012, we recorded a decrease to equity through OCInet funded status of $2.4 billion (net of tax) based primarily on year-end adjustments related to increasesthe plans in our projected benefit obligation duebalance sheet. MTM accounting also eliminates the impact on future periods of the amortization of the increasingly material amount of accumulated actuarial losses resulting from persistently low interest rates and changes in demographic assumptions.

The adoption of MTM accounting is a voluntary change in accounting principle that is required to be adopted retrospectively. Therefore all periods presented have been recast to conform to the current year presentation reflecting the retirement plan accounting changes as discussed further in Note 13 and Note 14.

- 100 -


The cumulative effect of the change on retained earnings as of June 1, 2012, was a decreasepre-tax reduction of $8.9 billion, with an offset to accumulated other comprehensive income (OCI) and therefore no net impact to shareholders’ equity. The impact of all adjustments made to the financial statements presented is summarized below (amounts in the discount rate used to measure the liabilities at May 31, 2012.millions, except per share data):

   2014  2013 
   Previously
Reported
  Adjusted  Effect of
Change
  Previously
Reported
  Adjusted  Effect of
Change
 

Consolidated Statements of Income

       

Operating expenses

       

Salaries and employee benefits

  $  16,555  $  16,171  $(384 $  16,570  $  16,055  $(515

Retirement plans MTM adjustment

      15   15      (1,368  (1,368

Operating Income

   3,446   3,815   369   2,551   4,434   1,883 

Income Before Income Taxes

   3,289   3,658   369   2,455   4,338   1,883 

Provision for Income Taxes

   1,192   1,334   142   894   1,622   728 

Net Income

   2,097   2,324   227   1,561   2,716   1,155 

Basic Earnings per Common Share

   6.82   7.56   0.74   4.95   8.61   3.66 

Diluted Earnings per Common Share

   6.75   7.48   0.73   4.91   8.55   3.64 

Consolidated Statements of Comprehensive Income

       

Net Income

   2,097   2,324   227   1,561   2,716   1,155 

Amortization of prior service credit and other, net of tax

   151   (76  (227  1,092   (63  (1,155

Consolidated Balance Sheets

       

Retained Earnings

   20,429   16,229   (4,200  18,519   14,092   (4,427

Accumulated other comprehensive income (loss)

   (3,694  506   4,200   (3,820  607   4,427 

Consolidated Statements of Cash Flows

       

Operating Activities

       

Net Income

   2,097   2,324   227   1,561   2,716   1,155 

Deferred income taxes and other noncash items

   581   339   (242  521   734   213 

Retirement plans MTM adjustment

      15   15      (1,368  (1,368

INCOME TAXES. Deferred income taxes are provided for the tax effect of temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. The liability method is used to account for income taxes, which requires deferred taxes to be recorded at the statutory rate expected to be in effect when the taxes are paid.

We recognize liabilities for uncertain income tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as we must determine the probability of various possible outcomes. We reevaluate these uncertain tax positions on a quarterly basis or when new information becomes available to management. These reevaluations are based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, successfully settled issues under audit and new audit activity. Such a change in recognition or measurement could result in the recognition of a tax benefit or an increase to the related provision.

We classify interest related to income tax liabilities as interest expense and, if applicable, penalties are recognized as a component of income tax expense. The income tax liabilities and accrued interest and penalties that are due within one year of the balance sheet date are presented as current liabilities. The remainingnoncurrent portion of our income tax liabilities and accrued interest and penalties are presented as noncurrent liabilities because payment of cash is not anticipated within one year of the balance sheet date. These noncurrent income tax liabilities are recorded in the caption “Other liabilities” in the accompanying consolidated balance sheets.

 

- 94101 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SELF-INSURANCE ACCRUALS. We are self-insured for costs associated with workers’ compensation claims, vehicle accidents and general business liabilities, and benefits paid under employee healthcare and long-term disability programs. Accruals are primarily based on the actuarially estimated undiscounted cost of claims, which includes incurred-but-not-reported claims. Current workers’ compensation claims, vehicle and general liability, employee healthcare claims and long-term disability are included in accrued expenses. We self-insure up to certain limits that vary by operating company and type of risk. Periodically, we evaluate the level of insurance coverage and adjust insurance levels based on risk tolerance and premium expense.

LEASES. We lease certain aircraft, facilities, equipment and vehicles under capital and operating leases. The commencement date of all leases is the earlier of the date we become legally obligated to make rent payments or the date we may exercise control over the use of the property. In addition to minimum rental payments, certain leases provide for contingent rentals based on equipment usage, principally related to aircraft leases at FedEx Express and copier usage at FedEx Office. Rent expense associated with contingent rentals is recorded as incurred. Certain of our leases contain fluctuating or escalating payments and rent holiday periods. The related rent expense is recorded on a straight-line basis over the lease term. The cumulative excess of rent payments over rent expense is accounted for as a deferred lease asset and recorded in “Other assets” in the accompanying consolidated balance sheets. The cumulative excess of rent expense over rent payments is accounted for as a deferred lease obligation. Leasehold improvements associated with assets utilized under capital or operating leases are amortized over the shorter of the asset’s useful life or the lease term.

DEFERRED GAINS. Gains on the sale and leaseback of aircraft and other property and equipment are deferred and amortized ratably over the life of the lease as a reduction of rent expense. Substantially all of these deferred gains are related to aircraft transactions.

- 102 -


FOREIGN CURRENCY TRANSLATION. Translation gains and losses of foreign operations that use local currencies as the functional currency are accumulated and reported, net of applicable deferred income taxes, as a component of accumulated other comprehensive income within common stockholders’ investment. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the local currency are included in the caption “Other, net” in the accompanying consolidated statements of income and were immaterial for each period presented.

EMPLOYEES UNDER COLLECTIVE BARGAINING ARRANGEMENTS. The pilots of FedEx Express, which represent a small number of FedEx Express’s total employees, are employed under a collective bargaining agreement. The contract became amendable in March 2013, and the parties are currently in negotiations. In October 2014, FedEx Express formally requested assistance from the National Mediation Board (“NMB”) to mediate the negotiations, and the NMB has been actively mediating the talks since that time. The NMB is the U.S. governmental agency that oversees labor agreements for entities covered by the Railway Labor Act of 1926, as amended. The conduct of mediated negotiations has no impact on our operations. In addition to our pilots at FedEx Express, GENCO Distribution System, Inc. (“GENCO”) has a small number of employees who are members of unions, and certain FedEx non-U.S. employees are unionized.

STOCK-BASED COMPENSATION. We recognize compensation expense for stock-based awards under the provisions of the accounting guidance related to share-based payments. This guidance requires recognition of compensation expense for stock-based awards using a fair value method. We issue new shares or repurchase shares on the open market to cover employee share option exercises and restricted stock grants. Accordingly, we plan to repurchase approximately 3.7 million shares in 2014.

TREASURY SHARES. In September 2014, our Board of Directors authorized the repurchase of up to 15 million shares of common stock. It is expected that the share authorization will primarily be utilized to offset equity compensation dilution over the next several years. During 2013,2015, we repurchased 2.78.1 million shares of FedEx common stock at an average price of $91$154.03 per share for a total of $246 million. In March 2013, our Board of Directors authorized the repurchase of up to 10 million shares of common stock. It is expected that the additional share authorization will primarily be utilized to offset the effects of equity compensation dilution over the next several years.$1.3 billion. As of May 31, 2013, 10,188,0002015, 12.2 million shares remained under existingthe share repurchase authorizations.authorization. Under this program, shares may be purchased from time to time in the open market or in privately negotiated transactions. Repurchases are made at the company’s discretion, based on ongoing assessments of the capital needs of the business, the market price of its common stock and general market conditions. No time limit was set for the completion of the repurchase program, and the program may be suspended or discontinued at any time.

In 2014, we repurchased 36.8 million shares of FedEx common stock at an average price of $131.83 per share for a total of $4.9 billion.

DIVIDENDS DECLARED PER COMMON SHARE. On June 3, 2013,8, 2015, our Board of Directors declared a quarterly dividend of $0.15$0.25 per share of common stock. The dividend was paid on July 1, 20132, 2015 to stockholders of record as of the close of business on June 17, 2013.18, 2015. Each quarterly dividend payment is subject to review and approval by our Board of Directors, and we evaluate our dividend payment amount on an annual basis at the end of each fiscal year.

- 95 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

BUSINESS REALIGNMENT COSTS. During 2013, we announced profit improvement programs including reducing our selling, generalprimarily through initiatives at FedEx Express and administrative cost functions through a voluntary employee separation program.

During 2013, we conductedFedEx Services and completed a program to offer voluntary cash buyouts to eligible U.S.-based employees in certain staff functions. As a result of this program, approximately 3,600 employees left the company by the end of 2014. Costs of the benefits provided under the voluntary employee severance program were recognized as special termination benefits in the period that eligible employees accepted their offers. Payments under this program were made at the time of departure and totaled approximately $300 million in 2014 and $180 million in 2013.

The voluntary buyout program includesincluded voluntary severance payments and funding to healthcare reimbursement accounts, with the voluntary severance calculated based on four weeks of gross base salary for every year of FedEx service up to a maximum payment of two years of pay. This program was completed in the fourth quarter and approximately 3,600 employees have left or will be voluntarily leaving the company by the end of 2014. Eligible employees are scheduled to vacate positions in phases to ensure a smooth transition in the impacted functions so that we maintain service levels to our customers. Of the total population leaving the company, approximately 40% of the employees vacated positions on May 31, 2013. An additional 35% will departdeparted throughout 2014 and approximately 25% of this population will remainremained until May 31, 2014. Costs of the benefits provided under the voluntary program were recognized as special termination benefits in the period that eligible employees accepted their offers.

- 103 -


We incurred costs of $560 million ($353 million, net of tax, or $1.11 per diluted share) during 2013 associated with our business realignment activities. These costs related primarily to severance for employees who accepted voluntary buyouts in the third and fourth quarters of 2013. Payments will be made at the time of departure. Approximately $180 million was paid under this program during 2013. The cost of the buyout program is included in the caption “Business realignment, impairment and other charges” in our consolidated statements of income. Also included in that caption are other external costs directly attributable to our business realignment activities, such as professional fees.

USE OF ESTIMATES. The preparation of our consolidated financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses and the disclosure of contingent liabilities. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Areas where the nature of the estimate makes it reasonably possible that actual results could materially differ from amounts estimated include: self-insurance accruals; retirement plan obligations; long-term incentive accruals; tax liabilities; accounts receivable allowances; obsolescence of spare parts; contingent liabilities; loss contingencies, such ascontingencies; litigation and other claims; and impairment assessments on long-lived assets (including goodwill).

NOTE 2: 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, 2012,2013, we adopted the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) on the presentation of comprehensive income. The new guidance requires companies to report components of comprehensive income by including comprehensive income on the face of the income statement or in a separate statement of comprehensive income. We have adopted this guidance by including a separate statement of comprehensive income (loss) for the three years ending May 31, 2013 and by including expanded accumulated other comprehensive income disclosure requirements in the notes to our consolidated financial statements. In addition on June 1, 2012, we adopted the FASB’s amendments to the fair value measurements and disclosure requirements, which expanded existing disclosure requirements regarding the fair value of our long-term debt.

In February 2013, the FASB issued new guidance requiring additional information about reclassification adjustments out of accumulated other comprehensive income, including changes in accumulated other comprehensive income balances by component and significant items reclassified out of accumulated other comprehensive income. This new standard is effective forWe have adopted this guidance by including expanded accumulated other comprehensive income disclosure requirements in Note 9 of our fiscal year endingconsolidated financial statements.

On May 31,28, 2014, and will have no impact on our financial condition or results of operations.

- 96 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In May 2013, the FASB and International Accounting Standards Board issued a revised exposure draft outlining proposed changes to thenew accounting for leases. Under the revised exposure draft, thestandard that will supersede virtually all existing revenue recognition measurement and presentation of expenses and cash flows arising from a lease would depend primarily on whether the lessee is expected to consume more than an insignificant portion of the economic benefits embeddedguidance under generally accepted accounting principles in the underlying asset. A right-of-use asset and a liabilityUnited States (and International Financial Reporting Standards) which has been subsequently updated to make lease payments will be recognized ondefer the balance sheet for all leases (except short-term leases). The enactment of this proposal will have a significant impact on our accounting and financial reporting. The FASB has not yet proposed an effective date of this proposal.the new revenue recognition standard by one year. This standard will be effective for us beginning in fiscal 2019. The fundamental principles of the new guidance are that companies should recognize revenue in a manner that reflects the timing of the transfer of services to customers and the amount of revenue recognized reflects the consideration that a company expects to receive for the goods and services provided. The new guidance establishes a five-step approach for the recognition of revenue. Based on our preliminary assessment, we do not anticipate that the new guidance will fundamentally change our revenue recognition policies, practices or systems.

We believe that no other new accounting guidance was adopted or issued during 20132015 that is relevant to the readers of our financial statements. However, there are numerous new proposals under development which, if and when enacted, may have a significant impact on our financial reporting.

NOTE 3: BUSINESS COMBINATIONS

During 2013, we expandedOn April 6, 2015, FedEx entered into a conditional agreement to acquire TNT Express N.V. for €4.4 billion (currently, approximately $4.9 billion). This combination is expected to expand our global portfolio, particularly in Europe, lower our cost to serve European markets by increasing density in our pickup-and-delivery operations and accelerate our global growth. This acquisition is expected to be completed in the international service offeringsfirst half of FedEx Express by completingcalendar year 2016. The closing of the following business acquisitions:acquisition is subject to customary conditions, including obtaining all necessary approvals and competition clearances.

 

Rapidão Cometa Logística e Transporte S.A.- 104 -


During 2015, we acquired two businesses, expanding our portfolio in e-commerce and supply chain solutions. On January 30, 2015, we acquired GENCO, a leading North American third-party logistics provider, for $1.4 billion, which was funded using a portion of the proceeds from our January 2015 debt issuance. The financial results of this business are included in the FedEx Ground segment from the date of acquisition.

In addition, on December 16, 2014, FedEx acquired Bongo International, LLC (“Bongo”), a Brazilian transportationleader in cross-border enablement technologies and logistics company,solutions, for $398$42 million in cash from operations on July 4, 2012

TATEX, a French express transportation company, for $55 million in cash from operations on July 3, 2012

Opek Sp. z o.o., a Polish domestic express package delivery company, for $54 million in cash from operations on June 13, 2012

These acquisitions give us more robust transportation networks within these countries and added capabilities in these important international markets.

operations. The financial results of these acquired businessesthis business are included in the FedEx Express segment from the date of acquisition.

These acquisitions will allow us to enter new markets, as well as strengthen our current service offerings to existing customers. We expect that the goodwill of $40 million associated with our Bongo acquisition and were not material, individually or in the aggregate,will be entirely attributable to our resultsFedEx Express reporting unit. We expect that the goodwill of operationsapproximately $1.1 billion associated with our GENCO acquisition will be primarily attributable to our FedEx Ground and therefore, pro forma financial information has not been presented.GENCO reporting units.

The estimated fair values of the assets and liabilities related to these acquisitions have been recorded in the FedEx Ground and FedEx Express segmentsegments and are included in the accompanying consolidated balance sheetsheets based on ana preliminary allocation of the purchase pricesprice (summarized in the table below in millions). These allocations are expected to be completed during the first quarter of our fiscal year 2016.

 

Current assets

  $145   $349 

Property and equipment

   91    113 

Goodwill

   351    1,133 

Intangible assets

   60 

Identifiable intangible assets

   172 

Other non-current assets

   70    26 

Current liabilities

   (174   (245

Long-term liabilities

   (36   (92
  

 

   

 

 

Total purchase price

  $507   $1,456 
  

 

   

 

 

The goodwill recorded of $351 millionapproximately $1.1 billion is primarily attributable to expected benefits from synergies of the combinations with the existing FedEx Express businessbusinesses and other acquired entities.entities and the work force in place at GENCO. The portionmajority of the purchase price allocated to goodwill is not deductible for U.S. income tax purposes. The intangible assets acquired consist primarily of customer-related intangible assets, which will be amortized on an accelerated basis over their averagean estimated useful liveslife of nine years, with15 years.

In 2014, we expanded the majorityinternational service offerings of the amortization recognized during the first five years.

- 97 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On June 20, 2013, we signed agreements to acquireFedEx Express by completing our acquisition of the businesses operated by our currentprevious service provider, Supaswift (Pty) Ltd., in fiveseven countries in Southern Africa. The acquisition will be funded withAfrica, for $36 million in cash from operations and is expected to be completed in the second half of 2014, subject to customary closing conditions.operations. The financial results of the acquired businesses will be included in the FedEx Express segment from the date of acquisition and will be immaterial to our 2014 results.

In 2012, we completed our acquisition of Servicios Nacionales Mupa, S.A. de C.V. (MultiPack), a Mexican domestic express package delivery company, for $128 million in cash from operations on July 25, 2011. In 2011, FedEx Express completed the acquisition of the Indian logistics, distribution and express businesses of AFL Pvt. Ltd. and its affiliate Unifreight India Pvt. Ltd. for $96 million in cash from operations on February 22, 2011. The financial results of these acquired businesses are included in the FedEx Express segment from thetheir respective date of acquisitionacquisition.

In 2013, we completed our acquisitions of Rapidão Cometa Logística e Transporte S.A., a Brazilian transportation and logistics company, for $398 million; TATEX, a French express transportation company, for $55 million; and Opek Sp. z o.o., a Polish domestic express package delivery company, for $54 million. The financial results of these businesses are included in the FedEx Express segment from their respective date of acquisition.

The financial results of these acquired businesses were not material, individually or in the aggregate, to our results of operations or financial condition and therefore, pro forma financial information has not been presented. Substantially all of the purchase price was allocated to goodwill, which was entirely attributed to our FedEx Express reporting unit.

- 105 -


NOTE 4: GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL. The carrying amount of goodwill attributable to each reportable operating segment and changes therein are as follows (in millions):

 

 FedEx Express
Segment
 FedEx Ground
Segment
 FedEx Freight
Segment
 FedEx Services
Segment
 Total   FedEx Express
Segment
 FedEx Ground
Segment
   FedEx Freight
Segment
 FedEx Services
Segment
 Total 

Goodwill at May 31, 2011

 $        1,272  $        90  $        735  $        1,539  $            3,636 

Goodwill at May 31, 2013

  $        1,715  $        90   $        735  $        1,525  $          4,065 

Accumulated impairment charges

         (133  (1,177  (1,310          (133  (1,177  (1,310
 

 

  

 

  

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

 

Balance as of May 31, 2011

  1,272   90   602   362   2,326 

Balance as of May 31, 2013

   1,715   90    602   348   2,755 

Goodwill acquired(1)

  104               104    24             24 

Purchase adjustments and other(2)

  (32          (11  (43   11             11 
 

 

  

 

  

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

 

Balance as of May 31, 2012

  1,344   90   602   351   2,387 

Goodwill acquired(3)

  351               351 

Balance as of May 31, 2014

   1,750   90    602   348   2,790 

Goodwill acquired(1)

   40   1,055    38      1,133 

Purchase adjustments and other(2)

  20           (3  17    (113            (113
 

 

  

 

  

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

 

Balance as of May 31, 2013

 $1,715  $90  $602  $348  $2,755 

Balance as of May 31, 2015

  $1,677  $1,145   $640  $348  $3,810 
 

 

  

 

  

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

 

Accumulated goodwill impairment charges as of May 31, 2013

 $   $   $(133 $(1,177 $(1,310

Accumulated goodwill impairment charges as of May 31, 2015

           $(133 $(1,177 $(1,310
 

 

  

 

  

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

 

 

(1) 

Goodwill acquired in 2012 relates to the acquisitions of transportation companies in Poland, France and Brazil in 2013, the acquisition of transportation companies in Southern Africa in 2014, and the Mexican domestic express package delivery company, Multipack.acquisition of e-commerce and supply chain solutions companies in 2015. See Note 3 for related disclosures.

 

(2) 

Primarily currency translation adjustments.

(3)

Goodwilladjustments and acquired in 2013 relatesgoodwill related to the acquisitions of transportation companies in Poland, France and Brazil. See Note 3 for related disclosures.immaterial acquisitions.

Our reporting units with significant recorded goodwill include our FedEx Express, FedEx Ground, FedEx Freight, and FedEx Office (reported in the FedEx Services segment) reporting units.and GENCO (reported in the FedEx Ground segment). We evaluated these reporting units for impairment during the fourth quarter of 2013.2015. The estimated fair value of each of these reporting units exceeded their carrying values in 20132015 and 2012,2014, and we do not believe that any of these reporting units were at risk as of May 31, 2013.2015.

OTHER INTANGIBLE ASSETS.The net book value of our other intangible assets was $72$207 million at May 31, 20132015 of which $164 million was related to GENCO, and $34$57 million at May 31, 2012.2014. Amortization expense for intangible assets was $21 million in 2015, $23 million in 2014 and $27 million in 2013, $18 million in 2012 and $32 million in 2011.2013. Estimated amortization expense is expected to be $30 million in 2016 and immaterial in 2014 and beyond.

 

- 98106 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5: SELECTED CURRENT LIABILITIES

The components of selected current liability captions at May 31 were as follows (in millions):

 

  May 31, 
  2013   2012   2015   2014 

Accrued Salaries and Employee Benefits

        

Salaries

  $489   $  280   $345   $267 

Employee benefits, including variable compensation

   615    803    507    434 

Compensated absences

   584    552    584    576 
  

 

   

 

   

 

   

 

 
  $1,688   $1,635   $1,436   $1,277 
  

 

   

 

   

 

   

 

 

Accrued Expenses

        

Self-insurance accruals

  $796   $678   $865   $811 

Taxes other than income taxes

   368    386    328    339 

Other

   768    645    1,243    913 
  

 

   

 

   

 

   

 

 
  $  1,932   $  1,709   $  2,436   $  2,063 
  

 

   

 

   

 

   

 

 

NOTE 6: LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS

The components of long-term debt (net of discounts), along with maturity dates for the years subsequent to May 31, 2013,2015, are as follows (in millions):

 

        May 31,         May 31, 
        2013   2012         2015   2014 

Senior unsecured debt:

Senior unsecured debt:

      

Senior unsecured debt:

      
Interest Rate %  Maturity             Maturity           

9.65

  2013    $   $300 

7.38

  2014     250    250 

8.00

  2019     750    750   2019    $750   $750 

2.625

  2023     499     

2.70

  2023     249     

3.875

  2043     493     

2.30

  2020     399     

2.625-2.70

  2023     749    748 

4.00

  2024     749    749 

3.20

  2025     699     

4.90

  2034     499    499 

3.90

  2035     498     

3.875-4.10

  2043     992    992 

5.10

  2044     749    749 

4.10

  2043     499       2045     646     

4.50

  2065     248     

7.60

  2098     239    239   2098     239    239 
      

 

   

 

       

 

   

 

 

Total senior unsecured debt

Total senior unsecured debt

   2,979    1,539 

Total senior unsecured debt

     7,217    4,726 

Capital lease obligations

Capital lease obligations

     11    128 

Capital lease obligations

     51    11 
      

 

   

 

       

 

   

 

 
       2,990    1,667        7,268    4,737 

Less current portion

Less current portion

     251    417 

Less current portion

     19    1 
      

 

   

 

       

 

   

 

 
      $  2,739   $  1,250       $    7,249   $    4,736 
      

 

   

 

       

 

   

 

 

Interest on our fixed-rate notes is paid semi-annually. Long-term debt, exclusive of capital leases, had estimated fair values of $3.2$7.4 billion at May 31, 20132015 and $2.0$5.0 billion at May 31, 2012.2014. The estimated fair values were determined based on quoted market prices and the current rates offered for debt with similar terms and maturities. The fair value of our long-term debt is classified as Level 2 within the fair value hierarchy. This classification is defined as a fair value determined using market-based inputs other than quoted prices that are observable for the liability, either directly or indirectly.

 

- 99107 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We have a shelf registration statement filed with the Securities and Exchange Commission that allows us to sell, in one or more future offerings, any combination of our unsecured debt securities and common stock.

In April 2013,January 2015, we issued $750 million$2.5 billion of senior unsecured debt under our current shelf registration statement, comprised of $250$400 million of 2.70%2.30% fixed-rate notes due in April 2023 andFebruary 2020, $700 million of 3.20% fixed-rate notes due in February 2025, $500 million of 3.90% fixed-rate notes due in February 2035, $650 million of 4.10% fixed-rate notes due in April 2043.February 2045, and $250 million of 4.50% fixed-rate notes due in February 2065. We utilized $1.4 billion of the net proceeds to fund our acquisition of GENCO and the remaining proceeds for working capital and general corporate purposes. In July 2012, we issued $1 billion of senior unsecured debt under a then current shelf registration statement, comprised of $500 million of 2.625% fixed-rate notes due in August 2022 and $500 million of 3.875% fixed-rate notes due in August 2042. We utilized the net proceeds for working capital and general corporate purposes.

During 2013, we made principal payments of $116 million related to capital lease obligations and repaid our $300 million 9.65% unsecured notes that matured in June 2012 using cash from operations.

A $1 billion revolving credit facility is available to finance our operations and other cash flow needs and to provide support for the issuance of commercial paper. On March 1, 2013, we entered into an amendment to ourThe revolving credit agreement to, among other things, extend its maturity date from April 26, 2016 toexpires in March 1, 2018. The agreement contains a financial covenant, which requires us to maintain a leverage ratio of adjusted debt (long-term debt, including the current portion of such debt, plus six times our last four fiscal quarters’ rentals and landing fees) to capital (adjusted debt plus total common stockholders’ investment) that does not exceed 70%. Our leverage ratio of adjusted debt to capital was 51%61% at May 31, 2013.2015. We believe the leverage ratio covenant is our only significant restrictive covenant in our revolving credit agreement. Our revolving credit agreement contains other customary covenants that do not, individually or in the aggregate, materially restrict the conduct of our business. We are in compliance with the leverage ratio covenant and all other covenants of our revolving credit agreement and do not expect the covenants to affect our operations, including our liquidity or expected funding needs. As of May 31, 2013,2015, no commercial paper was outstanding, and the entire $1 billion under the revolving credit facility was available for future borrowings.

We issue other financial instruments in the normal course of business to support our operations, including standby letters of credit and surety bonds. We had a total of $538$481 million in letters of credit outstanding at May 31, 2013,2015, with $128$182 million unused under our primary $500 million letter of credit facility, and $539$867 million in outstanding surety bonds placed by third-party insurance providers. These instruments are required under certain U.S. self-insurance programs and are also used in the normal course of international operations. The underlying liabilities insured by these instruments are reflected in our balance sheets, where applicable. Therefore, no additional liability is reflected for the letters of credit and surety bonds themselves.

NOTE 7: LEASES

We utilize certain aircraft, land, facilities, retail locations and equipment under capital and operating leases that expire at various dates through 2046. We leased 10% of our total aircraft fleet under operating leases as of May 31, 20132015 and 10% of our total aircraft fleet under capital and operating leases as of May 31, 2012.2014. A portion of our supplemental aircraft are leased by us under agreements that provide for cancellation upon 30 days’ notice. Our leased facilities include national, regional and metropolitan sorting facilities, retail facilities and administrative buildings.

Rent expense under operating leases for the years ended May 31 was as follows (in millions):

 

  2013   2012   2011   2015   2014   2013 

Minimum rentals

  $  2,061   $  2,018   $  2,025   $2,249   $2,154   $2,061 

Contingent rentals(1)

   192    210    193    194    197    192 
  

 

   

 

   

 

   

 

   

 

   

 

 
  $  2,253   $  2,228   $  2,218   $  2,443   $  2,351   $  2,253 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(1)

Contingent rentals are based on equipment usage.

 

- 100108 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A summary of future minimum lease payments under noncancelable operating leases with an initial or remaining term in excess of one year at May 31, 20132015 is as follows (in millions):

 

  Operating Leases   Operating Leases 
  Aircraft
and Related
Equipment
   Facilities
and Other
   Total
Operating
Leases
   Aircraft
and Related
Equipment
   Facilities
and Other
   Total
Operating
Leases
 

2014

  $462   $1,474   $1,936 

2015

   448    1,386    1,834 

2016

   453    1,183    1,636   $461   $1,667   $2,128 

2017

   391    1,298    1,689    400    1,841    2,241 

2018

   326    904    1,230    329    1,422    1,751 

2019

   273    1,238    1,511 

2020

   190    1,075    1,265 

Thereafter

   824    5,826    6,650    360    7,129    7,489 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $2,904   $12,071   $14,975   $2,013   $14,372   $16,385 
  

 

   

 

   

 

   

 

   

 

   

 

 

Property and equipment recorded under capital leases and future minimum lease payments under capital leases were immaterial at May 31, 2013.2015 and 2014. The weighted-average remaining lease term of all operating leases outstanding at May 31, 20132015 was approximately six years. 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.

FedEx Express makes payments under certain leveraged operating leases that are sufficient to pay principal and interest on certain pass-through certificates. The pass-through certificates are not direct obligations of, or guaranteed by, FedEx or FedEx Express.

We are the lessee in a series of operating leases covering a portion of our leased aircraft. The lessors are trusts established specifically to purchase, finance and lease aircraft to us. These leasing entities meet the criteria for variable interest entities. We are not the primary beneficiary of the leasing entities, as the lease terms are consistent with market terms at the inception of the lease and do not include a residual value guarantee, fixed-price purchase option or similar feature that obligates us to absorb decreases in value or entitles us to participate in increases in the value of the aircraft. As such, we are not required to consolidate the entity as the primary beneficiary. Our maximum exposure under these leases is included in the summary of future minimum lease payments shown above.payments.

NOTE 8: PREFERRED STOCK

Our Certificate of Incorporation authorizes the Board of Directors, at its discretion, to issue up to 4,000,000 shares of preferred stock. The stock is issuable in series, which may vary as to certain rights and preferences, and has no par value. As of May 31, 2013,2015, none of these shares had been issued.

 

- 101109 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 9: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table provides changes in accumulated other comprehensive income (loss) (“AOCI”), net of tax, reported in our financial statements for the years ended May 31 (in millions)millions; amounts in parentheses indicate debits to AOCI):

 

  Foreign currency
translation adjustment
  Retirement plans
adjustments
  Accumulated other
comprehensive income
(loss)
 

Balance at May 31, 2010

 $31  $(2,471 $(2,440

Other comprehensive gain (loss)

  125   (235  (110
 

 

 

  

 

 

  

 

 

 

Balance at May 31, 2011

  156   (2,706  (2,550

Other comprehensive gain (loss)

  (95  (2,308  (2,403
 

 

 

  

 

 

  

 

 

 

Balance at May 31, 2012

  61   (5,014  (4,953

Other comprehensive gain (loss)

  41   1,092   1,133 
 

 

 

  

 

 

  

 

 

 

Balance at May 31, 2013

 $102  $(3,922 $(3,820
 

 

 

  

 

 

  

 

 

 
   2015  2014  2013 

Foreign currency translation gain (loss):

    

Balance at beginning of period

  $81  $106  $65 

Translation adjustments

   (334  (25  41 
  

 

 

  

 

 

  

 

 

 

Balance at end of period

   (253  81   106 
  

 

 

  

 

 

  

 

 

 

Retirement plans adjustments:

    

Balance at beginning of period

   425   501   564 

Prior service credit and other arising during period

   72   1    

Reclassifications from AOCI

   (72  (77  (63
  

 

 

  

 

 

  

 

 

 

Balance at end of period

   425   425   501 
  

 

 

  

 

 

  

 

 

 

Accumulated other comprehensive income at end of period

  $  172  $  506  $  607 
  

 

 

  

 

 

  

 

 

 

The following table presents details of the reclassifications from AOCI for the years ended May 31 (in millions; amounts in parentheses indicate debits to earnings):

   Amount Reclassified from
AOCI
  

Affected Line Item in the

Income Statement

   2015  2014  2013   

Retirement plans:

     

Amortization of prior service credits

  $115  $115  $114  Salaries and employee benefits
  

 

 

  

 

 

  

 

 

  

Total before tax

   115   115   114  

Income tax expense

   (43  (38  (51 Provision for income taxes
  

 

 

  

 

 

  

 

 

  

AOCI reclassifications, net of tax

  $72  $77  $63  Net income
  

 

 

  

 

 

  

 

 

  

NOTE 10: STOCK-BASED COMPENSATION

Our total stock-based compensation expense for the years ended May 31 was as follows (in millions):

 

     2013       2012       2011   

Stock-based compensation expense

  $                109   $                105   $                98 
   2015   2014   2013 

Stock-based compensation expense

  $                133   $                117   $                109 

We have two types of equity-based compensation: stock options and restricted stock.

STOCK OPTIONS. Under the provisions of our incentive stock plans, key employees and non-employee directors may be granted options to purchase shares of our common stock at a price not less than its fair market value on the date of grant. Vesting requirements are determined at the discretion of the Compensation Committee of our Board of Directors. Option-vesting periods range from one to four years, with 83% of our options vesting ratably over four years. Compensation expense associated with these awards is recognized on a straight-line basis over the requisite service period of the award.

RESTRICTED STOCK.STOCK. Under the terms of our incentive stock plans, restricted shares of our common stock are awarded to key employees. All restrictions on the shares expire ratably over a four-year period. Shares are valued at the market price on the date of

- 110 -


award. The terms of our restricted stock provide for continued vesting subsequent to the employee’s retirement. Compensation expense associated with these awards is recognized on a straight-line basis over the shorter of the remaining service or vesting period.

VALUATION AND ASSUMPTIONS. We use the Black-Scholes option pricing model to calculate the fair value of stock options. The value of restricted stock awards is based on the stock price of the award on the grant date. We record stock-based compensation expense in the “Salaries and employee benefits” caption in the accompanying consolidated statements of income.

- 102 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The key assumptions for the Black-Scholes valuation method include the expected life of the option, stock price volatility, a risk-free interest rate and dividend yield. Following is a table of the weighted-average Black-Scholes value of our stock option grants, the intrinsic value of options exercised (in millions), and the key weighted-average assumptions used in the valuation calculations for the options granted during the years ended May 31, and then a discussion of our methodology for developing each of the assumptions used in the valuation model:

 

  2013 2012 2011   2015 2014 2013 

Weighted-average Black-Scholes value

  $29.20  $29.92  $28.12   $53.33  $35.79  $29.20 

Intrinsic value of options exercised

  $107  $67  $80   $253  $347  $107 

Black-Scholes Assumptions:

        

Expected lives

   6.1 years    6.0 years    5.9 years     6.3 years    6.2 years    6.1 years  

Expected volatility

   35  34  34   34  35  35

Risk-free interest rate

   0.94  1.79  2.36   2.02  1.47  0.94

Dividend yield

   0.609  0.563  0.558   0.448  0.561  0.609

The expected life represents an estimate of the period of time options are expected to remain outstanding, and we examine actual stock option exercises to determine the expected life of the options. Options granted have a maximum term of 10 years. Expected volatilities are based on the actual changes in the market value of our stock and are calculated using daily market value changes from the date of grant over a past period equal to the expected life of the options. The risk-free interest rate is the U.S. Treasury Strip rate posted at the date of grant having a term equal to the expected life of the option. The expected dividend yield is the annual rate of dividends per share over the exercise price of the option.

The following table summarizes information about stock option activity for the year ended May 31, 2013:2015:

 

  Stock Options   Stock Options 
  Shares Weighted-
Average
Exercise
Price
   Weighted-
Average
Remaining
Contractual
Term
   Aggregate
Intrinsic Value
(in millions)
(1)
   Shares Weighted-
Average
Exercise
Price
   Weighted-
Average
Remaining
Contractual
Term
   Aggregate
Intrinsic Value
(in millions)
(1)
 

Outstanding at June 1, 2012

   21,031,538  $84.39     

Outstanding at June 1, 2014

   15,634,856  $91.71     
  

 

        

 

      

Granted

   2,547,290   88.08        2,445,146   150.32     

Exercised

   (3,979,359  70.41        (3,516,512  91.18     

Forfeited

   (464,035  91.44        (341,666  107.62     
  

 

        

 

      

Outstanding at May 31, 2013

   19,135,434  $87.62    5.5 years    $229 

Outstanding at May 31, 2015

   14,221,824  $101.54    6.1   $1,031  
  

 

    

 

     

 

    

 

   

Exercisable

   12,447,517  $90.23    4.2 years    $137    7,994,368  $89.19    4.5   $678  
  

 

    

 

     

 

    

 

   

Expected to vest

   6,288,642  $82.77    8.1 years    $87    5,853,809  $117.39    8.2   $331  
  

 

    

 

     

 

    

 

   

Available for future grants

   6,482,410         13,157,142      
  

 

        

 

      

 

(1) 

Only presented for options with market value at May 31, 20132015 in excess of the exercise price of the option.

- 111 -


The options granted during the year ended May 31, 20132015 are primarily related to our principal annual stock option grant in June 2012.

- 103 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2014.

The following table summarizes information about vested and unvested restricted stock for the year ended May 31, 2013:2015:

 

  Restricted Stock   Restricted Stock 
  Shares Weighted-
Average
Grant Date
Fair Value
   Shares Weighted-
Average
Grant Date
Fair Value
 

Unvested at June 1, 2012

   589,872  $76.79 

Unvested at June 1, 2014

   480,157  $91.46 
  

 

    

 

  

Granted

   220,391   85.45    154,115   148.89 

Vested

   (253,423  75.46    (192,920  88.33 

Forfeited

   (27,506  80.13    (2,310  116.12 
  

 

    

 

  

Unvested at May 31, 2013

   529,334  $80.86 

Unvested at May 31, 2015

   439,042  $112.87 
  

 

    

 

  

During the year ended May 31, 2012,2014, there were 214,435191,964 shares of restricted stock granted with a weighted-average fair value of $88.95.$100.80. During the year ended May 31, 2011,2013, there were 235,998220,391 shares of restricted stock granted with a weighted-average fair value of $78.74.$85.45.

The following table summarizes information about stock option vesting during the years ended May 31:

 

   Stock Options 
   Vested during
the year
   Fair value
(in millions)
 

2013

   2,824,757   $81 

2012

   2,807,809    70 

2011

   2,721,602    67 
   Stock Options 
   Vested during
the year
   Fair value
(in millions)
 

2015

   2,611,524   $83 

2014

   2,408,179    65 

2013

   2,824,757    81 

As of May 31, 2013,2015, there was $133$183 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation arrangements. This compensation expense is expected to be recognized on a straight-line basis over the remaining weighted-average vesting period of approximately two years.

Total shares outstanding or available for grant related to equity compensation at May 31, 20132015 represented 8%9% of the total outstanding common and equity compensation shares and equity compensation shares available for grant.

 

- 104112 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 11: COMPUTATION OF EARNINGS PER SHARE

The calculation of basic and diluted earnings per common share for the years ended May 31 was as follows (in millions, except per share amounts):

 

  2013   2012   2011   2015   2014   2013 

Basic earnings per common share:

            

Net earnings allocable to common shares(1)

  $      1,558   $      2,029   $      1,449   $      1,048   $      2,320   $      2,711 

Weighted-average common shares

   315    315    315    283    307    315 
  

 

   

 

   

 

   

 

   

 

   

 

 

Basic earnings per common share

  $4.95   $6.44   $4.61   $3.70   $7.56   $8.61 
  

 

   

 

   

 

   

 

   

 

   

 

 

Diluted earnings per common share:

            

Net earnings allocable to common shares(1)

  $1,558   $2,029   $1,449   $1,048   $2,320   $2,711 
  

 

   

 

   

 

   

 

   

 

   

 

 

Weighted-average common shares

   315    315    315    283    307    315 

Dilutive effect of share-based awards

   2    2    2    4    3    2 
  

 

   

 

   

 

   

 

   

 

   

 

 

Weighted-average diluted shares

   317    317    317    287    310    317 

Diluted earnings per common share

  $4.91   $6.41   $4.57   $3.65   $7.48   $8.55 
  

 

   

 

   

 

   

 

   

 

   

 

 

Anti-dilutive options excluded from diluted earnings per common share

   11.1    12.6    9.3    2.1    3.3    11.1 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(1) 

Net earnings available to participating securities were immaterial in all periods presented.

NOTE 12: INCOME TAXES

The components of the provision for income taxes for the years ended May 31 were as follows (in millions):

 

        2013              2012              2011       

Current provision (benefit)

   

Domestic:

   

Federal

 $512  $(120 $79 

State and local

  86   80   48 

Foreign

  170   181   198 
 

 

 

  

 

 

  

 

 

 
  768   141   325 
 

 

 

  

 

 

  

 

 

 

Deferred provision (benefit)

   

Domestic:

   

Federal

  175   947   485 

State and local

  (7  21   12 

Foreign

  (42     (9
 

 

 

  

 

 

  

 

 

 
  126   968   488 
 

 

 

  

 

 

  

 

 

 
 $    894  $    1,109  $    813 
 

 

 

  

 

 

  

 

 

 

Our current federal income tax expenses in 2013, 2012 and 2011 were significantly reduced by accelerated depreciation deductions we claimed under provisions of the American Taxpayer Relief Act of 2013 and the Tax Relief and the Small Business Jobs Acts of 2010. Those Acts, designed to stimulate new business investment in the U.S., accelerated our depreciation deductions for new qualifying investments, such as our Boeing 777 Freighter (“B777F”) aircraft. These were timing benefits only, in that depreciation accelerated into an earlier year is foregone in later years. Our 2013 current provision for federal income taxes was, therefore, higher than in 2012 and 2011.

- 105 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     2015      2014       2013   

Current provision (benefit)

     

Domestic:

     

Federal

  $795  $624   $512 

State and local

   102   56    86 

Foreign

   214   194    170 
  

 

 

  

 

 

   

 

 

 
   1,111   874    768 
  

 

 

  

 

 

   

 

 

 

Deferred provision (benefit)

     

Domestic:

     

Federal

   (474  360    802 

State and local

   (47  82    93 

Foreign

   (13  18    (41
  

 

 

  

 

 

   

 

 

 
   (534  460    854 
  

 

 

  

 

 

   

 

 

 
  $577  $1,334   $1,622 
  

 

 

  

 

 

   

 

 

 

Pre-tax earnings (loss) earnings of foreign operations for 2015, 2014 and 2013 2012 and 2011 were $(55)$773 million, $358$412 million and $472$(55) million, respectively. These amounts represent only a portion of total results associated with international shipments and accordingly, do not represent our international or domestic results of operations.

- 113 -


A reconciliation of total income tax expense (benefit) and the amount computed by applying the statutory federal income tax rate (35%) to the effective income tax ratebefore taxes for the years ended May 31 wasis as follows:follows (in millions):

 

   2013  2012  2011 

Statutory U.S. income tax rate

   35.0  35.0  35.0

Increase (decrease) resulting from:

    

State and local income taxes, net of federal benefit

   2.1   2.1   1.7 

Other, net

   (0.7  (1.8  (0.8
  

 

 

  

 

 

  

 

 

 

Effective tax rate

                   36.4                  35.3                  35.9
  

 

 

  

 

 

  

 

 

 

Our 2012 rate was favorably impacted by the conclusion of the IRS audit of our 2007-2009 consolidated income tax returns.

   2015  2014  2013 

Taxes computed at federal statutory rate

  $569  $1,280  $1,518 

Increases (decreases) in income tax from:

    

State and local income taxes, net of federal benefit

   36   90   117 

Foreign operations

   (43  (38  (21

Other, net

   15   2   8 
  

 

 

  

 

 

  

 

 

 
  $577  $1,334  $1,622 
  

 

 

  

 

 

  

 

 

 

Effective Tax Rate

           35.5          36.5          37.4
  

 

 

  

 

 

  

 

 

 

The significant components of deferred tax assets and liabilities as of May 31 were as follows (in millions):

 

  2013   2012   2015   2014 
  Deferred Tax
Assets
 Deferred Tax
Liabilities
   Deferred Tax
Assets
 Deferred Tax
Liabilities
   Deferred Tax
Assets
 Deferred Tax
Liabilities
   Deferred Tax
Assets
 Deferred Tax
Liabilities
 

Property, equipment, leases and intangibles

  $157  $3,676   $248  $3,436   $93  $3,872   $120  $3,730 

Employee benefits

   1,771   11    2,300   11    2,029   13    1,464   11 

Self-insurance accruals

   533       495       607       555    

Other

   251   238    338   271    477   414    368   366 

Net operating loss/credit carryforwards

   298       179       326       333    

Valuation allowances

   (204      (145      (224      (245   
  

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

 
  $2,806  $3,925   $3,415  $3,718   $3,308  $4,299   $2,595  $4,107 
  

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

 

The net deferred tax liabilities as of May 31 have been classified in the balance sheets as follows (in millions):

 

     2013      2012   

Current deferred tax asset

  $            533  $            533 

Noncurrent deferred tax liability

   (1,652  (836
  

 

 

  

 

 

 
  $(1,119 $(303
  

 

 

  

 

 

 
     2015         2014   

Current deferred tax assets

  $606     $522 

Noncurrent deferred tax assets(1)

   150      80 

Noncurrent deferred tax liabilities

    (1,747     (2,114
  

 

 

     

 

 

 
  $(991    $   (1,512
  

 

 

     

 

 

 

(1)

Noncurrent deferred tax assets are included in the line item Other Assets in our Consolidated Balance Sheet.

We have $940$968 million of net operating loss carryovers in various foreign jurisdictions and $500$589 million of state operating loss carryovers. The valuation allowances primarily represent amounts reserved for operating loss and tax credit carryforwards, which expire over varying periods starting in 2014.2016. As a result of this and other factors, we believe that a substantial portion of these deferred tax assets may not be realized. We establish valuation allowances if it is not likely we will realize our deferred income tax assets. In making this determination, we consider all available positive and negative evidence and make certain assumptions. We consider, among other things, our future projections of sustained profitability, deferred income tax liabilities, the overall business environment, our historical financial results and potential current and future tax planning strategies. If we were to identify and

- 114 -


implement tax planning strategies to recover these deferred tax assets or generate sufficient income of the appropriate character in these jurisdictions in the future, it could lead to the reversal of these valuation allowances and a reduction of income tax expense. We believe that we will generate sufficient future taxable income to realize the tax benefits related to the remaining net deferred tax assets in our consolidated balance sheets.

Permanently reinvested earnings of our foreign subsidiaries amounted to $1.3$1.9 billion at the end of 20132015 and $1$1.6 billion at the end of 2012.2014. We have not recognized deferred taxes for U.S. federal income tax purposes on those earnings. In 2013,2015, our permanent reinvestment strategy with respect to unremitted earnings of our foreign subsidiaries provided a 1.2%an approximate $48 million benefit to our effective tax rate.provision for income taxes. Were the earnings to be distributed, in the form of dividends or otherwise, these earnings could be subject to U.S. federal income tax and non-U.S. withholding taxes. Unrecognized foreign tax credits potentially could be available to reduce a portion of any

- 106 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

U.S. tax liability. Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable due to uncertainties related to the timing and source of any potential distribution of such funds, along with other important factors such as the amount of associated foreign tax credits. Cash in offshore jurisdictions associated with our permanent reinvestment strategy totaled $420$478 million at the end of 20132015 and $410$471 million at the end of 2012.2014.

In 2013, more than 85%2015, approximately 75% of our total enterprise-wide income was earned in U.S. companies of FedEx that are taxable in the United States.States, a reduction from 2014 due to our adoption of MTM accounting. As a U.S. airline, our FedEx Express unit is required by Federal Aviation Administration and other rules to conduct its air operations, domestic and international, through a U.S. company. However, we serve more than 220 countries and territories around the world, and are required to establish legal entities in many of them. Most of our entities in those countries are operating entities, engaged in picking up and delivering packages and performing other transportation services. In the meantime, weWe are continually expanding our global network to meet our customers’ needs, which requires increasing investment outside the U.S. We typically use cash generated overseas to fund these investments and have a foreign holding company which manages our investments in several foreign operating companies, including new acquisitions made in 2013 in Poland, France and Brazil.companies.

We are subject to taxation in the U.S. and various U.S. state, local and foreign jurisdictions. We areThe IRS is currently under examination by the IRS for the 2010examining our 2012 and 20112013 tax years.returns. 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.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):

 

    2013     2012     2011       2015     2014     2013   

Balance at beginning of year

  $51  $69  $82   $38  $47  $51 

Increases for tax positions taken in the current year

   1   2   2    1   1   1 

Increases for tax positions taken in prior years

   3   4   6    6   3   3 

Decreases for tax positions taken in prior years

   (3  (35  (10   (2  (3  (3

Settlements

   (9  (3  (11   (2  (6  (9

Increases due to acquisitions

   4   15             4 

Decrease from lapse of statute of limitations

   (2            (3  (2

Changes due to currency translation

   2   (1      (5  (1  2 
  

 

  

 

  

 

   

 

  

 

  

 

 

Balance at end of year

  $47  $51  $69   $36  $38  $47 
  

 

  

 

  

 

   

 

  

 

  

 

 

Our liabilities recorded for uncertain tax positions include $42$31 million at May 31, 20132015 and $47$33 million at May 31, 20122014 associated with positions that if favorably resolved would provide a benefit to our effective tax rate. We classify interest related to income tax liabilities as interest expense and, if applicable, penalties are recognized as a component of income tax expense. The balance of accrued interest and penalties was $29$19 million on both May 31, 20132015 and May 31, 2012.2014. Total interest and penalties included in our consolidated statements of income are immaterial.

- 115 -


It is difficult to predict the ultimate outcome or the timing of resolution for tax positions. Changes may result from the conclusion of ongoing audits, appeals or litigation in state, local, federal and foreign tax jurisdictions, or from the resolution of various proceedings between the U.S. and foreign tax authorities. Our liability for uncertain tax positions includes no matters that are individually or collectively material to us. It is reasonably possible that the amount of the benefit with respect to certain of our unrecognized tax positions will increase or decrease within the next 12 months, but an estimate of the range of the reasonably possible changes cannot be made. However, we do not expect that the resolution of any of our uncertain tax positions will be material.have a material effect on us.

- 107 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13: RETIREMENT PLANS

We sponsor programs that provide retirement benefits to most of our employees. These programs include defined benefit pension plans, defined contribution plans and postretirement healthcare plans. The accounting for pension and postretirement healthcare plans includes numerous assumptions, such as: discount rates; expected long-term investment returns on plan assets; future salary increases; employee turnover; mortality; and retirement ages. These assumptions most significantly impact

During the fourth quarter of 2015, we adopted mark-to-market accounting for the recognition of our U.S. Pension Plans.actuarial gains and losses related to our defined benefit pension and postretirement healthcare plans as described in Note 1.

The accounting guidance related to postretirement benefits requires recognition in the balance sheet of the funded status of defined benefit pension and other postretirement benefit plans, and the recognition in accumulated other comprehensive income (“AOCI”)either expense or AOCI of unrecognized gains or losses and prior service costs or credits. The funded status is measured as the difference between the fair value of the plan’s assets and the projected benefit obligation (“PBO”) of the plan. We recorded an increase to equity of $861 million (net of tax) at May 31, 2013, and a decrease to equity of $2.4 billion (net of tax) at May 31, 2012, attributable to our plans.

A summary of our retirement plans costs over the past three years is as follows, as well as the amounts associated with each component of the pre-tax mark-to-market loss (gain) (in millions):

 

     2013       2012       2011   

U.S. domestic and international pension plans

  $679   $524   $543 

U.S. domestic and international defined contribution plans

   354    338    257 

U.S. domestic and international postretirement healthcare plans

   78    70    60 
  

 

 

   

 

 

   

 

 

 
  $1,111   $932   $860 
  

 

 

   

 

 

   

 

 

 
     2015      2014       2013   

Defined benefit pension plans

  $(41 $99   $163 

Defined contribution plans

   385   363    354 

Postretirement healthcare plans

   81   78    78 

Retirement plans mark-to-market adjustment

   2,190   15    (1,368
  

 

 

  

 

 

   

 

 

 
  $2,615  $555   $(773
  

 

 

  

 

 

   

 

 

 

Total retirementThe components of the pre-tax mark-to-market losses (gains) are as follows, in millions:

Discount rate changes

  $791  $705  $(1,076

Actual versus expected return on assets

   (35  (1,013  (696

Demographic assumption changes

   1,434   323   404 
  

 

 

  

 

 

  

 

 

 

Total mark-to-market loss (gain)

  $  2,190  $15  $  (1,368
  

 

 

  

 

 

  

 

 

 

2015

The implementation of new U.S. mortality tables in 2015 resulted in an increased participant life expectancy assumption, which increased the overall projected benefit obligation by $1.2 billion. The weighted average discount rate for all of our pension and postretirement healthcare plans costs in 2013 were higher than 2012declined from 4.57% at May 31, 2014 to 4.38% at May 31, 2015.

2014

The actual rate of return on our U.S. Pension Plan assets of 13.3% exceeded our expected return of 7.75% primarily due to the negative impact of a significantly lowerfavorable investment environment for global equity markets. The weighted average discount rate for all of our pension and postretirement healthcare plans decreased from 4.76% at May 31, 2013 to 4.57% at May 31, 2014.

- 116 -


2013

The weighted average discount rate for all of our pension and postretirement healthcare plans increased from 4.44% at May 31, 2012 measurement date. Total retirement plans cost increased in 2012to 4.76% at May 31, 2013. The actual rate of return on our U.S. Pension Plan assets of 12.1% exceeded our expected return of 8.0% primarily due to higher expensesa favorable investment environment for our 401(k) plans due to the full restoration of company matching contributions on January 1, 2011.global equity and credit markets.

PENSION PLANS. Our largest pension plan covers certain U.S. employees age 21 and over, with at least one year of service. Pension benefits for most employees are accrued under a cash balance formula we call the Portable Pension Account. Under the Portable Pension Account, the retirement benefit is expressed as a dollar amount in a notional account that grows with annual credits based on pay, age and years of credited service, and interest on the notional account balance. The Portable Pension Account benefit is payable as a lump sum or an annuity at retirement at the election of the employee. The plan interest credit rate varies from year to year based on a U.S. Treasury index and corporate bond rates.index. Prior to 2009, certain employees earned benefits using a traditional pension formula (based on average earnings and years of service). Benefits under this formula were capped on May 31, 2008 for most employees. 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. The international defined benefit pension plans provide benefits primarily based on final earnings and years of service and are funded in compliance with local laws and practices.

POSTRETIREMENT HEALTHCARE PLANS. Certain of our subsidiaries offer medical, dental and vision coverage to eligible U.S. retirees and their eligible dependents. U.S. employees covered by the principal plan become eligible for these benefits at age 55 and older, if they have permanent, continuous service of at least 10 years after attainment of age 45 if hired prior to January 1, 1988, or at least 20 years after attainment of age 35 if hired on or after January 1, 1988. Postretirement healthcare benefits are capped at 150% of the 1993 per capita projected employer cost, which has been reached and, therefore, these benefits are not subject to additional future inflation.

PENSION PLAN ASSUMPTIONS. Our pension cost is materially affected by the discount rate used to measure pension obligations, the level of plan assets available to fund those obligations and the expected long-term rate of return on plan assets.

- 108 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We use a measurement date of May 31 for our pension and postretirement healthcare plans. Management reviews the assumptions used to measure pension costs on an annual basis. Economic and market conditions at the measurement date impact these assumptions from year to year. Actuarial gains or losses are generated for changes in assumptions and to the extent that actual results differ from those assumed. These actuarial gains and losses are amortized over the remaining average service lives of our active employees if they exceedimmediately recognized and expensed in a corridor amount in the aggregate. Additional information about our pension plans can be found in the Critical Accounting Estimates section of Management’s Discussion and Analysis of Results of Operations and Financial Condition (“MD&A”) in this Annual Report on Form 10-K (“Annual Report”).fourth quarter mark-to-market adjustment.

Weighted-average actuarial assumptions for our primary U.S. retirement plans, which represent substantially all of our PBO and accumulated postretirement benefit obligation (“APBO”), are as follows:

 

                                                                              
  Pension Plans Postretirement Healthcare Plans   Pension Plans Postretirement Healthcare Plans 
    2013     2012     2011     2013     2012     2011       2015     2014     2013     2015     2014     2013   

Discount rate used to determine benefit obligation

   4.79  4.44  5.76  4.91  4.55  5.67   4.42  4.60  4.79  4.60  4.70  4.91

Discount rate used to determine net periodic benefit cost

   4.44   5.76   6.37   4.55   5.67   6.11    4.60   4.79   4.44   4.70   4.91   4.55 

Rate of increase in future compensation levels used to determine benefit obligation

   4.54   4.62   4.58             4.62   4.56   4.54          

Rate of increase in future compensation levels used to determine net periodic benefit cost

   4.62   4.58   4.63             4.56   4.54   4.62          

Expected long-term rate of return on assets

   8.00   8.00   8.00          

Expected long-term rate of return on assets - Consolidated

   7.75   7.75   8.00          

Expected long-term rate of return on assets - Segment Reporting

   6.50   6.50   6.50          

- 117 -


The estimatedexpected average rate of return on plan assets is the expected future long-term rate of earnings on plan assets and is a forward-looking assumption that materially affects our pension cost. Establishing the expected future rate of investment return on our pension assets is a judgmental matter. We review the expected long-term rate of return on an annual basis and revise it as appropriate. Management considers the following factors in determining this assumption:

 

the duration of our pension plan liabilities, which drives the investment strategy we can employ with our pension plan assets;

 

the types of investment classes in which we invest our pension plan assets and the expected compound geometric return we can reasonably expect those investment classes to earn over time; and

 

the investment returns we can reasonably expect our investment management program to achieve in excess of the returns we could expect if investments were made strictly in indexed funds.

Our consolidated expected long-term rate of return on plan assets was 7.75% in 2015 and 2014 and 8% for 2013, 2012 and 2011.in 2013. Our actual return in each of the past three years exceeded that amountthose amounts for our principal U.S. domestic pension plan. For the 15-year period ended May 31, 2013,However, for 2016, we have lowered our actual returns were 6.9%. For 2014, we plan to lower our expected return on plan assetsEROA assumption for long-term returns on plan assets to 7.75%6.50% as we continue to refineimplement our asset and liability management strategy. In lowering this assumption we considered our historical returns, our current capital markets outlook and our investment strategy for our plan assets, including the impactsimpact of the long duration of our plan liability and the relatively low annual drawliability.

Our actual return on plan assets on that investment strategy.

Pension expense is also affected byhas contracted from 2014 as we have increased our asset allocation to lower yielding fixed income investments. For the accounting policy used to determine the value of plan assets at the measurement date. We use a calculated-value method to determine the value of plan assets, which helps mitigate short-term volatility in market performance (both increases and decreases) by amortizing certain actuarial gains or losses over a15-year period no longer than four years. Another method used in practice applies the market value of plan assets at the measurement date. For purposes of valuing plan assets for determining 2014 pension expense, the calculated value method resulted in the same value as the market value, as it did in 2013. For determining 2012 pension expense, we used the calculated value method which resulted in a portion of the asset gain in 2011 being deferred to future years becauseended May 31, 2015, our actual annual returns on plan assets significantly exceeded our assumptions.

- 109 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

were 6.70%.

The investment strategy for pension plan assets is to utilize a diversified mix of global public and private equity portfolios, together with fixed-income portfolios, to earn a long-term investment return that meets our pension plan obligations. Our pension plan assets are invested primarily in publicly tradeable securities, and our pension plans hold only a minimal investment in FedEx common stock that is entirely at the discretion of third-party pension fund investment managers. Our largest holding classes are U.S. Large Cap Equities, which is indexed to the S&P 500 Index, Corporate Fixed Income Securities and Government Fixed Income Securities.Securities (which are largely benchmarked against the Barclays Long Government/Long Corporate Index), and U.S. and International Large Cap Equities (which are mainly indexed to the S&P 500 Index and other global indices). Accordingly, we do not have any significant concentrations of risk. Active management strategies are utilized within the plan in an effort to realize investment returns in excess of market indices. As part of our strategy to manage pension costs and funded status volatility, we have transitioned to a liability-driven investment strategy to better align plan assets with liabilities. Our investment strategy also includes the limited use of derivative financial instruments on a discretionary basis to improve investment returns and manage exposure to market risk. In all cases, our investment managers are prohibited from using derivatives for speculative purposes and are not permitted to use derivatives to leverage a portfolio.

Following is a description of the valuation methodologies used for investments measured at fair value:

 

  

Cash and cash equivalents. These Level 1 investments include cash, cash equivalents and foreign currency valued using exchange rates. The Level 2 investments include commingled funds valued using the net asset value.

 

  

Domestic, international and internationalglobal equities. These Level 1 investments are valued at the closing price or last trade reported on the major market on which the individual securities are traded. The Level 2 investments are commingled funds valued using the net asset value.

 

  

Private equity. The valuation of these Level 3 investments requires significant judgment due to the absence of quoted market prices, the inherent lack of liquidity and the long-term nature of such assets.

- 118 -


Investments are valued based upon recommendations of our investment managers incorporating factors such as contributions and distributions, market transactions, market comparables and performance multiples.

 

  

Fixed income. We determine the fair value of these Level 2 corporate bonds, U.S. and non-U.S. government securities and other fixed income securities by using bid evaluation pricing models or quoted prices of securities with similar characteristics.

- 110 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The fair values of investments by level and asset category and the weighted-average asset allocations for our domestic pension plans at the measurement date are presented in the following table (in millions):

 

  Plan Assets at Measurement Date   Plan Assets at Measurement Date 
  2013   2015 

Asset Class

  Fair Value Actual % Target
Range %
 Quoted Prices in
Active Markets
Level 1
 Other Observable
Inputs

Level  2
   Unobservable
Inputs

Level 3
   Fair Value Actual % Target
Range %
 Quoted Prices in
Active Markets
Level 1
 Other Observable
Inputs

Level 2
 Unobservable
Inputs

Level 3
 

Cash and cash equivalents

  $456   2   0 - 5% $15  $441     $738   3  0 - 5 $36  $702  

Equities

    35 - 55         35 - 55     

U.S. large cap equity

   5,264   28    37   5,227      4,291   19    302   3,989  

International equities

   3,064   14    2,429   635  

Global equities

   2,579   11     2,579  

U.S. SMID cap equity

   1,741   9    1,741       979   4    979   

International equities

   2,271   12    1,904   367   

Private equities

   332   2      $332    226   1     $226 

Fixed income securities

    45 - 65         45 - 65     

Corporate

   4,972   26     4,972      6,455   28     6,455  

Government

   3,888   20     3,888      4,645   20     4,645  

Mortgage backed and other

   200   1     200      213   1     213  

Other

   (77      (83  6      (184  (1   (181  (3 
  

 

  

 

   

 

  

 

   

 

   

 

  

 

   

 

  

 

  

 

 
  $19,047   100  $3,614  $15,101   $332   $23,006   100  $3,565  $19,215  $226 
  

 

  

 

   

 

  

 

   

 

   

 

  

 

   

 

  

 

  

 

 
  2012   2014 

Asset Class

  Fair Value Actual % Target
    Range %     
 Quoted Prices in
Active Markets
Level 1
 Other Observable
Inputs

Level 2
   Unobservable
Inputs

Level 3
   Fair Value Actual % Target
Range %
 Quoted Prices in
Active Markets
Level 1
 Other Observable
Inputs

Level 2
 Unobservable
Inputs

Level 3
 

Cash and cash equivalents

  $618   4   0 - 3% $8  $610     $313   2  0 - 5 $55  $258  

Equities

    45 - 55         35- 55     

U.S. large cap equity

   4,248   25    9   4,239      5,196   24    55   5,141  

International equities

   2,652   12    2,206   446  

Global equities

   1,367   7     1,367  

U.S. SMID cap equity

   1,368   8    1,368       886   4    886   

International equities

   1,657   10    1,395   262   

Private equities

   402   2      $402    276   1     $276 

Fixed income securities

    45 - 55         45- 65     

Corporate

   4,565   27     4,565      5,758   27     5,758  

Government

   4,175   24     4,175      4,782   22     4,782  

Mortgage backed and other

   59        59      275   1     275  

Other

   (79      (85  6      (61       (61  
  

 

  

 

   

 

  

 

   

 

   

 

  

 

   

 

  

 

  

 

 
  $17,013   100  $2,695  $13,916   $402   $21,444   100  $3,141  $18,027  $276 
  

 

  

 

   

 

  

 

   

 

   

 

  

 

   

 

  

 

  

 

 

- 119 -


The change in fair value of Level 3 assets that use significant unobservable inputs is shown in the table below (in millions):

 

  2013 2012   2015 2014 

Balance at beginning of year

  $402  $403   $276  $332 

Actual return on plan assets:

      

Assets held during current year

   (29  3    (15  (17

Assets sold during the year

   55   38    43   53 

Purchases, sales and settlements

   (96  (42   (78  (92
  

 

  

 

   

 

  

 

 

Balance at end of the year

  $  332  $  402 

Balance at end of year

  $  226  $  276 
  

 

  

 

   

 

  

 

 

 

- 111120 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table provides a reconciliation of the changes in the pension and postretirement healthcare plans’ benefit obligations and fair value of assets over the two-year period ended May 31, 20132015 and a statement of the funded status as of May 31, 20132015 and 20122014 (in millions):

 

                                                                                            
 Pension Plans Postretirement Healthcare
Plans
  Pension Plans       Postretirement Healthcare      
Plans
 
 2013 2012 2013 2012         2015               2014        2015 2014 

Accumulated Benefit Obligation (“ABO”)

 $21,958  $21,556    $26,793  $23,805   
 

 

  

 

    

 

  

 

   

Changes in Projected Benefit Obligation (“PBO”) and Accumulated Postretirement Benefit Obligation (“APBO”)

        

PBO/APBO at the beginning of year

 $22,187  $17,372  $790  $648  $24,578  $22,600  $883  $828 

Service cost

  692   593   42   35   653   657   40   38 

Interest cost

  968   976   36   36   1,096   1,055   41   40 

Actuarial loss (gain)

  (652  3,789   (17  98 

Actuarial loss

  2,231   1,021   6   5 

Benefits paid

  (589  (502  (54  (51  (815  (801  (73  (62

Other

  (6  (41  31   24   (231  46   32   34 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

PBO/APBO at the end of year

 $22,600  $22,187  $828  $790  $27,512  $24,578  $929  $883 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Change in Plan Assets

        

Fair value of plan assets at the beginning of year

 $17,334  $15,841  $  $  $21,907  $19,433  $—    $—   

Actual return on plan assets

  2,081   1,235         1,718   2,509   —     —   

Company contributions

  615   780   27   27   746   727   37   28 

Benefits paid

  (589  (502  (54  (51  (815  (801  (73  (62

Other

  (8  (20  27   24   (51  39   36   34 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Fair value of plan assets at the end of year

 $19,433  $17,334  $  $  $23,505  $21,907  $—    $—   
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Funded Status of the Plans

 $(3,167 $(4,853 $(828 $(790 $(4,007 $(2,671 $(929 $(883
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Amount Recognized in the Balance Sheet at May 31:

        

Noncurrent asset

 $26   5   

Current pension, postretirement healthcare and other benefit obligations

 $(48 $(35 $(39 $(33  (34 $(41 $(42 $(41

Noncurrent pension, postretirement healthcare and other benefit obligations

  (3,119  (4,818  (789  (757  (3,999  (2,635  (887  (842
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net amount recognized

 $(3,167 $(4,853 $(828 $(790 $(4,007 $(2,671 $(929 $(883
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Amounts Recognized in AOCI and not yet reflected in Net Periodic Benefit Cost:

        

Net actuarial loss (gain)

 $6,993  $8,866  $(4 $13 

Prior service (credit) cost and other

  (781  (897  2   2  $(668 $(670 $  $1 
 

 

  

 

  

 

  

 

 

Total

 $6,212  $7,969  $(2 $15 
 

 

  

 

  

 

  

 

 

Amounts Recognized in AOCI and not yet reflected in Net Periodic Benefit Cost expected to be amortized in next year’s Net Periodic Benefit Cost:

        

Net actuarial loss (gain)

 $378  $516  $   $ 

Prior service credit and other

  (114  (114       $(121 $(115 $  $ 
 

 

  

 

  

 

  

 

 

Total

 $264  $402  $  $ 
 

 

  

 

  

 

  

 

 

 

- 112121 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Our pension plans included the following components at May 31 2013 and 2012 (in millions):

 

  PBO   Fair Value of
Plan Assets
   Funded Status   PBO   Fair Value of
Plan Assets
   Funded Status 

2013

      

2015

      

Qualified

  $  21,532   $19,047   $(2,485  $  26,365   $23,006   $(3,359

Nonqualified

   322        (322   271        (271

International Plans

   746    386    (360   876    499    (377
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $  22,600   $19,433   $(3,167  $27,512   $23,505   $(4,007
  

 

   

 

   

 

   

 

   

 

   

 

 

2012

      

2014

      

Qualified

  $  21,192   $17,013   $(4,179  $23,439   $21,444   $(1,995

Nonqualified

   355        (355   280        (280

International Plans

   640    321    (319   859    463    (396
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $  22,187   $17,334   $(4,853  $24,578   $21,907   $(2,671
  

 

   

 

   

 

   

 

   

 

   

 

 

The table above provides the PBO, fair value of plan assets and funded status of our pension plans on an aggregated basis. The following table presents our plans on a disaggregated basis to show those plans (as a group) whose assets did not exceed their liabilities. These plans are comprised of our unfunded nonqualified plans, certain international plans and our U.S. Pension Plans. At May 31, 2013 and 2012, theThe fair value of plan assets for pension plans with a PBO or ABO in excess of plan assets at May 31 were as follows (in millions):

 

  PBO Exceeds the Fair Value
of Plan Assets
   PBO Exceeds the Fair Value
of Plan Assets
 
        2013             2012               2015             2014       

Pension Benefits

      

Fair value of plan assets

  $19,433  $17,334   $23,099  $21,543 

PBO

   (22,600  (22,187   (27,132  (24,219
  

 

  

 

   

 

  

 

 

Net funded status

  $(3,167 $(4,853  $(4,033 $(2,676
  

 

  

 

   

 

  

 

 
  ABO Exceeds the Fair Value
of Plan Assets
   ABO Exceeds the Fair  Value
of Plan Assets
 
        2013             2012               2015             2014   

Pension Benefits

      

ABO(1)

  $(21,930 $(21,555  $(26,413 $(23,447

Fair value of plan assets

   19,404   17,333    23,099   21,542 

PBO

   (22,570  (22,185   (27,132  (24,218
  

 

  

 

   

 

  

 

 

Net funded status

  $(3,166 $(4,852  $(4,033 $(2,676
  

 

  

 

   

 

  

 

 

 

(1) 

ABO not used in determination of funded status.

 

- 113122 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Contributions to our U.S. Pension Plans for the years ended May 31 were as follows (in millions):

 

        2013             2012       
        2015               2014       

Required

  $560  $496   $388   $645 

Voluntary

      226    272    15 
  

 

  

 

   

 

   

 

 
  $560  $722   $660   $660 
  

 

  

 

   

 

   

 

 

For 2014,2016, we anticipate making required contributions to our U.S. Pension Plans totaling approximately $650 million.$660 million (approximately $500 million of which are required).

Net periodic benefit cost for the three years ended May 31 were as follows (in millions):

 

                                                                                                            
  Pension Plans  Postretirement Healthcare Plans 
    2013      2012      2011    2013  2012  2011 

Service cost

 $692  $593  $521  $42  $35  $31 

Interest cost

  968   976   900   36   36   34 

Expected return on plan assets

  (1,383  (1,240  (1,062         

Recognized actuarial losses (gains) and other

  402   195   184      (1  (5
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net periodic benefit cost

 $679  $524  $543  $78  $70  $60 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Pension costs in 2013 were higher than 2012 due to the negative impact of a significantly lower discount rate at our May 31, 2012 measurement date.

   Pension Plans        Postretirement Healthcare Plans        
       2015          2014          2013      2015   2014   2013 

Service cost

  $653  $657  $692  $40   $38   $42 

Interest cost

   1,096   1,055   968   41    40    36 

Expected return on plan assets

   (1,678  (1,495  (1,383           

Amortization of prior service credit

   (115  (115  (114       

Actuarial losses (gains) and other

   2,190   7   (1,350  6    5    (17
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Net periodic benefit cost

  $2,146  $109  $(1,187 $87   $83   $61 
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Amounts recognized in OCI for all plans for the years ended May 31 were as follows (in millions):

 

  2013  2012 
  Pension Plans  Postretirement
Healthcare Plans
  Pension Plans  Postretirement
Healthcare Plans
 
  Gross
Amount
  Net of Tax
Amount
  Gross
Amount
  Net of Tax
Amount
  Gross
Amount
  Net of Tax
Amount
  Gross
Amount
  Net of Tax
Amount
 

Net (gain) loss and other arising during period

 $(1,350 $(840 $(17 $(21 $3,777  $2,371  $97  $61 

Amortizations:

        

Prior services credit

  114   66         113   71       

Actuarial (losses) gains and other

  (516  (297        (311  (195  1    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total recognized in OCI

 $(1,752 $(1,071 $(17 $(21 $3,579  $2,247  $98  $61 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

- 114 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

   2015   2014 
   Pension Plans  Postretirement
Healthcare Plans
   Pension Plans  Postretirement
Healthcare Plans
 
   Gross
Amount
  Net of Tax
Amount
  Gross
Amount
  Net of Tax
Amount
   Gross
Amount
  Net of Tax
Amount
  Gross
Amount
   Net of Tax
Amount
 

Prior service cost arising during period

  $(113 $(72 $(1 $   $(1 $(1 $   $ 

Amortizations:

           

Prior services credit

   115   72          115   77        
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

 

Total recognized in OCI

  $2  $  $(1 $   $114  $76  $   $ 
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

 

Benefit payments, which reflect expected future service, are expected to be paid as follows for the years ending May 31 (millions):

 

  Pension Plans Postretirement
Healthcare Plans
   Pension Plans   Postretirement
Healthcare Plans
 

2014

  $821  $39 

2015

   956   42 

2016

   896   44   $913   $42 

2017

   961   45    998    42 

2018

   1,049   47    1,047    45 

2019-2023

   6,974   274 

2019

   1,147    46 

2020

   1,258    48 

2021-2025

   8,107    275 

- 123 -


These estimates are based on assumptions about future events. Actual benefit payments may vary significantly from these estimates.

Future medical benefit claims costs are estimated to increase at an annual rate of 7.7%7.3% during 2014, decreasing to an annual growth rate of 4.5% in 2029 and thereafter. Future dental benefit costs are estimated to increase at an annual rate of 6.9% during 2014,2016, decreasing to an annual growth rate of 4.5% in 2029 and thereafter. A 1% change in these annual trend rates would not have a significant impact on the APBO at May 31, 20132015 or 20132015 benefit expense because the level of these benefits is capped.

NOTE 14: BUSINESS SEGMENT INFORMATION

FedEx Express, FedEx Ground and FedEx Freight represent our major service lines and, along with FedEx Services, form the core of our reportable segments. Our reportable segments include the following businesses:

 

FedEx Express Segment  

FedEx Express (express transportation)

  

FedEx Trade Networks (air and ocean freight forwarding and customs brokerage)

  

FedEx SupplyChain Systems (logistics services)

Bongo (cross-border enablement technology and solutions)

FedEx Ground Segment

  

FedEx Ground (small-package ground delivery)

  

FedEx SmartPost (small-parcel consolidator)

GENCO (third-party logistics)

FedEx Freight Segment  

FedEx Freight (LTL freight transportation)

  

FedEx Custom Critical (time-critical transportation)

FedEx Services Segment  

FedEx Services (sales, marketing, information technology, communications and back-office functions)

  

FedEx TechConnect (customer service, technical support, billings and collections)

  

FedEx Office (document and business services and package acceptance)

FedEx Services Segment

The FedEx Services segment operates combined sales, marketing, administrative and information technology functions in shared services operations that support our transportation businesses and allow us to obtain synergies from the combination of these functions. For the international regions of FedEx Express, some of these functions are performed on a regional basis by FedEx Express and reported in the FedEx Express segment in their natural expense line items. The FedEx Services segment includes: FedEx Services, which provides sales, marketing, information technology, communications and certain back-office support to our other companies; FedEx TechConnect, which is responsible for customer service, technical support, billings and collections for U.S. customers of our major business units; and FedEx Office, which provides an array of document and business services and retail access to our customers for our package transportation businesses.

- 115 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The FedEx Services segment provides direct and indirect support to our transportation businesses, and we allocate all of the net operating costs of the FedEx Services segment (including the net operating results of FedEx Office) to reflect the full cost of operating our transportation businesses in the results of those segments. Within the FedEx Services segment allocation, the net operating results of FedEx Office, which are an immaterial component of our allocations, are allocated to FedEx Express and FedEx Ground. The allocations of net operating costs are based on metrics such as relative revenues or estimated services provided. We believe these allocations approximate the net cost of providing these functions. We review and evaluate the performance of our transportation segments based on operating income (inclusive of FedEx Services segment allocations). For the FedEx Services segment, performance is evaluated based on the impact of its total allocated net operating costs on our transportation segments.

The operating

- 124 -


Operating expenses line item “Intercompany charges” on the accompanying unaudited financial summariesfor each of our transportation segments in MD&A reflectsinclude the allocations from the FedEx Services segment to the respective transportation segments. The “Intercompany charges” captionThese allocations also includesinclude charges and credits for administrative services provided between operating companies and certain othercompanies. The allocations of net operating costs are based on metrics such as corporate management fees related torelative revenues or estimated services received for general corporate oversight, including executive officers and certain legal and finance functions.provided. We believe these allocations approximate the net cost of providing these functions and our allocation methodologies are refined periodically, as necessary, to reflect changes in our businesses.

During the fourth quarter of 2015, we changed our method of accounting for our defined benefit pension and postretirement healthcare plans to immediately recognize actuarial gains and losses resulting from the remeasurement of these plans in earnings in the fourth quarter of each fiscal year. In addition, for purposes of calculating the EROA, we will no longer use an averaging technique for the market-related value of plan assets but instead will use actual fair value of plan assets. This method of accounting is referred to as MTM accounting as described in Note 1. Our segment operating results follow internal management reporting, which is used for making operating decisions and assessing performance. Historically, net total benefit cost was allocated to each segment. We continue to record service cost, interest cost and EROA at the business segments. Annual recognition of actuarial gains and losses will be reflected in our segment results only at the corporate level. Additionally, although the actual asset returns are recognized in each fiscal year through a MTM adjustment, we continue to recognize an EROA in the determination of net pension cost. At the segment level, we have set our EROA at 6.5% for all periods presented, which will equal our consolidated EROA assumption for 2016. In fiscal years where the consolidated EROA is greater than 6.5%, that difference is reflected as a credit in “Corporate, eliminations and other.” We have adjusted prior-period segment information to conform to the current period’s presentation to ensure comparability of the segment results across all periods, including comparisons going forward in 2016.

In addition, in 2015, we ceased allocating to our transportation segments the costs associated with our corporate headquarters division. These costs included services related to general oversight functions, including executive officers and certain legal and finance functions. This change allows for additional transparency and improved management of our corporate oversight costs. These costs are included in “Corporate, eliminations and other” in our segment reporting and reconciliations. Prior year amounts have been revised to conform to the current year segment presentation. This change did not impact our condensed consolidated financial statements included in Note 21.

Other Intersegment Transactions

Certain FedEx operating companies provide transportation and related services for other FedEx companies outside their reportable segment. Billings for such services are based on negotiated rates, which we believe approximate fair value, and are reflected as revenues of the billing segment. These rates are adjusted from time to time based on market conditions. Such intersegment revenues and expenses are eliminated in our consolidated results and are not separately identified in the following segment information, because the amounts are not material.

 

- 116125 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table provides a reconciliation of reportable segment revenues, depreciation and amortization, operating income (loss) and segment assets to consolidated financial statement totals (in millions) for the years ended or as of May 31 (in millions):31:

 

   FedEx
Express
  Segment
(1)  
   FedEx
Ground
  Segment
(2)  
   FedEx
Freight
  Segment
(3)  
  FedEx
Services
  Segment  
   Other and
Eliminations
  Consolidated
Total
 

Revenues

          

2013

  $27,171   $10,578   $5,401  $1,580   $(443 $44,287 

2012

   26,515    9,573    5,282   1,671    (361  42,680 

2011

   24,581    8,485    4,911   1,684    (357  39,304 

Depreciation and amortization

          

2013

  $1,350   $434   $217  $384   $1  $2,386 

2012

   1,169    389    185   369    1   2,113 

2011

   1,059    337    205   371    1   1,973 

Operating income (loss)

          

2013

  $555   $1,788   $208  $    $   $2,551 

2012

   1,260    1,764    162            3,186 

2011

   1,228    1,325    (175           2,378 

Segment assets(4)

          

2013

  $18,935   $7,353   $2,953  $4,879   $(553 $33,567 

2012

   17,981    6,154    2,807   4,546    (1,585  29,903 

2011

   16,463    5,048    2,664   4,278    (1,068  27,385 
   FedEx
Express
  Segment
(1)  
   FedEx
Ground
  Segment
(2)  
   FedEx
Freight
  Segment
(3)  
   FedEx
Services
  Segment  
   Corporate,
eliminations
and other
(5)
  Consolidated
Total
 

Revenues

           

2015

   $  27,239     $  12,984     $  6,191     $  1,545     $     (506  $  47,453 

2014

   27,121     11,617     5,757     1,536     (464  45,567 

2013

   27,171     10,578     5,401     1,580     (443  44,287 

Depreciation and amortization

           

2015

   $    1,460     $       530     $     230     $     390     $          1    $    2,611 

2014

   1,488     468     231     399     1    2,587 

2013

   1,350     434     217     384     1    2,386 

Operating income

           

2015

   $    1,584     $    2,172     $     484     $       —     $  (2,373  $    1,867 

2014

   1,428     2,021     351          15    3,815 

2013

   929     1,859     246          1,400    4,434 

Segment assets(4)

           

2015

   $  20,759     $  11,764     $  3,530     $  5,357     $  (4,341  $  37,069 

2014

   19,901     8,466     3,216     5,186     (3,699  33,070 

2013

   18,935     7,353     2,953     4,879     (553  33,567 

 

(1)

FedEx Express segment 2015 operating income includes $276 million of impairment and related charges resulting from the decision to permanently retire and adjust the retirement schedule of certain aircraft and related engines. FedEx Express segment 2013 operating expenses includeincome includes $405 million of direct and allocated business realignment costs and an impairment charge of $100 million resulting from the decision to retire 10 aircraft and related engines. FedEx Express segment 2012 operating expenses include an impairment charge of $134 million resulting from the decision to retire 24 aircraft and related engines and a reversal of a $66 million legal reserve which was initially recorded in 2011.

 

(2)

FedEx Ground segment 2013 operating expenses includeincome includes $105 million of allocated business realignment costs.

 

(3)

FedEx Freight segment 2013 operating expenses includeincome includes $50 million in direct and allocated business realignment costs. FedEx Freight segment 2011 operating expenses include $133 million in costs associated with the combination of our FedEx Freight and FedEx National LTL operations, effective January 30, 2011.

 

(4)

Segment assets include intercompany receivables.

(5)

Operating income includes a loss of $2.2 billion in 2015, a loss of $15 million in 2014 and a gain of $1.4 billion in 2013 associated with our mark-to-market pension accounting. Operating income in 2015 also includes a $197 million charge in the fourth quarter to increase the legal reserve associated with the settlement of a legal matter at FedEx Ground to the amount of the settlement.

The following table provides a reconciliation of reportable segment capital expenditures to consolidated totals for the years ended May 31 (in millions):

 

   FedEx
Express
  Segment  
   FedEx
Ground
  Segment  
   FedEx
Freight
  Segment  
   FedEx
Services
  Segment  
     Other     Consolidated
Total
 

2013

  $2,067   $555   $326   $424   $3   $3,375 

2012

   2,689    536    340    437    5    4,007 

2011

   2,467    426    153    387    1    3,434 
   FedEx
Express
  Segment  
   FedEx
Ground
  Segment  
   FedEx
Freight
  Segment  
   FedEx
Services
  Segment  
     Other     Consolidated
Total
 

2015

  $2,380   $1,248   $337   $381   $1   $4,347 

2014

   1,994    850    325    363    1    3,533 

2013

   2,067    555    326    424    3    3,375 

 

- 117126 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents revenue by service type and geographic information for the years ended or as of May 31 (in millions):

REVENUE BY SERVICE TYPE

      2013         2012         2011           2015         2014         2013     

REVENUE BY SERVICE TYPE

    

FedEx Express segment:

        

Package:

        

U.S. overnight box

  $6,513  $6,546  $6,128   $6,704  $6,555  $6,513 

U.S. overnight envelope

   1,705   1,747   1,736    1,629   1,636   1,705 

U.S. deferred

   3,020   3,001   2,805    3,342   3,188   3,020 
  

 

  

 

  

 

   

 

  

 

  

 

 

Total U.S. domestic package revenue

   11,238   11,294   10,669    11,675   11,379   11,238 

International priority

   6,586   6,849   6,760    6,251   6,451   6,586 

International economy

   2,046   1,859   1,468    2,301   2,229   2,046 
  

 

  

 

  

 

   

 

  

 

  

 

 

Total international export package revenue

   8,632   8,708   8,228    8,552   8,680   8,632 
  

 

  

 

  

 

 

International domestic(1)

   1,398   853   653    1,406   1,446   1,398 
  

 

  

 

  

 

   

 

  

 

  

 

 

Total package revenue

   21,268   20,855   19,550    21,633   21,505   21,268 

Freight:

        

U.S.

   2,562   2,498   2,188    2,300   2,355   2,562 

International priority

   1,678   1,827   1,722    1,588   1,594   1,678 

International airfreight

   276   307   283    180   205   276 
  

 

  

 

  

 

   

 

  

 

  

 

 

Total freight revenue

   4,516   4,632   4,193    4,068   4,154   4,516 

Other(2)

   1,387   1,028   838    1,538   1,462   1,387 
  

 

  

 

  

 

   

 

  

 

  

 

 

Total FedEx Express segment

   27,171   26,515   24,581    27,239   27,121   27,171 

FedEx Ground segment:

        

FedEx Ground

   9,652   8,791   7,855    11,563   10,634   9,652 

FedEx SmartPost

   926   782   630    1,005   983   926 

GENCO

   416       
  

 

  

 

  

 

   

 

  

 

  

 

 

Total FedEx Ground segment

   10,578   9,573   8,485    12,984   11,617   10,578 

FedEx Freight segment

   5,401   5,282   4,911    6,191   5,757   5,401 

FedEx Services segment

   1,580   1,671   1,684    1,545   1,536   1,580 

Other and eliminations(2)

   (443  (361  (357

Other and eliminations

   (506  (464  (443
  

 

  

 

  

 

   

 

  

 

  

 

 
  $44,287  $42,680  $39,304   $47,453  $45,567  $44,287 
  

 

  

 

  

 

   

 

  

 

  

 

 

GEOGRAPHICAL INFORMATION(3)

        

Revenues:

        

U.S.

  $31,550  $29,837  $27,461   $34,216  $32,259  $30,948 

International:

        

FedEx Express segment

   12,357   12,370   11,437    12,772   12,916   12,959 

FedEx Ground segment

   234   216   177    311   248   234 

FedEx Freight segment

   112   101   84    142   130   112 

FedEx Services segment

   34   156   145    12   14   34 
  

 

  

 

  

 

   

 

  

 

  

 

 

Total international revenue

   12,737   12,843   11,843    13,237    13,308   13,339 
  

 

  

 

  

 

   

 

  

 

  

 

 
  $44,287  $42,680  $39,304   $47,453  $45,567  $44,287 
  

 

  

 

  

 

   

 

  

 

  

 

 

Noncurrent assets:

        

U.S.

  $19,637  $18,874  $17,235   $23,514  $20,658  $19,637 

International

   2,656   1,973   1,865    2,614   2,729   2,656 
  

 

  

 

  

 

   

 

  

 

  

 

 
  $22,293  $20,847  $19,100   $26,128  $23,387  $22,293 
  

 

  

 

  

 

   

 

  

 

  

 

 

 

(1)

International domestic revenues includerepresent our international intra-country domestic express operations, including acquisitions in India (February 2011), Mexico (July 2011), Poland (June 2012), France (July 2012) and Brazil (July 2012).operations.

 

(2)

Includes FedEx Trade Networks, and FedEx SupplyChain Systems.Systems and Bongo.

 

(3)

International revenue includes shipments that either originate in or are destined to locations outside the United States.States, which could include U.S. payors. Noncurrent assets include property and equipment, goodwill and other long-term assets. Our flight equipment is registered in the U.S. and is included as U.S. assets; however, many of our aircraft operate internationally.

 

- 118127 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 15: SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest expense and income taxes for the years ended May 31 was as follows (in millions):

 

  2013 2012 2011   2015 2014 2013 

Cash payments for:

        

Interest (net of capitalized interest)

  $80  $52  $93   $201  $ 131  $80 
  

 

  

 

  

 

 
  

 

  

 

  

 

 

Income taxes

  $687  $403  $493   $ 1,122  $ 820  $687 

Income tax refunds received

   (219  (146  (106   (9  (54  (219
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash tax payments, net

  $468  $257  $387   $1,113  $ 766  $468 
  

 

  

 

  

 

   

 

  

 

  

 

 

NOTE 16: GUARANTEES AND INDEMNIFICATIONS

In conjunction with certain transactions, primarily the lease, sale or purchase of operating assets or services in the ordinary course of business, we may provide routine guarantees or indemnifications (e.g., environmental, fuel, tax and software infringement), the terms of which range in duration, and often they are not limited and have no specified maximum obligation. As a result, the overall maximum potential amount of the obligation under such guarantees and indemnifications cannot be reasonably estimated. Historically, we have not been required to make significant payments under our guarantee or indemnification obligations and no amounts have been recognized in our financial statements for the underlying fair value of these obligations.

Special facility revenue bonds have been issued by certain municipalities primarily to finance the acquisition and construction of various airport facilities and equipment. These facilities were leased to us and are accounted for as operating leases. FedEx Express has unconditionally guaranteed $551$483 million in principal of these bonds (with total future principal and interest payments of approximately $708$578 million as of May 31, 2013)2015) through these leases.

NOTE 17: COMMITMENTS

Annual purchase commitments under various contracts as of May 31, 20132015 were as follows (in millions):

 

  Aircraft and
Aircraft Related
   Facilities
and Other
(1)
     Total     Aircraft and
Aircraft Related
           Other(1)                   Total           

2014

  $968   $1,183   $2,151 

2015

   1,054    184    1,238 

2016

   1,140    123    1,263    $      1,255     $      1,060     $      2,315 

2017

   959    101    1,060    1,024     235     1,259 

2018

   1,382    44    1,426    1,399     128     1,527 

2019

   1,017     69     1,086 

2020

   662     22     684 

Thereafter

   4,492    109    4,601    3,786     89     3,875 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $9,995   $1,744   $  11,739    $      9,143     $      1,603     $      10,746 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(1)

Primarily vehicles, facilities,equipment, advertising contracts and in 2014,2016, approximately $650$500 million of estimated required quarterly contributions to our U.S. Pension Plans.

The amounts reflected in the table above for purchase commitments represent noncancelable agreements to purchase goods or services. As of May 31, 2013,2015, our obligation to purchase fourthree Boeing 767-300 Freighter (“B767F”) aircraft and nine B777FBoeing 777 Freighter (“B777F”) aircraft is conditioned upon there being no event that causes FedEx Express or its employees not to be covered by the Railway Labor Act of 1926, as amended. Commitments to purchase aircraft in passenger configuration do not include the attendant costs to modify these aircraft for cargo transport unless we have entered into noncancelable commitments to modify such aircraft. Open purchase orders

- 128 -


that are cancelable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above.

- 119 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We have several aircraft modernization programs underway whichthat are supported by the purchase of B777F, B767F and Boeing 757 (“B757”)B757 aircraft. These aircraft are significantly more fuel-efficient per unit than the aircraft types previously utilized, and these expenditures are necessary to achieve significant long-term operating savings and to replace older aircraft. Our ability to delay the timing of these aircraft-related expenditures is limited without incurring significant costs to modify existing purchase agreements.

During 2013,September 2014, FedEx Express entered into an agreement to purchase 14four additional B757 aircraft, the delivery of which began in 2013 and will continue through 2014. The agreement provides the option to purchase up to 16 additional B757 aircraft, subject to the satisfaction of certain conditions. In addition, FedEx Express entered into agreements to purchase an additional 23 B767F aircraft, the delivery of which will occur between 2014begin in 2017 and continue through 2019. The delivery of two firm B777F aircraft orders were also deferred from 2015 to 2016.

We had $414$472 million in deposits and progress payments as of May 31, 20132015 on aircraft purchases and other planned aircraft-related transactions. These deposits are classified in the “Other assets” caption of our consolidated balance sheets. In addition to our commitment to purchase B777Fs and B767Fs, our aircraft purchase commitments include the B757 aircraft in passenger configuration, which will require additional costs to modify for cargo transport. Aircraft and aircraft-related contracts are subject to price escalations. The following table is a summary of the key aircraft we are committed to purchase as of May 31, 2013,2015, with the year of expected delivery:

 

   B757   B767F   B777F   Total 

2014

   13    4    2    19 

2015

       12        12 

2016

       10    2    12 

2017

       10        10 

2018

       10    2    12 

Thereafter

       4    14    18 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   13    50    20    83 
  

 

 

   

 

 

   

 

 

   

 

 

 

Effective as of June 14, 2013, we entered into a supplemental agreement to purchase 13 of the 16 B757 option aircraft noted above. Delivery of the aircraft will occur during 2014 and 2015. This aircraft transaction is not included in the table above, as it occurred subsequent to May 31, 2013.

   B767F   B777F   Total 

2016

   11    2     13 

2017

   12         12 

2018

   11    2     13 

2019

   6    2     8 

2020

       3     3 

Thereafter

       9     9 
  

 

 

   

 

 

   

 

 

 

Total

           40            18         58 
  

 

 

   

 

 

   

 

 

 

NOTE 18: CONTINGENCIES

Wage-and-Hour.We are a defendant in a number of lawsuits containing various class-action allegations of wage-and-hour violations. The plaintiffs in these lawsuits allege, among other things, that they were forced to work “off the clock,” were not paid overtime or were not provided work breaks or other benefits. The complaints generally seek unspecified monetary damages, injunctive relief, or both. We do not believe that a material loss is reasonably possible with respect to any of these matters.

Independent Contractor — Lawsuits and State Administrative Proceedings.FedEx Ground is involved in numerous class-action lawsuits (including 3125 that have been certified as class actions), individual lawsuits and state tax and other administrative proceedings that claim that the company’s owner-operators should be treated as employees, rather than independent contractors.

Most of the class-action lawsuits were consolidated for administration of the pre-trial proceedings by a single federal court, the U.S. District Court for the Northern District of Indiana. The multidistrict litigation court granted class certification in 28 cases and denied it in 14 cases. On December 13, 2010, the court entered an opinion and order addressing all outstanding motions for summary judgment on the status of the owner-operators (i.e.(i.e.,independent contractor vs. employee). In sum, the court has now ruled on our summary judgment motions and entered judgment in favor of FedEx Ground on all claims in 20 of the 28 multidistrict litigation cases that had been certified as class actions, finding that the owner-operators in those cases were contractors as a matter of the law of 20 states. The plaintiffs filed notices of appeal in all of these 20 cases. The Seventh Circuit heard the appeal in the Kansas case in January 2012 and, in July 2012, issued an opinion that did not make a determination with respect to the correctness of the district court’s decision and, instead, certified two questions to the Kansas Supreme Court related to the classification of the plaintiffs as independent contractors under the Kansas Wage Payment Act. The other 19 cases that are before the Seventh Circuit remainwere stayed pending a decision of the Kansas Supreme Court.

 

- 120129 -


FEDEX CORPORATIONOn October 3, 2014, the Kansas Supreme Court determined that a 20 factor right to control test applies to claims under the Kansas Wage Payment Act and concluded that under that test, the class members were employees, not independent contractors. The case was subsequently transferred back to the Seventh Circuit, where both parties made filings requesting the action necessary to complete the resolution of the appeals. The parties also made recommendations to the court regarding next steps for the other 19 cases that are before the Seventh Circuit. FedEx Ground has requested that each of those cases be separately briefed given the potential differences in the applicable state law from that in Kansas. During the second quarter of 2015, we established an accrual for the estimated probable loss in the Kansas case that was required to be recognized pursuant to applicable accounting standards. This amount was immaterial.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On July 8, 2015, the Seventh Circuit issued an order and opinion confirming the decision of the Kansas Supreme Court, concluding that the class members are employees, not independent contractors. Additionally, the Seventh Circuit referred the other 19 cases to a representative of the court for purposes of setting a case management conference to address briefing and argument for those cases.

The multidistrict litigation court remanded the other eight certified class actions back to the district courts where they were originally filed because its summary judgment ruling did not completely dispose of all of the claims in those lawsuits. Three of thosethese matters settled for immaterial amounts and have received court approval. One of the cases are now on appeal withis currently pending in the Eastern District of Arkansas. Another case was appealed to the Eleventh Circuit Court of Appeals where the court reversed the class-wide summary judgment decision on May 28, 2015 and remanded the case for trial, holding that there are disputed issues of fact as to whether the class members are employees or independent contractors. Two cases in Oregon and one in California were appealed to the Ninth Circuit. The other five remain pendingCircuit Court of Appeals, where the court reversed the district court decisions and held that the plaintiffs in California and Oregon were employees as a matter of law and remanded the cases to their respective district courts.courts for further proceedings. In the first quarter of 2015, we recognized an accrual for the then-estimated probable loss in those cases that was required to be recognized pursuant to applicable accounting standards. This amount was immaterial.

WhileIn June 2015, the grantingparties in the California case engaged in mediation and reached an agreement to settle the matter for $228 million, and we have increased the accrual to that amount. The settlement agreement has been filed with the court for approval.

In the Oregon cases, material exposure above the accrued amount is reasonably possible. We continue to evaluate what facts may arise in the course of summary judgmentdiscovery and what legal rulings the courts may render and how these facts and rulings might impact FedEx Ground’s loss. For a number of reasons, we are not currently able to estimate a range of reasonably possible loss in favorexcess of the amount accrued. The number and identities of plaintiffs in these lawsuits are uncertain, as they are dependent on how the class of full-time drivers is defined and how many individuals will qualify based on whatever criteria may be established. In addition, the parties have conducted only very limited discovery into damages, which could vary considerably from plaintiff to plaintiff and be dependent on evidence pertaining to individual plaintiffs, which has yet to be produced in the cases. Further, the range of potential loss could be impacted substantially by future rulings by the court, including on the merits of the claims, on FedEx Ground’s defenses, and on evidentiary issues.

With respect to the matters that are pending outside of Oregon, it is reasonably possible that potential loss in some of these lawsuits or changes to the independent contractor status of FedEx Ground byGround’s owner-operators could be material. Similar to our analysis of loss contingency in the Oregon cases, we continue to evaluate what facts may arise in the course of discovery and what legal rulings the courts may render and how these facts and rulings might impact FedEx Ground’s loss. As a consequence of many of the same factors described above, as well as others that are specific to these cases, we are not currently able to estimate a range of reasonably possible loss. We do not believe that a material loss is probable in these matters.

In addition, we are defending contractor-model cases that are not or are no longer part of the multidistrict litigation. These cases are in varying stages of litigation, courtand we do not expect to incur a material loss in 20any of the 28 cases that had been certified as class actions remains subject to appeal, we believe that it significantly improves the likelihood that our independent contractor model will be upheld. these matters.

Adverse determinations in matters related to FedEx Ground’s independent contractors, however, could, among other things, entitle certain of our owner-operators and their drivers to the reimbursement of certain expenses and to the benefit of wage-and-hour laws and result in employment and withholding tax and benefit liability for FedEx Ground, and could result in changes to the independent contractor status of FedEx Ground’s owner-operators in certain jurisdictions. We believe that FedEx Ground’s owner-operators are properly classified as independent contractors and that FedEx Ground is not an employer of the drivers of the company’s independent contractors. While

- 130 -


City and State of New York Cigarette Suit. On December 30, 2013, the City of New York filed suit against FedEx Express and FedEx Ground arising from our alleged shipments of cigarettes to New York City residents. The claims against FedEx Express were subsequently dismissed. On March 30, 2014, the complaint was amended adding the State of New York as a plaintiff. Beyond the addition of the State as a plaintiff, the amended complaint contains several amplifications of the previous claims. First, the claims now relate to four shippers, none of which continues to ship in our network. Second, the amended complaint contains a count for violation of the Assurance of Compliance (“AOC”) we had previously entered into with the State of New York, claiming that since 2006, FedEx has made shipments of cigarettes to residences in New York in violation of the AOC. Lastly, the amendment contains new theories of Racketeer Influenced and Corrupt Organizations Act (“RICO”) violations. In May 2014, we filed a motion to dismiss almost all of the claims. On November 12, 2014, the City and State of New York filed a separate but almost identical lawsuit that includes two additional shippers. This complaint was amended in May 2015 to include additional shippers. On March 9, the court ruled on our motion to dismiss in the first case, granting our motions to limit the applicable statute of limitations to four years and to dismiss a portion of the claims. The court, however, denied our motion to dismiss some of the claims, including the RICO claims. Loss in these lawsuits is reasonably possible, but the amount of any loss is expected to be immaterial.

Environmental Matters. SEC regulations require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions that management reasonably believes could exceed $100,000.

In February 2014, FedEx Ground received oral communications from District Attorneys’ Offices (representing California’s county environmental authorities) and the California Attorney General’s Office (representing the California Division of Toxic Substances Control (“DTSC”)) that they were seeking civil penalties for alleged violations of the state’s hazardous waste regulations. Specifically, the California environmental authorities alleged that FedEx Ground improperly generates and/or handles, stores and transports hazardous waste from its stations to its hubs in California. In April 2014, FedEx Ground filed a declaratory judgment action in the United States District Court for the Eastern District of California against the Director of the California Division of Toxic Substances Control and the county District Attorneys with whom we have been negotiating. In June 2014, the California Attorney General filed a complaint against FedEx Ground in Sacramento County Superior Court alleging violations of FedEx Ground as described above. The County District Attorneys filed a similar complaint in Sacramento County Superior Court in July 2014. The county and state authorities filed a motion to dismiss FedEx Ground’s declaratory judgment action, and their motion was granted on January 22, 2015. FedEx Ground filed a notice of appeal with the Ninth Circuit Court of Appeals on February 23, 2015. Loss is probable as to the enforcement action commenced by the county authorities, and we have established an accrual for the estimated probable loss. This amount was immaterial. Loss is reasonably possible as to the action commenced by the DTSC; however, the amount of any loss is expected to be immaterial.

On January 14, 2014, the U.S. Department of Justice (“DOJ”) issued a Grand Jury Subpoena to FedEx Express relating to an asbestos matter previously investigated by the U.S. Environmental Protection Agency. On May 1, 2014, the DOJ informed us that it had determined to continue to pursue the matter as a criminal case, citing seven asbestos-related regulatory violations associated with removal of roof materials from a hangar in Puerto Rico during cleaning and repair activity, as well as violation of waste disposal requirements. Loss is reasonably possible; however, the amount of any loss is expected to be immaterial.

Department of Justice Indictment — Internet Pharmacy Shipments. In the past, we received requests for information from the DOJ in the Northern District of California in connection with a criminal investigation relating to the transportation of packages for online pharmacies that may have shipped pharmaceuticals in violation of federal law. In July 2014, the DOJ filed a criminal indictment in the United States District Court for the Northern District of California in connection with the matter. A superseding indictment was filed in August 2014. The indictment alleges that FedEx Corporation, FedEx Express and FedEx Services, together with certain pharmacies, conspired to unlawfully distribute controlled substances, unlawfully distributed controlled substances and conspired to unlawfully distribute misbranded drugs. The superseding indictment adds conspiracy to launder money counts related to services provided to and payments from online pharmacies. We continue to believe that our employees have acted in good faith at all times and that we have not engaged in any illegal activities.

- 131 -


Accordingly, we will vigorously defend ourselves in this matter. If we are convicted, remedies could include fines, penalties, forfeiture and compliance conditions. Given the early stage of this proceeding, we cannot estimate the amount or range of loss, if any; however, it is reasonably possible that potential loss in some of these lawsuits or such changes to the independent contractor status of FedEx Ground’s owner-operatorsit could be material we cannot yet determine the amount or reasonable range of potential loss. A number of factors contribute to this. The number of plaintiffs in these lawsuits continues to change, with some being dismissed and others being added and, as to new plaintiffs, discovery is still ongoing. In addition, the parties have conducted only very limited discovery into damages, which could vary considerably from plaintiff to plaintiff. Further, the range of potential loss could be impacted considerably by future rulings on the merits of certain claims and FedEx Ground’s various defenses, and on evidentiary issues. In any event, we do not believe that a material loss is probable in these matters.

In addition,if we are defending contractor-model cases that are not or are no longer part of the multidistrict litigation, three of which have been certified as class actions. These cases are in varying stages of litigation, and we do not expect to incur a material loss in any of these matters.convicted.

Other Matters. In August 2010, a third-party consultant who works with shipping customers to negotiate lower rates filed a lawsuit in federal district court in California against FedEx and United Parcel Service, Inc. (“UPS”) alleging violations of U.S. antitrust law. This matter was dismissed in May 2011, but the court granted the plaintiff permission to file an amended complaint, which FedEx received in June 2011. In November 2011, the court granted our motion to dismiss this complaint, but again allowed the plaintiff to file an amended complaint. The plaintiff filed a new complaint in December 2011, and2011. On April 30, 2015, the matter remains pending beforecourt dismissed the court. case, finding that the plaintiff failed to provide certain evidence necessary to allow the case to proceed. The plaintiff filed a notice of appeal on May 26, 2015.

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”)DOJ into the policies and practices of FedEx and UPS for dealing with third-party consultants who work with shipping customers to negotiate lower rates. In November 2012, the DOJ served a civil investigative demand on the third-party consultant seeking all pleadings, depositions and documents produced in the lawsuit. We are cooperating with the investigation, do not believe that we have engaged in any anti-competitive activities and will vigorously defend ourselves in any action that may result from the investigation. While the litigation proceedings and the DOJ investigation move forward, and the amount of loss, if any, is dependent on a number of factors that are not yet fully developed or resolved, we do not believe that a materialthe amount of any loss is reasonably possible.expected to be immaterial.

We haveOn June 30, 2014, we received requests for informationa Statement of Objections from the DOJFrench Competition Authority (“FCA”) addressed to FedEx Express France, formerly known as TATEX, regarding an investigation by the FCA into anticompetitive behavior that is alleged to have occurred primarily in the Northern Districtframework of Californiatrade association meetings that included the former general managers of TATEX prior to our acquisition of that company in connection with a criminal investigation relatingJuly 2012. In September 2014, FedEx Express France submitted its observations in response to the transportationStatement of packages for online pharmacies that may have shipped pharmaceuticalsObjections to the FCA. In April 2015, the FCA issued a report responding to the observations submitted by all companies involved 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 actedsubmitted an answer to the FCA’s report in good faith at all times. We do not believe thatearly July. Loss in this matter is probable, and we have engaged in any illegal activities and will vigorously defend ourselves in any action that may result fromestablished an accrual for 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 theestimated probable loss. This amount or range of loss, if any, as such analysis would depend on facts and law that are not yet fully developed or resolved.

- 121 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

was immaterial.

FedEx and its subsidiaries are subject to other legal proceedings that arise in the ordinary course of their business. In the opinion of management, the aggregate liability, if any, with respect to these other actions will not have a material adverse effect on our financial position, results of operations or cash flows.

NOTE 19: RELATED PARTY TRANSACTIONS

Our Chairman, President and Chief Executive Officer, Frederick W. Smith, currently holds an approximate 10% ownership interest in the National Football League Washington Redskins professional football team (“Redskins”) and is a member of its board of directors. FedEx has a multi-year naming rights agreement with the RedskinsWashington Football, Inc. granting us certain marketing rights, including the right to name the Redskins’ stadium where the team plays and other events are held “FedExField.”

- 132 -


NOTE 20: SUMMARY OF QUARTERLY OPERATING RESULTS (UNAUDITED)

 

                                                            

(in millions, except per share amounts)

  First
Quarter
   Second
Quarter
   Third
Quarter
   Fourth
Quarter
   First
  Quarter  
   Second
  Quarter  
   Third
  Quarter  
   Fourth
  Quarter  
 

2013(1)

        

2015(1)

        

Revenues

  $11,684   $11,939   $11,716   $12,114 

Operating income (loss)

   1,062    1,088    1,038    (1,321

Net income (loss)

   653    663    628    (895

Basic earnings (loss) per common share(2)

   2.29    2.34    2.21    (3.16

Diluted earnings (loss) per common share(2)

   2.26    2.31    2.18    (3.16

2014(1)

        

Revenues

  $10,792   $11,107   $10,953   $11,435   $11,024   $11,403   $11,301   $11,839 

Operating income

   742    718    589    502    891    923    737    1,264 

Net income

   459    438    361    303    548    559    437    780 

Basic earnings per common share(2)

   1.46    1.39    1.14    0.96    1.73    1.77    1.44    2.66 

Diluted earnings per common share(2)

   1.45    1.39    1.13    0.95    1.72    1.75    1.42    2.62 

2012(3)

        

Revenues

  $10,521   $10,587   $10,564   $11,008 

Operating income

   737    780    813    856 

Net income

   464    497    521    550 

Basic earnings per common share(2)

   1.46    1.57    1.66    1.74 

Diluted earnings per common share(2)

   1.46    1.57    1.65    1.73 

 

(1)

The fourth quarter of 20132015 includes $496a $2.2 billion retirement plans mark-to-market loss, $276 million of business realignment costsimpairment and an impairment charge of $100 millionrelated charges resulting from the decision to permanently retire 10and adjust the retirement schedule of certain aircraft and related engines at FedEx Express. TheExpress and a $197 million reserve increase due to the settlement of a legal matter at FedEx Ground. In addition, the first, second and third quarterquarters of 2013 includes $47 million2015 and all quarters of business realignment costs. The second quarter of 2013 includes $13 million of business realignment costs.2014 have been recast to conform to the current year presentation reflecting the retirement plans accounting changes discussed further in Note 1 and Note 13 and that were included in our June 12, 2015,Form 8-K filing with the Securities and Exchange Commission.

 

(2)

The sum of the quarterly earnings per share may not equal annual amounts due to differences in the weighted-average number of shares outstanding during the respective period.periods.

(3)

The fourth quarter of 2012 includes an impairment charge of $134 million resulting from the decision to retire 24 aircraft and related engines at FedEx Express. The third quarter of 2012 includes the reversal of a $66 million legal reserve.

- 122 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 21: CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

We are required to present condensed consolidating financial information in order for the subsidiary guarantors (other than FedEx Express) of our public debt to continue to be exempt from reporting under the Securities Exchange Act of 1934, as amended. FedEx Express, however, currently files reports under such act.

The guarantor subsidiaries, which are wholly owned by FedEx, guarantee $2.75$7.0 billion of our debt. The guarantees are full and unconditional and joint and several. Our guarantor subsidiaries were not determined using geographic, service line or other similar criteria, and as a result, the “Guarantor Subsidiaries” and “Non-guarantor Subsidiaries” columns each include portions of our domestic and international operations. Accordingly, this basis of presentation is not intended to present our financial condition, results of operations or cash flows for any purpose other than to comply with the specific requirements for subsidiary guarantor reporting.

 

- 123133 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Condensed consolidating financial statements for our guarantor subsidiaries and non-guarantor subsidiaries are presented in the following tables (in millions):

CONDENSED CONSOLIDATING BALANCE SHEETS

May 31, 20132015

 

 Parent Guarantor
Subsidiaries
 Non-guarantor
Subsidiaries
 Eliminations Consolidated   Parent   Guarantor
Subsidiaries
   Non-
guarantor
Subsidiaries
   Eliminations Consolidated 

ASSETS

              

CURRENT ASSETS

              

Cash and cash equivalents

 $3,892  $405  $717  $(97 $4,917   $2,383   $487   $971   $(78 $3,763 

Receivables, less allowances

     3,989   1,084   (29  5,044    3    4,383    1,385    (52  5,719 

Spare parts, supplies, fuel, prepaid expenses and other, less allowances

  45   681   54      780    41    689    123        853 

Deferred income taxes

     518   15      533         571    35        606 
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

 

Total current assets

  3,937   5,593   1,870   (126  11,274    2,427    6,130    2,514    (130  10,941 

PROPERTY AND EQUIPMENT, AT COST

  27   35,915   2,167      38,109    29    40,364    2,471        42,864 

Less accumulated depreciation and amortization

  21   18,469   1,135      19,625    23    20,685    1,281        21,989 
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

 

Net property and equipment

  6   17,446   1,032      18,484    6    19,679    1,190        20,875 

INTERCOMPANY RECEIVABLE

     439   1,203   (1,642           686    1,563    (2,249    

GOODWILL

     1,552   1,203      2,755         1,552    2,258        3,810 

INVESTMENT IN SUBSIDIARIES

  18,739   3,347      (22,086      23,173    3,800         (26,973    

OTHER ASSETS

  2,187   822   191   (2,146  1,054    2,752    898    477    (2,684  1,443 
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

 
 $  24,869  $29,199  $5,499  $(26,000 $33,567 
 

 

  

 

  

 

  

 

  

 

   $28,358   $32,745   $8,002   $(32,036 $37,069 

LIABILITIES AND STOCKHOLDERS’ INVESTMENT CURRENT LIABILITIES

     
  

 

   

 

   

 

   

 

  

 

 

LIABILITIES AND STOCKHOLDERS’ INVESTMENT

         

CURRENT LIABILITIES

         

Current portion of long-term debt

 $250  $1  $  $  $251   $    $7   $12   $   $19 

Accrued salaries and employee benefits

  82   1,402   204      1,688    34    1,208    194        1,436 

Accounts payable

  4   1,392   609   (126  1,879    5    1,433    758    (130  2,066 

Accrued expenses

  355   1,366   211      1,932    604    1,557    275        2,436 
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

 

Total current liabilities

  691   4,161   1,024   (126  5,750    643    4,205    1,239    (130  5,957 

LONG-TERM DEBT, LESS CURRENT PORTION

  2,489   250         2,739    6,978    248    23        7,249 

INTERCOMPANY PAYABLE

  1,642         (1,642      2,249              (2,249    

OTHER LONG-TERM LIABILITIES

              

Deferred income taxes

     3,798      (2,146  1,652         4,206    225    (2,684  1,747 

Other liabilities

  2,649   3,133   246      6,028    3,495    3,367    261        7,123 
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

 

Total other long-term liabilities

  2,649   6,931   246   (2,146  7,680    3,495    7,573    486    (2,684  8,870 

STOCKHOLDERS’ INVESTMENT

  17,398   17,857   4,229   (22,086  17,398    14,993    20,719    6,254    (26,973  14,993 
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

 
 $24,869  $29,199  $5,499  $(26,000 $33,567   $  28,358   $32,745   $8,002   $(32,036 $37,069 
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

 

 

- 124134 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING BALANCE SHEETS

May 31, 20122014

(As Adjusted)

 

                                                                           
  Parent   Guarantor
Subsidiaries
   Non-guarantor
Subsidiaries
   Eliminations Consolidated  Parent Guarantor
Subsidiaries
 Non-
guarantor
Subsidiaries
 Eliminations Consolidated 

ASSETS

              

CURRENT ASSETS

              

Cash and cash equivalents

  $1,906   $417   $636   $(116 $2,843  $1,756  $441  $861  $(150 $2,908 

Receivables, less allowances

   3    3,793    943    (35  4,704   2   4,338   1,151   (31  5,460 

Spare parts, supplies, fuel, prepaid expenses and other, less allowances

   261    671    44        976   59   674   60       793 

Deferred income taxes

        514    19        533       501   21       522 
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total current assets

   2,170    5,395    1,642    (151  9,056   1,817   5,954   2,093   (181  9,683 

PROPERTY AND EQUIPMENT, AT COST

   29    34,301    1,834        36,164   28   38,303   2,360       40,691 

Less accumulated depreciation and amortization

   20    17,822    1,074        18,916   22   19,899   1,220       21,141 
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net property and equipment

   9    16,479    760        17,248   6   18,404   1,140       19,550 

INTERCOMPANY RECEIVABLE

        323    1,524    (1,847          2,366   1,320   (3,686    

GOODWILL

        1,553    834        2,387       1,552   1,238       2,790 

INVESTMENT IN SUBSIDIARIES

   17,163    2,978         (20,141      22,148   3,745       (25,893    

OTHER ASSETS

   2,845    1,099    86    (2,818  1,212   2,088   747   250   (2,038  1,047 
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 
  $22,187   $27,827   $4,846   $(24,957 $29,903 
  

 

   

 

   

 

   

 

  

 

  $    26,059  $32,768  $6,041  $(31,798 $33,070 
 

 

  

 

  

 

  

 

  

 

 

LIABILITIES AND STOCKHOLDERS’ INVESTMENT

              

CURRENT LIABILITIES

              

Current portion of long-term debt

  $    $417   $    $   $417  $   $1  $   $   $1 

Accrued salaries and employee benefits

   83    1,365    187        1,635   55   1,042   180       1,277 

Accounts payable

   6    1,276    482    (151  1,613   2   1,530   620   (181  1,971 

Accrued expenses

   184    1,406    119        1,709   405   1,444   214       2,063 
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total current liabilities

   273    4,464    788    (151  5,374   462   4,017   1,014   (181  5,312 

LONG-TERM DEBT, LESS CURRENT PORTION

   1,000    250             1,250   4,487   249           4,736 

INTERCOMPANY PAYABLE

   1,847              (1,847      3,686           (3,686    

OTHER LONG-TERM LIABILITIES

              

Deferred income taxes

        3,649    5    (2,818  836       4,059   93   (2,038  2,114 

Other liabilities

   4,340    3,193    183        7,716   2,147   3,230   254       5,631 
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total other long-term liabilities

   4,340    6,842    188    (2,818  8,552   2,147   7,289   347   (2,038  7,745 

STOCKHOLDERS’ INVESTMENT

   14,727    16,271    3,870    (20,141  14,727   15,277   21,213   4,680   (25,893  15,277 
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 
  $22,187   $27,827   $4,846   $(24,957 $29,903 
  

 

   

 

   

 

   

 

  

 

  $26,059  $32,768  $6,041  $(31,798 $33,070 
 

 

  

 

  

 

  

 

  

 

 

 

- 125135 -


FEDEX CORPORATIONCONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended May 31, 2015

 

  Parent  Guarantor
Subsidiaries
  Non-
guarantor
Subsidiaries
  Eliminations  Consolidated 

REVENUES

 $   $39,420  $8,414  $(381 $47,453 

OPERATING EXPENSES:

     

Salaries and employee benefits

  106    14,626    2,378        17,110 

Purchased transportation

      5,802   2,878   (197  8,483 

Rentals and landing fees

  5   2,322   360   (5  2,682 

Depreciation and amortization

  1   2,370   240       2,611 

Fuel

      3,632   88       3,720 

Maintenance and repairs

  1   1,949   149       2,099 

Impairment and other charges

      276           276 

Retirement plans mark-to-market adjustment

      2,075   115       2,190 

Intercompany charges, net

  (450  117    333          

Other

  337   4,946   1,311   (179  6,415 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
      38,115   7,852   (381  45,586 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

OPERATING INCOME

      1,305   562       1,867 

OTHER INCOME (EXPENSE):

     

Equity in earnings of subsidiaries

  1,050   337       (1,387    

Interest, net

  (247  23   3       (221

Intercompany charges, net

  253   (265  12         

Other, net

  (6  (32  19       (19
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

INCOME BEFORE INCOME TAXES

        1,050   1,368   596   (1,387  1,627 

Provision for income taxes

      390   187       577 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

NET INCOME

 $1,050  $978  $409  $(1,387 $1,050 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

COMPREHENSIVE INCOME

 $1,053  $929  $121  $(1,387 $716 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

- 136 -


CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Year Ended May 31, 2014

(As Adjusted)

  Parent  Guarantor
Subsidiaries
  Non-
guarantor
Subsidiaries
  Eliminations  Consolidated 

REVENUES

 $   $38,088  $7,820  $(341 $45,567 

OPERATING EXPENSES:

     

Salaries and employee benefits

  99    13,936    2,136        16,171 

Purchased transportation

      5,374   2,796   (159  8,011 

Rentals and landing fees

  5   2,282   340   (5  2,622 

Depreciation and amortization

  1   2,379   207       2,587 

Fuel

      4,460   97       4,557 

Maintenance and repairs

  1   1,734   127       1,862 

Retirement plans mark-to-market adjustment

      13   2       15 

Intercompany charges, net

  (209  (125  334          

Other

  103   4,823   1,178   (177  5,927 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
      34,876   7,217   (341  41,752 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

OPERATING INCOME

      3,212   603       3,815 

OTHER INCOME (EXPENSE):

     

Equity in earnings of subsidiaries

  2,324   412       (2,736    

Interest, net

  (167  16   9       (142

Intercompany charges, net

  172   (194  22         

Other, net

  (5  (14  4       (15
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

INCOME BEFORE INCOME TAXES

        2,324   3,432   638   (2,736  3,658 

Provision for income taxes

      1,141   193       1,334 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

NET INCOME

 $2,324  $2,291  $445  $(2,736 $2,324 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

COMPREHENSIVE INCOME

 $2,248  $2,294  $417  $(2,736 $2,223 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

- 137 -


CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Year Ended May 31, 2013

(As Adjusted)

                                                                                               
   Parent  Guarantor
Subsidiaries
  Non-guarantor
Subsidiaries
  Eliminations  Consolidated 

REVENUES

  $   $37,073  $7,543  $(329 $44,287 

OPERATING EXPENSES:

      

Salaries and employee benefits

   103   14,375   2,092       16,570 

Purchased transportation

       4,839   2,574   (141  7,272 

Rentals and landing fees

   5   2,198   324   (6  2,521 

Depreciation and amortization

   1   2,200   185       2,386 

Fuel

       4,650   96       4,746 

Maintenance and repairs

   1   1,791   117       1,909 

Business realignment, impairment and other charges

   21   639           660 

Intercompany charges, net

   (227  (329  556         

Other

   96   4,565   1,193   (182  5,672 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
       34,928   7,137   (329  41,736 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

OPERATING INCOME

       2,145   406       2,551 

OTHER INCOME (EXPENSE):

      

Equity in earnings of subsidiaries

   1,561   253       (1,814    

Interest, net

   (108  42   5       (61

Intercompany charges, net

   113   (131  18         

Other, net

   (5  (20  (10      (35
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

INCOME BEFORE INCOME TAXES

   1,561   2,289   419   (1,814  2,455 

Provision for income taxes

       710   184       894 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

NET INCOME

  $1,561  $1,579  $235  $(1,814 $1,561 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

COMPREHENSIVE INCOME

  $2,622  $1,618  $268  $(1,814 $2,694 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

       Parent      Guarantor
Subsidiaries
  Non-
guarantor
Subsidiaries
  Eliminations  Consolidated 

REVENUES

  $   $37,073  $7,543  $(329 $44,287 

OPERATING EXPENSES:

      

Salaries and employee benefits

   103    13,877    2,075        16,055 

Purchased transportation

       4,839   2,574   (141  7,272 

Rentals and landing fees

   5   2,198   324   (6  2,521 

Depreciation and amortization

   1   2,200   185       2,386 

Fuel

       4,650   96       4,746 

Maintenance and repairs

   1   1,791   117       1,909 

Business realignment, impairment and other charges

   21   639           660 

Retirement plans mark-to-market adjustment

       (1,335  (33      (1,368

Intercompany charges, net

   (227  (329  556          

Other

   96   4,565   1,193   (182  5,672 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
       33,095   7,087   (329  39,853 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

OPERATING INCOME

       3,978   456       4,434 

OTHER INCOME (EXPENSE):

      

Equity in earnings of subsidiaries

   2,716   245       (2,961    

Interest, net

   (108  42   5       (61

Intercompany charges, net

   113   (131  18         

Other, net

   (5  (20  (10      (35
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

INCOME BEFORE INCOME TAXES

   2,716   4,114   469   (2,961  4,338 

Provision for income taxes

       1,416   206       1,622 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

NET INCOME

  $2,716  $2,698  $263  $(2,961 $2,716 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

COMPREHENSIVE INCOME

  $2,644  $2,697  $314  $(2,961 $2,694 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

- 126138 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)CASH FLOWS

Year Ended May 31, 20122015

 

                                                                                               
   Parent  Guarantor
Subsidiaries
  Non-guarantor
Subsidiaries
   Eliminations  Consolidated 

REVENUES

  $   $36,412  $6,569   $(301 $42,680 

OPERATING EXPENSES:

       

Salaries and employee benefits

   114   14,153   1,832        16,099 

Purchased transportation

       4,509   1,944    (118  6,335 

Rentals and landing fees

   5   2,221   267    (6  2,487 

Depreciation and amortization

   1   1,962   150        2,113 

Fuel

       4,877   79        4,956 

Maintenance and repairs

   1   1,882   97        1,980 

Impairment and other charges

       134            134 

Intercompany charges, net

   (218  (323  541          

Other

   97   4,482   988    (177  5,390 
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 
       33,897   5,898    (301  39,494 
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

OPERATING INCOME

       2,515   671        3,186 

OTHER INCOME (EXPENSE):

       

Equity in earnings of subsidiaries

   2,032   395        (2,427    

Interest, net

   (75  31   5        (39

Intercompany charges, net

   80   (102  22          

Other, net

   (5  (10  9        (6
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

INCOME BEFORE INCOME TAXES

   2,032   2,829   707    (2,427  3,141 

Provision for income taxes

       875   234        1,109 
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

NET INCOME

  $2,032  $1,954  $473   $(2,427 $2,032 
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

COMPREHENSIVE (LOSS) INCOME

  $(120 $1,796  $380   $(2,427 $(371
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 
      Parent      Guarantor
Subsidiaries
  Non-
guarantor
Subsidiaries
  Eliminations  Consolidated 

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

 $(727 $5,446  $575  $72  $5,366 

INVESTING ACTIVITIES

     

Capital expenditures

  (1  (4,139  (207      (4,347

Business acquisitions, net of cash acquired

  (1,429              (1,429

Proceeds from asset dispositions and other

      42   (18      24 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

CASH USED IN INVESTING ACTIVITIES

  (1,430  (4,097  (225      (5,752

FINANCING ACTIVITIES

     

Net transfers from (to) Parent

  1,431   (1,502  71         

Payment on loan between subsidiaries

     267   (267        

Intercompany dividends

      68   (68        

Principal payments on debt

      (1  (4      (5

Proceeds from debt issuance

  2,491               2,491 

Proceeds from stock issuances

  320               320 

Excess tax benefit on the exercise of stock options

  51               51 

Dividends paid

  (227              (227

Purchase of treasury stock

  (1,254            (1,254

Other, net

  (27  (105  105      (27
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

  2,785   (1,273  (163     1,349 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Effect of exchange rate changes on cash

  (1  (30  (77     (108
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net increase in cash and cash equivalents

  627   46   110   72   855 

Cash and cash equivalents at beginning of period

  1,756   441   861   (150  2,908 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of period

 $    2,383  $487  $971  $(78 $3,763 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

- 127139 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOMECASH FLOWS

Year Ended May 31, 20112014

 

                                                                                               
   Parent  Guarantor
Subsidiaries
  Non-guarantor
Subsidiaries
  Eliminations  Consolidated 

REVENUES

  $   $33,124  $6,498  $(318 $39,304 

OPERATING EXPENSES:

      

Salaries and employee benefits

   109   13,206   1,961       15,276 

Purchased transportation

       4,034   1,745   (105  5,674 

Rentals and landing fees

   4   2,209   253   (4  2,462 

Depreciation and amortization

   1   1,784   188       1,973 

Fuel

       4,003   148       4,151 

Maintenance and repairs

   1   1,862   116       1,979 

Impairment and other charges

       28   61       89 

Intercompany charges, net

   (222  (317  539         

Other

   107   4,392   1,032   (209  5,322 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
       31,201   6,043   (318  36,926 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

OPERATING INCOME

       1,923   455       2,378 

OTHER INCOME (EXPENSE):

      

Equity in earnings of subsidiaries

   1,452   200       (1,652    

Interest, net

   (88  13   (2      (77

Intercompany charges, net

   104   (135  31         

Other, net

   (16  (14  (6      (36
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

INCOME BEFORE INCOME TAXES

   1,452   1,987   478   (1,652  2,265 

Provision for income taxes

       677   136       813 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

NET INCOME

  $1,452  $1,310  $342  $(1,652 $1,452 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

COMPREHENSIVE INCOME

  $1,240  $1,329  $425  $(1,652 $1,342 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
      Parent      Guarantor
Subsidiaries
  Non-
guarantor
Subsidiaries
  Eliminations  Consolidated 

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

 $(8 $3,790  $535  $(53 $4,264 

INVESTING ACTIVITIES

     

Capital expenditures

  (1  (3,230  (302     (3,533

Business acquisitions, net of cash acquired

     (36        (36

Proceeds from asset dispositions and other

     37   (19     18 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

CASH USED IN INVESTING ACTIVITIES

  (1  (3,229  (321     (3,551

FINANCING ACTIVITIES

     

Net transfers from (to) Parent

  588   (546  (42      

Payment on loan between subsidiaries

     (4  4       

Intercompany dividends

     54   (54      

Principal payments on debt

  (250  (4        (254

Proceeds from debt issuances

  1,997            1,997 

Proceeds from stock issuances

  557            557 

Excess tax benefit on the exercise of stock options

  44            44 

Dividends paid

  (187           (187

Purchase of treasury stock

  (4,857           (4,857

Other, net

  (19  (16  16      (19
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

CASH USED IN FINANCING ACTIVITIES

  (2,127  (516  (76     (2,719
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Effect of exchange rate changes on cash

     (9  6      (3
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net (decrease) increase in cash and cash equivalents

  (2,136  36   144   (53  (2,009

Cash and cash equivalents at beginning of period

  3,892   405   717   (97  4,917 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of period

 $1,756  $441  $861  $(150 $2,908 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

- 128140 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended May 31, 2013

 

                                                                                               
    Guarantor Non-
guarantor
     
  Parent Subsidiaries Subsidiaries Eliminations Consolidated      Parent     Guarantor
Subsidiaries
 Non-
guarantor
Subsidiaries
 Eliminations Consolidated 

CASH PROVIDED BY OPERATING ACTIVITIES

  $247  $3,936  $486  $19  $4,688  $247  $3,936  $486  $19  $4,688 

INVESTING ACTIVITIES

           

Capital expenditures

   (3  (3,029  (343     (3,375  (3  (3,029  (343     (3,375

Business acquisitions, net of cash acquired

         (483     (483        (483     (483

Proceeds from asset dispositions and other

      49   6      55      49   6      55 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

CASH USED IN INVESTING ACTIVITIES

   (3  (2,980  (820     (3,803  (3  (2,980  (820     (3,803

FINANCING ACTIVITIES

           

Net transfers from (to) Parent

   141   (58  (83        141   (58  (83      

Payment on loan between subsidiaries

      (385  385            (385  385        

Intercompany dividends

      21   (21           21   (21      

Principal payments on debt

      (417        (417     (417        (417

Proceeds from debt issuances

   1,739            1,739 

Proceeds from debt issuance

  1,739            1,739 

Proceeds from stock issuances

   280            280   280            280 

Excess tax benefit on the exercise of stock options

   23            23   23            23 

Dividends paid

   (177           (177  (177           (177

Purchase of treasury stock

   (246           (246  (246            (246

Other, net

   (18  (119  119      (18  (18  (119  119      (18
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

   1,742   (958  400      1,184   1,742   (958  400      1,184 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Effect of exchange rate changes on cash

      (10  15      5      (10  15      5 
 

 

  

 

  

 

  

 

  

 

 

Net increase (decrease) in cash and cash equivalents

   1,986   (12  81   19   2,074   1,986   (12  81   19   2,074 

Cash and cash equivalents at beginning of period

   1,906   417   636   (116  2,843   1,906   417   636   (116  2,843 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Cash and cash equivalents at end of period

  $3,892  $405  $717  $(97 $4,917  $    3,892  $405  $717  $(97 $4,917 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

- 129 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended May 31, 2012

                                                                                               
      Guarantor  Non-
guarantor
       
   Parent  Subsidiaries  Subsidiaries  Eliminations  Consolidated 

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

  $(88 $4,383  $570  $(30 $4,835 

INVESTING ACTIVITIES

      

Capital expenditures

   (5  (3,792  (210     (4,007

Business acquisition, net of cash acquired

         (116     (116

Proceeds from asset dispositions and other

      74         74 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

CASH USED IN INVESTING ACTIVITIES

   (5  (3,718  (326     (4,049

FINANCING ACTIVITIES

      

Net transfers from (to) Parent

   625   (550  (75      

Intercompany dividends

      76   (76      

Principal payments on debt

      (29        (29

Proceeds from stock issuances

   128            128 

Excess tax benefit on the exercise of stock options

   18            18 

Dividends paid

   (164           (164

Purchase of treasury stock

   (197       (197

Other, net

      (19  19       
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

   410   (522  (132     (244
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Effect of exchange rate changes on cash

      (5  (22     (27

Net increase (decrease) in cash and cash equivalents

   317   138   90   (30  515 

Cash and cash equivalents at beginning of period

   1,589   279   546   (86  2,328 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $1,906  $417  $636  $(116 $2,843 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

- 130 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended May 31, 2011

                                                                                               
      Guarantor  Non-
guarantor
       
   Parent  Subsidiaries  Subsidiaries  Eliminations  Consolidated 

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

  $25  $3,978  $65  $(27 $4,041 

INVESTING ACTIVITIES

      

Capital expenditures

   (1  (3,263  (170     (3,434

Business acquisition, net of cash acquired

      (96        (96

Proceeds from asset dispositions and other

      110   1      111 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

CASH USED IN INVESTING ACTIVITIES

   (1  (3,249  (169     (3,419

FINANCING ACTIVITIES

      

Net transfers from (to) Parent

   530   (994  464       

Payment on loan between subsidiaries

      235   (235      

Intercompany dividends

      61   (61      

Principal payments on debt

   (250  (12        (262

Proceeds from stock issuances

   108            108 

Excess tax benefit on the exercise of stock options

   23            23 

Dividends paid

   (151           (151

Other, net

   (5  (9  9      (5
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

   255   (719  177      (287
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Effect of exchange rate changes on cash

      11   30      41 

Net increase (decrease) in cash and cash equivalents

   279   21   103   (27  376 

Cash and cash equivalents at beginning of period

   1,310   258   443   (59  1,952 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $1,589  $279  $546  $(86 $2,328 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

- 131141 -


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATES.While we currently have market risk sensitive instruments related to interest rates, we have no significant exposure to changing interest rates on our long-term debt because the interest rates are fixed on all of our long-term debt. As disclosed in Note 6 to the accompanying consolidated financial statements, we had outstanding fixed-rate, long-term debt (exclusive of capital leases) with estimated fair values of $3.2$7.4 billion at May 31, 20132015 and $2.0$5.0 billion at May 31, 2012.2014. Market risk for fixed-rate, long-term debt is estimated as the potential decrease in fair value resulting from a hypothetical 10% increase in interest rates and amounts to $77$208 million as of May 31, 20132015 and $30$165 million as of May 31, 2012.2014. The underlying fair values of our long-term debt were estimated based on quoted market prices or on the current rates offered for debt with similar terms and maturities.

We have interest rate risk with respect to our pension and postretirement benefit obligations. Changes in interest rates impact our liabilities associated with these benefit plans, as well as the amount of pension and postretirement benefit expense recognized. Declines in the value of plan assets could diminish the funded status of our pension plans and potentially increase our requirement to make contributions to the plans. Substantial investment losses on plan assets willwould also increase pension and postretirement benefit expense in the years following the losses.expense.

FOREIGN CURRENCY. While we are a global provider of transportation, e-commerce and business services, the substantial majority of our transactions are denominated in U.S. dollars. The principal foreign currency exchange rate risks to which we are exposed are in the Chinese yuan, euro, British pound, Brazilian real, Canadian dollarMexican peso and the British pound.Canadian dollar. Historically, our exposure to foreign currency fluctuations is more significant with respect to our revenues than our expenses, as a significant portion of our expenses are denominated in U.S. dollars, such as aircraft and fuel expenses. During 2013 and 2012,2015, foreign currency fluctuations had a slightlymoderately positive impact on operating income. The impact of foreign currency fluctuations was slightly negative in 2014. However, favorable foreign currency fluctuations also may have had an offsetting impact on the price we obtained or the demand for our services, which is not quantifiable. At May 31, 2013,2015, the result of a uniform 10% strengthening in the value of the dollar relative to the currencies in which our transactions are denominated would result in a decreasean increase in operating income of $132$36 million for 2014.2016. This theoretical calculation required under SEC guidelines assumes that each exchange rate would change in the same direction relative to the U.S. dollar, which is not consistent with our actual experience in foreign currency transactions. In addition to the direct effects of changes in exchange rates, fluctuations in exchange rates also affect the volume of sales or the foreign currency sales price as competitors’ services become more or less attractive. The sensitivity analysis of the effects of changes in foreign currency exchange rates does not factor in a potential change in sales levels or local currency prices.

COMMODITY. While we have market risk for changes in the price of jet and vehicle fuel, this risk is largely mitigated by our indexed fuel surcharges. For additional discussion of our indexed fuel surcharges, because our fuel surcharges are closely linked to market prices for fuel. Therefore, a hypothetical 10% change insee the price“Fuel” section of fuel would not be expected to materially affect our earnings over the long term.

However, our fuel surcharges have a timing lag (approximately six to eight weeks for FedEx Express“Management’s Discussion and FedEx Ground) before they are adjusted for changes in fuel prices. Our fuel surcharge index also allows fuel prices to fluctuate approximately 2% for FedEx ExpressAnalysis of Results of Operations and approximately 4% for FedEx Ground before an adjustment to the fuel surcharge occurs. Accordingly, our operating income in a specific period may be significantly affected should the spot price of fuel suddenly change by a substantial amount or change by amounts that do not result in an adjustment in our fuel surcharges.Financial Condition.”

OTHER. We do not purchase or hold any derivative financial instruments for trading purposes.

 

- 132142 -


SELECTED FINANCIAL DATA

The following table sets forth (in millions, except per share amounts and other operating data) certain selected consolidated financial and operating data for FedEx as of and for the five years ended May 31, 2013.2015. This information should be read in conjunction with the Consolidated Financial Statements, MD&A and other financial data appearing elsewhere in this Annual Report.

 

  2015(1)(5)   2014(5)   2013(2)(5)   2012(3)(5) 2011(4)(5) 
  2013(1)   2012(2)   2011(3)   2010(4)   2009(5)       (As Adjusted) 

Operating Results

                   

Revenues

  $  44,287   $  42,680   $  39,304   $  34,734   $  35,497   $  47,453    $  45,567    $  44,287    $  42,680   $  39,304  

Operating income

   2,551    3,186    2,378    1,998    747 

Income before income taxes

   2,455    3,141    2,265    1,894    677 

Net income

   1,561    2,032    1,452    1,184    98 

Operating income (loss)

   1,867     3,815     4,434     (399)   2,115  

Income (loss) before income taxes

   1,627     3,658     4,338     (444)   2,002  

Net income(loss)

   1,050     2,324     2,716     (220)   1,289  

Per Share Data

                   

Earnings per share:

          

Earnings (loss) per share:

         

Basic

  $4.95   $6.44   $4.61   $3.78   $0.31   $3.70    $7.56    $8.61    $(0.70 $4.09  

Diluted

  $4.91   $6.41   $4.57   $3.76   $0.31   $3.65    $7.48    $8.55    $(0.70)  $4.06  

Average shares of common stock outstanding

   315    315    315    312    311    283     307     315     315    315  

Average common and common equivalent shares outstanding

   317    317    317    314    312    287     310     317     317    317  

Cash dividends declared

  $0.56   $0.52   $0.48   $0.44   $0.44   $0.80    $0.60    $0.56    $0.52   $0.48  

Financial Position

                   

Property and equipment, net

  $18,484   $17,248   $15,543   $14,385   $13,417   $20,875    $19,550    $18,484    $17,248   $15,543  

Total assets

   33,567    29,903    27,385    24,902    24,244    37,069     33,070     33,567     29,903    27,385  

Long-term debt, less current portion

   2,739    1,250    1,667    1,668    1,930    7,249     4,736     2,739     1,250    1,667  

Common stockholders’ investment

   17,398    14,727    15,220    13,811    13,626    14,993     15,277     17,398     14,727    15,220  

Other Operating Data

                   

FedEx Express aircraft fleet

   647    660    688    667    654    647     650     647     660    688  

 

(1)

Results for 2015 include impairment and related charges of $276 million ($175 million, net of tax, or $0.61 per diluted share) resulting from the decision to permanently retire and adjust the retirement schedule of certain aircraft and related engines. See Note 1 to the accompanying consolidated financial statements. Additionally, results for 2015 include a charge of $197 million ($133 million, net of tax, or $0.46 per diluted share) in the fourth quarter to increase the legal reserve associated with the settlement of a legal matter at FedEx Ground to the amount of the settlement. See Note 18 to the accompanying consolidated financial statements.

(2)

Results for 2013 include $560 million ($353 million, net of tax, or $1.11 per diluted share) of business realignment costs and a $100 million ($63 million, net of tax, or $0.20 per diluted share) impairment charge resulting from the decision to retire 10 aircraft and related engines at FedEx Express. See Note 1 to the accompanying consolidated financial statements. Additionally, common stockholders’ investment includes an other comprehensive income increase of $861 million, net of tax, for the funded status of our retirement plans at May 31, 2013.

 

(2)(3)

Results for 2012 include a $134 million ($84 million, net of tax, or $0.26 per diluted share) impairment charge resulting from the decision to retire 24 aircraft and related engines at FedEx Express and the reversal of a $66 million legal reserve initially recorded in 2011. See Note 1 to the accompanying consolidated financial statements. Additionally, common stockholders’ investment includes an other comprehensive income charge of $2.4 billion, net of tax, for the funded status of our retirement plans at May 31, 2012.

 

- 143 -


(3)(4)

Results for 2011 include charges of approximately $199 million ($104 million, net of tax and applicable variable incentive compensation impacts, or $0.33 per diluted share) for the combination of our FedEx Freight and FedEx National LTL operations and a $66 million reserve associated with a legal matter at FedEx Express. See Note 1 to the accompanying consolidated financial statements. Additionally, common stockholders’ investment includes an other comprehensive income charge of $350 million, net of tax, for the funded status of our retirement plans at May 31, 2011.

(4)

Common stockholders’ investment includes an other comprehensive income charge of $1.0 billion, net of tax, for the funded status of our retirement plans at May 31, 2010.

 

(5)

Results for 2009 include a chargemark-to-market losses of $1.2$2.2 billion ($1.11.4 billion, net of tax, or $3.45$4.81 per diluted share) primarily for impairment charges associated with goodwillin 2015 and aircraft. Additionally, common stockholders’ investment includes an other comprehensive income charge$15 million ($9 million, net of $1.2tax, or $0.03 per diluted share) in 2014, a gain of $1.4 billion ($835 million, net of tax, or $2.63 per diluted share) in 2013 and losses of $3.9 billion ($2.5 billion, net of tax, foror $7.76 per diluted share) in 2012 and $555 million ($344 million, net of tax, or $1.09 per diluted share) in 2011 from actuarial adjustments to pension and postretirement healthcare plans related to the funded statusmeasurement of our retirement plans at May 31, 2009.plan assets and liabilities. See Note 1 and Note 13 of the accompanying consolidated financial statements.

 

- 133144 -


REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

FedEx Corporation

We have audited the consolidated financial statements of FedEx Corporation as of May 31, 20132015 and 2012,2014, and for each of the three years in the period ended May 31, 2013,2015, and have issued our report thereon dated July 15, 201314, 2015 (included elsewhere in this Annual Report on Form 10-K). Our audits also included the financial statement schedule listed in Item 15(a) in this Annual Report on Form 10-K. This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on this schedule based on our audits.

In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

Memphis, Tennessee

July 15, 201314, 2015

 

- 134145 -


SCHEDULE II

FEDEX CORPORATION

VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED MAY 31, 2013, 2012,2015, 2014, AND 20112013

(IN MILLIONS)

 

      ADDITIONS           ADDITIONS     

DESCRIPTION

  BALANCE
AT
BEGINNING
OF YEAR
   CHARGED
TO
EXPENSES
   CHARGED
TO
OTHER
ACCOUNTS
 DEDUCTIONS BALANCE
AT
END OF
YEAR
   BALANCE
AT

BEGINNING
OF YEAR
   CHARGED
TO

EXPENSES
   CHARGED
TO
OTHER
ACCOUNTS
 DEDUCTIONS BALANCE
AT
END OF
YEAR
 

Accounts Receivable Reserves:

                

Allowance for Doubtful Accounts

                

2015

  $81   $145   $  $140(a)  $86 
  

 

   

 

   

 

  

 

  

 

 

2014

   94    130       143(a)   81 
  

 

   

 

   

 

  

 

  

 

 

2013

  $94   $167   $  $167(a)  $94    94    167       167(a)   94 
  

 

   

 

   

 

  

 

  

 

 

2012

   97    160       163(a)   94 
  

 

   

 

   

 

  

 

  

 

 

2011

   93    152       148(a)   97 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Allowance for Revenue Adjustments

                

2015

  $83   $   $740(b)  $724(c)  $99 
  

 

   

 

   

 

  

 

  

 

 

2014

   82        626(b)   625(c)   83 
  

 

   

 

   

 

  

 

  

 

 

2013

  $84   $   $573(b)  $575(c)  $82    84        573(b)   575(c)   82 
  

 

   

 

   

 

  

 

  

 

 

2012

   85        570(b)   571(c)   84 
  

 

   

 

   

 

  

 

  

 

 

2011

   73        532(b)   520(c)   85 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Inventory Valuation Allowance:

                

2015

  $212   $23   $  $28  $207 
  

 

   

 

   

 

  

 

  

 

 

2014

   205    20       13   212 
  

 

   

 

   

 

  

 

  

 

 

2013

  $184   $24   $  $3  $205    184    24       3   205 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

2012

   169    15          184 
  

 

   

 

   

 

  

 

  

 

 

2011

   170    13       14   169 
  

 

   

 

   

 

  

 

  

 

 

 

(a)

Uncollectible accounts written off, net of recoveries.

 

(b)

Principally charged against revenue.

 

(c)

Service failures, rebills and other.

 

- 135146 -


FEDEX CORPORATION

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(UNAUDITED)

(IN MILLIONS, EXCEPT RATIOS)

 

  Year Ended May 31,   Year Ended May 31, 
  2013   2012   2011   2010   2009   2015   2014   2013   2012(1)   2011 

Earnings:

          

Income before income taxes

  $  2,455   $  3,141   $  2,265   $  1,894   $  677 
      (As Adjusted) 

Earnings (loss):

          

Income (loss) before income taxes

  $  1,627   $  3,658   $  4,338   $  (444  $  2,002 

Add back:

                    

Interest expense, net of capitalized interest

   82    52    86    79    85    235    160    82    52    86 

Amortization of debt issuance costs

   5    5    16    14    5    5    4    5    5    16 

Portion of rent expense representative of interest factor

   864    797    852    806    795    908    876    864    797    852 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Earnings as adjusted

  $3,406   $3,995   $3,219   $2,793   $1,562   $2,775   $4,698   $5,289   $410   $2,956 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Fixed Charges:

                    

Interest expense, net of capitalized interest

  $82   $52   $86   $79   $85   $235   $160   $82   $52   $86 

Capitalized interest

   45    85    71    80    71    37    29    45    85    71 

Amortization of debt issuance costs

   5    5    16    14    5    5    4    5    5    16 

Portion of rent expense representative of interest factor

   864    797    852    806    795    908    876    864    797    852 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  $996   $939   $1,025   $979   $956   $1,185   $1,069   $996   $939   $1,025 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Ratio of Earnings to Fixed Charges

   3.4    4.3    3.1    2.9    1.6    2.3    4.4    5.3         2.9 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

(1)

Earnings for 2012 were inadequate to cover fixed charges. Additional earnings of $529 million would have been necessary to bring the ratio for this period to 1.0.

 

- 136147 -


EXHIBIT INDEX

 

Exhibit

    Number    

 

Description of Exhibit

Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
     2.1Merger Protocol, dated as of April 6, 2015, between FedEx and TNT Express N.V. (Filed as Exhibit 2.1 to FedEx’s Current Report on Form 8-K dated April 6, 2015 and filed April 9, 2015, and incorporated herein by reference.)
     2.2Irrevocable Undertaking, dated as of April 6, 2015, between FedEx and PostNL N.V. (Filed as Exhibit 2.2 to FedEx’s Current Report on Form 8-K dated April 6, 2015 and filed April 9, 2015, and incorporated herein by reference.)
 Certificate of Incorporation and Bylaws
     3.1 Third Amended and Restated Certificate of Incorporation of FedEx. (Filed as Exhibit 3.1 to FedEx’s Current Report on Form 8-K dated September 26, 2011 and filed September 28, 2011, and incorporated herein by reference.)
     3.2 Amended and Restated Bylaws of FedEx. (Filed as Exhibit 3.33.1 to FedEx’s Current Report on Form 8-K dated September 26, 2011March 9, 2015 and filed March 10, 2015, and incorporated herein by reference.)
Long-Term Debt Instruments
     4.1Indenture, dated as of August 8, 2006, between FedEx, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A. (formerly, The Bank of New York Trust Company, N.A.), as trustee. (Filed as Exhibit 4.3 to FedEx’s Registration Statement on Form S-3 filed on September 28, 2011,19, 2012, and incorporated herein by reference.)
     4.2Supplemental Indenture No. 2, dated as of January 16, 2009, between FedEx, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. (Filed as Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated January 13, 2009 and filed January 16, 2009, and incorporated herein by reference.)
     4.3Form of 8.000% Note due 2019. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated January 13, 2009 and filed January 16, 2009, and incorporated herein by reference.)
     4.4Supplemental Indenture No. 3, dated as of July 27, 2012, between FedEx, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. (Filed as Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated July 24, 2012 and filed July 30, 2012, and incorporated herein by reference.)
     4.5Form of 2.625% Note due 2022. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated July 24, 2012 and filed July 30, 2012, and incorporated herein by reference.)
     4.6Form of 3.875% Note due 2042. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated July 24, 2012 and filed July 30, 2012, and incorporated herein by reference.)

-E-1-


     4.7Supplemental Indenture No. 4, dated as of April 11, 2013, between FedEx, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. (Filed as Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed April 11, 2013, and incorporated herein by reference.)
     4.8Form of 2.70% Note due 2023. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed April 11, 2013, and incorporated herein by reference.)
     4.9Form of 4.10% Note due 2043. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed April 11, 2013, and incorporated herein by reference.)
     4.10Supplemental Indenture No. 5, dated as of January 9, 2014, between FedEx, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. (Filed as Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2014, and incorporated herein by reference.)
     4.11Form of 4.000% Note due 2024. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2014, and incorporated herein by reference.)
     4.12Form of 4.900% Note due 2034. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2014, and incorporated herein by reference.)
     4.13Form of 5.100% Note due 2044. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2014, and incorporated herein by reference.)
     4.14Supplemental Indenture No. 6, dated as of January 9, 2015, between FedEx, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. (Filed as Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2015, and incorporated herein by reference.)
     4.15Form of 2.300% Note due 2020. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2015, and incorporated herein by reference.)
     4.16Form of 3.200% Note due 2025. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2015, and incorporated herein by reference.)
     4.17Form of 3.900% Note due 2035. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2015, and incorporated herein by reference.)
     4.18Form of 4.100% Note due 2045. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2015, and incorporated herein by reference.)
     4.19Form of 4.500% Note due 2065. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2015, and incorporated herein by reference.)
  Facility Lease Agreements
10.1  Composite Lease Agreement dated May 21, 2007 (but effective as of January 1, 2007) between the Memphis-Shelby County Airport Authority (the “Authority”) and FedEx Express.Express (the “Composite Lease Agreement”). (Filed as Exhibit 10.1 to FedEx’s FY07 Annual Report on Form 10-K, and incorporated herein by reference.)

-E-2-


10.2  First Amendment dated December 29, 2009 (but effective as of September 1, 2008) to the Composite Lease Agreement dated May 21, 2007 (but effective as of January 1, 2007) between the Authority and FedEx Express.Agreement. (Filed as Exhibit 10.1 to FedEx’s FY10 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.3  Second Amendment dated March 30, 2010 (but effective as of June 1, 2009) and Third Amendment dated April 27, 2010 (but effective as of July 1, 2009), each amending the Composite Lease Agreement dated May 21, 2007 (but effective as of January 1, 2007) between the Authority and FedEx Express.Agreement. (Filed as Exhibit 10.3 to FedEx’s FY10 Annual Report on Form 10-K, and incorporated herein by reference.)
10.4  Fourth Amendment dated December 22, 2011 (but effective as of December 15, 2011) to the Composite Lease Agreement dated May 21, 2007 (but effective as of January 1, 2007) between the Authority and FedEx Express.Agreement. (Filed as Exhibit 10.4 to FedEx’s FY12 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.5  Fifth Amendment dated December 19, 2012 (but effective as of January 1, 2013) to the Composite Lease Agreement dated May 21, 2007 (but effective as of January 1, 2007) between the Authority and FedEx Express.Agreement. (Filed as Exhibit 10.5 to FedEx’s FY13 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.6  Special Facility Lease AgreementSixth Amendment dated as of August 1, 1979 between the Authority and FedEx Express. (Filed as Exhibit 10.15 to FedEx Express’s FY90 Annual Report on Form 10-K, and incorporated herein by reference.)
10.7First Special Facility Supplemental Lease Agreement dated as of May 1, 1982 between the Authority and FedEx Express. (Filed as Exhibit 10.25 to FedEx Express’s FY93 Annual Report on Form 10-K, and incorporated herein by reference.)
10.8Second Special Facility Supplemental Lease Agreement dated as of November 1, 1982 between the Authority and FedEx Express. (Filed as Exhibit 10.26 to FedEx Express’s FY93 Annual Report on Form 10-K, and incorporated herein by reference.)

Exhibit

    Number    

Description of Exhibit

10.9Third Special Facility Supplemental Lease Agreement dated as of December 1, 1984 between the Authority and FedEx Express. (Filed as Exhibit 10.25 to FedEx Express’s FY95 Annual Report on Form 10-K, and incorporated herein by reference.)
10.10Fourth Special Facility Supplemental Lease Agreement datedSeptember 19, 2013 (but effective as of July 1, 1992 between2014) to the Authority and FedEx Express.Composite Lease Agreement. (Filed as Exhibit 10.20 to FedEx Express’s FY92 Annual Report on Form 10-K, and incorporated herein by reference.)
10.11Fifth Special Facility Supplemental Lease Agreement dated as of July 1, 1997 between the Authority and FedEx Express. (Filed as Exhibit 10.35 to FedEx Express’s FY97 Annual Report on Form 10-K, and incorporated herein by reference.)
10.12Sixth Special Facility Supplemental Lease Agreement dated as of December 1, 2001 between the Authority and FedEx Express. (Filed as Exhibit 10.2810.5 to FedEx’s FY02 Annual Report on Form 10-K, and incorporated herein by reference.)
10.13Seventh Special Facility Supplemental Lease Agreement dated as of June 1, 2002 between the Authority and FedEx Express. (Filed as Exhibit 10.3 to FedEx’s FY03 First Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.14Special Facility Lease Agreement dated as of July 1, 1993 between the Authority and FedEx Express. (Filed as Exhibit 10.29 to FedEx Express’s FY93 Annual Report on Form 10-K, and incorporated herein by reference.)
10.15Special Facility Ground Lease Agreement dated as of July 1, 1993 between the Authority and FedEx Express. (Filed as Exhibit 10.30 to FedEx Express’s FY93 Annual Report on Form 10-K, and incorporated herein by reference.)
10.16First Amendment dated December 29, 2009 (but effective as of September 1, 2008) to the Special Facility Ground Lease Agreement dated as of July 1, 1993 between the Authority and FedEx Express. (Filed as Exhibit 10.2 to FedEx’s FY10 ThirdFY14 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
  Aircraft-Related Agreements
10.17    10.7  Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Express (the “Boeing 777 Freighter Purchase Agreement”). Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.amended (the “Exchange Act”). (Filed as Exhibit 10.1 to FedEx’s FY07 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.18    10.8  Supplemental Agreement No. 1 dated as of June 16, 2008 to the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. (Filed as Exhibit 10.13 to FedEx’s FY08 Annual Report on Form 10-K, and incorporated herein by reference.)
10.19    10.9  Supplemental Agreement No. 2 dated as of July 14, 2008 to the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. (Filed as Exhibit 10.3 to FedEx’s FY09 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)

Exhibit

    Number    

Description of Exhibit

10.20    10.10  Supplemental Agreement No. 3 dated as of December 15, 2008 (and related side letters) to the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.4 to FedEx’s FY09 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.21    10.11  Supplemental Agreement No. 4 dated as of January 9, 2009 (and related side letters) to the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.1 to FedEx’s FY09 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)

-E-3-


10.22    10.12  Side letters dated May 29, 2009 and May 19, 2009, amending the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.17 to FedEx’s FY09 Annual Report on Form 10-K, and incorporated herein by reference.)
10.23    10.13  Supplemental Agreement No. 5 dated as of January 11, 2010 to the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.3 to FedEx’s FY10 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.24    10.14  Supplemental Agreement No. 6 dated as of March 17, 2010, Supplemental Agreement No. 7 dated as of March 17, 2010, and Supplemental Agreement No. 8 (and related side letters) dated as of April 30, 2010, each amending the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.22 to FedEx’s FY10 Annual Report on Form 10-K, and incorporated herein by reference).reference.)
10.25    10.15  Supplemental Agreement No. 9 dated as of June 18, 2010, Supplemental Agreement No. 10 dated as of June 18, 2010, Supplemental Agreement No. 11 (and related side letter) dated as of August 19, 2010, and Supplemental Agreement No. 13 (and related side letter) dated as of August 27, 2010, each amending the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.1 to FedEx’s FY11 First Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.26    10.16  Supplemental Agreement No. 12 (and related side letter) dated as of September 3, 2010, Supplemental Agreement No. 14 (and related side letter) dated as of October 25, 2010, and Supplemental Agreement No. 15 (and related side letter) dated as of October 29, 2010, each amending the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.2 to FedEx’s FY11 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)

Exhibit

    Number    

Description of Exhibit

10.27    10.17  Supplemental Agreement No. 16 (and related side letters) dated as of January 31, 2011, and Supplemental Agreement No. 17 dated as of February 14, 2011, each amending the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.1 to FedEx’s FY11 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.28    10.18  Supplemental Agreement No. 18 (and related side letter) dated as of March 30, 2011 to the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.26 to FedEx’s FY11 Annual Report on Form 10-K, and incorporated herein by reference.)

-E-4-


10.29    10.19  Supplemental Agreement No. 19 (and related side letter) dated as of October 27, 2011, amending the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.2 to FedEx’s FY12 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.30    10.20  Supplemental Agreement No. 20 (and related side letters) dated as of December 14, 2011, amending the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.2 to FedEx’s FY12 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.31    10.21Supplemental Agreement No. 21 dated as of June 29, 2012, amending the Boeing 777 Freighter Purchase Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.2 to FedEx’s FY13 First Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.22Supplemental Agreement No. 22 (and related side letters) dated as of December 11, 2012, amending the Boeing 777 Freighter Purchase Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.2 to FedEx’s FY13 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.23Supplemental Agreement No. 23 (and related side letters) dated as of December 10, 2013, amending the Boeing 777 Freighter Purchase Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.4 to FedEx’s FY14 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.24  Boeing 767-3S2 Freighter Purchase Agreement dated as of December 14, 2011 between The Boeing Company and FedEx Express.Express (the “Boeing 767-3S2 Freighter Purchase Agreement”). Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.1 to FedEx’s FY12 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.32    10.25  Supplemental Agreement No. 1 (and related side letters) dated as of June 29, 2012, amending the Boeing 767-3S2 Freighter Purchase Agreement dated as of December 14, 2011 between The Boeing Company and Federal Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.1 to FedEx’s FY13 First Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.33    10.26  Supplemental Agreement No. 212 dated as of June 29,October 8, 2012, amending the Boeing 777767-3S2 Freighter Purchase Agreement dated November 7, 2006 between The Boeing Company and Federal Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.2 to FedEx’s FY13 FirstSecond Quarter Report onForm 10-Q, and incorporated herein by reference.)

-E-5-


Exhibit

    Number    

Description of Exhibit

10.34    10.27  Supplemental Agreement No. 23 (and related side letters) dated as of October 8,December 11, 2012, amending the Boeing767-3S2 Freighter Purchase Agreement dated as of December 14, 2011 between The Boeing Company and Federal Express.Agreement. Confidential treatment has been granted 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’s FY13 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.35Supplemental Agreement No. 3 (and related side letters) dated as of December 11, 2012, amending the Boeing 767-3S2 Freighter Purchase Agreement dated as of December 14, 2011 between The Boeing Company and Federal Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.1 to FedEx’s FY13 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.36    10.28  Supplemental Agreement No. 224 (and related side letters)letter) dated as of December 11, 2012,10, 2013, amending the Boeing 777767-3S2 Freighter Purchase Agreement dated November 7, 2006 between The Boeing Company and Federal Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange ActAct. (Filed as Exhibit 10.3 to FedEx’s FY14 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.29Supplemental Agreement No. 5 (and related side letters) dated as of 1934, as amended.September 29, 2014, amending the Boeing767-3S2 Freighter Purchase Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.2 to FedEx’s FY13FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.30Letter Agreement dated as of January 22, 2015, amending the Boeing 767-3S2 Freighter Purchase Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.5 to FedEx’s FY15 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
  U.S. Postal Service Agreements
10.37    10.31  Transportation Agreement dated July 31, 2006April 23, 2013 between the United States Postal Service (the “USPS”)USPS and FedEx Express.Express (the “USPS Transportation Agreement”). Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.52 to FedEx Corporation’s FY13 Annual Report on Form 10-K, and incorporated herein by reference.)
    10.32Amendment dated May 28, 2013, amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.53 to FedEx’s FY13 Annual Report on Form 10-K, and incorporated herein by reference.)
    10.33Amendment dated June 24, 2013, amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.1 to FedEx’s FY14 First Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.34Amendment dated October 10, 2013 (but effective as of September 30, 2013), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.1 to FedEx’s FY14 Second Quarter Report onForm 10-Q/A (Amendment No. 1), and incorporated herein by reference.)
    10.35Amendment dated October 15, 2013 (but effective as of October 10, 2013), amending the USPS Transportation Agreement. (Filed as Exhibit 10.2 to FedEx’s FY14 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)

-E-6-


    10.36Amendment dated November 7, 2013 (but effective as of October 1, 2013), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.3 to FedEx’s FY14 Second Quarter Report onForm 10-Q/A (Amendment No. 1), and incorporated herein by reference.)
    10.37Amendment dated November 7, 2013 (but effective as of December 15, 2013), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.4 to FedEx’s FY14 Second Quarter Report onForm 10-Q/A (Amendment No. 1), and incorporated herein by reference.)
    10.38Amendment dated December 16, 2013 (but effective as of November 4, 2013), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.1 to FedEx’s FY14 Third Quarter Report onForm 10-Q, and incorporated herein by reference.)
    10.39Amendment dated December 16, 2013 (but effective as of December 2, 2013), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.2 to FedEx’s FY14 Third Quarter Report on Form10-Q, and incorporated herein by reference.)
    10.40Amendment dated March 27, 2014 (but effective as of January 6, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.38 to FedEx’s FY14 Annual Report onForm 10-K, and incorporated herein by reference.)
    10.41Amendment dated March 27, 2014 (but effective as of February 3, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.39 to FedEx’s FY14 Annual Report on Form 10-K, and incorporated herein by reference.)
    10.42Amendment dated March 27, 2014 (but effective as of March 3, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.40 to FedEx’s FY14 Annual Report on Form 10-K, and incorporated herein by reference.)
    10.43Amendment dated April 16, 2014 (but effective as of March 31, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.41 to FedEx’s FY14 Annual Report on Form 10-K, and incorporated herein by reference.)

-E-7-


    10.44Amendment dated May 27, 2014 (but effective as of April 28, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.42 to FedEx’s FY14 Annual Report on Form 10-K, and incorporated herein by reference.)
    10.45Amendment dated May 27, 2014 (but effective as of May 14, 2014), amending the USPS Transportation Agreement. (Filed as Exhibit 10.43 to FedEx’s FY14 Annual Report on Form 10-K, and incorporated herein by reference.)
    10.46Amendment dated June 25, 2014 (but effective as of June 2, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted 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’s FY15 First Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.47Amendment dated June 25, 2014 (but effective as of June 2, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted 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’s FY07FY15 First Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.38    10.48Amendment dated September 9, 2014 (but effective as of June 27, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.3 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.49Amendment dated September 9, 2014 (but effective as of September 30, 2013), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.4 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.50Amendment dated September 9, 2014 (but effective as of June 27, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.5 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.51Amendment dated September 24, 2014 (but effective as of June 30, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.6 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.52Amendment dated September 30, 2014 (but effective as of July 28, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.7 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)

-E-8-


    10.53Amendment dated October 1, 2014 (but effective as of September 1, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.8 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.54Amendment dated September 30, 2014 (but effective as of September 29, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.9 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.55  Amendment dated November 30, 2006 to the Transportation Agreement dated July 31, 2006 between4, 2014 (but effective as of September 29, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and FedEx Express.financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.10 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.56Amendment dated November 4, 2014 (but effective as of December 1, 2013), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.11 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.57Amendment dated December 23, 2014 (but effective as of October 27, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted 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’s FY15 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.58Amendment dated December 10, 2014 (but effective as of November 24, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted 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’s FY07 SecondFY15 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.39    10.59  Letter AgreementAmendment dated March 8, 2007 and Letter Agreement dated May 14, 2007, eachDecember 23, 2014 (but effective as of January 5, 2015), amending the USPS Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.1510.3 to FedEx’s FY07 Annual Report on Form 10-K, and incorporated herein by reference.)
10.40Amendment dated June 20, 2007 and Amendment dated July 31, 2007, each amending the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted 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’s FY08 FirstFY15 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.41    10.60  Amendment dated February 19, 2015 (but effective as of December 4, 2007 to the Transportation Agreement dated July 31, 2006 between1, 2014), amending the USPS and FedEx Express. Confidential treatment has been granted 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’s FY08 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)

Exhibit

    Number    

Description of Exhibit

10.42Letter Agreement dated October 23, 2008 and Amendment dated October 23, 2008, each amending the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted 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’s FY09 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.43Letter Agreement dated March 4, 2009, amending the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. (Filed as Exhibit 10.24 to FedEx’s FY09 Annual Report on Form 10-K, and incorporated herein by reference.)
10.44Letter Agreement dated September 29, 2009, amending the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted 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’s FY10 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.45Amendment dated December 8, 2009 to the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.4 to FedEx’s FY10 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.46Letter Agreement dated August 30, 2010, amending the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted 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’s FY11 First Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.47Amendment dated November 22, 2010 to the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.3 to FedEx’s FY11 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.48Letter Agreement dated September 9, 2011, amending the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.3 to FedEx’s FY12 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.49Amendment dated December 5, 2011 to the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.3 to FedEx’s FY12 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.50Amendment dated December 3, 2012 to the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.3 to FedEx’s FY13FY15 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)

-E-9-


Exhibit

    Number    

Description of Exhibit

10.51Letter Agreement dated January 25, 2013, amending the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.4 to FedEx’s FY13 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
*10.52Transportation Agreement dated April 23, 2013 between the USPS and FedEx Express. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
*10.53Amendment dated May 28, 2013, amending the Transportation Agreement dated April 23, 2013 between the USPS and FedEx Express. 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.
  Financing Agreement
10.54    10.61  Five-Year Credit Agreement dated as of April 26, 2011, among FedEx, JPMorgan Chase Bank, N.A., individually and as administrative agent, and certain lenders. (Filed as Exhibit 99.1 to FedEx’s Current Report on Form 8-K dated April 26, 2011 and filed April 29, 2011, and incorporated herein by reference.)
10.55    10.62  

First Amendment dated March 1, 2013 amending the Five-Year Credit Agreement dated April 26, 2011, among FedEx, JPMorgan Chase Bank, N.A., individually and as administrative agent, and certain lenders. (Filed as Exhibit 10.6 to FedEx’s FY13 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)

FedEx is not filing any other instruments evidencing any indebtedness because the total amount of securities authorized under any single such instrument does not exceed 10% of the total assets of FedEx and its subsidiaries on a consolidated basis. Copies of such instruments will be furnished to the Securities and Exchange Commission upon request.

  Management Contracts/Compensatory Plans or Arrangements
10.56    10.63  Amendment to 1993 Stock Incentive Plan. (Filed as Exhibit 10.63 to FedEx Express’s FY94 Annual Report on Form 10-K, and incorporated herein by reference.)
10.571995 Stock Incentive Plan and Form of Stock Option Agreement pursuant to 1995 Stock Incentive Plan. (The 1995 Stock Incentive Plan was filed as Exhibit A to FedEx Express’s FY95 Definitive Proxy Statement, and is incorporated herein by reference, and the form of stock option agreement was filed as Exhibit 99.2 to FedEx Express’s Registration Statement No. 333-03443 on Form S-8, and is incorporated herein by reference.)
10.58Amendment to 1993 and 1995 Stock Incentive Plans. (Filed as Exhibit 10.79 to FedEx Express��s FY97 Annual Report on Form 10-K, and incorporated herein by reference.)
10.591997 Stock Incentive Plan, as amended, and Form of Stock Option Agreement pursuant to the 1997 Stock Incentive Plan. (The 1997 Stock Incentive Plan was filed as Exhibit 4.3 to FedEx’s Registration Statement on Form S-8, Registration No. 333-71065, and is incorporated herein by reference, and the form of stock option agreement was filed as Exhibit 4.4 to FedEx’s Registration Statement No. 333-71065 on Form S-8, and is incorporated herein by reference.)

Exhibit

    Number    

Description of Exhibit

10.60    10.64  Amendment to the 1997 Stock Incentive Plan. (Filed as Exhibit A to FedEx’s FY98 Definitive Proxy Statement, and incorporated herein by reference.)
10.61    10.65  FedEx 1999 Stock Incentive Plan and Form of Stock Option Agreement pursuant to the 1999 Stock Incentive Plan. (The 1999 Stock Incentive Plan was filed as Exhibit 4.3 to FedEx’s Registration Statement No. 333-34934 on Form S-8, and is incorporated herein by reference, and the form of stock option agreement was filed as Exhibit 4.4 to FedEx’s Registration Statement No. 333-34934 on Form S-8, and is incorporated herein by reference.)
10.62    10.66  FedEx 2002 Stock Incentive Plan and Form of Stock Option Agreement pursuant to the 2002 Stock Incentive Plan. (The 2002 Stock Incentive Plan was filed as Exhibit 4.3 to FedEx’s Registration Statement No. 333-100572 on Form S-8, and is incorporated herein by reference, and the form of stock option agreement was filed as Exhibit 4.4 to FedEx’s Registration Statement No. 333-100572 on Form S-8, and is incorporated herein by reference.)
10.632001 Restricted Stock Plan and Form of Restricted Stock Agreement pursuant to 2001 Restricted Stock Plan. (Filed as Exhibit 10.60 to FedEx’s FY01 Annual Report on Form 10-K, and incorporated herein by reference.)
10.64    10.67  Amendment to 2001 Restricted Stock Plan. (Filed as Exhibit 10.67 to FedEx’s FY02 Annual Report on Form 10-K, and incorporated herein by reference.)
10.65Amendment tothe 1995, 1997, 1999 and 2002 Stock Incentive Plans and the 2001 Restricted Stock Plan. (Filed as Exhibit 10.3 to FedEx’s FY04 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)

-E-10-


10.66    10.68  FedEx Corporation Incentive Stock Plan, as amended; Amendment to FedEx Corporationthe Incentive Stock Plan, as amended, and the 1997, 1999 and 2002 Stock Incentive Plans; Form of Terms and Conditions of stock option grant pursuant to FedEx Corporationthe Incentive Stock Plan, as amended; and Form of Restricted Stock Agreement pursuant to FedEx Corporationthe Incentive Stock Plan, as amended. (The FedEx Corporation Incentive Stock Plan, as amended, was filed as Exhibit 4.1 to FedEx’s Registration Statement No. 333-156333 on Form S-8, and is incorporated herein by reference; the Amendment to FedEx Corporationthe Incentive Stock Plan, as amended, and the 1997, 1999 and 2002 Stock Incentive Plans was filed as Exhibit 4.2 to FedEx’s Registration Statement No.333-156333 on Form S-8, and is incorporated herein by reference; the Form of Terms and Conditions of stock option grant pursuant to FedEx Corporationthe Incentive Stock Plan, as amended, was filed as Exhibit 4.3 to FedEx’s Registration Statement No. 333-156333 on Form S-8, and is incorporated herein by reference; and the Form of Restricted Stock Agreement pursuant to FedEx Corporation Incentive Stock Plan, as amended, was filed as Exhibit 4.4 to FedEx’s Registration StatementNo. 333-156333 onForm S-8, and is incorporated herein by reference.)
10.67    10.69  FedEx Corporation Incentive Stock Plan 2005 Inland Revenue Approved Sub-Plan for the United Kingdom and Form of Share Option Agreement pursuant to the FedEx Corporation Incentive Stock Plan 2005 Inland Revenue Approved Sub-Plan for the United Kingdom. (The United Kingdom Sub-Plan was filed as Exhibit 4.2 to FedEx’s Registration StatementNo. 333-130619 on Form S-8, and is incorporated herein by reference, and the form of share option agreement pursuant to the UKUnited Kingdom Sub-Plan was filed as Exhibit 4.3 to FedEx’s Registration StatementNo. 333-130619 on Form S-8, and is incorporated herein by reference.)

Exhibit

    Number    

Description of Exhibit

10.68    10.70  Amendments to the 1993, 1995, 1997, 1999 and 2002 Stock Incentive Plans, as amended, the 2001 Restricted Stock Plan, as amended, and FedEx Corporationthe Incentive Stock Plan, as amended. (Filed as Exhibit 10.48 to FedEx’s FY10 Annual Report on Form 10-K, and incorporated herein by reference.)
10.69    10.71  Amendments to the 1993, 1995, 1997, 1999 and 2002 Stock Incentive Plans, the 2001 Restricted Stock Plan and FedEx Corporationthe Incentive Stock Plan. (Filed as Exhibit 10.2 to FedEx’s FY11 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.70    10.72  FedEx Corporation2010 Omnibus Stock Incentive Plan, as amended (the “2010 Omnibus Stock Incentive Plan”); Form of Terms and Conditions of stock option grant pursuant to the 2010 Omnibus Stock Incentive Plan; Form of Terms and Conditions of restricted stock option grant pursuant to FedEx Corporationthe 2010 Omnibus Stock Incentive Plan; and Form of Terms and Conditions of restricted stock grantRestricted Stock Agreement pursuant to FedEx Corporationthe 2010 Omnibus Stock Incentive Plan. (The FedEx Corporation 2010 Omnibus Stock Incentive Plan was filed as Exhibit 4.3 to FedEx’s Registration Statement No. 333-192957 on Form S-8, and is incorporated herein by reference; the Form of Terms and Conditions of stock option grant was filed as Exhibit 4.4 to FedEx’s Registration Statement No. 333-171232 on Form S-8, and is incorporated herein by reference; the Form of Terms and Conditions of stock option grant pursuant to FedEx Corporation 2010 Omnibus Stock Incentive Plan was filed as Exhibit 4.4 to FedEx’s Registration Statement No. 333-171232 on Form S-8, and is incorporated herein by reference; and the Form of Terms and Conditions of restricted stock grant pursuant to FedEx Corporationthe 2010 Omnibus Stock Incentive Plan was filed as Exhibit 4.5 to FedEx’s Registration Statement No. 333-171232 on Form S-8, and is incorporated herein by reference; and the Form of Restricted Stock Agreement was filed as Exhibit 4.5 to FedEx’s Registration StatementNo. 333-192957 onForm S-8, and is incorporated herein by reference.)
10.71    10.73  Amended and Restated FedEx Corporation Retirement Parity Pension Plan. (Filed as Exhibit 10.35 to FedEx’s FY08 Annual Report on Form 10-K, and incorporated herein by reference.)
10.72    10.74  FedEx Express Supplemental Long Term Disability Plan and Amendment to the Plan. (Filed as Exhibit 10.56 to FedEx’s FY11 Annual Report on Form 10-K, and incorporated herein by reference.)

-E-11-


*10.73  *10.75 Compensation Arrangements with Named Executive Officers.
10.74    10.76 Compensation Arrangements with Outside Directors. (Filed as Exhibit 10.199.1 to FedEx’s FY13 Second QuarterCurrent Report onForm 10-Q,8-K dated and filed September 29, 2014, and incorporated herein by reference.)
10.75    10.77 FedEx’s Amended and Restated Retirement Plan for Outside Directors. (Filed as Exhibit 10.2 to FedEx’s FY09 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.76    10.78 Form of revised Management Retention Agreement dated March 18, 2010, entered into between FedEx and each of Frederick W. Smith, David J. Bronczek, Robert B. Carter, Michael L. Ducker, T. Michael Glenn, Alan B. Graf, Jr., WilliamHenry J. Logue, David F. RebholzMaier and Christine P. Richards. (Filed as Exhibit 10.5 to FedEx’s FY10 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
 Other Exhibits
*12  *12 Statement re Computation of Ratio of Earnings to Fixed Charges (presented on page 136147 of this Annual Report on Form 10-K).
*21  *18Letter on Change in Accounting Principles.
  *21 Subsidiaries of Registrant.
*23  *23 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

Exhibit

    Number    

Description of Exhibit

*24  *24 Powers of Attorney.
*31.1  *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  *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  *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  *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.

 

*Filed herewith.

 

E-10-E-12-