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, 2013.2016.

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
Floating Rate Notes due 2019New York Stock Exchange
0.500% Notes due 2020New York Stock Exchange
1.000% Notes due 2023New York Stock Exchange
1.625% Notes due 2027New 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, 2012,2015, was approximately $26.3$40.6 billion. The Registrant has no non-voting stock.

As of July 12, 2013, 316,584,46514, 2016, 265,524,323 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 20132016 annual meeting of stockholders to be held on September 23, 201326, 2016 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

   2325  

ITEM 1B. Unresolved Staff Comments

   2325  

ITEM 2. Properties

   2325  

ITEM 3. Legal Proceedings

   2830  

ITEM 4. Mine Safety Disclosures

   2830  

Executive Officers of the Registrant

   2830  
PART II  

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

   3133  

ITEM 6. Selected Financial Data

   3134  

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

   3134  

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

   3134  

ITEM 8. Financial Statements and Supplementary Data

   3134  

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

   3234  

ITEM 9A. Controls and Procedures

   3234  

ITEM 9B. Other Information

   3234  
PART III  

ITEM 10. Directors, Executive Officers and Corporate Governance

   3335  

ITEM 11. Executive Compensation

   3335  

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

   3335  

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

   3335  

ITEM 14. Principal Accountant Fees and Services

   3335  
PART IV  

ITEM 15. Exhibits, Financial Statement Schedules

   3436

ITEM 16. Form 10–K Summary

36  
FINANCIAL SECTION  

Table of Contents

   3739  

Management’s Discussion and Analysis

   3941  

Consolidated Financial Statements

   8292  

Other Financial Information

   132147  

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EXHIBITS  

Exhibit Index

   E-1  

Exhibit 10.52

Exhibit 10.5310.7

Exhibit 10.7310.25

Exhibit 10.34

Exhibit 10.83

Exhibit 10.84

Exhibit 10.85

Exhibit 10.86

Exhibit 10.87

Exhibit 10.88

Exhibit 10.89

Exhibit 10.90

Exhibit 12

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

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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 fourthe following 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”), which offers a range of supply chain solutions, and FedEx CrossBorder, LLC, formerly Bongo International, LLC (“FedEx CrossBorder”), which is a leader in cross-border enablement technology and solutions.

TNT Express: Acquired near the end of our 2016 fourth quarter, TNT Express B.V., formerly TNT Express N.V. (“TNT Express”), is an international express transportation, small-package ground delivery and freight transportation company. TNT Express services are primarily classified by the speed, distance, weight and size of consignments. While a majority of its shipments are between businesses, TNT Express also offers business-to-consumer services to select key customers. TNT Express operates road transportation networks and delivers to over 200 countries.

 

 

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. On August 31, 2015, our FedEx SmartPost business was merged into FedEx Ground. The FedEx Ground segment also includes FedEx SmartPost Inc., whichservice 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 remains an important component of our FedEx Ground service offerings. The FedEx Ground segment also includes 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.functions that support our other companies. The FedEx Services segment also includes FedEx TechConnect, Inc., 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. On May 31, 2016, FedEx TechConnect, Inc. (“FedEx TechConnect”) was merged into FedEx Services. Following the merger, the services previously provided by FedEx TechConnect, including customer service and billing and collection services for our U.S. customers and technical support services, are now performed by FedEx Services.

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In 2017, TNT Express’s results will be disclosed as a reportable segment and combined with the FedEx Express reportable segment in a new reporting structure referred to as the FedEx Express Group. For more information about the FedEx Express Group and our reportable segments, please see “Business Segments” beginning on page 9 of this Annual Report on Form 10-K. 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.

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 theSecurities & Exchange Commission (“SEC”). The 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 we post on our Investor Relations website could be deemed to be material information. We encourage investors, the media and others interested in FedEx 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 U.S. 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 onupon 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

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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 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 responseIn 2014, we began replacing some of our retired aircraft with the more efficient, lower-emission Boeing 767-300 Freighter (“B767F”) aircraft. The B767F aircraft 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 sluggish economic growth,continue rationalizing capacity and modernizing our aircraft fleet to more effectively serve customers, we recently retired from service 10an additional 15 aircraft and 21 related engines and shortenedadjusted the depreciable livesretirement schedule of an additional 7623 aircraft and related57 engines. In addition, we have decreased capacity between Asia and the United States.

At the same time, we continue to expand network capacity at our growing and highly successful FedEx Ground segment. Strategic managementsegment where we continue to boost package volumes.

TNT Express is the largest acquisition in FedEx history. The addition of TNT Express expands our global portfolio, particularly in Europe, and will lower our cost to serve European markets by increasing density in our pickup-and-delivery operations and accelerate our global growth. We will enhance our capabilities globally by leveraging TNT Express’s low-cost road networks in different regions around the world. We have begun the process of integrating the TNT Express operations with the FedEx Ground business resulted in higher yieldsExpress network. Although the integration will take several years to fully execute, TNT Express and volumes boosted by e-commerceFedEx Express have the benefit of similar and market share gains from continued growth in our FedEx Home Deliverycomplementary corporate cultures and a common mission of providing superior service in 2013.and value to customers around the world.

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:

Growth of E-Commerce: E-commerce continues to be a catalyst for the other trends below 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.

 

 

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 as 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.

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The growth of e-commerce over the last several years has been significant. According to third-party reports, total e-commerce activity now accounts for one in six discretionary dollars spent by consumers. If this trend continues, calendar year 2016 will be the seventh consecutive year that online sales grew near or above 15% year-over-year. We believe that FedEx is well positioned to provide innovative solutions to meet the growing demand of e-commerce. FedEx continues to invest in growth at FedEx Ground in order to take advantage of opportunities in the business-to-consumer market in the U.S. GENCO has a broad portfolio of returns services to meet the needs of e-commerce merchants and customers.

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 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 2016, we:

Made the beginningstrategic acquisition of 2013, we:TNT Express, which will allow us to more quickly broaden our portfolio of international transportation solutions to take advantage of market trends, especially the continuing growth in e-commerce.

Continued the integration 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 acquisitionsSuccessfully integrated Bongo International, LLC (“Bongo”) and rebranded it as FedEx CrossBorder, a leader in Poland, Francecross-border enablement technologies and Brazil,solutions, which has capabilities that complement 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 FedEx portfolio of offerings important to the rapidly growing 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.e-commerce market.

 

Introduced enhancementsEnhanced service offerings at FedEx Office through the eBay Valet Drop-Off program, a collaboration with eBay, Inc. (“eBay”) that allows customers to thebring items to a FedEx Deep Frozen Shipping Solution that offer more optionsOffice location to be packed and broader accessshipped to the end-to-end service that helps customers move temperature-sensitive samplesan eBay processing center to be sold. FedEx Office also introduced a faster, cost-effective and specimens around the world using an innovative liquid nitrogen dry vapor technology that maintains a temperature below -150 degrees Celsius for upstreamlined system of delivering professional print services to 10 days.

Expanded the availability of our sensor-based SenseAware service, which provides 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 flexibility and reach.

Continued to utilize FedEx Freight’s expertise in technology and operational excellence under the unified LTL network to provide a powerful value proposition tolarge, commercial customers.

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 at FedEx Express by the end of 2016 (from the full year 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,Express. Our profit improvement programs included multiple initiatives, primarily across FedEx Express and FedEx Services, are reducingto reduce our overall cost structure. For example, we completed a voluntary program offering cash buyouts to eligible U.S.-based employees in certain staff functions,structure and approximately 3,600 employees either have left or will be leaving voluntarily by the end of 2014. 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 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 improveenhancing the quality of our internationalrevenue.

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We exited 2016 having achieved our profit improvement goals with a run rate of $1.6 billion of additional operating profit from the then 2013 base business. FedEx Express has improved operating income by approximately 170% from 2013, despite lower fuel surcharges and unfavorable exchange rates driving flat to declining revenue as customersduring the four-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 2017 business plan objectives will represent more fully funded compensation targets. While this program is completed, assuming continued modest growth in the U.S. and global economies, our profitability and productivity are expected to continue to make more economical choices in a low-growth global economy by moving the line-haul of certain slower-moving shipmentsincrease for years 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. The 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 solutions, expanding our small and medium-size customer base and adding services for vertical industries such as healthcare and aerospace. Our way forward is clear,come as we continue to make FedEx an even leaner, more efficient business.further leverage the benefits of these initiatives and fully integrate our recent business acquisitions.

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 2013,2016, FedEx ranked 10th8th inFORTUNE magazine’s “World’s Most Admired Companies” list — the 12th15th consecutive year we have been ranked in the top 20 on the list. Additionally, FedEx recently ranked 12thin the top 50 on the Reputation Institute’s “U.S Reputation Pulse”2016 “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 2016 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 example, FedEx Express was once again 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 Work lists and have at least 5,000 employees worldwide. Additionally, in 2013, we were listed amongBlack Enterprisemagazine’s 2015 list of “40 Best Companies for Diversity,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 300,000400,000 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 threethe following five core focus areas: disaster preparedness, relief and recovery (American Red Cross, The Salvation Army, Direct Relief and Heart to Heart International); pedestrian and road safety (Safe Kids Worldwide and United Nations Decade of Action for Road Safety); and environmental sustainability (Arbour Day Foundation, EMBARQ, National Fish & Wildlife Foundation and The Nature Conservancy). We support minority access to higher education by funding scholarships, are a major sponsorgiving pillars:

Delivering for Good: Using our global network to deliver resources where they are needed most in times of disaster and for special shipments.

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Sustainable Transportation: Developing solutions that connect the world responsibly and resourcefully, especially in urban areas.

Employment Pathways: Giving a pathway to meaningful employment for underserved populations.

Road Safety: Protecting pedestrians and making roads safer worldwide.

Global Entrepreneurship: Advancing women and minority-owned small businesses and entrepreneurs around the world.

In the midst of the National Civil Rights MuseumEuropean migrant crisis, FedEx worked with disaster relief agencies and alsocommitted approximately $1 million in cash and transportation support Teach for America, Junior Achievementto deliver critical medical aid and ORBIS International. Additionally, FedEx supports

communities throughout the United States with an annual United Way employee giving campaign. In the aftermath of Superstorm Sandy, FedEx steppedsupplies to refugees in Europe and assisted in delivering almost 4 million pounds of relief aid on behalf of agencies such as the American Red Cross, Heart to Heart International, Direct Relief and The Salvation Army.Turkey. For additional information on our community involvement and disaster relief efforts, seehttp://csr.fedex.com.

In 2016, FedEx announced that it will invest $200 million in more than 200 communities by 2020 through its global giving platform, FedEx Cares. FedEx also supports communities throughout the U.S. with an annual United Way employee giving campaign. Additionally, more than 17,000 FedEx team members volunteered nearly 55,000 hours of service during FedEx Cares Week, a period dedicated to service projects in 500 communities in the U.S. and other regions FedEx serves around the globe.

Like our customers, many of our vendors are diverse businesses. For more than two decades, FedEx has supported small, women-owned and minority-owned businesses in our supply chain. Our Sourcing organization manages the enterprise-wide Supplier Diversity program, aligning efforts to increase our direct spend with diverse suppliers within our broader sourcing strategy. We work with regional and national diversity organizations to promote the growth of small and diverse businesses and to increase opportunities for FedEx to work with these enterprises. The Women’s Business Enterprise National Council named FedEx as a 2015 Top Corporation Award winner.

The Environment

In furtherance of our commitment to protecting the environment, we recently updated one of our long-term goalsinitiated an effort to increase FedEx Express vehicle fuel efficiency to reflect the significant progress30% from a 2005 baseline by 2020, and in 2016, we have made over the last several years —announced that we have already reached more than 22 percent cumulative improvement in fuel economy since 2005. Ourhad surpassed that goal is to now increase FedEx Express vehicle fuel efficiency by 30 percent by 2020.. We also continue with our goal to reduce aircraft emissions intensity 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 2015 when we saved more than 100 million gallons of jet fuel at FedEx Express and avoided more than one million metric tons of carbon emissions — all while our shipment 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 approximately 1,900 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 nine15 solar facilities around the world, including the newest roof top solar-electric system at FedEx Express’s distribution hubwhich collectively avoided more than 4,600 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.2015. 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 more are being reviewed for certification. FedEx Express has made LEED certification the standard for newly built U.S. facilities. In addition, the FedEx India headquarters and the FedEx Office headquarters each received LEED certification in 2015 and 2016, respectively.

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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 2015, 96% 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,March 2016, our Board of Directors adopted a proxy access bylaw that permits up to 20 stockholders approved our proposal to amend FedEx’s certificate of incorporation in order to allow holders of 20 percentowning 3% or more of FedEx’s commonoutstanding voting stock the rightcontinuously for at least three years to call special meetingsnominate and include in FedEx’s proxy materials directors constituting up to two individuals or 20% of stockholders. Additionally, in June 2012, the Board, adopted a lead independent director corporate governance structure.whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws.

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 Group

On May 25, 2016, we acquired TNT Express, a leading international express transportation, small-package ground delivery and freight transportation company. In 2017, TNT Express’s results will be disclosed as reportable segment and combined with the FedEx Express reportable segment in a new reporting structure referred to as the FedEx Express Group. During the integration process, we anticipate these segments will each continue to have discrete financial information that will be regularly reviewed when evaluating performance and making resource allocation decisions. However, they are being combined for financial reporting discussion purposes into a collective business as a result of their management reporting structure. Furthermore, over time their operations will be integrated, therefore presenting a group view provides a basis for future year-over-year comparison purposes.

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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 160,700168,000 employees and has approximately 52,40060,000 drop-off locations (including FedEx Office centers), 647643 aircraft and approximately 54,10057,000 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.

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.”

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International Expansion

We are focused onIn May 2016, we acquired TNT Express, which has express delivery operations in Europe, the long-term expansion ofMiddle East and Africa, Asia-Pacific and South America. This acquisition expands our international presence, especially in key markets such as China, India, Europe and Latin America. We recently made strategic movesglobal portfolio, particularly in Europe, and Latin America. will lower our costs to serve European markets by increasing density in our pickup-and-delivery operations and accelerate our global growth. We have begun the process of integrating TNT Express operations with the FedEx Express network, which will take several years to fully execute.

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, continue our strategic European and Latin American growth plans and are expected to provide important contributions to our long-term growth, productivity and profitability. Additionally, in 2013,markets.

Since we opened 48 new stations across Europe pursuant to our organic growth strategy. In June 2013, 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.

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) 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.On January 4, 2016, FedEx Express offers its customers discounts generally based on actual or potentialimplemented a 4.9% average daily revenue produced.list price increase for FedEx Express U.S. domestic, U.S. export and U.S. import services.

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 2016 was based on the average spot price for jet fuel published for April 2013.March 2016. 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

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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. Effective November 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: 2013201612%2%; 2012201514%6%; and 2011201410%9%. These percentages include certainSee 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 surcharge reductions that are associated withon our annual base rate increases.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 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 2013,2016, 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
 

2016

  $1,726     3.4

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  

2010

   2,342     6.7  

2009

   2,932     8.3  

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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,companies, air freight forwarders and the USPS. FedEx Express’s principal international competitors are DHL, UPS, TNT, other foreign postal authorities, freight forwarders, passenger airlines and all-cargo airlines. We also compete with startup companies that combine technology with crowdsourcing to focus on local market needs. 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, 2013,2016, FedEx Express employed approximately 112,000115,000 permanent full-time and 48,700approximately 53,000 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 ofat FedEx Express, who constituterepresent a small percentagenumber of our total employees, are represented by the Air Line Pilots Association, International (“ALPA”), and are employed under a collective bargaining agreement. This agreement becamethat took effect on November 2, 2015. The collective bargaining agreement is scheduled to become amendable in March 2013, and the partiesNovember 2021, after a six-year term. In addition to our pilots at FedEx Express, certain of FedEx Express’s non-U.S. employees are currently in negotiations.unionized.

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, FedEx Trade Networks continued to execute an aggressive plan to expandalso provides international trade advisory services, including assistance with the Customs-Trade Partnership Against Terrorism 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 120 freight forwarding offices in 26 countries and Global Trade Data, an information tool that allows customers to track and manage imports. FedEx Trade Networks provides international trade advisory services, including assistance with the Customs-Trade Partnership Against Terrorism (C-TPAT) program, 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 mission 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. FedEx Trade Networks has approximately 4,5705,100 employees and 146136 offices in 123120 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.

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In 2016, we completed the integration of Bongo and rebranded it as FedEx CrossBorder. FedEx CrossBorder, a subsidiary of FedEx Trade Networks, is a leader in cross-border enablement technologies and solutions. FedEx CrossBorder’s capabilities complement and expand the FedEx portfolio of offerings important to international e-commerce. FedEx CrossBorder’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. FedEx CrossBorder’s capabilities include export compliance management, Harmonized System classification, currency conversions, international payment options inclusive of language translation, shopping cart management, duty and tax calculations and credit card fraud protection. FedEx CrossBorder is headquartered in St. Petersburg, Florida.

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.

TNT Express Segment

Overview

Recently acquired TNT Express is a leading international express transportation, small-package ground delivery and freight transportation company. TNT Express collects, transports and delivers documents, parcels and freight on a day-definite or time-definite basis. TNT Express services are primarily classified by the speed, distance, weight and size of consignments. Whereas the majority of its shipments are between businesses, TNT Express also offers business-to-consumer services to select key customers. TNT Express operates road transportation networks and delivers to over 200 countries.

Services

TNT Express provides two types of express services — Express and Economy Express. The Express services are day-definite and delivered next-day or fastest-by-air for distances for which next-day is not possible. The Economy Express services are also day-definite and are delivered fastest-by-road, except for intercontinental deliveries which depend on air. For both Express and Economy Express services, TNT has time-definite options for customers requiring delivery before a certain time. TNT also provides specialized or extremely urgent deliveries which include products such as same-day, value-added and non-standard freight services.

Pricing

TNT Express periodically updates list prices for the majority of its services. In general, shipping rates are based on the selected service, destination zone, (volumetric) weight, and any ancillary service charge. TNT Express offers its customers discounted prices generally based on actual or potential volumes and/or revenue.

TNT Express has an indexed fuel surcharge that varies by region or country and by product. The fuel surcharge percentage is subject to monthly adjustment based upon the price of a designated fuel type. Updated information on the fuel surcharge is available attnt.com.

If a customer has requirements that fall outside of TNT Express’s standard service levels, but are acceptable under its standard operating procedures, TNT Express will provide the service with an additional charge to cover the additional costs incurred. For instance, collections and deliveries in certain remote and less accessible locations will incur an out-of-area charge.

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Operations

TNT Express has a worldwide presence with domestic, regional and intercontinental delivery. TNT Express’s customers are primarily large companies and multinationals, as well as small and medium-sized enterprises. The main industries served by TNT Express are industrial, automotive, high-tech and healthcare.

Services are delivered through a combination of physical infrastructures such as hubs, depots and vehicles, and electronic infrastructures such as track-and-trace systems. TNT Express operates road networks in Europe, the Middle East, Asia, Australia and South America. TNT Express’s unique European road network connects more than 40 countries through 19 road hubs and over 540 depots. TNT Express conducts its operations through a fleet of approximately 42,000 road pickup-and-delivery and linehaul vehicles. Principal competitors of TNT Express include DHL, UPS, DPD (a subsidiary of France’s La Poste’s GeoPost), General Logistics Systems (a Royal Mail-owned parcel delivery group), foreign postal authorities and freight forwarders.

As a condition precedent to its acquisition by FedEx, TNT Express sold its two airlines, TNT Airways and Pan Air Líneas Aéreas, to ASL Aviation Group, as European regulations prohibit foreign ownership of European-based airlines. TNT Express and ASL Aviation Group entered into a multi-year service agreement to operate flights for the FedEx-TNT Express combination. Per the terms of the service agreement, ASL Aviation Group intends to operate the airlines in a manner that will maintain contracts with former TNT Express partner airlines, contractors and suppliers. The airlines operate primarily out of TNT’s central air hub in Liege, Belgium.

As of May 31, 2016, TNT Express had approximately 55,000 employees, of which 99% are employed outside the U.S. TNT Express also relies upon subcontractors and agents to conduct its pickup-and-delivery and linehaul operations. David Binks is the President and Chief Executive Officer of TNT Express (he reports to the FedEx Express Executive Vice President and Chief Operating Officer). TNT Express’s headquarters are located in Hoofddorp, The Netherlands.

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

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shippers and their customers and is the first residential ground package delivery service to have offered a money-back guarantee.    On August 31, 2015, our FedEx SmartPost business was merged into FedEx Ground. The FedEx SmartPost service 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 any residential address or PO Box in the U.S. and remains an important component of our FedEx Ground service offerings.

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 4, 2016, FedEx Ground and FedEx Home Delivery average list prices increased 4.9%. In addition, on November 2, 2015, FedEx Ground increased surcharges for shipments that exceed the published maximum weight or dimensional limits.

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 2016 was based on the average diesel fuel price published for April 2013.March 2016. 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 November 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 528575 facilities, including 33 hubs, in the United StatesU.S. and Canada. FedEx Ground conducts its operations primarily with approximately 35,64052,000 owner-operated vehicles and approximately 38,10051,000 company-owned trailers. To provide FedEx Home Delivery service and FedEx SmartPost 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-basedinternet-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.”

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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 manyall FedEx Authorized ShipCenters in the United States.U.S.

As of May 31, 2013,2016, FedEx Ground had approximately 53,30081,000 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,issue. During the third quarter of 2016, we reached agreements in principle to settle all of the 19 cases on appeal in the multidistrict litigation. These cases involve a numbercontractor model which FedEx Ground has not operated since 2011. In addition, we are defending contractor-model cases that are not or are no longer part of recent judicial decisions supportthe multidistrict litigation. These cases are in varying stages of litigation. We will continue to vigorously defend ourselves in these proceedings and continue to 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 classification, and the company believes its relationship with its contractors is generally excellent.independent contractors. 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.

In the third quarter of 2016, FedEx Ground has made changesannounced plans to its relationships withimplement 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 anagreement throughout its entire geographic service area that includes multiple routes,U.S. pickup and (ii) negotiate independent agreements with FedEx Ground, rather than agree to a standard contract.delivery network. To date, FedEx Ground has transitionedservice providers in 24 states are operating under, or transitioning to, the ISP modelagreement. The transition to the ISP agreement in 17 states. Depending onthe remaining 26 states is expected to be completed by 2020. The costs associated with these transitions will be recognized in the periods incurred and are not expected to be material to any future quarter.

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 than 11,000 employees at approximately 119 facilities, GENCO offers a complete range of product lifecycle logistics® services to customers in the technology, consumer, industrial, retail, and healthcare markets. GENCO is headquartered in Pittsburgh, Pennsylvania. The financial results of this business are included in the FedEx Ground segment from the date of acquisition. GENCO has a small number of considerations, FedEx Ground may transition to it in other states as well.

In addition, becauseemployees that are members 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, approximately 87% of FedEx Ground’s package volume was delivered by business owners operating multiple routes.

FedEx SmartPostunions.

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 26 distribution hubs and approximately 7,430 employees, FedEx SmartPost provides delivery to all residential addresses in the United States, including PO Boxes and military destinations. For more information about our relationship with the USPS, see Item 1A of this Annual Report on Form 10-K (“Risk Factors”).

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

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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,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.

In 2016, FedEx Freight introduced the new FedEx Freight box, which makes transporting LTL shipments simple with improved flexibility, increased security, better shipment integrity and no freight classification. The FedEx Freight box comes in two sizes: a standard freight box that requires a pallet to ship and a smaller freight box with an integrated pallet. The ability to choose between freight boxes makes freight shipping accessible to any business. With a distance-based pricing structure, the FedEx Freight box allows customers to ship LTL with flat rates. The FedEx Freight box was initially introduced into selected markets during the second half of 2016, and was subsequently rolled out to customers nationwide in June 2016.

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. On January 4, 2016, FedEx Freight implemented zone-based pricing on U.S. and other LTL shipping rates. Also, on January 4, 2016, FedEx Freight implemented a 4.9% average increase in certain U.S. and other shipping rates.

As of May 31, 2013,2016, 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-wayXPO Logistics, Inc.), UPS Freight, Old Dominion Freight Line, Inc. and ABF Freight System, Inc.(a subsidiary of ArcBest Corporation).

In 2014 and 2015, the International Brotherhood of Teamsters (“Teamsters”) petitioned for National Labor Relations 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, FedEx Freight appealed all four elections to federal appellate courts. Two of those appeals are still pending. The Eighth Circuit Court of Appeals upheld the election results in two of the locations, Charlotte, North Carolina and Croydon, Pennsylvania. We have begun bargaining with the unions in Charlotte and Croydon, but no substantive proposals have been exchanged between the parties. No new petitions for elections were filed in 2016.

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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 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, technical support, billing and collection services, and certain other back-office support. We merged FedEx TechConnect into FedEx Services, effective May 31, 2016. 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, 2013,2016, the FedEx Services segment had approximately 33,30030,000 employees (including approximately 15,50015,000 at FedEx Office).

Customer 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 by InformationWeek 500 as a top technology innovatorranked No. 1 in the United States for 17 consecutivefirst-ever InformationWeek Elite 100 Decade Award category, recognizing the 10 companies that have ranked the highest on average in the InformationWeek Elite 100, a compilation of the top business technology innovators in the U.S., over the past 10 years. FedEx ranked No. 5 overall on the 2016 InformationWeek Elite 100 list. Additionally, FedEx was named a recipient of the 2015 CIO 100 Award from International Data Group’sCIO magazine. The annual award program recognizes organizations around the world that exemplify the highest level of operational and strategic excellence in information technology.

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 nearlyover 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

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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 servicessolutions including the FedEx mobile application, FedEx mobile website and SMS text messaging. The FedEx Mobile app provides convenience for recipients to track packages, get quick rates and estimated delivery times, quickly find the nearest FedEx location and easily access FedEx Delivery Manager to customize home deliveries. It is available on most Web-enabled mobileAndroid™ and Apple devices, such as the BlackBerryiPhone® and Android™ smartphones, and includes enhanced support for Apple products, such as the iPhone, iPod touch®, iPod touchand iPad® and iPad® mobile digital devices.. The FedEx Mobilemobile website has expanded to more than 220206 countries and territories and 25 languages. FedEx Mobile allows customers to track the status of packages, create shipping labels, getview account-specific rate quotes and access drop-off location information. SMS Notifications allows customers to track or follow a package via text messaging, and it is currently available in five countries.

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 continuedcontinues to provide customers with innovative solutions. For example, in 2013May 2014 FedEx TechConnect (now FedEx Services) opened a package laboratory providing FedEx Express, FedEx Ground and FedEx Freight customers with the following enhancements:

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, locationsfree package testing and times of delivery.design services.

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 seamlessly with e-commerce platforms such as eBay, Amazon, Etsy, Google Checkout and Yahoo to allow business owners to organize, review and process their shipments from multiple stores in one place.

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

The UEFA Europa League, a major European soccer cup competition that spans 192 teams across 54 European nations

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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 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, Additionally, FedEx SameDay City has expanded to include 24 markets across the U.S., which allows customers to get their packages across town in the same day with local delivery by FedEx Office uniformed team members in branded FedEx Office delivery vehicles.

FedEx Office also 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. In May 2016, eBay and FedEx Office announced the eBay Valet Drop-Off Program to make it easier for consumers to sell items online. The eBay Valet Drop-Off Program will allow customers to bring in items to a FedEx Office location, where, backed by the FedEx Office Packing Pledge, a FedEx Office team member will pack and ship the item(s) to an eBay Valet processing center to be listed, sold and shipped to the buyer. Once the item(s) sells, the customer will receive payment via PayPal, and customers will receive updates and notifications throughout the selling process.

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Almost all FedEx Office locations provide local pick-uppickup 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 uploadaccess files from some of the most popular cloud Web sitesproviders including Box, Dropbox, and Google Drive™ and Microsoft OneDrive® 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 in select U.S. ZIP codes, which allows customers to get their packages across town in the same day with local delivery by

In July 2015, FedEx Office uniformed employees.launched a faster, cost-effective and streamlined way to deliver professional print services to large, commercial customers. Using an industry-leading software system, large or complex print jobs are directed to one of the FedEx Office centralized production centers. FedEx Office team members at the network fulfillment center then quickly view and assess the print production volume within the network, and direct print jobs to more than 100 color and monochrome digital presses across the country. The enhanced system then allows the FedEx Office network fulfillment center to manage the distribution of print jobs originating in one location to be sent for completion at production locations closer to the customer’s point of need, leveraging the vast FedEx Office national network for centralized, regionalized and localized printing, based on distribution requirements.

As of May 31, 2013,2016, FedEx Office operated approximately 1,800 locations,customer facing centers, including 3025 locations in four foreign countries, as well as 20 closedCanada, and also operated 33 centralized production centers. During 2016, FedEx Office is headquarteredrelocated to its new corporate headquarters in Dallas,Plano, 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 SmartPostCustom Critical, FedEx CrossBorder, GENCO and FedEx Custom Critical,TNT Express, 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.

Regulation

Air. Under the Federal Aviation Act of 1958, as amended, both the U.S. Department of Transportation (“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.

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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.

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

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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”).

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.

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Labor. All U.S. employees at FedEx Express are covered by the Railway Labor Act of 1926, as amended (the “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 Board 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 8187 of this Annual Report on Form 10-K.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

ITEM 2.PROPERTIES

FedEx Express Group

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.

- 25 -


Aircraft and Vehicles

As of May 31, 2013,2016, 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     27     0     27    233,300  

Boeing MD11

  38    26    64    192,600     32     24     56    192,600  

Boeing MD10-30

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

Boeing MD10-10

  47    0    47    137,500     30     0     30    137,500  

Boeing 747-400

   2     0     2    261,400  

Boeing 767F

   29     3     32    127,100  

Airbus A300-600

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

Airbus A310-200/300

  30    0    30    83,170  

Airbus A310-300

   10     0     10    83,170  

Boeing B757-200

  89    0    89(2)   63,000     119     0     119(2)   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     239     0     239    2,830  
 

 

  

 

  

 

    

 

   

 

   

 

  

Total

      581        66        647          579         64         643   
 

 

  

 

  

 

    

 

   

 

   

 

  

 

 

(1) 

Maximum gross structural payload includes revenue payload and container weight.

(2)

Includes 16seven 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 B747s are four-engine, long-range, wide-bodied cargo aircraft. These aircraft are leased to and operated by a third party.

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 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.

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

At May 31, 2013,2016, FedEx Express operated approximately 54,10057,000 ground transport vehicles, including pickup and deliverypickup-and-delivery vans, larger trucks called container transport vehicles and over-the-road tractors and trailers.

- 26 -


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, 2013,2016, 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  

2017

      10        10     12          12  

2018

      10    2    12     16     2     18  

2019

   13     2     15  

2020

   12     3     15  

2021

   10     3     13  

Thereafter

      4    14    18     16     6     22  
 

 

  

 

  

 

  

 

   

 

   

 

   

 

 

Total

  13    50    20    83     79     16     95  
 

 

  

 

  

 

  

 

   

 

   

 

   

 

 

 

(1)

As of May 31, 2013,2016, our obligation to purchase four 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, 2013,2016, our obligation to purchase nineseven 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, 2013,2016, deposits and progress payments of $414$413 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.

Sorting and Handling Facilities

At May 31, 2013,2016, 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     3,768,345     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    Kansai Airports   2024  

- 27 -


 

 

(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. In May 2016, FedEx Express opened the FedEx Cold Chain Center at its Memphis hub. Designed to protect the integrity of temperature-sensitive healthcare and perishable shipments, the facility added approximately 83,000 square feet to FedEx Express’s facilities at Memphis International Airport and forms an integral part of the FedEx global cold chain network.

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 645636 facilities for city station operations in the United States. In addition, 560588 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.

- 28 -


As of May 31, 2013,2016, FedEx Express had approximately 38,50041,000 Drop Boxes. FedEx Express customers can also hasship from approximately 12,900 FedEx Authorized ShipCenters and other types of22,000 staffed drop-off locations, such asincluding FedEx Office centers.centers and FedEx Authorized ShipCenters. Internationally, FedEx Express had approximately 4,85013,000 drop-off locations.

TNT Express Segment

TNT Express corporate offices are located in Hoofddorp, The Netherlands. As of May 31, 2016, TNT Express had over 900 facilities worldwide, including road hubs, air hubs, depots and office facilities. These facilities are strategically located to cover the geographic areas served by TNT Express. TNT Express operates a central air hub near Liege, Belgium and a central European road hub in Duiven, The Netherlands. Approximately 42,000 vehicles, including 1,000 trailers, support TNT Express’s business.

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, 2013,2016, FedEx Ground had approximately 38,10051,000 company-owned trailers and owned or leased 528575 facilities, including 33 hubs. In addition, approximately 35,64052,000 owner-operated vehicles support FedEx Ground’s business. Of the 331373 facilities that support FedEx Home Delivery, 243303 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 388,000 square feet and range in size from 54,000approximately 107,000 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, 2013,2016, 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,Plano, Texas in leased facilities. As of May 31, 2013,2016, FedEx Office operated approximately 1,800 locations,customer facing centers, including 3025 locations in four foreign countries, as well as 20 closedCanada, and also operated 33 centralized 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-year

FedEx 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 640 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.

- 29 -


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.

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

  6871  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

  5962  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.

- 30 -


Name and Office

  

 Age 

  

Positions and Offices Held and Business Experience

Robert B. Carter

Executive Vice President — FedEx Information Services and Chief Information Officer

  5457  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,New York Life Insurance Company, a retailer operating luxury, specialtymutual life insurance company.

Michael L. Ducker

President and traditional department stores,Chief Executive Officer, FedEx Freight Corporation

62President 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 a director of First Horizon National Corporation,International Flavors & Fragrances Inc., a financial services holding company.global creator of flavors and fragrances used in consumer products.

T. Michael Glenn

Executive Vice President — Market Development and Corporate Communications

  5760  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.,plc, 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.

- 31 -


Name and Office

 Age 

Positions and Offices Held and Business Experience

Alan B. Graf, Jr.

Executive Vice President and Chief Financial Officer

  5962  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 of Mid-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.

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

  5962  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

  5861  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.FedEx.

- 32 -


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, 2013,14, 2016, there were13,151 12,453 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, 2016

      

Fourth Quarter

  $109.66    $90.61    $0.14    $169.30    $137.30    $0.25  

Third Quarter

   107.50     87.99     0.14     160.67     119.71     0.25  

Second Quarter

   94.26     83.92     0.14     164.94     140.01     0.25  

First Quarter

   93.17     83.80     0.14     185.19     130.13     0.25  

Fiscal Year Ended May 31, 2012

      

Fiscal Year Ended May 31, 2015

      

Fourth Quarter

  $96.89    $84.86    $0.13    $178.79    $163.60    $0.20  

Third Quarter

   97.19     76.95     0.13     183.51     163.57     0.20  

Second Quarter

   85.75     64.07     0.13     179.79     148.37     0.20  

First Quarter

   98.66     72.16     0.13     155.31     138.30     0.20  

FedEx also paid a cash dividend on July 1, 20132016 ($0.150.40 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 2013.2016.

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
 

Mar. 1-31, 2016

   1,570,000    $146.02     1,570,000     21,180,000  

Apr. 1-30, 2016

   1,043,000     164.68     1,043,000     20,137,000  

May 1-31, 2016

   1,162,000     162.36     1,162,000     18,975,000  
  

 

 

     

 

 

   

Total

   3,775,000    $156.21     3,775,000    

The repurchases were made under the stock repurchase program approved by our Board of Directors and announced on January 26, 2016 and through which we are authorized to purchase, in the open market or in the privately negotiated transactions, up to an aggregate of 25 million shares of our common stock. As of July 14, 2016, 17.6 million shares remained authorized for purchase under the January 2016 stock repurchase program, which is the only such program that currently exists. The program does not have an expiration date.

- 33 -


ITEM 6. SELECTED FINANCIAL DATA

Selected financial data as of and for the five years ended May 31, 20132016 is presented on page 133148 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 3941 through 8188 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 132147 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, 201318, 2016 thereon, are presented on pages 8491 through 131146 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, 20132016 (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 8289 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 8390 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

During our fiscal quarter ended May 31, 2013,Other than as explained below, no change occurred in our internal control over financial reporting during the fiscal year ended May 31, 2016, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

On May 25, 2016, we acquired TNT Express. As permitted by Securities and Exchange Commission rules, we elected to exclude TNT Express from our assessment of internal control over financial reporting as of May 31, 2016. Our integration of TNT Express’s systems and processes could cause changes to our internal controls over financial reporting in future periods.

ITEM 9B. OTHER INFORMATION

None.

- 34 -


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 20132016 annual meeting of stockholders, which will be held on September 23, 2013,26, 2016, 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 20132016 annual meeting of stockholders, which will be held on September 23, 2013,26, 2016, 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 20132016 annual meeting of stockholders, which will be held on September 23, 2013,26, 2016, 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 20132016 annual meeting of stockholders, which will be held on September 23, 2013,26, 2016, 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 20132016 and 20122015 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 20132016 annual meeting of stockholders, which will be held on September 23, 2013,26, 2016, and is incorporated herein by reference.

- 35 -


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, 201318, 2016 thereon, are listed on pages 3739 through 3840 and presented on pages 8491 through 131146 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, 201318, 2016 thereon, is presented on pages 134150 through 135151 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-15 for a list of the exhibits being filed or furnished with or incorporated by reference into this Annual Report on Form 10-K.

ITEM 16. FORM 10-K SUMMARY

None.

- 36 -


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, 201318, 2016 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, 201318, 2016

Frederick W. Smith

  

/s/ ALAN B. GRAF, JR.

 

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

 July 15, 201318, 2016

Alan B. Graf, Jr.

  

/s/ JOHN L. MERINO

 

Corporate Vice President and Principal Accounting Officer

(Principal Accounting Officer)

 July 15, 201318, 2016

John L. Merino

  

/s/ JAMES L. BARKSDALE *

 

Director

 July 15, 201318, 2016

James L. Barksdale

 

/s/ JOHN A. EDWARDSON *

 

Director

 July 15, 201318, 2016

John A. Edwardson

 

/s/ SHIRLEY ANN JACKSONMARVIN R. ELLISON *

 

Director

 July 15, 201318, 2016

Shirley Ann JacksonMarvin R. Ellison

 

/s/ STEVEN R. LORANGERJOHN C. INGLIS *

 

Director

 July 15, 201318, 2016

Steven R. LorangerJohn C. Inglis

 

/s/ KIMBERLY A. JABAL *

DirectorJuly 18, 2016

Kimberly A. Jabal

- 37 -


Signature

 

Capacity

 

Date

/s/ SHIRLEY ANN JACKSON *

Director

July 18, 2016

Shirley Ann Jackson

/s/ GARY W. LOVEMAN *

 

Director

 July 15, 201318, 2016

Gary W. Loveman

 

/s/ R. BRAD MARTIN *

 

Director

 July 15, 201318, 2016

R. Brad Martin

 

/s/ JOSHUA COOPER RAMO *

 

Director

 July 15, 201318, 2016

Joshua Cooper Ramo

 

/s/ SUSAN C. SCHWAB *

 

Director

 July 15, 201318, 2016

Susan C. Schwab

 

/s/ JOSHUA I. SMITH *

 

Director

July 15, 2013

Joshua I. Smith

/s/ DAVID P. STEINER *

 

Director

 July 15, 201318, 2016

David P. Steiner

 

/s/ PAUL S. WALSH *

 

Director

 July 15, 201318, 2016

Paul S. Walsh

 

*By: /s/ JOHN L. MERINO

July 18, 2016

John L. Merino

Attorney-in-Fact

  July 15, 2013

- 38 -


FINANCIAL SECTION TABLE OF CONTENTS

 

    PAGE  

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

  

Overview of Financial Section

   3941  

Results of Operations

   4143  

Recent Accounting Guidance

   5054  

Reportable Segments

   5155  

FedEx Services Segment

   5155  

FedEx Express SegmentGroup

   5356  

FedEx Ground Segment

   5862  

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

   8088  

Consolidated Financial Statements

  

Management’s Report on Internal Control over Financial Reporting

   8289  

Reports of Independent Registered Public Accounting Firm

   8390  

Consolidated Balance Sheets
May 31, 20132016 and 20122015

   8592  

 

-37-- 39 -


Consolidated Statements of Income
Years Ended May 31, 2013, 20122016, 2015 and 20112014

   8794  

Consolidated Statements of Comprehensive Income (Loss)
Years Ended May 31, 2013, 20122016, 2015 and 20112014

   8895  

Consolidated Statements of Cash Flows
Years Ended May 31, 2013, 20122016, 2015 and 20112014

   8996  

Consolidated Statements of Changes in Stockholders’ Investment
Years Ended May 31, 2013, 20122016, 2015 and 20112014

   9097  

Notes to Consolidated Financial Statements

   9198  

Other Financial Information

  

Quantitative and Qualitative Disclosures about Market Risk

   132147  

Selected Financial Data

   133148  

Report of Independent Registered Public Accounting Firm

   134150  

Schedule II Valuation and Qualifying Accounts

   135151  

Computation of Ratio of Earnings to Fixed Charges

   136152  

 

-38-- 40 -


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 and 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 20132016 results compared to 2012,2015 results, and 20122015 results compared to 2011.2014 results. This section also includes a discussion of key actions and events that impacted our results, as well as our outlook for 2014.2017.

 

The overview is followed by a financial summary and analysis (including a discussion of both historical operating results and our outlook for 2014)2017) 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 most 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; TNT Express B.V., formerly TNT Express N.V. (“TNT Express”), an international express, small-package ground delivery and freight transportation company that was acquired near the end of our 2016 fourth quarter; 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, customer service, technical support, billing and collection services, and certain back-office functions that 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-- 41 -


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;weight and size;

 

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

Except as otherwise specified, references to years indicate our fiscal year ended May 31, 20132016 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 group, including the FedEx Express and TNT Express reportable segments, the FedEx Ground segment and the FedEx Freight segment. Because TNT Express was acquired so late in 2016, its financial results are immaterial and are included in “Eliminations, corporate and other.” In 2017, TNT Express’s results will be disclosed as a reportable segment and combined with the FedEx Express reportable segment in a new reporting structure referred to as the FedEx Express Group. This reporting structure will continue throughout the integration of the TNT Express and FedEx Freight segments.Express businesses. Once these businesses are integrated, our segment reporting structure could change based on how we are operating, managing and assessing the performance of the integrated businesses.

 

-40-- 42 -


RESULTS OF OPERATIONS

CONSOLIDATED RESULTS

The following table compares summary operating results (dollars in millions, except per share amounts) for the years ended May 31:31.

 

                                                            
            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 
     2016(4)  2015  2014    2016/2015      2015/2014   

Consolidated revenues

   $      50,365   $      47,453   $      45,567    6    4  
   

 

 

  

 

 

  

 

 

   

FedEx Express Segment operating income(1)

    2,519    1,584    1,428    59    11  

FedEx Ground Segment operating income

    2,276    2,172    2,021    5    7  

FedEx Freight Segment operating income

    426    484    351    (12  38  

Eliminations, corporate and other(2)(3)

    (2,144  (2,373  15    10    NM  
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Consolidated operating income(3)

    3,077    1,867    3,815    65    (51
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

FedEx Express Segment operating margin(1)

    9.5  5.8  5.3  370bp   50bp 

FedEx Ground Segment operating margin

    13.7  16.7  17.4  (300)bp   (70)bp 

FedEx Freight Segment operating margin

    6.9  7.8  6.1  (90)bp   170bp 

Consolidated operating margin(2)(3)

    6.1  3.9  8.4  220bp   (450)bp 

Consolidated net income(3)

   $1,820   $1,050   $2,324    73    (55
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Diluted earnings per share

   $6.51   $3.65   $7.48    78    (51
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(1)

Operating 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.

- 43 -

(2)

Operating expenses include an impairment charge of $134 million resulting from the decision to retire 24 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)

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 20132016 compared to 2012,2015, and 20122015 compared to 2011 (dollars in2014 (in millions):.

 

  Revenues Operating Income   Year-over-Year Changes 
  Dollar Change Percent Change Dollar Change   Percent Change   Revenues Operating Income 
  2013/
2012
 2012/
2011
 2013/
2012
 2012/
2011
 2013/
2012
 2012/
2011
   2013/
2012
 2012/
2011
   2016/2015 2015/2014 2016/2015(4) 2015/2014 

FedEx Express segment(1)

  $656  $1,934   2   8  $(705 $32    (56  3   $(788 $118   $935   $156  

FedEx Ground segment(2)

   1,005   1,088   10   13   24   439    1   33    3,590    1,367    104    151  

FedEx Freight segment(3)

   119   371   2   8   46   337    28   193    9    434    (58  133  

FedEx Services segment

   (91  (13  (5  (1                48    9          

Other and eliminations

   (82  (4  NM    NM               

Eliminations, corporate and other(2)(3)

   53    (42  229    (2,388
  

 

  

 

    

 

  

 

      

 

  

 

  

 

  

 

 
  $    1,607  $    3,376   4   9  $    (635 $    808    (20  34   $2,912   $1,886   $1,210   $(1,948
  

 

  

 

    

 

  

 

      

 

  

 

  

 

  

 

 

 

(1)

FedEx Express segment 2013 operating2015 expenses include $405 millionimpairment and related charges of direct and allocated business realignment costs and an impairment charge of $100$276 million resulting from the decision to permanently retire 10and adjust the retirement schedule of certain 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 $105Operating income includes a loss of $1.5 billion in 2016, $2.2 billion in 2015 and $15 million in 2014 associated with our mark-to-market pension accounting further discussed in Note 13 of allocated business realignment costs.the accompanying consolidated financial statements.

 

(3)

Operating income in 2016 includes provisions related to independent contractor litigation matters at FedEx Freight segment 2013 operatingGround for $256 million and expenses include $50 millionrelated to the settlement of directa U.S. Customs and allocated business realignment costs. Additionally, FedEx Freight segment 2011 operating expenses include $133Border Protection notice of action in the amount of $69 million, in costseach case net of recognized immaterial insurance recovery. 2015 operating income 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-


(4)

Includes transaction, financing and integration planning expenses related to our TNT Express acquisition, as well as immaterial financial results of TNT Express from the date of acquisition, aggregating $132 million during 2016. These expenses are predominantly included in “Eliminations, corporate and other.”

Overview

Our results for 2013 reflect2016 include a significant$1.5 billion loss ($946 million, net of tax, or $3.39 per diluted share) associated with our fourth quarter mark-to-market (or MTM) benefit plans adjustment. Our 2016 results also include provisions for the settlement of and expected losses related to independent contractor litigation matters involving FedEx Ground for $256 million, net of recognized insurance recovery ($158 million, net of tax, or $0.57 per diluted share) and expenses related to the settlement of a U.S. Customs and Border Protection (“CBP”) notice of action regarding uncollected duties and merchandising processing fees in the amount of $69 million, net of recognized insurance recovery ($43 million, net of tax, or $0.15 per diluted share). These items are included in “Eliminations, corporate and other” and are further described below in this MD&A.

We acquired TNT Express on May 25, 2016. We incurred transaction, financing and integration planning expenses related to this acquisition of $132 million ($125 million, net of tax, or $0.45 per diluted share) in 2016, which includes the impact of certain charges (described below),costs not deductible for tax purposes as a result of the acquisition. These expenses also include TNT Express’s financial results from the time of acquisition, which negatively impacted our earnings by $1.31are immaterial, and are predominantly included in “Eliminations, corporate and other” in 2016.

During 2016, a favorable tax impact from an internal corporate restructuring to facilitate the integration of FedEx Express and TNT Express was recorded in the amount of $76 million (or $0.27 per diluted share. Beyond these factors, ourshare). See the “Income Taxes” section of this MD&A and Note 12 of the accompanying consolidated financial statements for more information.

Our 2016 results for 2013 benefited from the strong performance 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 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 retire from service 10 aircraft and related engines, which resulted in a noncash asset impairment charge of $100 million.

In addition, actions in 2012higher operating income at FedEx Express relatedas our profit improvement program that commenced in 2013 continued to fleet modernization resultedconstrain expense growth while improving revenue quality, and the positive net impact of fuel. Two additional operating days benefited all our transportation segments in the accelerated retirement of certain aircraft which negatively impacted our 2013 results2016. These factors were partially offset 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 profitabilitylower than anticipated revenue at FedEx Freight, and network expansion costs, higher self-insurance expenses and increased yields across allpurchased transportation rates at FedEx Ground. In addition, higher incentive compensation accruals, which were not impacted by the charges and credits described above, negatively impacted our operating segments. overall results.

- 44 -


In 2016, we repurchased an aggregate of $2.7 billion of our common stock through open market purchases. See additional information on the share repurchase program in Note 1 of the accompanying consolidated financial statements.

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 an independent contractor litigation matter at FedEx Ground. While these charges significantly impacted our consolidated 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 20122013, the positive net impact of fuel, and a lower year-over-year impact from severe winter weather. Our 2015 results include higher maintenance expense, primarily due to the timing lag that exists between when fuel prices changeof aircraft maintenance events at FedEx Express, and when indexed fuel surcharges automatically adjust. Our 2012 results includedhigher incentive compensation accruals, which were not affected by the reversal of a $66 millionmark-to-market accounting adoption, the aircraft impairment or the legal reserve initially recorded in 2011 andadjustment described above.

In 2015, we repurchased an aircraft impairment chargeaggregate of $134 million at FedEx Express.$1.3 billion of our common stock through open market purchases.

��

-42-- 45 -


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-- 46 -


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%6% in 2013 primarily2016 driven by the FedEx Ground segment due to volume growth in our residential services coupled with rate increases, and the inclusion of GENCO Distribution System, Inc. (“GENCO”) revenue for a full year. In addition, revenues increased approximately $1.2 billion in international domestic revenue2016 as a result of recording FedEx SmartPost service revenues on a gross basis, versus our previous net treatment, as further discussed in this MD&A and in Note 1 of the accompanying consolidated financial statements. Lower fuel surcharges had a significant negative impact on revenues at all of our transportation segments in 2016. Unfavorable exchange rates also negatively impacted revenues at FedEx Express and volume growthin 2016. Two additional operating days benefited revenues at FedEx Ground.all our transportation segments in 2016.

Revenues increased 4% in 2015 due to improved performance at all our transportation segments. At FedEx Ground, revenues increased 10%12% in 2013 primarily2015 due to higher volume growth from market share gains. At FedEx Express, revenues increased 2% due to increases in international domestic revenues from recent acquisitions andcontinued growth in both our freight-forwardingFedEx Home Delivery service and commercial business, at FedEx Trade Networks. Base revenue growth at FedEx Express in 2013 was constrained by global economic conditions as shifts in demandthe inclusion of GENCO results from our priority international services to our economy international servicesthe date of acquisition and lower rates resulted in declines in international export packageincreased yields. At FedEx Freight, revenues increased 2% as a result of8% in 2015 primarily due to higher yield and average daily LTL shipments.

During 2012, revenues increased 9% due to yield growth across all our transportation segments. Atshipments and revenue per shipment. Revenues at FedEx Express revenues increased 8% in 2012 led by higherwere flat during 2015, as 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 highervolume growth was offset by lower fuel surcharges and yield management programs, despite a decrease in volume.the negative impact of exchange rates.

 

-44-- 47 -


Retirement Plans MTM Adjustments

We incurred noncash pre-tax mark-to-market losses of $1.5 billion in 2016 ($946 million, net of tax, or $3.39 per diluted share), $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) 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.

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:

 

       2013          2012          2011     

Operating expenses:

    

Salaries and employee benefits

  $16,570  $16,099  $15,276 

Purchased transportation

   7,272   6,335   5,674 

Rentals and landing fees

   2,521   2,487   2,462 

Depreciation and amortization

   2,386   2,113   1,973 

Fuel

   4,746   4,956   4,151 

Maintenance and repairs

   1,909   1,980   1,979 

Business realignment, impairment and other charges

   660(1)   134(2)   89(3) 

Other (4)

   5,672   5,390   5,322 
  

 

 

  

 

 

  

 

 

 

Total operating expenses

  $41,736  $39,494  $36,926 
  

 

 

  

 

 

  

 

 

 

  2016 2015 2014 

Operating expenses:

    

Salaries and employee benefits

  $18,581   $17,110   $16,171  

Purchased transportation

   9,966    8,483    8,011  

Rentals and landing fees

   2,854    2,682    2,622  

Depreciation and amortization

   2,631    2,611    2,587  

Fuel

   2,399    3,720    4,557  

Maintenance and repairs

   2,108    2,099    1,862  

Impairment and other charges

       276(1)     

Retirement plans mark-to-market adjustment

   1,498    2,190    15  

Other

   7,251(2)   6,415(3)   5,927  
  

 

  

 

  

 

 

Total operating expenses

  $  47,288   $  45,586   $  41,752  
  

 

  

 

  

 

 

Total operating income

  $3,077   $1,867   $3,815  
  

 

  

 

  

 

 
  Percent of Revenue   Percent of Revenue 
    2013     2012     2011       2016     2015     2014   

Operating expenses:

        

Salaries and employee benefits

   37.4  37.7  38.9   36.9  36.1  35.5

Purchased transportation

   16.4   14.9   14.4    19.8    17.9    17.6  

Rentals and landing fees

   5.7   5.8   6.3    5.7    5.7    5.7  

Depreciation and amortization

   5.4   5.0   5.0    5.2    5.5    5.7  

Fuel

   10.7   11.6   10.6    4.7    7.8    10.0  

Maintenance and repairs

   4.3   4.6   5.0    4.2    4.4    4.1  

Business realignment, impairment and other charges

   1.5(1)   0.3(2)   0.2(3) 

Other (4)

   12.8   12.6   13.5 

Impairment and other charges

       0.6(1)     

Retirement plans mark-to-market adjustment

   3.0    4.6      

Other

   14.4(2)   13.5(3)   13.0  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total operating expenses

   94.2   92.5   93.9    93.9    96.1    91.6  
  

 

  

 

  

 

   

 

  

 

  

 

 

Operating margin

   5.8  7.5  6.1   6.1  3.9  8.4
  

 

  

 

  

 

   

 

  

 

  

 

 

 

(1)

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

 

(2)

Represents charges resulting fromIncludes provisions for the decisionsettlement of and expected losses related to retire 24 aircraftindependent contractor litigation matters involving FedEx Ground for $256 million, and $69 million in expenses related engines at FedEx Express.to the settlement of a CBP notice of action, in each case net of recognized immaterial insurance recovery.

 

(3)

Represents chargesIncludes 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.

 

(4)

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

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Our 2013 operating incomeexpenses for 2016 include a $1.5 billion loss ($946 million, net of tax) associated with our annual MTM adjustment described above. In addition, we recorded corporate level provisions for the settlement of and operating margin decreased primarilyexpected losses related to independent contractor litigation matters involving FedEx Ground and the settlement of the CBP matter and expenses related to our acquisition of TNT Express as described above. Operating expenses also increased due to higher salaries and employee benefits at FedEx Freight, and higher purchased transportation expenses due to the recording of FedEx SmartPost revenues on a gross basis, network expansion costs, higher self-insurance expenses and increased purchased transportation rates at FedEx Ground. In addition, higher incentive compensation accruals impacted our overall operating expenses.

Our operating margin benefited from the reduced year-over-year loss from our MTM adjustment, the strong performance of our FedEx Express segment due to the continued execution of our profit improvement program and the positive net impact of business realignment costs, aircraft impairment charges and accelerated aircraft depreciation (see “Overview” section above)fuel (as further described below)Beyond these factors,However, operating incomemargin was positivelynegatively impacted in 20132016 by higher salaries and employee benefits at FedEx Freight, and network expansion costs, higher self-insurance expenses and the recording of FedEx SmartPost revenues on a gross basis at FedEx Ground, transaction and integration planning expenses related to our TNT Express acquisition, and higher incentive compensation accruals.

Our operating expenses included an increase in purchased transportation costs of 17% in 2016 due to the recording of FedEx SmartPost service revenues on a gross basis (including postal fees in revenues and expenses) and higher volumes and increased yieldsrates at our FedEx Ground segmentGround. Salaries and byemployee benefits expense increased yields and higher volumes9% in 2016 due to the inclusion of GENCO results for a full year, pay initiatives coupled with increased staffing at our FedEx Freight, segment. However, the ongoing shifts in demand from priority international services to economy international serviceshigher healthcare costs and lower rates resulted in a substantial decline in profitability at FedEx Express.

Purchased transportation increased 15% in 2013 due to volume growth at FedEx Ground, recent international business acquisitions and the expansion of our freight forwarding business at FedEx Trade Networks. Salaries and benefits increased 3% in 2013 primarily due to increases in pension and group health insurance costs, partially offset by lowerhigher incentive compensation accruals. Other expenses were 13% higher in 2016 due to the inclusion of GENCO results for a full year, higher self-insurance costs at FedEx Ground and the CBP matter described above. Rentals and landing fees increased 5%6% in 20132016 due to network expansion and the inclusion of GENCO results for a full year at FedEx Ground. Retirement plans mark-to-market adjustment expenses decreased 32% in 2016, as favorable demographic assumption experience partially offset the actuarial loss on pension plan asset returns in 2016.

Our operating expenses for 2015 included 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. Our 2015 operating expenses 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 business acquisitionsfuel (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 completed in 2014. Other expenses were driven 8% higher in 2015 due to the legal reserve increase discussed above and the reversalinclusion of GENCO results. Purchased transportation costs increased 6% in 20122015 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 a legal reserve.aircraft maintenance events at FedEx Express primarily drove an increase in maintenance and repairs expense of 13% in 2015.

 

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Fuel

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%36% during 20132016 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 2016, 2015 and 2014 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 2016 was set based on March 2016 fuel prices. In addition, the structure of the table that is used to determine our fuel surcharge at FedEx Express and FedEx Ground does not adjust immediately for changes in fuel price, but allows for the fuel surcharge revenue charged to our customers to remain unchanged as long as fuel prices remain within certain ranges.

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

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

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

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The net impact of fuel had a modest benefit to operating income in 2016. This was driven by decreased fuel prices during 2016 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 18% during 2015 primarily due to provide information about thelower aircraft fuel prices. The net impact of fuel surcharges on the trend in revenue and yield growth, we have included the comparative fuel surcharge rates in effect for 2013, 2012 and 2011 in 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 onhad a static analysis of the impactsignificant benefit to operating income ofin 2015. This was driven by decreased fuel prices during 2015 versus the prior year, which was slightly offset by the 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.surcharge revenue during these periods.

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Other Income andInterest Expense

Interest expense increased $30$101 million in 20132016 primarily due to a reduction in capitalized interest and increased interest expense from 2013our 2016 and 2015 debt issuances. Otherofferings used to fund our share repurchase programs and business acquisitions. Interest expense increased $75 million in 2013 driven by foreign currency translation2015 primarily due to global currency volatility. Interestincreased interest expense decreased $34 million in 2012 due tofrom our January 2015 debt maturities, an increase in capitalized interest related to the timing of progress payments on aircraft purchasesoffering and lower financing fees.January 2014 debt offering.

Income Taxes

Our effective tax rate was 36.4%33.6% in 2013, 35.3%2016, 35.5% in 20122015 and 35.9%36.5% in 2011.2014. Due to its effect on income before income taxes, the adjustment for MTM accounting reduced our 2016 effective tax rate by 120 basis points and our 2015 effective tax rate by 80 basis points, and increased our effective tax rate by 20 basis points in 2014. Our 20122016 tax rate was favorably impacted by the conclusion$76 million from an internal corporate restructuring done in anticipation of the Internal Revenue Service (“IRS”) auditintegration of the foreign operations of FedEx Express and TNT Express. As part of this restructuring, our 2007-2009 consolidated incomeCanadian subsidiary made distributions to our U.S. operations which resulted in the recognition of U.S. foreign tax returns.credits in excess of the U.S. taxes incurred from the distributions. This favorable impact was partially offset by a $40 million tax expense attributable to non-deductible expenses incurred as part of the TNT Express acquisition. 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. Our total2016 provision for income taxes. Cumulative permanently reinvested foreign earnings were $1.3$1.6 billion at the end of 20132016 and $1.0$1.9 billion at the end of 2012.

Our current federal income tax expenses2015. The 2016 reduction 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 taxespermanently reinvested earnings 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, we expect our effective tax rate to be between 36.5% and 37.0%. 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.the internal corporate restructuring discussed above.

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.

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Business Acquisitions

During 2013,On May 25, 2016, we expandedacquired TNT Express for €4.4 billion (approximately $4.9 billion). Cash acquired in the acquisition was approximately €250 million ($280 million). As of May 31, 2016, $287 million of shares associated with the transaction remained untendered, the majority of which were tendered subsequent to May 31, 2016, and are included in the “Other liabilities” caption of our consolidated balance sheets. We funded the acquisition with proceeds from our April 2016 debt issuance and existing cash balances. TNT Express’s financial results are immaterial from the time of acquisition and are included in “Eliminations, corporate and other.”

TNT Express collects, transports and delivers documents, parcels and freight to over 200 countries. This strategic acquisition broadens our portfolio of international service offeringstransportation solutions with the combined strength of FedEx Express by completing the following business acquisitions:TNT Express’s strong European road platform and our strength in other regions globally, including North America and Asia.

 

Rapidão Cometa Logística e Transporte S.A.,- 51 -


Given the timing and complexity of the acquisition, the presentation of TNT Express in our financial statements, including the allocation of the purchase price, is preliminary and will likely change in future periods, perhaps significantly as fair value estimates of the assets acquired and liabilities assumed are refined during the measurement period. We will complete our purchase price allocation no later than the fourth quarter of 2017.

For more information and a Brazilian transportation and logistics company, for $398 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. Seepresentation of unaudited pro forma consolidated results, see Note 3 of the accompanying consolidated financial statementsstatements. The accounting literature establishes guidelines regarding the presentation of this unaudited pro forma information. Therefore, this unaudited pro forma information is not intended to represent, nor do we believe it is indicative of, the consolidated results of operations of FedEx that would have been reported had the acquisition been completed as of the beginning of 2015. Furthermore, this unaudited pro forma information does not give effect to the anticipated business and tax synergies of the acquisition and is not representative or indicative of the anticipated future consolidated results of operations of FedEx.

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 further discussion$1.4 billion, which was funded using a portion of these acquisitions.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 2012,addition, on December 16, 2014, we completed our acquisition of Servicios Nacionales Mupa, S.A. de C.V. (MultiPack)acquired Bongo International, LLC, now FedEx CrossBorder, LLC (“FedEx CrossBorder”), a Mexican domestic express package delivery company,leader in cross-border enablement technologies and solutions, for $128$42 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.

operations. The financial results of these acquired businessesthis business are included in the FedEx Express segment from the date of acquisitionacquisition.

In 2014, we expanded the international service offerings of FedEx Express by acquiring businesses operated by our previous service provider, Supaswift (Pty) Ltd. (“Supaswift”), in seven countries in Southern Africa, for $36 million in cash from operations. The financial results of these businesses are included in the FedEx Express segment from their respective date of acquisition.

The financial results of the GENCO, FedEx CrossBorder and Supaswift 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 include the following:

Cost reductions in selling, general and administrative functions through headcount reductions, streamliningtargeting annual profitability improvement of processes and elimination of less essential work, as well as deriving greater value from strategic sourcing

Modernization of our aircraft fleet, transformation of the U.S. domestic operations and international profit improvements$1.6 billion at FedEx ExpressExpress.

Improved efficiencies and lower costs of information technology at FedEx Services

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

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company, approximately 40% of the employees vacated positions on May 31, 2013. An additional 35% will depart throughout 2014 and approximately 25% ofcompany. Payments under this population will remain until May 31, 2014. Costs of the benefits provided under the voluntary program, which were 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 costs related primarily to employee severance, for employees who accepted voluntary buyouts in the third and fourth quarters of 2013. Payments will bewere made at the time of departure. Approximately $180departure and totaled approximately $300 million was paid underin 2014.

In 2015, we continued to make progress in achieving our profit improvement goals. FedEx Express improved operating income by approximately 70% from 2013 with essentially flat revenue during the three-year period. FedEx Services reduced its total expenses while investing in major information technology transformation projects.

We exited 2016 having achieved our profit improvement goals with a run rate of $1.6 billion of additional operating profit from the then 2013 base business. FedEx Express has improved operating income by approximately 170% from 2013, despite lower fuel surcharges and unfavorable exchange rates driving flat to declining revenue during the four-year period. FedEx Services has reduced

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its total expenses while investing in major information technology transformation projects. In addition, our incentive compensation programs have been gradually reinstated so that 2017 business plan objectives will represent more fully funded compensation targets. While this program during 2013. The cost of the buyout program is includedcompleted, assuming continued modest growth in the caption “Business realignment, impairmentU.S. and other charges” in our consolidated statements of income. Also included in that captionglobal economies, profitability and productivity are other external costs directly attributableexpected to our business realignment activities, such as professional fees.

In addition, actions in 2012 at FedEx Express relatedcontinue to fleet modernization resulted in accelerated depreciation of $69 million in 2013 included in the caption “Depreciation and amortization” in our consolidated statements of incomeincrease for years to come as we shortenedfurther leverage the livesbenefits of certain aircraft.

In May 2013, we made the decision to retire from service two Airbus A310-200 aircraftthese initiatives 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.

See the “Long-lived Assets” section offully integrate our “Critical Accounting Estimates” for a discussion of our accounting for aircraft retirement decisions.recent business acquisitions.

Outlook

We anticipateDuring 2017, we expect improvements in the performance of all our transportation segments to drive revenue and earnings growth, in 2014 driven by the continued strong performance of our FedEx Groundexcluding any year-end MTM adjustment and FedEx Freight businessesTNT Express financial results, integration expenses 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 withfinancing costs. Although our profit improvement programs which will increase the costs allocatednoted above are completed, we expect these programs to continue to constrain expense growth while improving revenue quality during 2017. Segment level pension expense for 2017 is expected to be comparable to 2016 levels. Continued moderate global economic growth is anticipated to drive volume and yield improvements. Our expectations for earnings growth in 2017 are dependent on key external factors, including fuel prices and global economic conditions.

Due to our transportation segments. Inrecent acquisition of TNT Express, 2017 will be a year of intensive integration activities and investments. However, the timing and amount of integration activities and costs will be subject to change as information is validated and integration and operating plans are refined. While integration planning teams have been working for months to prepare for post-closing activities, up until May 2013,25, 2016, we were competitors with TNT Express and therefore, access to key customer, financial and operational data was limited under competition laws and regulations. Furthermore, TNT Express is undergoing a large restructuring and turnaround program called Outlook, which includes incurring certain restructuring charges in conjunction with the retirement of aircraft, FedEx Express shortened the depreciable lives of 76 aircraft and related engines.2017. As a result, ofwe anticipate TNT Express will not be accretive to earnings until 2018. Longer term, we anticipate 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 2014transaction will positively impact our operating results.

In addition to continued profitgenerate substantial improvements in the base businesses at FedEx Groundrevenue and FedEx Freight,earnings and reduce 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 expectedeffective tax rate due 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 priorityincreased international services. We expect to begin realizing a portion of the benefits of these programs in 2014; however, the majority of the benefits, including those from our voluntary severance program, will not occur until 2015 and 2016.earnings.

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Our capital expenditures for 20142017 are expected to increase to approximately $4.0approximate $5.6 billion, largely for continued expansion of the FedEx Ground network and additional aircraft deliveries in 20142017 to support our fleet modernization program and continued expansion of theat FedEx Ground network.Express. This capital expenditure forecast includes TNT 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 20142017 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 18In the third quarter of the accompanying consolidated financial statements and the “Independent Contractor Model” section of our2016, FedEx Ground segment MD&A, weannounced plans to implement the Independent Service Provider (“ISP”) model throughout its entire U.S. pickup and delivery network. To date, service providers in 24 states are involvedoperating under, or transitioning to, the ISP model. The transition to the ISP model in a number of lawsuitsthe remaining 26 states is expected to be completed by 2020. The costs associated with these transitions will be recognized in the quarter incurred and other proceedings that challenge the status of FedEx Ground’s owner-operators as independent contractors. FedEx Ground anticipates continuing changesare not expected to its relationships with its owner-operators. The nature, timing and amount of any changes are dependent on the outcome of numerous future events. We cannot reasonably estimate the potential impact of any such changes or a meaningful range of potential outcomes, although they could be material. However, we do not believe that any such changes will impair our ability to operate and profitably grow our FedEx Ground business.

See “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,

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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.

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,In the second quarter of 2016, we adoptedchose to early adopt the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) requiring acquirers in a business combination to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period that the adjustment amounts are determined and eliminates the requirement to retrospectively account for these adjustments. It also requires additional disclosure about the effects of the adjustments on prior periods. Adoption of this guidance had no impact on our financial reporting. See the “Business Acquisitions” section above for further discussion regarding our recent business acquisitions.

On May 28, 2014, the FASB and International Accounting Standards Board issued a new accounting standard that will supersede virtually all existing revenue recognition guidance under generally accepted accounting principles in the United States (and International Financial Reporting Standards) which has been subsequently updated to defer the effective date of 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 have a material impact on our revenue recognition policies, practices or systems.

On February 25, 2016, the FASB issued the new lease accounting standard which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The new standard states that a lessee will recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. Expense related to leases determined to be operating leases will be recognized on a straight-line basis, while those determined to be financing leases will be recognized following a front-loaded expense profile in which interest and amortization are presented separately in the income statement. We are currently evaluating the impact of this new standard on our financial reporting, but recognizing the lease liability and related right-of-use asset will significantly impact our balance sheet. These changes will be effective for our fiscal year beginning June 1, 2019 (fiscal 2020), with a modified retrospective adoption method to the beginning of 2018.

On November 20, 2015, the FASB issued an Accounting Standards Update that will require companies to classify all deferred tax assets and liabilities as noncurrent on the presentationbalance sheet instead of comprehensive income.separating deferred taxes into current and noncurrent amounts. This new guidance had minimal impact on our accounting and financial reporting, and we chose to early adopt on a retrospective basis in the fourth quarter of 2016.

In May 2015, the FASB issued an Accounting Standards Update that removes the requirement to categorize within the fair value hierarchy investments for which fair values are estimated using the net asset value practical expedient provided by Accounting Standards Codification 820, Fair Value Measurement. This new guidance is effective for entities for fiscal years beginning after December 15, 2016, with retrospective application to all periods presented. We elected to early adopt this standard, which impacted our fair value disclosures related to retirement benefit plan investments in Note 13 of the accompanying consolidated financial statements but did not otherwise impact our financial statements.

In March 2016, the FASB issued an Accounting Standards Update to simplify the accounting for share-based payment transactions. The new guidance requires companies to report componentsrecognize the income tax effects of comprehensiveawards that vest or are settled as income by including comprehensive income on the face oftax expense or benefit in the income statement oras opposed to additional paid-in capital as is current practice. The guidance also provides clarification of the presentation of certain components of share-based awards in a separatethe statement of comprehensive income.cash flows. Additionally, the guidance allows companies to make a policy election to account for forfeitures either upon occurrence or by estimating forfeitures. We have adoptedare currently evaluating the impact of 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.

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In February 2013, the FASB issued new guidance requiring additional information about reclassification adjustments out of comprehensive income, including changes in comprehensive income balances by component and significant items reclassified out of comprehensive income. This new standard ison our financial reporting. These changes will be effective for our fiscal year ending May 31, 2014 and will have no impact on our financial condition or results of operations.beginning June 1, 2017 (fiscal 2018).

In May 2013, the FASB issued a revised exposure draft outlining proposed changes to the accounting for leases. Under the revised exposure draft, the 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 embedded in the underlying asset. A right-of-use asset and a liability to make lease payments will be recognized on 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.

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We believe that no other new accounting guidance was adopted or issued during 20132016 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.

REPORTABLE SEGMENTS

FedEx Express, TNT 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 Group:

 

FedEx Express Segment

  

FedEx Express (express transportation)

FedEx Trade Networks (air and ocean freight forwarding, customs brokerage and customs brokerage)cross-border enablement technology and solutions)

FedEx SupplyChain Systems (logistics services)

TNT Express Segment

TNT Express (international express transportation, small-package ground delivery and freight transportation)

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, customer service, technical support, billing and collection services 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.

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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 expenses line item “Intercompany charges” on the accompanying unaudited financial summaries of our transportation segments reflects the allocations from the FedEx Services segment to the respective transportation segments. The “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. Our allocation methodologies are refined periodically, as necessary, to reflect changes in our businesses.

ELIMINATIONS, CORPORATE AND 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

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and expenses are eliminated in our consolidated results and are not separately identified in the following segment information, because the amounts are not material.

Corporate and other includes corporate headquarters costs for executive officers and certain legal and financial functions, as well as certain other costs and credits not attributed to our core business. These costs are not allocated to the business segments. The year-over-year decrease in these costs was driven by a lower mark-to-market benefit plans adjustment. Also, 2015 includes benefits of approximately $266 million as a result of our change in recognizing expected return on plan assets (“EROA”) for our defined benefit pension and postretirement healthcare plans at the segment level described further below, which had no impact at the consolidated level. In addition, transaction and integration planning expenses related to our TNT Express acquisition and the settlement of the CBP notice of action described above increased these costs in 2016.

In 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 through our MTM accounting as described in 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 are 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 on an interim basis. At the segment level, we set our EROA at 6.5% for all periods presented, which equals our consolidated EROA assumption in 2016. In fiscal years where the consolidated EROA is greater than 6.5%, that difference is reflected as a credit in “Eliminations, corporate and other.”

FEDEX EXPRESS GROUP

On May 25, 2016, we acquired TNT Express. TNT Express collects, transports and delivers documents, parcels and freight on a day-definite or time-definite basis. Its services are primarily classified by the speed, distance, weight and size of consignments. Whereas the majority of its shipments are between businesses, TNT Express also offers business-to-consumer services to select key customers. The impact of TNT Express’s results are immaterial to the FedEx Express Group from the time of acquisition and are included in “Eliminations, corporate and other.”

In 2017, we will combine the results of the FedEx Express and TNT Express segments to create a collective FedEx Express Group. During the integration process, we anticipate these segments will each continue to have discrete financial information that will be regularly reviewed when evaluating performance and making resource allocation decisions. However, they are being combined for financial reporting discussion purposes into a collective business as a result of their management reporting structure. Furthermore, over time their operations will be integrated, therefore presenting a group view provides a basis for future year-over-year comparison purposes. In 2017, the full-year impact of the TNT Express acquisition is expected to have a negative impact on operating margin due to integration costs and the impact of intangible asset amortization.

 

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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:

 

        Percent Change         Percent Change 
  2013 2012 2011 2013/2012 2012/2011   2016 2015 2014 2016/2015 2015/2014 

Revenues:

            

Package:

            

U.S. overnight box

  $6,513  $6,546  $6,128   (1  7   $6,763   $6,704   $6,555    1    2  

U.S. overnight envelope

   1,705   1,747    1,736   (2  1    1,662    1,629    1,636    2      

U.S. deferred

   3,020   3,001   2,805   1   7    3,379    3,342    3,188    1    5  
  

 

  

 

  

 

     

 

  

 

  

 

   

Total U.S. domestic package revenue

   11,238   11,294   10,669      6    11,804    11,675    11,379    1    3  

International priority

   6,586   6,849   6,760   (4  1    5,697    6,251    6,451    (9  (3

International economy

   2,046   1,859   1,468   10   27    2,282    2,301    2,229    (1  3  
  

 

  

 

  

 

     

 

  

 

  

 

   

Total international export package revenue

   8,632   8,708   8,228   (1  6    7,979    8,552    8,680    (7  (1

International domestic (1)

   1,398   853   653   64   31    1,285    1,406    1,446    (9  (3
  

 

  

 

  

 

     

 

  

 

  

 

   

Total package revenue

   21,268   20,855   19,550   2   7    21,068    21,633    21,505    (3  1  

Freight:

            

U.S.

   2,562   2,498   2,188   3   14    2,481    2,300    2,355    8    (2

International priority

   1,678   1,827   1,722   (8  6    1,384    1,588    1,594    (13    

International airfreight

   276   307   283   (10  8    126    180    205    (30  (12
  

 

  

 

  

 

     

 

  

 

  

 

   

Total freight revenue

   4,516   4,632   4,193   (3  10    3,991    4,068    4,154    (2  (2

Other (2)

   1,387   1,028   838   35   23    1,392    1,538    1,462    (9  5  
  

 

  

 

  

 

     

 

  

 

  

 

   

Total revenues

   27,171   26,515   24,581   2   8    26,451    27,239    27,121    (3    

Operating expenses:

            

Salaries and employee benefits

   10,045   9,657   9,183   4   5    10,240    10,104    9,797    1    3  

Purchased transportation

   2,331   1,828   1,573   28   16    2,301    2,544    2,511    (10  1  

Rentals and landing fees

   1,684   1,680   1,672          1,688    1,693    1,705        (1

Depreciation and amortization

   1,350   1,169   1,059   15   10    1,385    1,460    1,488    (5  (2

Fuel

   4,130   4,304   3,553   (4  21    2,023    3,199    3,943    (37  (19

Maintenance and repairs

   1,244   1,332   1,353   (7  (2   1,294    1,357    1,182    (5  15  

Business realignment, impairment and other charges (3)

   243   134      NM    NM  

Impairment and other charges(3)

       276        NM    NM  

Intercompany charges (4)

   2,379   2,193   2,043   8   7    1,846    1,842    1,888        (2

Other (5)

   3,210   2,958   2,917   9   1    3,155    3,180    3,179    (1    
  

 

  

 

  

 

     

 

  

 

  

 

   

Total operating expenses

   26,616   25,255   23,353   5   8    23,932    25,655    25,693    (7    
  

 

  

 

  

 

     

 

  

 

  

 

   

Operating income

  $555  $1,260   $1,228   (56  3   $2,519   $1,584   $1,428    59    11  
  

 

  

 

  

 

     

 

  

 

  

 

   
      

Operating margin (6)

   2.0  4.8%   5.0  (280)bp   (20)bp 

Operating margin

   9.5  5.8  5.3  370bp   50bp 

 

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  Percent of Revenue   Percent of Revenue 
    2013     2012     2011       2016     2015     2014   

Operating expenses:

        

Salaries and employee benefits

   37.0  36.4  37.4   38.7  37.1  36.1

Purchased transportation

   8.6   6.9   6.4    8.7    9.3    9.3  

Rentals and landing fees

   6.2   6.3   6.8    6.4    6.2    6.3  

Depreciation and amortization

   5.0   4.4   4.3    5.2    5.4    5.5  

Fuel

   15.2   16.2   14.4    7.7    11.7    14.5  

Maintenance and repairs

   4.6   5.0   5.5    4.9    5.0    4.4  

Business realignment, impairment and other charges (3)

   0.9   0.5    

Impairment and other charges(3)

       1.0      

Intercompany charges (4)

   8.7   8.3   8.3    7.0    6.8    6.9  

Other (5)

   11.8   11.2   11.9    11.9    11.7    11.7  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total operating expenses

   98.0    95.2   95.0     90.5    94.2    94.7  
  

 

�� 

 

  

 

   

 

  

 

  

 

 

Operating margin (6)

   2.0  4.8  5.0   9.5  5.8  5.3
  

 

  

 

  

 

   

 

  

 

  

 

 

 

(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.

 

(3)

20132015 includes $143$276 million of predominantly severance costs associated with our voluntary buyout programimpairment 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 permanently retire 24and adjust the retirement schedule of certain 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.

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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   2016   2015   2014   2016/2015 2015/2014 

Package Statistics (1)

              

Average daily package volume (ADV):

              

U.S. overnight box

  1,134   1,146   1,184   (1  (3   1,271     1,240     1,164     3    7  

U.S. overnight envelope

  574   586   627   (2  (7   541     527     538     3    (2

U.S. deferred

  835   845   873   (1  (3   901     916     869     (2  5  
 

 

  

 

  

 

     

 

   

 

   

 

    

Total U.S. domestic ADV

  2,543   2,577   2,684   (1  (4   2,713     2,683     2,571     1    4  

International priority

  421   421   459      (8   394     410     410     (4    

International economy

  155   138   116   12   19    181     176     170     3    4  
 

 

  

 

  

 

     

 

   

 

   

 

    

Total international export ADV

  576   559   575   3   (3   575     586     580     (2  1  

International domestic (2)

  785   495   348   59   42    888     853     819     4    4  
 

 

  

 

  

 

     

 

   

 

   

 

    

Total ADV

  3,904   3,631   3,607   8   1    4,176     4,122     3,970     1    4  
 

 

  

 

  

 

     

 

   

 

   

 

    

Revenue per package (yield):

              

U.S. overnight box

 $22.52  $22.31  $20.29   1   10   $20.79    $21.29    $22.18     (2  (4

U.S. overnight envelope

  11.66   11.65   10.86      7    11.99     12.15     11.97     (1  2  

U.S. deferred

  14.18   13.87   12.60   2   10    14.66     14.36     14.44     2    (1

U.S. domestic composite

  17.33   17.12   15.59   1   10    17.00     17.13     17.42     (1  (2

International priority

  61.28   63.47   57.68   (3  10    56.47     60.05     61.88     (6  (3

International economy

  51.77   52.77   49.76   (2  6    49.15     51.54     51.75     (5    

International export composite

  58.72   60.83   56.08   (3  8    54.16     57.50     58.92     (6  (2

International domestic (2)

  6.99   6.74   7.38   4   (9   5.65     6.49     6.95     (13  (7

Composite package yield

  21.36   22.44   21.25   (5  6    19.71     20.66     21.32     (5  (3

Freight Statistics (1)

              

Average daily freight pounds:

              

U.S.

  7,612   7,487   7,340   2   2    8,178     7,833     7,854     4      

International priority

  3,048   3,303   3,184   (8  4    2,510     2,887     2,922     (13  (1

International airfreight

  1,066   1,171   1,235   (9  (5   623     684     798     (9  (14
 

 

  

 

  

 

     

 

   

 

   

 

    

Total average daily freight pounds

  11,726   11,961   11,759   (2  2    11,311     11,404     11,574     (1  (1
 

 

  

 

  

 

     

 

   

 

   

 

    

Revenue per pound (yield):

              

U.S.

 $1.32  $1.30  $1.17   2   11   $1.19    $1.16    $1.18     3    (2

International priority

  2.16   2.16   2.12      2    2.15     2.17     2.15     (1  1  

International airfreight

  1.01   1.02   0.90   (1  13    0.79     1.04     1.01     (24  3  

Composite freight yield

  1.51   1.51   1.40      8    1.38     1.40     1.41     (1  (1

 

(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.

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FedEx Express Segment Revenues

FedEx Express segment revenues increased 2%decreased 3% in 20132016 primarily due to the impact of new business acquisitionslower fuel surcharges and growth in 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 wasunfavorable exchange rates, which were partially offset by decreased yields due to shifts in demand from our priority international services to our economy international services, as well as lower rates. In 2013, international domestic revenues increased 64% due to recent acquisitions in Brazil, France 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 and lower rates, while volume increased 3% driven by our economy services. A decrease in U.S. 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% in 2013 due to weakness in economic global conditions.

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FedEx Express segment revenues increased 8% in 2012 primarily due to an increase inimproved U.S. domestic and international export package yields, partially offset by decreases inyield management and U.S. domestic volume and international export package volumes. In 2012, U.S. domestic package yields increased 10% due to higherpounds growth. Two additional operating days also benefited revenues in 2016.

During 2016, lower 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 demandpackage and freight yields. Unfavorable exchange rates also contributed to the decrease in international package and freight yields. Higher base rates partially offset the yield decrease for our U.S. domestic package, international export and freight services. U.S. domestic volumes increased 1% in 2016 driven by our overnight service offerings. International domestic revenues declined 9% in 2016 due to the negative impact of unfavorable exchange rates, which were partially offset by increased volumes.

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

U.S. domestic volumes increased 4% in 2012.2015 driven by both our overnight box and deferred service offerings. U.S. domestic yields decreased 2% in 2015 due to the negative impact of lower fuel surcharges, which were partially offset by higher rates. International export revenue growth was negatively impactedvolumes grew 1%, driven by a lower-yielding mix of services, consisting of4% growth in deferred services and declinesour international economy service offering. The 2% decrease in premium services.

Ourinternational export yields in 2015 was due to the negative impact of lower fuel surcharges are indexedand unfavorable exchange rates, which were partially offset by higher rates and weight per package. International domestic revenues declined 3% in 2015 due to the spot price for jet fuel. Using this index, thenegative impact of unfavorable exchange rates, which were partially offset by a 4% volume increase.

Our U.S. domestic and outbound fuel surcharge and the international fuel surcharges ranged as follows for the years ended May 31:

 

    2013     2012     2011       2016     2015     2014   

U.S. Domestic and Outbound Fuel Surcharge:

        

Low

   10.00  11.50  7.00     1.50  8.00

High

   14.50   16.50   15.50    4.00    9.50    10.50  

Weighted-average

   11.84   14.23   9.77    1.84    6.34    9.47  

International Fuel Surcharges:

        

Low

   12.00   13.50   7.00        0.50    12.00  

High

   20.50   23.00   21.00    12.00    18.00    19.00  

Weighted-average

   17.02   17.45   12.36    6.09    12.80    16.26  

In bothOn January 20134, 2016 and 2012, weJanuary 5, 2015, FedEx Express implemented a 5.9%4.9% average list price increase for FedEx Express U.S. domestic, U.S. export and U.S. import services, while we lowered ourservices. In addition, effective November 2, 2015 and February 2, 2015, FedEx Express updated certain tables used to determine fuel surcharge index by two percentage points.surcharges.

FedEx Express Segment Operating Income

FedEx Express segment operating resultsincome and operating margin increased despite lower revenues in 2016. This increase was primarily driven by profit improvement program initiatives, which continued to constrain expense growth while improving revenue quality, the positive net impact of fuel and lower international expenses due to currency exchange rates. Also, operating income benefited from two additional operating days in 2016. Results for 2015 were negatively impacted by $405$276 million ($175 million, net of costs associated with our business realignment program, both directlytax) of impairment and through intercompany allocations. Additionally, results for 2013 were negatively impacted by a $100related charges, of which $246 million impairment charge as a result ofwas noncash, resulting from the decision to permanently retire 10and adjust the retirement schedule of certain aircraft and related engines from service. FedEx Express incurred $69 million in year-over-year incremental depreciation costs in 2013 due to the decision in 2012 to accelerate the retirement 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.

Purchased transportation costs increased 28% in 2013 due to recent business acquisitions and costs associated with the expansion of our freight 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 2013 as a result of aircraft recently placed into service and accelerated depreciation due to the shortened life of certain aircraft.

FedEx Express aircraft maintenance and repairs costs are largely driven by aircraft utilization and required periodic maintenance events. When newer aircraft are introduced into our operating fleet, less maintenance costs are incurred. As a part of our fleet modernization program, 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.

Fuel costs decreased 4% in 2013 due to lower jet fuel prices and lower aircraft fuel usage. Based on a static analysis of the net impact of year-over-year changes in fuel prices compared to year-over-year changes in fuel surcharges, fuel had a 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.

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FedEx Express segment 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.engines.

Salaries and employee benefits increased 5%1% in 20122016 due to merit increases and higher incentive compensation accruals, and the full reinstatement of 401(k) company-matching contributions effective January 1, 2011.which were partially offset by a favorable exchange rate impact. Purchased transportation costs increased 16%decreased 10% in 20122016 driven primarily by a favorable exchange rate impact. Accelerated aircraft retirements during 2015 caused depreciation and amortization expense to decrease 5% in 2016. Maintenance and repairs expense decreased 5% in 2016 primarily due to coststhe timing of aircraft maintenance events.

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Fuel expense decreased 37% in 2016 due to lower aircraft fuel prices. The net impact of fuel had a significant benefit to operating income in 2016. See the “Fuel” section of this MD&A for a description and additional discussion of the net impact of fuel on our operating results.

Despite flat revenues, FedEx Express 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.

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 expansiongrowth of our freight forwardingfreight-forwarding business at FedEx Trade Networks business acquisitionsdrove an increase in Indiapurchased transportation costs of 1% in 2015. Depreciation and Mexico and higher utilizationamortization expense decreased 2% in 2015 driven by the expiration of third-party transportation providers, primarilyaccelerated depreciation for certain aircraft that were retired from service during the year.

Fuel expense decreased 19% in Europe. Intercompany charges increased 7% in 20122015 due to higher allocated variable incentive compensation expenses.

Fuel costs increased 21%lower aircraft fuel prices. The net impact of fuel had a significant benefit in 2012 due2015 to increases inoperating income. See the average price per gallon“Fuel” section of fuel. Fuel usage in 2012 was down slightly.this MD&A for a description and additional discussion of the net impact of fuel on our operating results.

FedEx Express SegmentGroup Outlook

We expect revenuesRevenues and earnings are expected to increase at FedEx Express during 20142017. We expect revenues to increase primarily due to slight growthimproved international export and U.S. domestic volume and package yields during 2017, as we continue to focus on revenue quality while managing costs. Although our profit improvement programs announced in our international package and international domestic services. In addition,2013 are completed, we expect operating income to improve through ongoingour continued execution of our profit improvementthese programs, including improving yields, adjustingmanaging network capacity andto match customer demand, reducing structural costs. However,costs, modernizing our fleet and driving productivity increases throughout our U.S. and international operations. These benefits will be partially offset in 2017 by higher maintenance expense due to the demand shift from our priority 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 persistencetiming 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.aircraft maintenance events.

Capital expenditures at FedEx Express are expected to increasebe essentially flat in 2014 driven by an increase in aircraft investment. We2017, excluding TNT Express expenditures, which are further discussed below, but will continue to modernizebe driven by 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

We plan to complete our purchase price allocation for TNT Express no later than the accelerated retirementfourth quarter of certain aircraft2017. Given the timing and related engines to aidcomplexity of this acquisition, the presentation of TNT Express 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 asfinancial statements, including the sole awardeeallocation of the recent U.S. Postal Service air cargo solicitation, representingpurchase price, is preliminary and will likely change in future periods, perhaps significantly.

We will also begin operational integration activities focused on combining TNT Express’s strong European capabilities and FedEx Express’s strength in other regions globally, including North America and Asia. Prior to our acquisition, TNT Express announced their Outlook strategy aimed at doubling their adjusted operating income and margin percentage by calendar 2018. This program includes various initiatives focused on yield management, improved operational efficiency and productivity and improved customer service. We plan to continue these initiatives in 2017, although integration activities may affect the majorityexecution 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.some of these initiatives.

 

-57-- 60 -


We expect TNT Express earnings in 2017 to be negatively impacted by integration expenses and intangible asset amortization, which will more than offset the benefits of the Outlook programs.

Capital expenditures at TNT Express are expected to be approximately $400 million during 2017 as we continue the Outlook program and invest in projects related to the modernization of IT systems and optimization of hubs and networks. Capital expenditures for 2017 will also include integration-related investments.

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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. On August 31, 2015, our FedEx SmartPost consolidates high-volume, low-weight, less time-sensitive business-to-consumer packagesbusiness was merged into FedEx Ground. The FedEx SmartPost service remains an important component of our FedEx Ground service offerings; however, for presentation purposes, FedEx SmartPost service revenues and utilizesoperating statistics have been combined with our FedEx Ground service offerings. Also, on June 1, 2015, we prospectively began recording revenues associated with the USPSFedEx SmartPost service on a gross basis and including postal fees in revenues and expenses, versus our previous net treatment, due to operational changes that occurred in 2016, which resulted in us being the principal in all cases for final delivery.the FedEx SmartPost service. 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:

 

            Percent Change 
       2013          2012          2011      2013/2012  2012/2011 

Revenues:

      

FedEx Ground

  $9,652  $8,791  $7,855   10   12 

FedEx SmartPost

   926   782   630   18   24 
  

 

 

  

 

 

  

 

 

   

Total revenues

   10,578   9,573   8,485   10   13 

Operating expenses:

      

Salaries and employee benefits

   1,586   1,451   1,282   9   13 

Purchased transportation

   4,191   3,762   3,431   11   10 

Rentals

   331   284   263   17   8 

Depreciation and amortization

   434   389   337   12   15 

Fuel

   17   14   12   21   17 

Maintenance and repairs

   190   176   169   8   4 

Intercompany charges(1)

   1,148   978   897   17   9 

Other

   893   755   769   18   (2
  

 

 

  

 

 

  

 

 

   

Total operating expenses

   8,790   7,809   7,160   13   9 
  

 

 

  

 

 

  

 

 

   

Operating income

  $1,788  $1,764  $1,325   1   33 
  

 

 

  

 

 

  

 

 

   
      

Operating margin(1)

   16.9  18.4  15.6  (150)bp   280bp 

Average daily package volume:

      

FedEx Ground

   4,222   3,907   3,746   8   4 

FedEx SmartPost

   2,058   1,692   1,432   22   18 

Revenue per package (yield):

      

FedEx Ground

  $8.94  $8.77  $8.17   2   7 

FedEx SmartPost

  $1.77  $1.81  $1.72   (2  5 
   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  
  

 

 

  

 

 

  

 

 

   

(1)

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

            Percent Change 
       2016          2015          2014      2016/2015  2015/2014 

Revenues:

      

FedEx Ground

  $15,050   $12,568   $11,617    20    8  

GENCO

   1,524    416        NM    NM  
  

 

 

  

 

 

  

 

 

   

Total revenues

   16,574    12,984    11,617    28    12  

Operating expenses:

      

Salaries and employee benefits

   2,834    2,146    1,749    32    23  

Purchased transportation

   6,817    5,021    4,635    36    8  

Rentals

   639    485    402    32    21  

Depreciation and amortization

   608    530    468    15    13  

Fuel

   10    12    17    (17  (29

Maintenance and repairs

   288    244    222    18    10  

Intercompany charges

   1,230    1,123    1,095    10    3  

Other

   1,872    1,251    1,008    50    24  
  

 

 

  

 

 

  

 

 

   

Total operating expenses

   14,298    10,812    9,596    32    13  
  

 

 

  

 

 

  

 

 

   

Operating income

  $2,276   $2,172   $2,021    5    7  
  

 

 

  

 

 

  

 

 

   

Operating margin

   13.7  16.7  17.4  (300)bp   (70)bp 

Average daily package volume:

      

FedEx Ground

   7,526    6,911    6,774    9    2  

Revenue per package (yield):

      

FedEx Ground

  $7.80   $7.16   $6.75    9    6  

 

-58-- 62 -


   Percent of Revenue 
       2016          2015          2014     

Operating expenses:

    

Salaries and employee benefits

   17.1  16.5  15.0

Purchased transportation

   41.1    38.7    39.9  

Rentals

   3.9    3.7    3.5  

Depreciation and amortization

   3.7    4.1    4.0  

Fuel

   0.1    0.1    0.2  

Maintenance and repairs

   1.7    1.9    1.9  

Intercompany charges

   7.4    8.7    9.4  

Other

   11.3    9.6    8.7  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   86.3    83.3    82.6  
  

 

 

  

 

 

  

 

 

 

Operating margin

   13.7  16.7  17.4
  

 

 

  

 

 

  

 

 

 

FedEx Ground Segment Revenues

FedEx Ground segment revenues increased 10% during 201328% in 2016 due to volume increases at both FedEx Ground and FedEx SmartPost, as well as yield growth at FedEx Ground.Ground and the inclusion of GENCO revenue for a full year, which were partially offset by lower fuel surcharges. Revenues increased approximately $1.2 billion in 2016 as a result of recording FedEx SmartPost revenues on a gross basis, versus our previous net treatment. In addition, revenues benefited from two additional operating days in 2016.

Average daily volume at FedEx Ground increased 9% in 2016 primarily due to continued growth in our residential services driven by e-commerce. FedEx Ground yield increased 9% in 2016 primarily due to the recording of FedEx SmartPost revenues on a gross basis, versus our previous net treatment, and increased base rates, which include additional dimensional weight charges. These factors were partially offset by lower fuel surcharges.

FedEx Ground average daily package volumesegment revenues increased 8% during 201312% in 2015 due to market share gains fromFedEx Ground volume and yield growth, the inclusion of GENCO results and FedEx SmartPost yield growth. These factors were partially offset by lower FedEx SmartPost volumes.

Average daily volume at FedEx Ground increased 2% in 2015 due to continued growth in our FedEx Home Delivery service and increases in our commercial business. FedEx Ground yield increased 2% in 2013 primarily due to increased rates and higher residential surcharge revenue,business, which was partially offset by lower fuel surcharges and package weights.

a reduction in FedEx SmartPost average daily volume grew 22% during 2013 primarily asvolumes from a result of growthmajor customer. Yield increased 6% in e-commerce. Yields at FedEx SmartPost decreased 2% during 20132015 primarily due to higher postage costs,dimensional weight charges and rate increases, which were partially offset by increased rates.higher postage costs for FedEx SmartPost services. During 2015, FedEx SmartPost service yield representsrepresented the amount charged to customers net of postage paid to the USPS.

During 2012, FedEx Ground segmentUnited States Postal Service (“USPS”). As stated above, on June 1, 2015, we prospectively began recording revenues increased 13% due to yield and volume growth at both FedEx Ground and FedEx SmartPost.

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 2012 due to market share gains from continued growth in our FedEx Home Delivery service and an increase in our commercial business.

Atassociated with the FedEx SmartPost yields increased 5%service on a gross basis and including postal fees in 2012 primarily due to higher fuel surchargesrevenues and increased rates, partially offset by an unfavorable service mix. Average daily volume increased 18% at FedEx SmartPost in 2012 as a result of growth in e-commerce.expenses.

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       2016     2015     2014   

Low

   6.50  7.50  5.50   2.75  4.50  6.50

High

   8.50   9.50   8.50    4.50    7.00    7.00  

Weighted-average

   7.60   8.46   6.20    3.82    5.90    6.66  

InOn January 20134, 2016 and 2012,January 5, 2015, 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 adjustingprice. In addition, on November 2, 2015, FedEx Ground increased surcharges for shipments that exceed the published maximum weight or dimensional limits and updated certain tables used to determine fuel price threshold at whichsurcharges. On February 2, 2015, FedEx Ground updated the tables used to determine fuel surcharge begins, reducing the fuel surcharge by one percentage point.surcharges. On January 5, 2015, FedEx SmartPost rates also increased.Ground began applying dimensional weight pricing to all shipments.

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FedEx Ground Segment Operating Income

FedEx Ground segment operating income increased 1% during 20135% in 2016 due to higher volumes and increased yield, as well as the benefit from two additional operating days. These factors were partially offset by network expansion costs, higher self-insurance expenses and increased purchased transportation rates.

Operating margin decreased in 2016 primarily due to volume growththe recording of FedEx SmartPost revenues on a gross basis (including postal fees in revenues and higher yields. However, operating margin decreased asexpenses), the benefitinclusion of higher volume and revenue per package was more than offset by intercompany charges of $105 million associated with the business realignment program andGENCO results for a favorable self-insurance true-up in the prior year. Purchased transportation 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 priorfull year, and higher legal expensesself-insurance expenses. The change in FedEx SmartPost revenue recognition and the inclusion of GENCO collectively decreased operating margin by 190 basis points in 2016.

The inclusion of GENCO in the current year.FedEx Ground segment results for a full year has impacted the year-over-year comparability of all operating expenses. Along with incremental costs from GENCO, purchased transportation expense increased 36% in 2016 due to the recording of FedEx SmartPost revenues on a gross basis, as further discussed in this MD&A, and higher volumes and increased rates. Salaries and employee benefits expense increased 9%32% in 2013 primarily2016 due to increased staffing to support volume growth.

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FedEx Ground segment operating income increased 33% and operating margin increased 280 basis points during 2012 primarily due to higher yields and volume growth. FedEx Ground has continued to shorten transit times throughout 2012 by accelerating various lanes throughout the U.S. and Canada, while maintaining consistently high on-time service. Purchased transportation costs increased 10% in 2012 primarily as a resultinclusion of volume growth and higher fuel surcharges. Salaries and employee benefits increased 13% primarily due to increasedGENCO results, additional staffing to support volume growth and higher incentive compensation accruals. Intercompany chargeshealthcare costs. Other expenses increased 9%50% in 20122016 primarily due to the addition of GENCO results and higher allocated information technologyself-insurance costs. Rentals expense increased 32% in 2016 due to network expansion and the inclusion of GENCO results. Depreciation and amortization expense increased 15% in 20122016 due to higher capital spending acrossnetwork expansion and the network, including technology and transportation equipment upgrades and an initiative to replace lighting fixtures throughout the network in order to reduce energy costs.inclusion of GENCO results.

Independent Contractor Model

Although FedEx Ground is involvedsegment operating income increased 7% in numerous lawsuits2015 driven by higher revenue per package and other proceedings (suchvolumes, the positive net impact of fuel, and a lower year-over-year impact from severe winter weather. The increase to operating income was partially offset by higher network expansion costs, as state tax or other administrative challenges) where the classification of its independent contractors is at issue, a number of recent judicial decisions supportwe continued to invest heavily in 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 underand FedEx SmartPost businesses. The decline in operating margin for 2015 is primarily attributable to network expansion costs and the caption “Independent Contractor Model.”inclusion of GENCO results.

Including the incremental costs from GENCO, salaries and employee benefits increased 23% 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.

FedEx Ground Segment Outlook

We expect FedEx Ground segment revenues and operating income are expected to continue to growincrease in 2014, led2017, driven by e-commerce volume growth across all our major services due toand market share gains. We also anticipate continued yield growth in 2014 through2017 due to yield management programs. WeContinued growth in e-commerce has led to higher volumes of larger shipments that cannot be processed in our automated sortation systems. Therefore, we are making investments to adjust our network to efficiently handle the larger packages, and we are adjusting our pricing to reflect the higher cost of handling these packages. However, we anticipate FedEx Ground operating margin will be negatively impacted by higher operating costs in 2017 due to network expansion and other operational costs resulting from higher residential service volumes driven by continued growth in e-commerce.

Capital expenditures at FedEx Ground are expected to increase in 2017 as we continue to make investments to grow our highly profitable FedEx Ground network through hub expansion and vehiclefacility expansions and equipment purchases. Earnings growth may be dampened slightly during periodsThe impact of increased network expansion.

Wethese investments on our cost structure 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 a material losspartially offset earnings growth 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.2017.

 

-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:

 

        Percent Change        Percent Change 
      2013         2012         2011     2013/2012 2012/2011  2016 2015 2014 2016/2015 2015/2014 

Revenues

  $5,401  $5,282  $4,911   2   8  $6,200   $6,191   $5,757        8  

Operating expenses:

           

Salaries and employee benefits

   2,342   2,316   2,303   1   1   2,925    2,698    2,442    8    10  

Purchased transportation

   865   851   779   2   9   962    1,045    981    (8  7  

Rentals

   118   114   122   4   (7  142    129    131    10    (2

Depreciation and amortization

   217   185   205   17   (10  248    230    231    8      

Fuel

   598   636   585   (6  9   363    508    595    (29  (15

Maintenance and repairs

   191   192   182   (1  5   206    201    179    2    12  

Business realignment, impairment and other charges (1)

   3      89   NM    NM  

Intercompany charges (2)

   484   433   427   12   1 

Intercompany charges

  456    444    431    3    3  

Other

   375   393   394   (5     472    452    416    4    9  
  

 

  

 

  

 

    

 

  

 

  

 

   

Total operating expenses

   5,193   5,120   5,086   1   1   5,774    5,707    5,406    1    6  
  

 

  

 

  

 

    

 

  

 

  

 

   

Operating income (loss)

  $208  $162  $(175  28   193 

Operating income

 $426   $484   $351    (12  38  
  

 

  

 

  

 

    

 

  

 

  

 

   

Operating margin (3)

   3.9  3.1  (3.6)%   80bp   670bp 

Operating margin

  6.9  7.8  6.1  (90)bp   170bp 

Average daily LTL shipments (in thousands) (4)

      

Average daily LTL shipments (in thousands)

     

Priority

   59.3   60.4    (2   67.7    66.9    62.9    1    6  

Economy

   26.4   24.5    8    31.1    28.6    27.7    9    3  
  

 

  

 

     

 

  

 

  

 

   

Total average daily LTL shipments

   85.7   84.9   86.0   1   (1  98.8    95.5    90.6    3    5  
  

 

  

 

     

 

  

 

  

 

   

Weight per LTL shipment (lbs) (4)

      

Weight per LTL shipment

     

Priority

   1,237   1,202    3    1,191    1,272    1,262    (6  1  

Economy

   990   1,045    (5   1,145    1,003    1,000    14      

Composite weight per LTL shipment

   1,161   1,156   1,144      1   1,177    1,191    1,182    (1  1  

LTL yield (revenue per hundredweight) (4)

      

LTL revenue per shipment

     

Priority

  $17.80  $18.02    (1  $218.50   $229.57   $223.61    (5  3  

Economy

   25.90   23.96    8    261.27    264.34    258.05    (1  2  

Composite LTL yield

  $19.94  $19.57  $18.24   2   7 

Composite LTL revenue per shipment

 $  232.11   $  240.09   $  234.23    (3  3  

LTL revenue per hundredweight

     

Priority

 $18.35   $18.05   $17.73    2    2  

Economy

  22.81    26.34    25.80    (13  2  

Composite LTL revenue per hundredweight

 $19.73   $20.15   $19.82    (2  2  

 

-61-- 65 -


   Percent of Revenue 
     2013      2012      2011   

Operating expenses:

    

Salaries and employee benefits

   43.4  43.9  46.9

Purchased transportation

   16.0   16.1   15.9 

Rentals

   2.2   2.2   2.5 

Depreciation and amortization

   4.0   3.5   4.2 

Fuel

   11.1   12.0   11.9 

Maintenance and repairs

   3.5   3.6   3.7 

Business realignment, impairment and other charges (1)

         1.8 

Intercompany charges (2)

   9.0   8.2   8.7 

Other

   6.9   7.4   8.0 
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   96.1   96.9   103.6 
  

 

 

  

 

 

  

 

 

 

Operating margin (3)

   3.9  3.1  (3.6)% 
  

 

 

  

 

 

  

 

 

 

(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.

   Percent of Revenue 
     2016      2015      2014   

Operating expenses:

    

Salaries and employee benefits

   47.2  43.6  42.4

Purchased transportation

   15.5    16.9    17.1  

Rentals

   2.3    2.1    2.3  

Depreciation and amortization

   4.0    3.7    4.0  

Fuel

   5.8    8.2    10.3  

Maintenance and repairs

   3.3    3.2    3.1  

Intercompany charges

   7.4    7.2    7.5  

Other

   7.6    7.3    7.2  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   93.1    92.2    93.9  
  

 

 

  

 

 

  

 

 

 

Operating margin

   6.9  7.8  6.1
  

 

 

  

 

 

  

 

 

 

FedEx Freight Segment Revenues

FedEx Freight segment revenues increased 2%were flat in 2013 due to2016 as 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 rates andshipments were offset by lower weightrevenue per LTL shipment. Average daily LTL shipments increased 1%3% in 2013 driven by our 2016 due to increased volume primarily related to small and mid-sized customers. LTL revenue per shipment decreased 3% in 2016 due to lower fuel surcharges and lower weight per shipment.

FedEx Freight Economy services offering, partially offset by transitional challenges encountered by some customers in the second half of 2013 while migrating 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, weight 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, changes in revenue per hundredweight do not necessarily indicate actual changes in underlying base rates.

During 2012, FedEx Freightsegment revenues increased 8% due to increased LTL yield and weight per LTL shipment, partially offset by lower average daily LTL shipments. LTL yield increased 7% during 2012in 2015 due to higher fuel surchargesaverage daily shipments and base yield improvement.revenue per shipment. Average daily LTL shipments decreased 1%increased 5% 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)2015 due to enhancedhigher demand for our FedEx Freight Priority and FedEx Freight Economy service levels, strong customer satisfaction from our service offeringsofferings. LTL revenue per shipment increased 3% in 2015 due to higher rates and the impact of severe weather in the prior year.

higher weight per LTL shipment.

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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       2016     2015     2014   

Low

   21.80  19.80  15.10   18.50  20.90  22.70

High

   24.40   24.30   20.70    23.10    26.20    23.70  

Weighted-average

   23.38   22.90   17.00    20.60    24.30    23.20  

On June 10, 2013,January 4, 2016, FedEx Freight announced it will increaseimplemented zone-based pricing on U.S. and certain other LTL shipping rates by an average of 4.5% effectiverates. Also, on July 1, 2013. In July 2012,January 4, 2016 and January 5, 2015, FedEx Freight implemented a rate4.9% average increase of 6.9% for LTL shipments. In June 2011,in certain U.S. and other shipping rates. On February 2, 2015, FedEx Freight increasedupdated the tables used to determine fuel surcharge rate to a maximum of 3.6 percentage points above previous levels.surcharges.

FedEx Freight Segment Operating Income

The FedEx Freight segment operating results for 2013 improved as a result of LTL yield growth and increased average daily LTL shipments, along with ongoing improvement 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.

Depreciation and amortization expense increased 17% due to continued investment in replacement transportation equipment. Salaries and employee benefits increased 1% in 2013 primarily due to increases in volume and higher healthcare, workers’ compensation and pension costs, 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 improvementsoperating margin decreased in operational efficiencies2016 primarily due to the combination of our FedEx Freightsalaries and FedEx National LTL operationsemployee benefits expense outpacing revenue growth, which was driven by weaker than anticipated industrial production. Within operating expenses, salaries and employee benefits increased 8% 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 costs2016 due to pay initiatives and increased 9%staffing levels for higher shipment volumes. Other expenses increased 4% in 20122016 primarily due to higher insurance claims, a legal reserve, and higher operating supplies. Depreciation and amortization increased 8% in 2016 due to investments in transportation equipment. Rentals increased 10% in 2016 driven primarily by a charge related to a facility closure. Purchased transportation expense decreased 8% in 2016 due to lower rates and the increased utilizationusage of rail, partially offset by a lower cost per milerail transportation. Fuel expense decreased 29% in 2016 due to our ability to optimize mode of transportation while meeting service standards. Fuel costs increased 9% in 2012 due to a higherlower average price per gallon of diesel fuel, partially offset byfuel. See the increased utilization“Fuel” section of rail. Based onthis 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 positive impact toon our operating results.

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FedEx Freight segment operating income and operating margin increased in 2012. Depreciation and amortization expense decreased 10% in 2012 primarily2015 due to accelerated depreciationhigher LTL revenue per shipment and higher average daily LTL shipments. These factors were partially offset by a 10% increase in 2011 associated with the combinationsalaries and employee benefits expense, due to higher 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 our LTL operations.7% in 2015. Other expense increased 9% in 2015 partially due to higher cargo claims.

FedEx Freight Segment Outlook

WeDuring 2017 we expect modest revenue, growth at the FedEx Freight segment in 2014 driven by yield and volume initiatives from our differentiated LTL services.

FedEx Freight operating income and operating margin improvement driven by effective yield management as well as modest volume growth from small and mid-sized customers. FedEx Freight earnings are also expected to be positively impacted by improvement in productivity and further investments in technology.

Capital expenditures at FedEx Freight are expected to increase slightly in 2014 driven by improvements in yields and volume, as well as continued improvement in productivity and efficiency across our integrated network. We will continue2017 primarily due to use investments in technology, focused on network and equipment planning and customer automation, to further enhance customer service levels throughout 2014.vehicles.

 

-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$3.5 billion at May 31, 2013,2016, compared to $2.8$3.8 billion at May 31, 2012.2015. The following table provides a summary of our cash flows for the periodsyears ended May 31 (in millions):.

 

  2013 2012 2011   2016 2015 2014 

Operating activities:

        

Net income

  $1,561  $2,032  $1,452   $1,820   $1,050   $2,324  

Business realignment, impairment and other charges

   479   134   29 

Impairment and other charges

       246      

Retirement plans mark-to-market adjustment

   1,498    2,190    15  

Other noncash charges and credits

   3,183   3,504   2,892    2,927    2,317    3,173  

Changes in assets and liabilities

   (535  (835  (332   (537  (437  (1,248
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash provided by operating activities

   4,688   4,835   4,041    5,708    5,366    4,264  
  

 

  

 

  

 

   

 

  

 

  

 

 

Investing activities:

        

Capital expenditures

   (3,375  (4,007  (3,434   (4,818  (4,347  (3,533

Business acquisitions, net of cash acquired

   (483  (116  (96   (4,618  (1,429  (36

Proceeds from asset dispositions and other

   55   74   111    (10  24    18  
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash used in investing activities

   (3,803  (4,049  (3,419   (9,446  (5,752  (3,551
  

 

  

 

  

 

   

 

  

 

  

 

 

Financing activities:

        

Purchase of treasury stock

   (246  (197      (2,722  (1,254  (4,857

Principal payments on debt

   (417  (29  (262   (41  (5  (254

Proceeds from debt issuance

   1,739       

Proceeds from debt issuances

   6,519    2,491    1,997  

Dividends paid

   (177  (164  (151   (277  (227  (187

Other

   285   146   126    132    344    582  
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash provided by (used in) financing activities

   1,184   (244  (287   3,611    1,349    (2,719

Effect of exchange rate changes on cash

   5   (27  41    (102  (108  (3
  

 

  

 

  

 

   

 

  

 

  

 

 

Net increase in cash and cash equivalents

  $2,074  $515  $376 

Net (decrease) increase in cash and cash equivalents

  $(229 $855   $  (2,009
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash and cash equivalents at end of period

  $3,534   $3,763   $2,908  
  

 

  

 

  

 

 

Cash Provided by Operating Activities.Cash flows from operating activities decreased $147 million in 2013 primarily due to decreased earnings and higher tax, variable compensation and voluntary buyout payments, partially offset by a decrease in pension contributions. Cash flows from operating activities increased $794$342 million in 20122016 primarily due to higher segment operating income at FedEx Express and lower tax payments due to bonus depreciation on aircraft purchases and other qualifying assets. During the fourth quarter of 2016, we defeased the underlying debt of certain leveraged operating leases, which was accounted for as a prepayment of the lease obligations that reduced our operating cash flows by $501 million.

Cash flows from operating activities increased earnings, partially offset by$1.1 billion in 2015 primarily due to higher pension contributions.segment operating income, the inclusion in the prior year of payments associated with our voluntary employee buyout program and lower incentive compensation payments. We made contributions of $560$660 million to our tax-qualified U.S. domestic pension plans (“U.S. Pension Plans”) during 2013in 2016, 2015 and contributions of $722 million to our U.S. Pension Plans during 2012. We made contributions of $480 million to our U.S. Pension Plans during 2011.2014.

Cash Used in Investing Activities. Capital expenditures were 16% lower11% higher in 20132016 largely due to decreasedincreased spending for sort facility expansion at FedEx Ground, and were 23% higher in 2015 than in 2014 due to increased spending for aircraft at FedEx Express and 17% higher in 2012 primarily due to increased spendingsort facility expansion at FedEx Express and FedEx Freight.Ground. See “Capital Resources” for a more detailed discussion of capital expenditures during 20132016 and 2012.2015.

Financing ActivitiesIn April 2013, we issued $750 million ofWe had various senior unsecured debt underissuances in 2016, 2015 and 2014. See Note 6 of the accompanying consolidated financial statements for more information on these issuances. Interest on our current shelf registration statement, comprised 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.is paid semi-annually. Interest on theseour Euro fixed-rate notes is payable semi-annually.paid annually. Our floating-rate Euro senior notes bear interest at three-month

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EURIBOR plus a spread of 55 basis points and resets quarterly. We utilized the net proceeds of our 2016 debt issuances for working capital and general corporate purposes, our acquisition of TNT Express, share repurchases and the redemption and the prepayment and defeasance of the underlying debt of certain leveraged operating leases. 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 billionSee Note 3 of senior unsecured debt under a then current shelf registration statement, comprisedthe accompanying consolidated financial statements for further discussion 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 for working capital and general corporate purposes.business acquisitions.

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

The effect of exchange rate changes on cash during 2016 and 2015 was impacted 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 June 2012 using cashmillions, except per share amounts):

   2016   2015 
   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

   18,225,000    $149.35    $2,722     8,142,410    $154.03    $1,254  

In January 2016, the stock repurchase authorization announced in 2015 for 15 million shares was completed. On January 26, 2016, our Board of Directors approved a new share repurchase program of up to 25 million shares. Shares under the current repurchase program may be repurchased from operations.time to time in the open market or in privately negotiated transactions. The timing and volume of repurchases are at the discretion of management, based on the capital needs of the business, the market price of FedEx common stock and general market conditions. No time limit was set for the completion of the program, and the program may be suspended or discontinued at any time.

During 2013,From 2014 through 2016, we repurchased 2.763.2 million shares of FedEx common stock at an average price of $91$139.73 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.$8.8 billion. As of May 31, 2013, 10,188,0002016, 19.0 million shares remained under existingthe current share repurchase authorizations. During 2012, we repurchased 2.8  million FedEx common shares at an average price of $70 per share for a total of $197 million.authorization.

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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   2016   2015   2014   2016/2015 2015/2014 

Aircraft and related equipment

  $1,190   $1,875   $1,988    (37  (6  $1,697    $1,866    $1,327     (9  41  

Facilities and sort equipment

   727    638    555    14   15    1,691     1,224     819     38    49  

Vehicles

   734    723    282    2   156    730     601     784     21    (23

Information and technology investments

   452    541    455    (16  19    396     348     403     14    (14

Other equipment

   272    230    154    18   49    304     308     200     (1  54  
  

 

   

 

   

 

      

 

   

 

   

 

    

Total capital expenditures

  $  3,375   $  4,007   $  3,434    (16  17   $  4,818    $  4,347    $  3,533     11    23  
  

 

   

 

   

 

      

 

   

 

   

 

    

FedEx Express segment

  $2,067   $2,689   $2,467    (23  9   $2,356    $2,380    $1,994     (1  19  

FedEx Ground segment

   555    536    426    4   26    1,597     1,248     850     28    47  

FedEx Freight segment

   326    340    153    (4  122    433     337     325     28    4  

FedEx Services segment

   424    437    387    (3  13    432     381     363     13    5  

Other

   3    5    1    NM    NM          1     1     NM    NM  
  

 

   

 

   

 

      

 

   

 

   

 

    

Total capital expenditures

  $3,375   $4,007   $3,434    (16  17   $4,818    $4,347    $3,533     11    23  
  

 

   

 

   

 

      

 

   

 

   

 

    

Capital expenditures during 20132016 were lowerhigher than the prior yearprior-year period primarily due to decreasedincreased spending for aircraftsort facility expansion at FedEx Ground. Aircraft and related equipment at FedEx Express. Aircraft and aircraft-related equipment purchases at FedEx Express during 20132016 included the delivery of 1611 Boeing 757s767-300 Freighter (“B757”B767F”) to be modified for cargo transportaircraft and four B777Fs.two Boeing 777 Freighter (“B777F”) aircraft, as well as the modification of certain aircraft before being placed into service. Capital expenditures during 20122015 were higher than the prior year primarily due to increased spending for vehiclesaircraft at FedEx Express FedEx Freight and FedEx Ground, althoughincreased spending for aircraftsort facility expansion at FedEx Ground. Aircraft and related equipment at FedEx Express decreased. Aircraft and aircraft-related equipment purchases at FedEx Express during 20122015 included the delivery of seven B777Fs14 B767F aircraft and 15 B757s.13 Boeing 757 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$3.5 billion in 2013,at May 31, 2016, 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 TNT Express integration expenses. Our cash and cash equivalents balance at May 31, 20132016 includes $420$522 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 $5.6 billion in 2017. We anticipate that our cash flow from operations will be sufficient to fund our increased capital expenditures in 2017, which will include spending for network expansion at FedEx Ground and aircraft modernization and re-fleeting at FedEx Express. This capital expenditure forecast includes TNT Express. We expect approximately 50% of capital expenditures in 2016 to be designated for growth initiatives, predominantly at FedEx Ground. Our expected capital expenditures for 2017 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 and B767F 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.

In July 2015, FedEx Express entered into a supplemental agreement to purchase 50 additional B767F aircraft from Boeing. Four of the 50 additional B767F aircraft purchases are 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 (“RLA”). The 50 additional B767F aircraft are expected to be delivered from fiscal 2018 through fiscal 2023 and will enable FedEx Express to continue to improve the efficiency and reliability of its aircraft fleet. In 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.

A $1On November 13, 2015, we replaced our revolving and letter of credit facilities with a new, single five-year $1.75 billion revolving credit facility that expires in November 2020. The facility, which includes a $500 million letter of credit sublimit, 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 our credit agreement to, among other things, extend its maturity date from April 26, 2016 to March 1, 2018.needs. The agreement contains a financial covenant, which requires us to maintain a leverage ratio of debt to consolidated earnings (excluding non-cash pension mark-to-market adjustments and non-cash asset impairment charges) before interest, taxes, depreciation and amortization (“adjusted debt (long-term debt, includingEBITDA”) of not more than 3.5 to 1.0, calculated as of the current portionend of such debt, plus six times our lastthe applicable quarter on a rolling four fiscal quarters’ rentals and landing fees) to capital (adjusted debt plus total common stockholders’ investment) that does not exceed 70%. Our leveragequarters basis. The ratio of adjustedour debt to capitaladjusted EBITDA was 51%1.9 to 1.0 at May 31, 2013.2016. We believe the leverage ratiothis 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 ratiofinancial 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. If we failed to comply with the financial covenant or any other covenants of our revolving credit agreement, our access to financing could become limited. We do not expect to be at risk of noncompliance with the financial covenant or any other covenants of our revolving credit agreement. As of May 31, 2013,2016, no commercial paper was outstanding. However, we had a total of $318 million in letters of credit outstanding andat May 31, 2016, with $182 million of the entire $1 billionletter of credit sublimit unused under theour revolving credit facilityfacility.

For 2017, we anticipate making contributions totaling $1.0 billion (approximately $615 million of which are required) to our U.S. Pension Plans. Contributions to our U.S. Pension Plans are increasing in 2017 to cover increasing retiree benefit payments and to improve the funded status of our U.S. Pension Plans. Our U.S. Pension Plans have ample funds to meet expected benefit payments.

In December 2015, The Protecting Americans from Tax Hikes Act of 2015 (PATH Act) was available for future borrowings.passed into law. As a result, our current federal income taxes will be reduced due to the accelerated depreciation provisions on qualifying capital investments through December 31, 2019.

On June 6, 2016, our Board of Directors declared a quarterly dividend of $0.40 per share of common stock, an increase of $0.15 per common share from the prior quarter’s dividend. The dividend was paid on July 1, 2016 to stockholders of record as of the close of business on June 16, 2016. 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.” On March 15, 2016, Moody’s Investors Service has assigned us a seniorlowered our unsecured debt credit rating of Baa1 to Baa2 and aaffirmed our commercial paper rating of P-2 and a ratings outlook of “stable.” If our credit ratings drop, our interest expense may increase. If our commercial paper ratings drop below current levels, we may have difficulty utilizing the commercial paper market. If our senior unsecured debt credit ratings drop below investment grade, our access to financing may become limited.

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.

 

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CONTRACTUAL CASH OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

The following table sets forth a summary of our contractual cash obligations as of May 31, 2013.2016. 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, 2013.2016. 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  2017 2018 2019 2020 2021 Thereafter Total 

Operating activities:

                     

Operating leases

  $  1,936   $  1,834   $  1,636   $  1,689   $  1,230   $  6,650   $  14,975  $ 2,475   $2,243   $1,953   $1,668   $1,451   $8,023   $17,813  

Non-capital purchase obligations and other

   285    183    123    101    44    109    845   577    396    260    192    119    100    1,644  

Interest on long-term debt

   157    138    138    138    138    2,582    3,291   491    497    496    434    422    8,233    10,573  

Contributions to our U.S. Pension Plans

   650                        650   615    —      —      —      —      —      615  

Investing activities:

                     

Aircraft and aircraft-related capital commitments

   968    1,054    1,140    959    1,382    4,492    9,995   1,212    1,770    1,563    1,620    1,476    4,240    11,881  

Other capital purchase obligations

   249    1                    250   44    5    4    1    1    8    63  

Financing activities:

                     

Debt

   250                    2,740    2,990   3    3    1,311    961    —      11,577    13,855  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

  $4,495   $3,210   $3,037   $2,887   $2,794   $16,573   $32,996  $5,417   $ 4,914   $ 5,587   $ 4,876   $ 3,469   $ 32,181   $ 56,444  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

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$17.8 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 undiscounted 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, 2013.2016. Under the proposed new lease accounting rules, the majority of these leases will be required to be recognized at the net present value 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.

 

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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 ($4648 million) is excluded from the table. See Note 12 of the accompanying consolidated financial statements for further information.

The amounts reflectedWe had $413 million in the table above for interestdeposits and progress payments as of May 31, 2016 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.

On June 10, 2016, FedEx Express exercised options to acquire six additional B767F aircraft for delivery in 2019 and 2020.

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, we have scheduled debt payments of $250 million.

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.accompanying consolidated financial statements. 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.

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

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The TNT Express acquisition added a number of defined benefit pension expenseplans to our retirement plans portfolio. The net funded status of these defined benefit pension plans is primarily a functionincluded in our disclosures as of May 31, 2016. The completion of the purchase accounting process to identify and value all of our plan assets and the discount rate useddefined benefit arrangements under accounting principles generally accepted in the United States may result in adjustment to measure our pension liabilities at a single point in time at the endfunded status of our fiscal year (the measurement date). Both of these factors are significantly influenced by the stock and bond markets, which in recent years have experienced substantial volatility.such plans during 2017.

In addition to expense volatility, weWe are required to record annual year-end adjustments to our balance sheet on an annual basisfinancial statements 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, prior service and interest costs, the next several years.

EROA and settlements and curtailments. 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 
  

 

 

         

 

 

         

 

 

 
   2016   2015  2014 

Defined benefit pension plans:

     

Segment level

  $209    $222   $332  

Eliminations, corporate and other

   5     (263    (233
  

 

 

   

 

 

  

 

 

 

Total defined benefit pension plans

  $214    $(41 $99  

Defined contribution plans

   416     385    363  

Postretirement healthcare plans

   82     81    78  

Retirement plans mark-to-market adjustment

   1,498     2,190    15  
  

 

 

   

 

 

  

 

 

 
  $  2,210    $  2,615   $555  
  

 

 

   

 

 

  

 

 

 

Total retirement plans cost increased $179 millionThe components of the pre-tax mark-to-market losses are as follows, in 2013 driven bymillions:

   2016  2015  2014 

Actual versus expected return on assets

  $1,285   $(35 $  (1,013

Discount rate changes

   1,129    791    705  

Demographic assumption experience

   (916  1,434    323  
  

 

 

  

 

 

  

 

 

 

Total mark-to-market loss

  $  1,498   $  2,190   $15  
  

 

 

  

 

 

  

 

 

 

2016

The actual rate of return on our U.S. Pension Plan assets of 1.2% was lower discount rates used to measurethan our benefit obligations at our May 31, 2012 measurement date. Total retirement plans cost increased $72 million in 2012expected return of 6.50% primarily due to higher expensesa challenging environment for our 401(k) plans due to the full restorationglobal equities and other risk-seeking asset classes. The weighted average discount rate for all of company matching contributions on January 1, 2011.

Amounts recognized in our balance sheet reflect a snapshot of the state of our long-term pension liabilities at the plan measurement date and the effect 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 for pension and postretirement healthcare plans includes numerous assumptions, includingdeclined from 4.38% at May 31, 2015 to 4.04% at May 31, 2016. The demographic assumption experience in 2016 reflects a change in disability rates and an increase in the average retirement age for U.S. pension and other postemployment benefit plans.

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 expected long-term investment returnspostretirement healthcare plans declined from 4.57% at May 31, 2014 to 4.38% at May 31, 2015.

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2014

The actual rate of return on plan assets. These assumptions most significantly impact our U.S. Pension Plans.

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Following isPlan assets of 13.3% exceeded our expected return of 7.75% primarily due to a discussionfavorable investment environment for global equity markets. The weighted average discount rate for all of the key estimates we consider in determining our pension cost:and postretirement healthcare plans decreased from 4.76% at May 31, 2013 to 4.57% at May 31, 2014.

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 was as described below.follows:

 

Measurement

Date

  

Discount Rate

5/31/2016

  4.13%

Amounts Determined by Measurement Date and5/31/2015

4.42    

Discount Rate5/31/2014

4.60    

5/31/2013

     4.79%2013 PBO and 2014 expense

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 expense4.79    

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, 20132016 measurement date, a 50-basis-point increase in the discount rate would have decreased our 20132016 PBO by approximately $1.4$1.8 billion and a 50-basis-point decrease in the discount rate would have increased our 20132016 PBO by approximately $1.5$2.0 billion. From 2010 to 2013,With the adoption of MTM accounting, the impact of changes in the discount rate usedon pension expense is predominantly 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 $38 million effect on the fourth quartermark-to-market adjustment but only a net $200,000 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 tradeabletradable 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 tofollow a liability-driven investment strategy to better align plan assets with liabilities.

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 have

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For consolidated pension expense, we assumed an 8.0%a 6.5% expected long-term rate of return on our U.S. Pension Plan assets in 2016 and 7.75% in 2015 and 2014. We lowered our EROA assumption in 2016 as we continued 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 2013, 2012our plan assets, including the impact of the duration of our liabilities. Our actual return in 2016 was less than the expected return. Our actual returns in 2015 and 2011.2014, however, exceeded those long-term assumptions. Our actual return on plan assets has contracted from 2015 due to lower than expected returns on public equities.

At the segment level, we set our EROA at 6.5% for all periods presented when we adopted MTM accounting in 2015. We record service cost, interest cost and EROA at the segment level, but our annual MTM adjustment and any difference between our consolidated EROA and our segment EROA are reflected only at the corporate level. This allows our segment operating results to follow internal management reporting, which is used for making operating decisions and assessing performance.

For our U.S. Pension Plans, a one basis-point change in our EROA impacts our 2017 segment pension expense by $2.3 million. The actual returns during each of the last three fiscal years have exceeded that long-term assumption. The actual historical annual return on our U.S. Pension Plan assets, calculated on a compound geometric basis, was 6.9%, net of investment manager fees and administrative expenses, for the 15-year period ended May 31, 2013 and 7.4%, net of investment manager fees, for the 15-year period ended May 31, 2012. For 2014, we plan to lower our expected return on plan assets assumption for long-term returns on plan assets to 7.75% as we continue to refine our asset

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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 change 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.2016.

FUNDED STATUS.FollowingThe 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.

   2016  2015 

Funded Status of Plans:

   

Projected benefit obligation (PBO)

  $  29,602   $  27,512  

Fair value of plan assets

   24,271    23,505  
  

 

 

  

 

 

 

Funded status of the plans

  $(5,331 $(4,007
  

 

 

  

 

 

 

Cash Amounts:

   

Cash contributions during the year

  $726   $746  

Benefit payments during the year

  $912   $815  

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 IRSInternal Revenue Service 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 todo not materially impact our total plan assets (benefit payments for our U.S. Pension Plans for 20132016 were approximately $572$860 million or 3%3.7% of plan assets).

During 2013, we made $560 million in2016, required contributions to our U.S. Pension Plans.Plans were not significant. 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$2.9 billion at May 31, 2013.2016. For 2014,2017, we anticipate making required contributions to our U.S. Pension Plans totaling approximately $650 million.$1.0 billion (approximately $615 million of which are required).

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

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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.

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Self-insurance accruals reflected in our balance sheet were $1.7$2.2 billion at May 31, 2013,2016 and $1.6$2.0 billion at May 31, 2012.2015. Approximately 41%40% 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%53% 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.

IMPAIRMENT. As of May 31, 2016, the FedEx Express global air and ground network includes a fleet of 643 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.

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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$22 million at May 31, 20132016 and $127$102 million at May 31, 2012.2015. We plan to modify these assets in the future and place them into operations.

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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, is 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 have oneAt May 31, 2016, we had four aircraft temporarily idled. ThisThese aircraft hashave been idled for 15 monthsless than one year and isare expected to return to revenue service.

In May 2013,the fourth quarter of 2015, we made the decision to retireretired from service two Airbus A310-200seven Boeing MD11 aircraft and 12 related engines, four Airbus A310-300 aircraft and three related engines, three Airbus A310-300A300-600 aircraft and twothree related engines and fiveone Boeing MD10-10 aircraft and 15three related engines, to align withand related parts. We also adjusted the plansretirement schedule of FedEx Express to modernize itsan additional 23 aircraft fleet and improve its global network.57 engines. As a consequence, impairment and related charges of this decision, a noncash impairment charge of $100$276 million ($63175 million, net of tax, or $0.20$0.61 per diluted share), of which $246 million was noncash, were recorded in the fourth quarter. 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 2012The decision to permanently retire 24these aircraft and 43 related engines aligns with FedEx Express’s plans to better align the U.S. domestic air networkrationalize capacity of FedEx Expressand modernize its aircraft fleet to match current and anticipated shipment volumes. The majority of these aircraft were temporarily idled andmore effectively serve its customers. These combined retirement changes will not in revenue service.have a material impact on our near-term depreciation expense.

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, 20132016 we had approximately $15$17.8 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, 20132016 was approximately six years. The future commitments for operating leases are not yet reflected as a liability in our balance sheet under current U.S.until the new rules on lease accounting rules.issued in 2016 become effective in our fiscal 2020 as described below.

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

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On February 25, 2016, the FASB issued the new lease accounting standards for leases, we would be requiredstandard, which will require us 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 benew standard states that a lessee will recognize a lease liability for 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 effectsvalues of the proposed rule changes until theseobligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. Expense related to leases determined to be operating leases will be recognized on a straight-line basis, while those determined to be financing leases will be recognized following a front-loaded expense profile in which interest and amortization are presented separately in the income statement. Under the new rules, are finalized, we believe that a majority of theour operating lease

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obligations reflected in the contractual cash obligations table would be required to be reflected in our balance sheet wereat their net present value. These changes will be effective for our fiscal year beginning June 1, 2019 (fiscal 2020), with a modified retrospective adoption method to 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.beginning of 2018.

GOODWILL. As of May 31, 2013,2016, we had $2.8$6.7 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 2016, we recorded $3.0 billion in additional goodwill associated with our TNT Express acquisition. During 2015, we recorded $1.1 billion in additional goodwill associated with our GENCO and FedEx CrossBorder 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.

Goodwill is reviewed at least annually for impairment. 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, TNT Express, FedEx Ground, FedEx Freight, and FedEx Office (reported in the FedEx Services segment) reporting units. Weand GENCO (reported in the FedEx Ground segment). With the exception of TNT Express due to the timing of the acquisition, we evaluated these reporting units during the fourth quarters of 20132016 and 2012.2015. The estimated fair value of each of these reporting units exceeded their carrying values in 20132016 and 2012, and2015; therefore, we do not believe that any of these reporting units were at riskimpaired as of May 31, 2013.the balance sheet dates.

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 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.

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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.

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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.

LEGAL AND 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.

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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.

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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 (i.e.or proceeding (e.g., 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 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. Most recently, the United Kingdom’s

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(“UK”) vote to leave the European Union (“EU”) could result in economic uncertainty and instability, resulting in fewer goods being transported globally. In 2013, slower than expected economic growth resulted in2016, 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.effectively respond. 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.

The failure to integrate successfully the businesses and operations of FedEx Express and TNT Express in the expected time frame may adversely affect our future results.Prior to FedEx’s acquisition of TNT Express in May 2016, FedEx Express and TNT Express operated as independent companies. There can be no assurances that these businesses can be integrated successfully. It is possible that the integration process could result in higher than expected integration costs, the loss of customers, the disruption of ongoing businesses, unexpected integration issues, or the loss of key historical FedEx Express or TNT Express employees. It is also possible that the overall post-acquisition integration process will take longer than currently anticipated. Specifically, the following issues, among others, must be addressed as we begin to integrate the operations of FedEx Express and TNT Express in order to realize the anticipated benefits of the transaction:

combining the companies’ operations and corporate functions;

combining the businesses of FedEx Express and TNT Express and meeting the capital requirements of the combination in a manner that permits us to achieve the operating and financial results we anticipated from the acquisition, the failure of which could result in the material anticipated benefits of the transaction not being realized in the time frame currently anticipated, or at all;

integrating and consolidating the companies’ administrative and information technology infrastructure and computer systems;

integrating workforces while continuing to provide consistent, high-quality service to customers;

integrating and unifying the offerings and services available to historical FedEx Express and TNT Express customers;

harmonizing the companies’ operating practices, employee development and compensation programs, integrity and compliance programs, internal controls and other policies, procedures and processes;

integrating the companies’ financial reporting and internal control systems, including our ability to become compliant with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and the rules promulgated thereunder by the SEC;

maintaining existing agreements with customers and service providers and avoiding delays in entering into new agreements with prospective customers and service providers;

 

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addressing possible differences in business backgrounds, corporate cultures and management philosophies;

addressing employee social issues so as to maintain efficient and effective labor and employee relations;

coordinating rebranding and marketing efforts;

managing the movement of certain positions to different locations;

managing potential unknown and unidentified liabilities, including liabilities that are significantly larger than currently anticipated, and unforeseen increased expenses or delays associated with the integration process; and

managing the expanded operations of a significantly larger, more complex company.

All of these factors could dilute FedEx’s earnings per share, decrease or delay the expected accretive effect of the acquisition and negatively impact the price of FedEx’s common stock. In addition, at times the attention of certain members of our management may be focused on the integration of the businesses of FedEx Express and TNT Express and diverted from day-to-day business operations, which may disrupt our business.

We rely heavily on information and technology to operate our transportation and business networks, and anyA significant data breach or other disruption to our technology infrastructure or the Internet could harmdisrupt our operations and result in the loss of critical confidential information, adversely impacting 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 data breaches, particularly through cyber-attack or cyber-intrusion, including by computer hackers, foreign governments and internalcyber terrorists. Data breaches have increased in recent years as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. 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 and fedex.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 weRecently, there has also been heightened regulatory and enforcement focus on data protection in the U.S. and abroad (particularly in the EU), and failure to comply with applicable U.S. or foreign data protection regulations or other data protection standards may expose us to litigation, fines, sanctions or other penalties, which could harm our reputation and adversely impact our business, results of operations and financial condition.

We have invested and continue to invest in technology security initiatives, information technology risk management and disaster recovery plans,plans. The development and maintenance of these measures cannotis costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become increasingly more sophisticated. Despite our efforts, we are not fully insulate usinsulated from data breaches, technology disruptions or data loss, which could adversely impact our competitiveness and results of operations. Although we have not experienced data breaches or other disruptions to our technology infrastructure that are material either individually or in the resulting adverse effect on our operations and financial results.aggregate, we may be unable to detect or prevent a material breach or disruption in the future.

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

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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 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, vehicles, technology, 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 and startups that combine technology with crowdsourcing to focus on local market needs. In addition, some high volume package shippers, such as Amazon.com, are developing in-house delivery capabilities, which could 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. Moreover, if our current customers, such as Amazon.com, become competitors, it will reduce our revenue and could negatively impact our financial condition and results of operations.

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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, in 2013,addition to TNT Express, we made strategic acquisitionshave acquired businesses in Poland, FranceEurope, Latin America, Africa and Brazil.the United States over the past several years. While we expect our past and future acquisitions to 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).

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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 on Form 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, 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.employers of drivers. If FedEx Ground is deemed to be a joint employer of independent contractors’ 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,and direct employers of drivers providing these services, 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 driversunder a contractor model no longer in use should behave been treated as our employees rather than independent contractors.contractors, or that drivers employed by independent contractors should be treated as our employees. 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

The UK vote to leave the EU could adversely impact our business, results of operations and financial condition.There is compelledsubstantial uncertainty surrounding the UK’s June 23, 2016 vote to convertleave the EU (“Brexit”). Any impact of the Brexit vote depends on the terms of the UK’s withdrawal from the EU, which still need to be determined and could take several years to accomplish. The UK’s withdrawal from the EU could result in a global economic downturn, which could depress the demand for our services. The UK also could lose access to the single EU market and to the global trade deals negotiated by the EU on behalf of its independent contractors tomembers, depressing trade between the UK and other countries, which would negatively impact our international operations. Additionally, we may face new regulations regarding trade, aviation, security and employees, labor organizationsamong others in the UK. Compliance with such regulations could more easily organize these individuals,be costly, negatively impacting our operating costs could increase materiallybusiness, results of operations and we could incur significant capital outlays.financial condition.

Failure to executeDisruptions or modifications in service by the USPS or changes in its business could have an adverse effect on our business realignment program will cause our futureoperations and financial results to suffer.results. The USPS is a significant customer and vendor of FedEx. In 2013, we announced profit improvement programs primarily through initiatives atparticular, the USPS is the largest customer of FedEx Express, which provides domestic air transportation services for the USPS’s First Class, Priority and FedEx Services that include cost reductions, modernization of our aircraft fleet, transformation ofExpress Mail and transportation and delivery for the U.S. domestic operations andUSPS’s international profit improvements at FedEx Express, and improved efficiencies and lower costs of information technology at FedEx Services. To this end, during 2013, we conducted a program to offer voluntary cash buyouts to eligible U.S.-based employeesdelivery service. Disruptions or modifications 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. We will continue to work towards the plan of annual profitability improvement of $1.6 billion by the endUSPS as a result of 2016, but if we are not ablefinancial difficulties or changes in its business, including any structural changes to reach this goal in the face of challenging economic conditions,its operations, network, service offerings or pricing, could adversely affect our futureoperations, negatively impacting our revenue and financial results may suffer.results.

 

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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.

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

- 86 -


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;

 

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 euro, Chinese yuan, euro,British pound, Brazilian real, Canadian dollar and the British pound,Mexican peso, 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, joint employment, and discrimination and retaliation claims, and any other legal or governmental proceedings;

our ability to achieve the benefits of any ongoing or future profit improvement initiatives;

 

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 becameagreement is scheduled to become amendable in March 2013,November 2021) and with the parties are currentlyunion that was elected in negotiations);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.

- 87 -


FORWARD-LOOKING STATEMENTS

Certain statements in this report, including (but not limited to) those contained in “Outlook” (including group and 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,” “will,” “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 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-- 88 -


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, 2013,2016, 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, 2013.2016.

On May 25, 2016, we acquired TNT Express. See Note 3 – Business Combinations of our consolidated financial statements for additional information. Total assets of TNT Express represented approximately 16% of our consolidated total assets as of May 31, 2016. As permitted by the Securities and Exchange Commission, management has elected to exclude TNT Express from its assessment of internal control over financial reporting as of May 31, 2016.

The effectiveness of our internal control over financial reporting as of May 31, 2013,2016, 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.

 

- 8289 -


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, 2013,2016, 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.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of TNT Express, which is included in the consolidated financial statements of FedEx Corporation and constituted approximately 16% of consolidated total assets as of May 31, 2016. Our audit of internal control over financial reporting of FedEx Corporation also did not include an evaluation of internal control over financial reporting of TNT Express.

In our opinion, FedEx Corporation maintained, in all material respects, effective internal control over financial reporting as of May 31, 2013,2016, 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, 20132016 and 2012,2015, 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, 20132016 of FedEx Corporation and our report dated July 15, 201318, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Memphis, Tennessee

July 15, 201318, 2016

 

- 8390 -


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, 20132016 and 2012,2015, 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, 2013.2016. 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, 20132016 and 2012,2015, and the consolidated results of its operations and its cash flows for each of the three years in the period ended May 31, 2013,2016, in conformity with U.S. generally accepted accounting principles.

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, 2013,2016, 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, 201318, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Memphis, Tennessee

July 15, 201318, 2016

 

- 8491 -


FEDEX CORPORATION

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS)

 

  May 31,   May 31, 
  2013   2012   2016   2015 

ASSETS

        

CURRENT ASSETS

        

Cash and cash equivalents

  $4,917   $2,843   $3,534    $3,763  

Receivables, less allowances of $176 and $178

   5,044    4,704 

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

   457    440 

Deferred income taxes

   533    533 

Receivables, less allowances of $178 and $185

   7,252     5,719  

Spare parts, supplies and fuel, less allowances of $218 and $207

   496     498  

Prepaid expenses and other

   323    536    707     355  
  

 

   

 

   

 

   

 

 

Total current assets

   11,274    9,056    11,989     10,335  

PROPERTY AND EQUIPMENT, AT COST

        

Aircraft and related equipment

   14,716    14,360    17,499     16,186  

Package handling and ground support equipment

   6,452    5,912    7,961     6,725  

Computer and electronic equipment

   4,958    4,646    5,149     5,208  

Vehicles

   4,080    3,654    6,422     5,816  

Facilities and other

   7,903    7,592    9,987     8,929  
  

 

   

 

   

 

   

 

 
   38,109    36,164    47,018     42,864  

Less accumulated depreciation and amortization

   19,625    18,916    22,734     21,989  
  

 

   

 

   

 

   

 

 

Net property and equipment

   18,484    17,248    24,284     20,875  

OTHER LONG-TERM ASSETS

        

Goodwill

   2,755    2,387    6,747     3,810  

Other assets

   1,054    1,212    3,044     1,511  
  

 

   

 

   

 

   

 

 

Total other long-term assets

   3,809    3,599    9,791     5,321  
  

 

   

 

   

 

   

 

 
  $  33,567   $  29,903   $  46,064    $  36,531  
  

 

   

 

   

 

   

 

 

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

 

- 8592 -


FEDEX CORPORATION

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT SHARE DATA)

 

  May 31,   May 31, 
  2013 2012   2016 2015 

LIABILITIES AND STOCKHOLDERS’ INVESTMENT

      

CURRENT LIABILITIES

      

Current portion of long-term debt

  $251  $417   $29   $19  

Accrued salaries and employee benefits

   1,688   1,635    1,972    1,436  

Accounts payable

   1,879   1,613    2,944    2,066  

Accrued expenses

   1,932   1,709    3,063    2,435  
  

 

  

 

   

 

  

 

 

Total current liabilities

   5,750   5,374    8,008    5,956  

LONG-TERM DEBT, LESS CURRENT PORTION

   2,739   1,250    13,838    7,249  

OTHER LONG-TERM LIABILITIES

      

Deferred income taxes

   1,652   836    1,567    1,210  

Pension, postretirement healthcare and other benefit obligations

   3,916   5,582    6,227    4,893  

Self-insurance accruals

   987   963    1,314    1,120  

Deferred lease obligations

   778   784    400    711  

Deferred gains, principally related to aircraft transactions

   227   251    155    181  

Other liabilities

   120   136    771    218  
  

 

  

 

   

 

  

 

 

Total other long-term liabilities

   7,680   8,552    10,434    8,333  

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, 2016 and 2015

   32    32  

Additional paid-in capital

   2,668   2,595    2,892    2,786  

Retained earnings

   18,519   17,134    18,371    16,900  

Accumulated other comprehensive loss

   (3,820  (4,953

Accumulated other comprehensive income

   (169  172  

Treasury stock, at cost

   (1  (81   (7,342  (4,897
  

 

  

 

   

 

  

 

 

Total common stockholders’ investment

   17,398   14,727    13,784    14,993  
  

 

  

 

   

 

  

 

 
  $  33,567  $  29,903   $  46,064   $  36,531  
  

 

  

 

   

 

  

 

 

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

 

- 8693 -


FEDEX CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

 

  Years ended May 31,   Years ended May 31, 
  2013 2012 2011   2016 2015 2014 

REVENUES

  $  44,287  $  42,680  $  39,304   $  50,365   $  47,453   $  45,567  

OPERATING EXPENSES:

        

Salaries and employee benefits

   16,570   16,099   15,276    18,581    17,110    16,171  

Purchased transportation

   7,272   6,335   5,674    9,966    8,483    8,011  

Rentals and landing fees

   2,521   2,487   2,462    2,854    2,682    2,622  

Depreciation and amortization

   2,386   2,113   1,973    2,631    2,611    2,587  

Fuel

   4,746   4,956   4,151    2,399    3,720    4,557  

Maintenance and repairs

   1,909   1,980   1,979    2,108    2,099    1,862  

Business realignment, impairment and other charges

   660   134   89 

Impairment and other charges

       276      

Retirement plans mark-to-market adjustment

   1,498    2,190    15  

Other

   5,672   5,390   5,322    7,251    6,415    5,927  
  

 

  

 

  

 

   

 

  

 

  

 

 
   41,736   39,494   36,926    47,288    45,586    41,752  
  

 

  

 

  

 

   

 

  

 

  

 

 

OPERATING INCOME

   2,551   3,186   2,378    3,077    1,867    3,815  

OTHER INCOME (EXPENSE):

        

Interest expense

   (82  (52  (86   (336  (235  (160

Interest income

   21   13   9    21    14    18  

Other, net

   (35  (6  (36   (22  (19  (15
  

 

  

 

  

 

   

 

  

 

  

 

 
   (96  (45  (113   (337  (240  (157
  

 

  

 

  

 

   

 

  

 

  

 

 

INCOME BEFORE INCOME TAXES

   2,455   3,141   2,265    2,740    1,627    3,658  

PROVISION FOR INCOME TAXES

   894   1,109   813    920    577    1,334  
  

 

  

 

  

 

   

 

  

 

  

 

 

NET INCOME

  $1,561  $2,032  $1,452   $1,820   $1,050   $2,324  
  

 

  

 

  

 

   

 

  

 

  

 

 

BASIC EARNINGS PER COMMON SHARE

  $4.95  $6.44  $4.61   $6.59   $3.70   $7.56  
  

 

  

 

  

 

   

 

  

 

  

 

 

DILUTED EARNINGS PER COMMON SHARE

  $4.91  $6.41  $4.57   $6.51   $3.65   $7.48  
  

 

  

 

  

 

   

 

  

 

  

 

 

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

 

- 8794 -


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, 
   2016  2015  2014 

NET INCOME

  $  1,820   $  1,050   $  2,324  

OTHER COMPREHENSIVE LOSS:

    

Foreign currency translation adjustments, net of tax benefit of $22, $45 and $1

   (261  (334  (25

Amortization of prior service credit and other, net of tax benefit of $45 in 2016, tax expense of $1 in 2015 and tax benefit of $38 in 2014

   (80      (76
  

 

 

  

 

 

  

 

 

 
   (341  (334  (101
  

 

 

  

 

 

  

 

 

 

COMPREHENSIVE INCOME

  $1,479   $716   $2,223  
  

 

 

  

 

 

  

 

 

 

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

 

- 8895 -


FEDEX CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN MILLIONS)

 

  Years ended May 31,   Years ended May 31, 
  2013 2012 2011   2016 2015 2014 

OPERATING ACTIVITIES

        

Net income

  $1,561  $2,032  $1,452   $1,820   $1,050   $2,324  

Adjustments to reconcile net income to cash provided by operating activities:

        

Depreciation and amortization

   2,386   2,113   1,973    2,631    2,611    2,587  

Provision for uncollectible accounts

   167   160   152    121    145    130  

Deferred income taxes and other noncash items

   521   1,126   669    31    (572  339  

Business realignment, impairment and other charges

   479   134   29 

Impairment and other charges

       246      

Stock-based compensation

   109   105   98    144    133    117  

Retirement plans mark-to-market adjustment

   1,498    2,190    15  

Changes in assets and liabilities:

        

Receivables

   (451  (254  (400   (199  (392  (516

Other current assets

   257   (231  (114   (234  25    (22

Pension assets and liabilities, net

   (335  (453  (169

Pension and postretirement healthcare assets and liabilities, net

   (346  (692  (453

Accounts payable and other liabilities

   10   144   370    467    659    (235

Other, net

   (16  (41  (19   (225  (37  (22
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash provided by operating activities

   4,688   4,835   4,041    5,708    5,366    4,264  

INVESTING ACTIVITIES

        

Capital expenditures

   (3,375  (4,007  (3,434   (4,818  (4,347  (3,533

Business acquisitions, net of cash acquired

   (483  (116  (96   (4,618  (1,429  (36

Proceeds from asset dispositions and other

   55   74   111    (10  24    18  
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash used in investing activities

   (3,803  (4,049  (3,419   (9,446  (5,752  (3,551

FINANCING ACTIVITIES

        

Principal payments on debt

   (417  (29  (262   (41  (5  (254

Proceeds from debt issuances

   1,739          6,519    2,491    1,997  

Proceeds from stock issuances

   280   128   108    183    320    557  

Excess tax benefit on the exercise of stock options

   23   18   23    3    51    44  

Dividends paid

   (177  (164  (151   (277  (227  (187

Purchase of treasury stock

   (246  (197      (2,722  (1,254  (4,857

Other, net

   (18     (5   (54  (27  (19
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash provided by (used in) financing activities

   1,184   (244  (287   3,611    1,349    (2,719
  

 

  

 

  

 

   

 

  

 

  

 

 

Effect of exchange rate changes on cash

   5   (27  41    (102  (108  (3
  

 

  

 

  

 

   

 

  

 

  

 

 

Net increase in cash and cash equivalents

   2,074   515   376 

Net (decrease) increase in cash and cash equivalents

   (229  855    (2,009

Cash and cash equivalents at beginning of period

   2,843   2,328   1,952    3,763    2,908    4,917  
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash and cash equivalents at end of period

  $4,917  $2,843  $2,328   $  3,534   $3,763   $  2,908  
  

 

  

 

  

 

   

 

  

 

  

 

 

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

 

- 8996 -


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, 2013

  $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

   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  

Net income

            1,820            1,820  

Other comprehensive loss, net of tax of $67

                (341      (341

Purchase of treasury stock (18.2 million shares)

                    (2,722  (2,722

Cash dividends declared ($1.00 per share)

            (277          (277

Employee incentive plans and other (2.0 million shares issued)

        106    (72      277    311  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at May 31, 2016

  $32   $2,892  $18,371  $(169 $(7,342 $13,784 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

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

 

- 9097 -


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; TNT Express B.V., formerly TNT Express N.V. (“TNT Express”), an international express, small-package ground delivery and freight transportation company that was acquired near the end of our 2016 fourth quarter; 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, customer service, technical support, billing and collection services, and certain back-office functions that 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, 20132016 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

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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.

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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 $424$417 million in 2013, $4212016, $403 million in 20122015 and $375$407 million in 2011.2014.

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 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.expenses and historically have been nominal.

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 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         2016                 2015        

Wide-body aircraft and related equipment

  15 to 30 years  $7,191   $7,161    15 to 30 years    $8,356    $7,548  

Narrow-body and feeder aircraft and related equipment

  5 to 18 years   2,284    1,881    5 to 18 years     3,180     2,943�� 

Package handling and ground support equipment

  3 to 30 years   2,311    2,101    3 to 30 years     3,249     2,410  

Vehicles

  3 to 15 years   1,748    1,411    3 to 15 years     3,084     2,717  

Computer and electronic equipment

  2 to 10 years   993    930    2 to 10 years     1,051     866  

Facilities and other

  2 to 40 years   3,957    3,764    2 to 40 years     5,364     4,391  

The fair value of TNT Express property and equipment included in the table above at May 31, 2016 was $1.1 billion. Given the timing of the TNT Express acquisition, this value is preliminary and likely to change during the purchase price allocation measurement period, which ends no later than the fourth quarter of 2017.

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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.aircraft. As a result of these accelerated retirements, we expectincurred an additional $74 million in year-over-year accelerated depreciation expense in 2014.

Depreciation and amortization expense, excluding gains and losses on sales of property and equipment used in operations, was $2.3$2.6 billion in 2013, $2.1 billion in 20122016, 2015 and $1.9 billion in 2011.2014. Depreciation and amortization expense includes amortization of assets under capital lease.

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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 $45$42 million in 2013, $852016, $37 million in 20122015 and $71$29 million in 2011.2014.

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, is 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 have oneAt May 31, 2016, we had four aircraft temporarily idled. ThisThese aircraft hashave been idled for 15 monthsless than one year and isare expected to return to revenue service.

In May 2013,2015, we made the decision to retireretired from service two Airbus A310-200seven Boeing MD11 aircraft and 12 related engines, four Airbus A310-300 aircraft and three related engines, three Airbus A310-300A300-600 aircraft and twothree related engines and fiveone Boeing MD10-10 aircraft and 15three related engines, to align with the plans of FedEx Express to modernize its aircraft fleet and improve its global network.related parts. As a consequence, impairment and related charges of this decision, a noncash impairment charge of $100$276 million ($63175 million, net of tax, or $0.20$0.61 per diluted share) waswere recorded in the FedEx Express segment in the fourth quarter. Allquarter 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 of2015. Of this decision, a noncash impairment charge of $134amount, $246 million ($84 million, net of tax, or $0.26 per diluted share) was recorded in the FedEx Express segment in the fourth quarter.non-cash. The decision to permanently retire these aircraft the majority of which were temporarily idled and not in revenue service, betterengines aligns the U.S. domestic air networkwith FedEx Express’s plans to rationalize capacity of FedEx Expressand modernize its aircraft fleet 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).more effectively serve its customers.

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

- 100 -


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.

INTANGIBLE ASSETS. Intangible assets primarily include customer relationships, technology assets and trademarks acquired in business combinations. Intangible assets are amortized over periods ranging from 3 to 15 years, either on a straight-line basis or on a basis consistent with the pattern in which the economic benefits are realized.

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 employedWe use the fair value of plan assets to calculate the expected return on plan assets (“EROA”) for purposes of determining the asset values for our tax-qualified U.S. domestic pension plans (“U.S. Pension Plans”).interim and segment reporting purposes. Our expected rate of returnEROA is a judgmental matter which is reviewed on an annual basis and revised as appropriate.

The accounting guidance related to employers’ accounting for defined benefit pension and other postretirement plans requires recognition in the balance sheet of the funded status of defined benefit pension and other postretirement benefit plans,plans. We use “mark-to-market” or MTM accounting and immediately recognize changes in the recognition in other comprehensive income (“OCI”)fair value of unrecognizedplan assets and actuarial gains or losses and prior service costs or credits. Additionally, the guidance requires the measurement date for plan assets and liabilities to coincide 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 increasein our operating results annually in the valuefourth quarter each year. The annual MTM adjustment is recognized at the corporate level and does not impact segment results. The remaining components of our plan assetspension and an increase inpostretirement healthcare expense, primarily service and interest costs and the discount rate used to measure the liabilities at May 31, 2013. At May 31, 2012, weEROA, are recorded on a decrease to equity through OCI of $2.4 billion (net of tax) based primarily on year-end adjustments related to increases in our projected benefit obligation due to a decrease in the discount rate used to measure the liabilities at May 31, 2012.quarterly basis.

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.

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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

- 101 -


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.

DERIVATIVE FINANCIAL INSTRUMENTS.Our recently acquired TNT Express segment maintains a risk management strategy that includes the use of derivative instruments to reduce the effects of volatility in foreign currency exchange exposure on operating results and cash flows. In accordance with our risk management policies, we do not hold or issue derivative instruments for trading or speculative purposes. We account for derivative instruments under the provisions of the accounting guidance related to derivatives and hedging, which requires all derivative instruments to be recognized in the financial statements and measured at fair value, regardless of the purpose or intent for holding them.

Derivatives are recognized in our consolidated balance sheets at their fair values. When we become a party to a derivative instrument and intend to apply hedge accounting, we formally document the hedge relationship and the risk management objective for undertaking the hedge, which includes designating the instrument for financial reporting purposes as a fair value hedge, a cash flow hedge, or a net investment hedge.

If a derivative is designated as a cash flow or net investment hedge, changes in its fair value are considered to be effective and are recorded in accumulated other comprehensive income until the hedged item is recorded in income. Any portion of a change in the fair value of a derivative that is considered to be ineffective, along with the change in fair value of any derivatives not designated in a hedging relationship, is immediately recorded in the income statement.

For derivative instruments designated as hedges, we assess, both at hedge inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. In addition, when we determine that a derivative is not highly effective as a hedge, hedge accounting is discontinued. When a hedging instrument expires or is sold, or when the hedge no longer meets the criteria for hedge accounting, any cumulative gains or losses existing in equity at that time, remain in equity until the forecasted transaction is ultimately recognized in the income statement. When a forecasted transaction is no longer expected to occur, the cumulative gains or losses that were reported in equity are immediately transferred to the income statement. The financial statement impact of derivative transactions were immaterial for the year ended May 31, 2016 and as such, additional disclosures have been excluded from this report.

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.

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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 becameagreement that took effect on November 2, 2015. This collective bargaining agreement is scheduled to become amendable in March 2013, and the parties are currently in negotiations.November 2021, after a six-year term. 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 sharestock option exercises and restricted stock grants. Accordingly, we plan to repurchase approximately 3.7 million shares in 2014.

TREASURY SHARES.In January 2016, the stock repurchase authorization announced in September 2014 for 15 million shares was completed. On January 26, 2016, our Board of Directors approved a new share repurchase program of up to 25 million shares. During 2013,2016, we repurchased 2.718.2 million shares of FedEx common stock at an average price of $91$149.35 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.$2.7 billion. As of May 31, 2013, 10,188,0002016, 19 million shares remained under existingthe share repurchase authorizations.authorization. Shares under the current repurchase program may be repurchased from time to time in the open market or in privately negotiated transactions. The timing and volume of repurchases are at the discretion of management, based on the capital needs of the business, the market price of FedEx common stock and general market conditions. No time limit was set for the completion of the program, and the program may be suspended or discontinued at any time.

In 2015, we repurchased 8.1 million shares of FedEx common stock at an average price of $154.03 per share for a total of $1.3 billion. 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, 2013,6, 2016, our Board of Directors declared a quarterly dividend of $0.15$0.40 per share of common stock. The dividend was paid on July 1, 20132016 to stockholders of record as of the close of business on June 17, 2013.16, 2016. 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, general and administrative cost functions through a voluntary employee separation program.

During 2013, we conducted a program to offer voluntary cash buyouts to eligible U.S.-based employees in certain staff functions. The voluntary buyout 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 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 were 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 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).; and purchase price allocations.

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,In the second quarter of 2016, we adoptedchose to early adopt the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) requiring acquirers in a business combination to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period that the adjustment amounts are determined and eliminates the requirement to

- 103 -


retrospectively account for these adjustments. It also requires additional disclosure about the effects of the adjustments on prior periods. Adoption of this guidance had no impact on our financial reporting. See Note 3 for further discussion regarding our recent business acquisitions.

On May 28, 2014, the FASB and International Accounting Standards Board issued a new accounting standard that will supersede virtually all existing revenue recognition guidance under generally accepted accounting principles in the United States (and International Financial Reporting Standards) which has been subsequently updated to defer the effective date of 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 have a material impact on our revenue recognition policies, practices or systems.

On February 25, 2016, the FASB issued the new lease accounting standard which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The new standard states that a lessee will recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. Expense related to leases determined to be operating leases will be recognized on a straight-line basis, while those determined to be financing leases will be recognized following a front-loaded expense profile in which interest and amortization are presented separately in the income statement. We are currently evaluating the impact of this new standard on our financial reporting, but recognizing the lease liability and related right-of-use asset will significantly impact our balance sheet. These changes will be effective for our fiscal year beginning June 1, 2019 (fiscal 2020), with a modified retrospective adoption method to the beginning of 2018.

On November 20, 2015, the FASB issued an Accounting Standards Update that will require companies to classify all deferred tax assets and liabilities as noncurrent on the presentationbalance sheet instead of comprehensive income.separating deferred taxes into current and noncurrent amounts. This new guidance had minimal impact on our accounting and financial reporting, and we chose to early adopt on a retrospective basis in the fourth quarter of 2016.

In May 2015, the FASB issued an Accounting Standards Update that removes the requirement to categorize within the fair value hierarchy investments for which fair values are estimated using the net asset value practical expedient provided by Accounting Standards Codification 820, Fair Value Measurement. This new guidance is effective for entities for fiscal years beginning after December 15, 2016, with retrospective application to all periods presented. We elected to early adopt this standard, which impacted our fair value disclosures related to retirement benefit plan investments in Note 13 of the accompanying consolidated financial statements but did not otherwise impact our financial statements.

In March 2016, the FASB issued an Accounting Standards Update to simplify the accounting for share-based payment transactions. The new guidance requires companies to report componentsrecognize the income tax effects of comprehensiveawards that vest or are settled as income by including comprehensive income on the face oftax expense or benefit in the income statement oras opposed to additional paid-in capital as is current practice. The guidance also provides clarification of the presentation of certain components of share-based awards in a separatethe statement of comprehensive income.cash flows. Additionally, the guidance allows companies to make a policy election to account for forfeitures either upon occurrence or by estimating forfeitures. We have adoptedare currently evaluating the impact of 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 comprehensive income, including changes in comprehensive income balances by component and significant items reclassified out of comprehensive income. This new standard ison our financial reporting. These changes will be effective for our fiscal year ending May 31, 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 issued a revised exposure draft outlining proposed changes to the accounting for leases. Under the revised exposure draft, the 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 embedded in the underlying asset. A right-of-use asset and a liability to make lease payments will be recognized on the balance sheet for all leases (except short-term leases)beginning June 1, 2017 (fiscal 2018). 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.

We believe that no other new accounting guidance was adopted or issued during 20132016 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,On May 25, 2016, we expandedacquired TNT Express for €4.4 billion (approximately $4.9 billion). Cash acquired in the acquisition was approximately €250 million ($280 million). As of May 31, 2016, $287 million of shares associated with the transaction remained untendered, the majority of which were tendered subsequent to May 31, 2016, and are included in the “Other liabilities” caption of our consolidated balance sheets. We funded the acquisition with proceeds from our April 2016 debt issuance and existing cash balances. TNT Express’s financial results are immaterial from the time of acquisition and are included in “Eliminations, corporate and other.”

TNT Express collects, transports and delivers documents, parcels and freight to over 200 countries. This strategic acquisition broadens our portfolio of international service offeringstransportation solutions with the combined strength of TNT Express’s strong European road platform and our strength in other regions globally, including North America and Asia.

- 104 -


This acquisition is included in the accompanying balance sheets based on an allocation of the purchase price (summarized in the table below, in millions). Given the timing and complexity of the acquisition, the presentation of TNT Express in our financial statements, including the allocation of the purchase price, is preliminary and will likely change in future periods, perhaps significantly as fair value estimates of the assets acquired and liabilities assumed are refined during the measurement period. We will complete our purchase price allocation no later than the fourth quarter of 2017.

Current assets(1)

  $1,905  

Property and equipment

   1,104  

Goodwill

   2,964  

Identifiable intangible assets

   920  

Other non-current assets

   289  

Current liabilities(2)

   (1,644

Long-term liabilities

   (644
  

 

 

 

Total purchase price

  $   4,894  
  

 

 

 

(1)

Primarily accounts receivable and cash.

(2)

Primarily accounts payable and other accrued expenses.

As a result of this acquisition, we recognized a preliminary value of $3.0 billion of goodwill, which is primarily attributable to the TNT Express workforce and the expected benefits from synergies of the combination with existing businesses and growth opportunities. The majority of the purchase price allocated to goodwill is not deductible for income tax purposes.

The purchase price was preliminarily allocated to the identifiable intangible assets acquired as follows (in millions):

Intangible assets with finite lives

  

Customer relationships (15-year useful life)

  $685  

Technology (4-year useful life)

   90  

Trademarks (4-year useful life)

   145  
  

 

 

 

Total intangible assets

  $   920  
  

 

 

 

See Note 4 for further discussion of our intangible assets.

The following unaudited pro forma consolidated financial information presents the combined operations of FedEx and TNT Express by completingas if the following business acquisitions:acquisition had occurred at the beginning of 2015 (dollars in millions, except per share amounts):

 

   (Unaudited) 
   2016   2015 

Consolidated revenues

  $  57,899    $  55,862  

Consolidated net income

   1,566     595  
  

 

 

   

 

 

 

Diluted earnings per share

  $5.60    $2.07  
  

 

 

   

 

 

 

Rapidão Cometa Logística e Transporte S.A.

- 105 -


The accounting literature establishes guidelines regarding the presentation of this unaudited pro forma information. Therefore, this unaudited pro forma information is not intended to represent, nor do we believe it is indicative of, the consolidated results of operations of FedEx that would have been reported had the acquisition been completed as of the beginning of 2015. Furthermore, this unaudited pro forma information does not give effect to the anticipated business and tax synergies of the acquisition and is not representative or indicative of the anticipated future consolidated results of operations of FedEx.

The unaudited pro forma consolidated financial information reflects our historical financial information and the historical results of TNT Express, after conversion of TNT Express’s accounting methods from International Financial Reporting Standards to U.S. generally accepted accounting principles, adjusted to reflect the acquisition had it been completed as of the beginning of 2015. The most significant pro forma adjustments to the historical results of operations relate to the application of purchase accounting and the financing for the acquisition. The unaudited pro forma financial information includes various assumptions, including those related to the preliminary purchase price allocation that may be impacted upon the finalization of the purchase price allocation. The tax impact of these adjustments was calculated based on TNT Express’s statutory rate.

Included in the unaudited pro forma net income (net of tax) are nonrecurring acquisition-related costs incurred by TNT Express associated with the sale of TNT Express’s airline operations, a condition precedent to the acquisition, and transaction and integration planning expenses of $115 million in 2016. In addition, the TNT Express results include expenses for restructuring, impairments, litigation matters and pension adjustments of approximately $40 million in 2016 and $320 million in 2015.

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, we acquired Bongo International, LLC, now FedEx CrossBorder, LLC (“FedEx CrossBorder”), 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 acquisitionacquisition.

In 2014, we expanded the international service offerings of FedEx Express by acquiring businesses operated by our previous service provider, Supaswift (Pty) Ltd. (“Supaswift”), in seven countries in Southern Africa, for $36 million in cash from operations. The financial results of these businesses are included in the FedEx Express segment from their respective date of acquisition.

The financial results of the GENCO, FedEx CrossBorder and Supaswift businesses were not material, individually or in the aggregate, to our results of operations and therefore, pro forma financial information has not been presented.

The estimated fair values of the assets and liabilities related to these acquisitions have been recorded in the FedEx Express segment and are included in the accompanying consolidated balance sheet based on an allocation of the purchase prices (summarized in the table below in millions).

Current assets

  $145 

Property and equipment

   91 

Goodwill

   351 

Intangible assets

   60 

Other non-current assets

   70 

Current liabilities

   (174

Long-term liabilities

   (36
  

 

 

 

Total purchase price

  $507 
  

 

 

 

The goodwill of $351 million is primarily attributable to expected benefits from synergies of the combinations with the existing FedEx Express business and other acquired entities. The portion 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 average estimated useful lives of nine years, with the majority of the amortization recognized during the first five years.

 

- 97106 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

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 the date of acquisition and 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.

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 

Goodwill at May 31, 2011

 $        1,272  $        90  $        735  $        1,539  $            3,636 

Accumulated impairment charges

         (133  (1,177  (1,310
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of May 31, 2011

  1,272   90   602   362   2,326 

Goodwill acquired(1)

  104               104 

Purchase adjustments and other(2)

  (32          (11  (43
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of May 31, 2012

  1,344   90   602   351   2,387 

Goodwill acquired(3)

  351               351 

Purchase adjustments and other(2)

  20           (3  17 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of May 31, 2013

 $1,715  $90  $602  $348  $2,755 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Accumulated goodwill impairment charges as of May 31, 2013

 $   $   $(133 $(1,177 $(1,310
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   FedEx Express
Segment
  TNT Express
Segment
   FedEx Ground
Segment
   FedEx Freight
Segment
  FedEx Services
Segment
  Total 

Goodwill at May 31, 2014

  $        1,750   $    $        90    $        735   $        1,525   $          4,100  

Accumulated impairment charges

                 (133  (1,177  (1,310
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

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)

   (113                    (113
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Balance as of May 31, 2015

   1,677         1,145     640    348    3,810  

Goodwill acquired(1)

               2,964                  2,964  

Purchase adjustments and other(2)

   (88       66     (5      (27
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Balance as of May 31, 2016

  $1,589   $2,964    $1,211    $635   $348   $6,747  
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Accumulated goodwill impairmentcharges as of May 31, 2016

  $   $    $    $(133 $(1,177 $(1,310
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

 

(1)

Goodwill acquired in 2012 relates to the acquisition of transportation companies in Southern Africa in 2014, the Mexican domestic express package delivery company, Multipack.acquisition of e-commerce and supply chain solutions companies in 2015, and the acquisition of TNT Express in 2016. See Note 3 for related disclosures.

 

(2)

Primarily currency translation adjustments.

(3)

Goodwilladjustments, acquired in 2013 relatesgoodwill related to theimmaterial acquisitions, of transportation companies in Poland, France and Brazil. See Note 3 forpurchase related disclosures.adjustments.

Our reporting units with significant recorded goodwill include our FedEx Express, TNT 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 2013.2016 and 2015. The estimated fair value of each of these reporting units exceeded their carrying values in 20132016 and 2012,2015, and we do not believe that any of these reporting units were at riskimpaired as of May 31, 2013.the balance sheet dates. The goodwill for our TNT Express reporting unit will be tested beginning in 2017.

Given the timing and complexity of the TNT Express acquisition, the full amount of acquired goodwill has been presented in the TNT Express segment for 2016 as we continue to evaluate benefits from synergies with our FedEx Express segment. Therefore, attribution of this goodwill could change in future periods.

- 107 -


OTHER INTANGIBLE ASSETS.The net book valuesummary of our other intangible assets was $72 millionand related accumulated amortization at May 31, 20132016 and $34 million at May 31, 2012. 2015 is as follows (in millions):

   2016   2015 
   Gross
Carrying
Amount
   Accumulated
Amortization
  Net Book
Value
   Gross
Carrying
Amount
   Accumulated
Amortization
  Net Book
Value
 

Customer relationships

  $912    $  (156 $  756    $  338    $  (151 $  187  

Technology

   123     (16  107     34     (14  20  

Trademarks and other

   202     (57  145     60     (60    
  

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Total

  $  1,237    $(229 $1,008    $432    $(225 $207  
  

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Amortization expense for intangible assets was $27$14 million in 2013, $182016, $21 million in 20122015 and $32$23 million in 2011. Estimated2014.

Expected amortization expense for the next five years is expected to be immaterial in 2014 and beyond.as follows (in millions):

 

2017

  $  130  

2018

   116  

2019

   115  

2020

   112  

2021

   54  

- 98 -Given the timing and complexity of the TNT Express acquisition, the amount and timing of expected amortization expense may change once the purchase price allocation is complete.


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   2016   2015 

Accrued Salaries and Employee Benefits

        

Salaries

  $489   $  280   $478    $345  

Employee benefits, including variable compensation

   615    803    804     507  

Compensated absences

   584    552    690     584  
  

 

   

 

   

 

   

 

 
  $1,688   $1,635   $1,972    $1,436  
  

 

   

 

   

 

   

 

 

Accrued Expenses

        

Self-insurance accruals

  $796   $678   $837    $865  

Taxes other than income taxes

   368    386    311     328  

Other

   768    645    1,915     1,242  
  

 

   

 

   

 

   

 

 
  $  1,932   $  1,709   $    3,063    $    2,435  
  

 

   

 

   

 

   

 

 

- 108 -


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, 2013,2016, are as follows (in millions):

 

         May 31, 
         2013   2012 

Senior unsecured debt:

      
    Interest Rate %  Maturity           

9.65        

  2013    $   $300 

7.38        

  2014     250    250 

8.00        

  2019     750    750 

2.625        

  2023     499     

2.70        

  2023     249     

3.875        

  2043     493     

4.10        

  2043     499     

7.60        

  2098     239    239 
      

 

 

   

 

 

 

    Total senior unsecured debt

   2,979    1,539 

Capital lease obligations

     11    128 
      

 

 

   

 

 

 
       2,990    1,667 

Less current portion

     251    417 
      

 

 

   

 

 

 
      $  2,739   $  1,250 
      

 

 

   

 

 

 
            May 31, 
            2016   2015 
    

Interest Rate%

  

Maturity

           

Senior unsecured debt:

  8.00  2019    $750    $750  
  2.30  2020     399     399  
  2.625-2.70  2023     749     749  
  4.00  2024     749     749  
  3.20  2025     699     699  
  3.25  2026     749       
  4.90  2034     499     499  
  3.90  2035     498     498  
  3.875-4.10  2043     992     992  
  5.10  2044     749     749  
  4.10  2045     646     646  
  4.55-4.75  2046     2,483       
  4.50  2065     248     248  
  7.60  2098     240     239  

Euro senior unsecured debt:

  floating rate  2019     559       
  0.50  2020     558       
  1.00  2023     836       
  1.625  2027     1,389       
        

 

 

   

 

 

 

Total senior unsecured debt

         13,792     7,217  

Other debt

         12       

Capital lease obligations

         63     51  
        

 

 

   

 

 

 
         13,867     7,268  
        

 

 

   

 

 

 

Less current portion

         29     19  
        

 

 

   

 

 

 
        $    13,838    $      7,249  
        

 

 

   

 

 

 

Interest on our U.S. dollar fixed-rate notes is paid semi-annually. Interest on our Euro fixed-rate notes is paid annually. Our floating-rate Euro senior notes bear interest at three-month EURIBOR plus a spread of 55 basis points, and resets quarterly. Long-term debt, exclusive of capital leases, had estimated fair values of $3.2$14.3 billion at May 31, 20132016 and $2.0$7.4 billion at May 31, 2012.2015. 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.

- 99 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

InOn April 2013,11, 2016, we issued $750 million€3 billion of senior unsecured debt under our current shelf registration statement, comprised of $250€500 million of 2.70%senior unsecured floating rate notes due in April 2019 with interest payments quarterly, €500 million of senior unsecured 0.5% fixed-rate notes due in April 2023 and $5002020, €750 million of 4.10%senior unsecured 1.00% fixed-rate notes due in April 2043.January 2023, and €1.25 billion of senior unsecured 1.625% fixed-rate notes due in January 2027. Interest on the fixed-rate notes is paid annually. We utilized the net proceeds for working capital and general corporate purposes. In July 2012,purposes, including our acquisition of TNT Express.

- 109 -


On March 24, 2016, we issued $1$2 billion of senior unsecured debt under a thenour current shelf registration statement, comprised of $500$750 million of 2.625%senior unsecured 3.25% fixed-rate notes due in August 2022April 2026 and $500 million$1.25 billion of 3.875%senior unsecured 4.55% fixed-rate notes due in August 2042.April 2046. Interest on the notes is paid semiannually. We utilized the net proceeds for working capital and general corporate purposes.purposes, including the redemption and the prepayment and defeasance of the underlying debt of certain leveraged operating leases and share repurchases.

During 2013,On October 23, 2015, we made principal paymentsissued under our current shelf registration statement $1.25 billion of $116 million related tosenior unsecured 4.75% fixed-rate notes due in November 2045. Interest on the notes is paid semiannually. We utilized the net proceeds for working capital lease obligations and repaidgeneral corporate purposes, including share repurchases.

On November 13, 2015, we replaced our $300 million 9.65% unsecured notes that matured in June 2012 using cash from operations.

A $1revolving and letter of credit facilities with a new, single five-year $1.75 billion revolving credit facility that expires in November 2020. The facility, which includes a $500 million letter of credit sublimit, 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 our credit agreement to, among other things, extend its maturity date from April 26, 2016 to March 1, 2018.needs. The agreement contains a financial covenant, which requires us to maintain a leverage ratio of debt to consolidated earnings (excluding non-cash pension mark-to-market adjustments and non-cash asset impairment charges) before interest, taxes, depreciation and amortization (“adjusted debt (long-term debt, includingEBITDA”) of not more than 3.5 to 1.0, calculated as of the current portionend of such debt, plus six times our lastthe applicable quarter on a rolling four fiscal quarters’ rentals and landing fees) to capital (adjusted debt plus total common stockholders’ investment) that does not exceed 70%. Our leveragequarters basis. The ratio of adjustedour debt to capitaladjusted EBITDA was 51%1.9 to 1.0 at May 31, 2013.2016. We believe the leverage ratiothis 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 ratiofinancial 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, 2013,2016, 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. Weoutstanding. However, we had a total of $538$318 million in letters of credit outstanding at May 31, 2013,2016, with $128$182 million of the letter of credit sublimit unused under our primary $500 million letter ofrevolving credit facility, and $539 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.facility.

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, 20132016 and 10% of our total aircraft fleet under capital and operating leases as of May 31, 2012.2015. 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   2016   2015   2014 

Minimum rentals

  $  2,061   $  2,018   $  2,025   $2,394    $2,249    $2,154  

Contingent rentals(1)

   192    210    193    214     194     197  
  

 

   

 

   

 

   

 

   

 

   

 

 
  $  2,253   $  2,228   $  2,218   $  2,608    $  2,443    $  2,351  
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(1)

Contingent rentals are based on equipment usage.

 

- 100110 -


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, 20132016 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 

2017

   391    1,298    1,689   $454    $2,021    $2,475  

2018

   326    904    1,230    383     1,860     2,243  

2019

   321     1,632     1,953  

2020

   240     1,428     1,668  

2021

   182     1,269     1,451  

Thereafter

   824    5,826    6,650    352     7,671     8,023  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $2,904   $12,071   $14,975   $1,932    $15,881    $17,813  
  

 

   

 

   

 

   

 

   

 

   

 

 

Property and equipment recorded under capital leases and future minimum lease payments under capital leases were immaterial at May 31, 2013.2016 and 2015. The weighted-average remaining lease term of all operating leases outstanding at May 31, 20132016 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, 2013,2016, none of these shares had been issued.

 

- 101111 -


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 ourthe consolidated 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
 

 

 

  

 

 

  

 

 

 
   2016  2015  2014 

Foreign currency translation gain (loss):

    

Balance at beginning of period

  $(253 $81   $106  

Translation adjustments

   (261  (334  (25
  

 

 

  

 

 

  

 

 

 

Balance at end of period

   (514  (253  81  
  

 

 

  

 

 

  

 

 

 

Retirement plans adjustments:

    

Balance at beginning of period

   425    425    501  

Prior service credit and other arising during period

   (4  72    1  

Reclassifications from AOCI

   (76  (72  (77
  

 

 

  

 

 

  

 

 

 

Balance at end of period

     345      425      425  
  

 

 

  

 

 

  

 

 

 

Accumulated other comprehensive (loss) income at end of period

  $(169 $172   $506  
  

 

 

  

 

 

  

 

 

 

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

   2016  2015  2014   

Amortization of retirement plans prior service credits, before tax

  $121   $115   $115   Salaries and employee benefits

Income tax benefit

   (45  (43  (38 Provision for income taxes
  

 

 

  

 

 

  

 

 

  

AOCI reclassifications, net of tax

  $76   $72   $77   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 
   2016   2015   2014 

Stock-based compensation expense

  $                144    $                133    $                117  

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.Directors (or our Board of Directors with respect to grants to non-employee directors). Option-vesting periods range from one to four years, with 83%82% 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.

- 112 -


RESTRICTED 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 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. FollowingThe 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   2016 2015 2014 

Weighted-average Black-Scholes value

  $29.20  $29.92  $28.12   $52.40   $53.33   $35.79  

Intrinsic value of options exercised

  $107  $67  $80   $115   $253   $347  

Black-Scholes Assumptions:

        

Expected lives

   6.1 years    6.0 years    5.9 years     6.4 years    6.3 years    6.2 years  

Expected volatility

   35  34  34   28  34  35

Risk-free interest rate

   0.94  1.79  2.36   1.94  2.02  1.47

Dividend yield

   0.609  0.563  0.558   0.519  0.448  0.561

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.

- 113 -


The following table summarizes information about stock option activity for the year ended May 31, 2013:2016:

 

  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, 2015

   14,221,824   $101.54      
  

 

        

 

      

Granted

   2,547,290   88.08        2,229,582    171.41      

Exercised

   (3,979,359  70.41        (1,822,547  100.40      

Forfeited

   (464,035  91.44        (187,428  138.40      
  

 

        

 

      

Outstanding at May 31, 2013

   19,135,434  $87.62    5.5 years    $229 

Outstanding at May 31, 2016

   14,441,431   $111.99     6.0    $795  
  

 

    

 

     

 

    

 

   

Exercisable

   12,447,517  $90.23    4.2 years    $137    8,717,768   $92.93     4.6    $629  
  

 

    

 

     

 

    

 

   

Expected to vest

   6,288,642  $82.77    8.1 years    $87    5,408,862   $141.03     8.1    $156  
  

 

    

 

     

 

    

 

   

Available for future grants

   6,482,410         10,948,196       
  

 

        

 

      

 

(1) 

Only presented for options with market value at May 31, 20132016 in excess of the exercise price of the option.

The options granted during the year ended May 31, 20132016 are primarily related to our principal annual stock option grant in June 2012.

- 103 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2015.

The following table summarizes information about vested and unvested restricted stock for the year ended May 31, 2013:2016:

 

  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, 2015

   439,042   $112.87  
  

 

    

 

  

Granted

   220,391   85.45    139,838    168.83  

Vested

   (253,423  75.46    (185,933  104.42  

Forfeited

   (27,506  80.13    (3,795  158.82  
  

 

    

 

  

Unvested at May 31, 2013

   529,334  $80.86 

Unvested at May 31, 2016

   389,152   $136.57  
  

 

    

 

  

During the year ended May 31, 2012,2015, there were 214,435154,115 shares of restricted stock granted with a weighted-average fair value of $88.95.$148.89. During the year ended May 31, 2011,2014, there were 235,998191,964 shares of restricted stock granted with a weighted-average fair value of $78.74.$100.80.

- 114 -


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)
 

2016

   2,572,129    $98  

2015

   2,611,524     83  

2014

   2,408,179     65  

As of May 31, 2013,2016, there was $133$188 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, 20132016 represented 8%9% of the total outstanding common and equity compensation shares and equity compensation shares available for grant.

- 104 -


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   2016   2015   2014 

Basic earnings per common share:

            

Net earnings allocable to common shares(1)

  $      1,558   $      2,029   $      1,449   $      1,818    $      1,048    $      2,320  

Weighted-average common shares

   315    315    315    276     283     307  
  

 

   

 

   

 

   

 

   

 

   

 

 

Basic earnings per common share

  $4.95   $6.44   $4.61   $6.59    $3.70    $7.56  
  

 

   

 

   

 

   

 

   

 

   

 

 

Diluted earnings per common share:

            

Net earnings allocable to common shares(1)

  $1,558   $2,029   $1,449   $1,818    $1,048    $2,320  
  

 

   

 

   

 

   

 

   

 

   

 

 

Weighted-average common shares

   315    315    315    276     283     307  

Dilutive effect of share-based awards

   2    2    2    3     4     3  
  

 

   

 

   

 

   

 

   

 

   

 

 

Weighted-average diluted shares

   317    317    317    279     287     310  

Diluted earnings per common share

  $4.91   $6.41   $4.57   $6.51    $3.65    $7.48  
  

 

   

 

   

 

   

 

   

 

   

 

 

Anti-dilutive options excluded from diluted earnings per common share

   11.1    12.6    9.3    3.9     2.1     3.3  
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(1) 

Net earnings available to participating securities were immaterial in all periods presented.

- 115 -


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)

     2016      2015      2014   

Current provision

    

Domestic:

    

Federal

  $513   $795   $624  

State and local

   72    102    56  

Foreign

   200    214    194  
  

 

 

  

 

 

  

 

 

 
   785    1,111    874  
  

 

 

  

 

 

  

 

 

 

Deferred provision (benefit)

    

Domestic:

    

Federal

   155    (474  360  

State and local

   (18  (47  82  

Foreign

   (2  (13  18  
  

 

 

  

 

 

  

 

 

 
   135    (534  460  
  

 

 

  

 

 

  

 

 

 
  $920   $577   $1,334  
  

 

 

  

 

 

  

 

 

 

Pre-tax (loss) earnings of foreign operations for 2013, 20122016, 2015 and 20112014 were $(55)$905 million, $358$773 million and $472$412 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.

A reconciliation of total income tax expense 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
  

 

 

  

 

 

  

 

 

 
   2016  2015  2014 

Taxes computed at federal statutory rate

  $959   $569   $1,280  

Increases (decreases) in income tax from:

    

State and local income taxes, net of federal benefit

   33    36    90  

Foreign operations

   (50  (43  (38

Internal restructuring

   (76        

TNT Express acquisition costs

   40          

Other, net

   14    15    2  
  

 

 

  

 

 

  

 

 

 
  $920   $577   $1,334  
  

 

 

  

 

 

  

 

 

 

Effective Tax Rate

           33.6          35.5          36.5
  

 

 

  

 

 

  

 

 

 

Our 20122016 tax rate was favorably impacted by the conclusion$76 million from an internal corporate restructuring done in anticipation of the IRS auditintegration of the foreign operations of FedEx Express and TNT Express. As part of this restructuring, our 2007-2009 consolidated incomeCanadian subsidiary made distributions to our U.S. operations which resulted in the recognition of U.S. foreign tax returns.credits in excess of the U.S. taxes incurred from the distributions. This favorable impact was partially offset by a $40 million tax expense attributable to non-deductible expenses incurred as part of the TNT Express acquisition.

- 116 -


The significant components of deferred tax assets and liabilities as of May 31 were as follows (in millions):

 

  2013   2012   2016   2015 
  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   $129   $4,767    $93   $3,872  

Employee benefits

   1,771   11    2,300   11    2,453         2,029    13  

Self-insurance accruals

   533       495       681         607      

Other

   251   238    338   271    528    343     477    414  

Net operating loss/credit carryforwards

   298       179       925         326      

Valuation allowances

   (204      (145      (738       (224    
  

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

 
  $2,806  $3,925   $3,415  $3,718   $3,978   $5,110    $3,308   $4,299  
  

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

 

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
  

 

 

  

 

 

 
     2016         2015   

Noncurrent deferred tax assets(1)

  $435      $219  

Noncurrent deferred tax liabilities

   (1,567     (1,210
  

 

 

     

 

 

 
  $  (1,132    $     (991
  

 

 

     

 

 

 

(1)

Noncurrent deferred tax assets are included in the line item “Other Assets” in our consolidated balance sheets.

The table above has been revised to reflect the new accounting standard discussed in Note 2 which requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet.

We have $940 millionapproximately $3.0 billion of net operating loss carryovers in various foreign jurisdictions and $500$581 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 2014.2017. The change in the valuation allowance is primarily due to the increase in net operating losses as a result of the acquisition of TNT Express. 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 more likely than not that deferred income tax assets will not be realized. 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 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$1.6 billion at the end of 20132016 and $1$1.9 billion at the end of 2012.2015. Our permanently reinvested earnings were reduced in 2016 due to an internal corporate restructuring done to facilitate the integration of FedEx Express and TNT Express. We have not recognized deferred taxes for U.S. federal income tax purposes on those earnings. In 2013,2016, 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

- 117 -


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$522 million at the end of 20132016 and $410$478 million at the end of 2012.2015.

In 2013, more than 85%2016, approximately 80% of our total enterprise-wide income was earned in U.S. companies of FedEx that are taxable in the United States. 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 are currently under examination byDuring 2016, the IRS forInternal Revenue Service completed the 2010audit of our 2012 and 20112013 tax years.returns without any significant adjustments. 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       2016     2015     2014   

Balance at beginning of year

  $51  $69  $82   $36   $38   $47  

Increases for tax positions taken in the current year

   1   2   2    3    1    1  

Increases for tax positions taken in prior years

   3   4   6    3    6    3  

Increase for business acquisition

   25          

Decreases for tax positions taken in prior years

   (3  (35  (10   (5  (2  (3

Settlements

   (9  (3  (11   (4  (2  (6

Increases due to acquisitions

   4   15    

Decrease from lapse of statute of limitations

   (2      

Decreases from lapse of statute of limitations

   (7      (3

Changes due to currency translation

   2   (1      (2  (5  (1
  

 

  

 

  

 

   

 

  

 

  

 

 

Balance at end of year

  $47  $51  $69   $49   $36   $38  
  

 

  

 

  

 

   

 

  

 

  

 

 

Our liabilities recorded for uncertain tax positions include $42$45 million at May 31, 20132016 and $47$31 million at May 31, 20122015 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$11 million on both May 31, 20132016 and $19 million on May 31, 2012.2015. Total interest and penalties included in our consolidated statements of income are immaterial.

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.

 

- 107118 -


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 our U.S. Pension Plans.

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. During 2015, we adopted mark-to-market accounting for the recognition of our actuarial gains and losses related to our defined benefit pension and postretirement healthcare plans as described in Note 1. 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 (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 
  

 

 

   

 

 

   

 

 

 
     2016       2015      2014   

Defined benefit pension plans

  $214    $(41 $99  

Defined contribution plans

   416     385    363  

Postretirement healthcare plans

   82     81    78  

Retirement plans mark-to-market adjustment

   1,498     2,190    15  
  

 

 

   

 

 

  

 

 

 
  $2,210    $2,615   $555  
  

 

 

   

 

 

  

 

 

 

Total retirementThe components of the pre-tax mark-to-market losses are as follows (in millions):

     2016      2015      2014   

Actual versus expected return on assets

  $1,285   $(35 $  (1,013

Discount rate changes

   1,129    791    705  

Demographic assumption experience

   (916  1,434    323  
  

 

 

  

 

 

  

 

 

 

Total mark-to-market loss

  $1,498   $2,190   $15  
  

 

 

  

 

 

  

 

 

 

2016

The actual rate of return on our tax-qualified U.S. domestic pension plans costs in 2013 were higher(“U.S. Pension Plans”) assets of 1.2% was lower than 2012 due to the negative impactour expected return of a significantly lower discount rate at our May 31, 2012 measurement date. Total retirement plans cost increased in 20126.50% primarily due to higher expensesa challenging environment for global equities and other risk-seeking asset classes. The weighted average discount rate for all of our 401(k)pension and postretirement healthcare plans declined from 4.38% at May 31, 2015 to 4.04% at May 31, 2016. The demographic assumption experience in 2016 reflects a change in disability rates and an increase in the average retirement age for U.S. pension and other postemployment benefit plans.

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 declined 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 full restorationa favorable investment environment for global equity markets. The weighted average discount rate for all of company matching contributions on January 1, 2011.our pension and postretirement healthcare plans decreased from 4.76% at May 31, 2013 to 4.57% at May 31, 2014.

- 119 -


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. The majority of our international obligations are for defined benefit pension plans in the Netherlands and the United Kingdom. The TNT Express acquisition added a number of defined benefit pension plans, the most significant of which are in the Netherlands, Germany, Italy and Belgium. At May 31, 2016, the total projected benefit obligation for all of these defined benefit plans is $907 million and the total fair value of assets is $761 million. The assets of the largest acquired plan are primarily invested in fixed income managed funds. At May 31, 2016, the weighted average discount rate for all of these defined benefit plans is 2.25% and the expected return on assets used to calculate 2017 expense is 3.29%. Our international pension PBO at May 31, 2016, is approximately 6% of the total pension obligation, and therefore, disaggregated disclosures have not been provided.

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 exceed a corridor amountimmediately recognized and expensed 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.

- 120 -


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 
     2013      2012      2011      2013      2012      2011   

Discount rate used to determine benefit obligation

   4.79  4.44  5.76  4.91  4.55  5.67

Discount rate used to determine net periodic benefit cost

   4.44   5.76   6.37   4.55   5.67   6.11 

Rate of increase in future compensation levels used to determine benefit obligation

   4.54   4.62   4.58          

Rate of increase in future compensation levels used to determine net periodic benefit cost

   4.62   4.58   4.63          

Expected long-term rate of return on assets

   8.00   8.00   8.00          
   Pension Plans  Postretirement Healthcare Plans 
     2016      2015      2014      2016      2015      2014   

Discount rate used to determine benefit obligation

   4.13  4.42  4.60  4.41  4.60  4.70

Discount rate used to determine net periodic benefit cost

   4.42    4.60    4.79    4.60    4.70    4.91  

Rate of increase in future compensation levelsused to determine benefit obligation

   4.46    4.62    4.56              

Rate of increase in future compensation levelsused to determine net periodic benefit cost

   4.62    4.56    4.54              

Expected long-term rate of return on assets -Consolidated

   6.50    7.75    7.75              

Expected long-term rate of return on assets - SegmentReporting

   6.50    6.50    6.50              

The estimatedexpected average rate of return on plan assets is a long-term, forward-looking 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 tradable securities, and is a forward-looking assumption that materially affects our pension cost. 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 follow a liability-driven investment strategy to better align plan assets with liabilities.

Establishing the expected future rate of investment return on our pension assets is a judgmental matter. Wematter, which 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.

OurFor consolidated pension expense, we assumed a 6.5% expected long-term rate of return on planour U.S. Pension Plan assets was 8% for 2013, 2012in 2016 and 2011. Our actual return7.75% in each of the past three years exceeded that amount for2015 and 2014. We lowered our principal U.S. domestic pension plan. For the 15-year period ended May 31, 2013, 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%in 2016 as we continuecontinued 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 liabilityliabilities. Our actual return in 2016 was less than the expected return. Our actual returns in 2015 and the relatively low annual draw2014, however, exceeded those long-term assumptions. Our actual return on plan assets has contracted from 2015 due to lower than expected returns on that investment strategy.

Pension expense is also affected bypublic equities. 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, 2016, our actual returns on plan assets significantly exceeded our assumptions.

- 109 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

were 6.9%.

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 holdingasset 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

- 121 -


The 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. TheThese Level 2 investments include commingledshort-term investment funds valued usingwhich are collective funds priced at a constant value by the net asset value.administrator of the funds.

 

  

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. TheThese 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. Investments are valued based upon recommendations of our investment managers incorporating factors such as contributions and distributions, market transactions, market comparables and performance multiples.include mutual funds.

 

  

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.

 

Alternative Investments. 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. Investments in private equity, debt, real estate and other private investments are valued at estimated fair value based on quarterly financial information received from the investment advisor and/or general partner. These estimates incorporate factors such as contributions and distributions, market transactions, market comparables and performance multiples.

In accordance with recently updated accounting standards, certain investments in 2016 and 2015 that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified as Level 1, 2 or 3 in the below fair value hierarchy but are included in the total. As a result, a reclassification has been made to the prior year’s plan asset classification table to conform to the current year’s presentation, which also resulted in the removal of the prior year Level 3 asset roll-forward. See Note 2 for additional information.

- 110122 -


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 plansU.S. 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   2016 

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     $568    2  0 - 5 $76   $492   

Equities

    35 - 55         35 - 55     

U.S. large cap equity

   5,264   28    37   5,227   

U.S. large cap equity(1)

   3,257    14     750    

International equities(1)

   3,381    15     2,685    121   

Global equities(1)

   2,794    12      

U.S. SMID cap equity

   1,741   9    1,741       913    4     913    

International equities

   2,271   12    1,904   367   

Private equities

   332   2      $332 

Fixed income securities

    45 - 65         45 - 65     

Corporate

   4,972   26     4,972      6,608    29      6,608   

Government

   3,888   20     3,888      5,148    22      5,148   

Mortgage backed and other

   200   1     200   

Mortgage backed and other(1)

   347    2      146   

Alternative investments(1)

   322    1    0 - 5      48  

Other

   (77      (83  6      (321  (1   (305  (16 
  

 

  

 

   

 

  

 

   

 

   

 

  

 

   

 

  

 

  

 

 
  $19,047   100  $3,614  $15,101   $332   $23,017    100  $4,119   $12,499   $48  
  

 

  

 

   

 

  

 

   

 

   

 

  

 

   

 

  

 

  

 

 
  2012 

Asset Class

  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   

Equities

    45 - 55    

U.S. large cap equity

   4,248   25    9   4,239   

U.S. SMID cap equity

   1,368   8    1,368    

International equities

   1,657   10    1,395   262   

Private equities

   402   2      $402 

Fixed income securities

    45 - 55    

Corporate

   4,565   27     4,565   

Government

   4,175   24     4,175   

Mortgage backed and other

   59        59   

Other

   (79      (85  6   
  

 

  

 

   

 

  

 

   

 

 
  $17,013   100  $2,695  $13,916   $402 
  

 

  

 

   

 

  

 

   

 

 

(1)

Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy but are included in the total.

   2015 

Asset Class

  Fair Value  Actual %  Target
Range %
  Quoted Prices in
Active Markets
Level 1
  Other Observable
Inputs

Level 2
 

Cash and cash equivalents

  $738    3  0 - 5 $36   $702  

Equities

     35 - 55    

U.S. large cap equity(1)

   4,291    19     302   

International equities(1)

   3,064    14     2,429    1  

Global equities(1)

   2,579    11     

U.S. SMID cap equity

   979    4     979   

Fixed income securities

     45 - 65    

Corporate

   6,455    28      6,455  

Government

   4,645    20      4,645  

Mortgage backed and other(1)

   213    1      153  

Alternative investments(1)

   226    1    0 - 5    

Other

   (184  (1   (181  (3
  

 

 

  

 

 

   

 

 

  

 

 

 
  $23,006    100  $3,565   $11,953  
  

 

 

  

 

 

   

 

 

  

 

 

 

(1)

Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy but are included in the total.

- 123 -


The change in fair value of Level 3 assets that use significant unobservable inputs is shown in the table below (in millions):

 

   2013  2012 

Balance at beginning of year

  $402  $403 

Actual return on plan assets:

   

Assets held during current year

   (29  3 

Assets sold during the year

   55   38 

Purchases, sales and settlements

   (96  (42
  

 

 

  

 

 

 

Balance at end of the year

  $  332  $  402 
  

 

 

  

 

 

 
2016

Balance at beginning of year(1)

$

Actual return on plan assets:

Assets held during current year

2

Assets sold during the year

Purchases, sales and settlements

46

Balance at end of year

$        48

(1)

Investments classified in prior years as Level 3 that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have been removed from the fair value hierarchy in accordance with retrospective adoption of recently updated accounting standards. See Note 2 for additional information.

 

- 111124 -


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, 20132016 and a statement of the funded status as of May 31, 20132016 and 20122015 (in millions):

 

                                                                                            
 Pension Plans Postretirement Healthcare
Plans
  Pension Plans       Postretirement Healthcare      
Plans
 
 2013 2012 2013 2012         2016               2015        2016 2015 

Accumulated Benefit Obligation (“ABO”)

 $21,958  $21,556    $28,845   $26,793    
 

 

  

 

    

 

  

 

   

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  $27,512   $24,578   $929   $883  

Service cost

  692   593   42   35   662    653    40    40  

Interest cost

  968   976   36   36   1,180    1,096    42    41  

Actuarial loss (gain)

  (652  3,789   (17  98 

Actuarial loss

  277    2,231    (64  6  

Benefits paid

  (589  (502  (54  (51  (912  (815  (78  (73

Business acquisition

  907    —      —      —    

Other

  (6  (41  31   24   (24  (231  36    32  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

PBO/APBO at the end of year

 $22,600  $22,187  $828  $790  $29,602   $27,512   $905   $929  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Change in Plan Assets

        

Fair value of plan assets at the beginning of year

 $17,334  $15,841  $  $  $23,505   $21,907   $—     $—    

Actual return on plan assets

  2,081   1,235         223    1,718    —      —    

Company contributions

  615   780   27   27   726    746    42    37  

Benefits paid

  (589  (502  (54  (51  (912  (815  (78  (73

Business acquisition

  761    —      —      —    

Other

  (8  (20  27   24   (32  (51  36    36  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Fair value of plan assets at the end of year

 $19,433  $17,334  $  $  $24,271   $23,505   $—     $—    
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Funded Status of the Plans

 $(3,167 $(4,853 $(828 $(790 $(5,331 $(4,007 $(905 $(929
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Amount Recognized in the Balance Sheet at May 31:

        

Noncurrent asset

 $53   $26   $—     $—    

Current pension, postretirement healthcare and other benefit obligations

 $(48 $(35 $(39 $(33  (31  (34  (40  (42

Noncurrent pension, postretirement healthcare and other benefit obligations

  (3,119  (4,818  (789  (757  (5,353  (3,999  (865  (887
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net amount recognized

 $(3,167 $(4,853 $(828 $(790 $(5,331 $(4,007 $(905 $(929
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

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 
 

 

  

 

  

 

  

 

 

Total

 $6,212  $7,969  $(2 $15 
 

 

  

 

  

 

  

 

 

Prior service credit and other

 $(546 $(668 $   $  

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 $(121 $   $  
 

 

  

 

  

 

  

 

 

Total

 $264  $402  $  $ 
 

 

  

 

  

 

  

 

 

 

- 112125 -


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

      

2016

      

Qualified

  $  21,532   $19,047   $(2,485  $  27,543    $23,017    $(4,526

Nonqualified

   322        (322   261          (261

International Plans

   746    386    (360   1,798     1,254     (544
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $  22,600   $19,433   $(3,167  $29,602    $24,271    $(5,331
  

 

   

 

   

 

   

 

   

 

   

 

 

2012

      

2015

      

Qualified

  $  21,192   $17,013   $(4,179  $26,365    $23,006    $(3,359

Nonqualified

   355        (355   271          (271

International Plans

   640    321    (319   876     499     (377
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $  22,187   $17,334   $(4,853  $27,512    $23,505    $(4,007
  

 

   

 

   

 

   

 

   

 

   

 

 

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               2016             2015       

Pension Benefits

      

Fair value of plan assets

  $19,433  $17,334   $23,867   $23,099  

PBO

   (22,600  (22,187   (29,251  (27,132
  

 

  

 

   

 

  

 

 

Net funded status

  $(3,167 $(4,853  $(5,384 $(4,033
  

 

  

 

   

 

  

 

 
  ABO Exceeds the Fair Value
of Plan Assets
   ABO Exceeds the Fair Value
of Plan Assets
 
        2013             2012               2016             2015       

Pension Benefits

      

ABO(1)

  $(21,930 $(21,555  $(28,493 $(26,413

Fair value of plan assets

   19,404   17,333    23,865    23,099  

PBO

   (22,570  (22,185   (29,249  (27,132
  

 

  

 

   

 

  

 

 

Net funded status

  $(3,166 $(4,852  $(5,384 $(4,033
  

 

  

 

   

 

  

 

 

 

(1) 

ABO not used in determination of funded status.

 

- 113126 -


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       
        2016               2015       

Required

  $560  $496   $8    $388  

Voluntary

      226    652     272  
  

 

  

 

   

 

   

 

 
  $560  $722   $660    $660  
  

 

  

 

   

 

   

 

 

For 2014,2017, we anticipate making required contributions to our U.S. Pension Plans totaling approximately $650 million.$1.0 billion (approximately $615 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        
       2016          2015          2014      2016  2015   2014 

Service cost

  $662   $653   $657   $40   $40    $38  

Interest cost

   1,180    1,096    1,055    42    41     40  

Expected return on plan assets

   (1,508  (1,678  (1,495             

Amortization of prior service credit

   (121  (115  (115             

Actuarial losses (gains) and other

   1,562    2,190    7    (64  6     5  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net periodic benefit cost

  $1,775   $2,146   $109   $18   $87    $83  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Amounts recognized in OCIother comprehensive income (“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)

   2016   2015 
   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 $  

Amortizations:

             

Prior services credit

   121     76               115    72          
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Total recognized in OCI

  $121    $76    $    $    $2   $   $(1 $  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

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
 

2014

  $821  $39 

2015

   956   42 

2016

   896   44 

2017

   961   45 

2018

   1,049   47 

2019-2023

   6,974   274 
   Pension Plans   Postretirement
Healthcare Plans
 

2017

  $982    $40  

2018

   1,010     41  

2019

   1,091     43  

2020

   1,201     42  

2021

   1,287     43  

2022-2026

   8,424     240  

- 127 -


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%8.3% during 2014,2017, decreasing to an annual growth rate of 4.5%4.50% in 2029 and thereafter. Future dental benefit costs are estimated to increase at an annual rate of 6.9% during 2014, decreasing to an annual growth rate of 4.5% in 20292037 and thereafter. A 1% change in these annual trend rates would not have a significant impact on the APBO at May 31, 20132016 or 20132016 benefit expense because the level of these benefits is capped.

NOTE 14: BUSINESS SEGMENT INFORMATION

FedEx Express, TNT 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 Group:

 

FedEx Express Segment

  FedEx Express (express transportation)
  

FedEx Trade Networks (air and ocean freight forwarding, customs brokerage and customs brokerage)cross-border enablement technology and solutions)

  FedEx SupplyChain Systems (logistics services)

FedEx GroundTNT Express Segment

  

TNT Express (international express transportation, small-package ground delivery and freight transportation)

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, customer service, technical support, billing and collection services 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 back-office support to our other companies; FedEx TechConnect, which is responsible for customer service, technical support, billingsbilling and collectionscollection services for U.S. customers of our major business units;units and certain back-office support to our other companies; 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

- 128 -


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. Our allocation methodologies are refined periodically, as necessary, to reflect changes in our businesses.

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.

Corporate and other includes corporate headquarters costs for executive officers and certain legal and financial functions, as well as certain other costs and credits not attributed to our core business. These costs are not allocated to the business segments. In 2016, these costs include our annual mark-to-market benefit plans adjustment, transaction and integration planning expenses related to our TNT Express acquisition, provisions for the settlement of and expected losses related to independent contractor litigation matters at FedEx Ground and the settlement of a U.S. Customs and Border Protection (“CBP”) notice of action (both legal matters are net of recognized immaterial insurance recovery).

 

- 116129 -


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  
   FedEx
Freight
  Segment  
   FedEx
Services
  Segment  
   Eliminations,
corporate
and other
(2)(3)
  Consolidated
Total
 

Revenues

           

2016

   $  26,451     $  16,574     $  6,200     $  1,593     $     (453  $  50,365  

2015

   27,239     12,984     6,191     1,545     (506  47,453  

2014

   27,121     11,617     5,757     1,536     (464  45,567  

Depreciation and amortization

           

2016

   $    1,385     $       608     $     248     $     384     $          6    $    2,631  

2015

   1,460     530     230     390     1    2,611  

2014

   1,488     468     231     399     1    2,587  

Operating income

           

2016

   $    2,519     $    2,276     $     426     $       —     $  (2,144  $    3,077  

2015

   1,584     2,172     484          (2,373  1,867  

2014

   1,428     2,021     351          15    3,815  

Segment assets(4)

           

2016

   $  21,207     $  13,098     $  3,749     $  5,390     $   2,620    $  46,064  

2015

   20,382     11,691     3,471     5,356     (4,369  36,531  

2014

   19,901     8,466     3,216     5,186     (3,699  33,070  

 

(1)

FedEx Express segment 20132015 operating expenses include $405income includes $276 million of directimpairment and allocated business realignment costs 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. 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)

Operating income includes a loss of $1.5 billion in 2016, $2.2 billion in 2015 and $15 million in 2014 associated with our mark-to-market pension accounting. Operating income in 2016 includes provisions for the settlement of and expected losses related to independent contractor litigation matters at FedEx Ground segment 2013 operatingfor $256 million and expenses include $105related to the settlement of a CBP notice of action in the amount of $69 million, in each case net of allocated business realignment costs.recognized immaterial insurance recovery. 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.

 

(3)

FedEx Freight segment 2013 operating expenses include $50 million in directIncludes TNT Express’s assets and allocated business realignment costs. FedEx Freight segment 2011 operating expenses include $133 million in costs associated withimmaterial financial results from the combinationtime of our FedEx Freight and FedEx National LTL operations, effective January 30, 2011.acquisition (May 25, 2016).

 

(4)

Segment assets include intercompany receivables.

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
 

2016

  $2,356    $1,597    $433    $432    $    $4,818  

2015

   2,380     1,248     337     381     1     4,347  

2014

   1,994     850     325     363     1     3,533  

 

- 117130 -


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           2016         2015         2014     

REVENUE BY SERVICE TYPE

    

FedEx Express segment:

        

Package:

        

U.S. overnight box

  $6,513  $6,546  $6,128   $6,763   $6,704   $6,555  

U.S. overnight envelope

   1,705   1,747   1,736    1,662    1,629    1,636  

U.S. deferred

   3,020   3,001   2,805    3,379    3,342    3,188  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total U.S. domestic package revenue

   11,238   11,294   10,669    11,804    11,675    11,379  

International priority

   6,586   6,849   6,760    5,697    6,251    6,451  

International economy

   2,046   1,859   1,468    2,282    2,301    2,229  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total international export package revenue

   8,632   8,708   8,228    7,979    8,552    8,680  
  

 

  

 

  

 

 

International domestic(1)

   1,398   853   653    1,285    1,406    1,446  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total package revenue

   21,268   20,855   19,550    21,068    21,633    21,505  

Freight:

        

U.S.

   2,562   2,498   2,188    2,481    2,300    2,355  

International priority

   1,678   1,827   1,722    1,384    1,588    1,594  

International airfreight

   276   307   283    126    180    205  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total freight revenue

   4,516   4,632   4,193    3,991    4,068    4,154  

Other(2)

   1,387   1,028   838    1,392    1,538    1,462  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total FedEx Express segment

   27,171   26,515   24,581    26,451    27,239    27,121  

FedEx Ground segment:

        

FedEx Ground

   9,652   8,791   7,855    15,050    12,568    11,617  

FedEx SmartPost

   926   782   630 

GENCO

   1,524    416      
  

 

  

 

  

 

   

 

  

 

  

 

 

Total FedEx Ground segment

   10,578   9,573   8,485    16,574    12,984    11,617  

FedEx Freight segment

   5,401   5,282   4,911    6,200    6,191    5,757  

FedEx Services segment

   1,580   1,671   1,684    1,593    1,545    1,536  

Other and eliminations(2)(3)

   (443  (361  (357   (453  (506  (464
  

 

  

 

  

 

   

 

  

 

  

 

 
  $44,287  $42,680  $39,304   $50,365   $47,453   $45,567  
  

 

  

 

  

 

   

 

  

 

  

 

 

GEOGRAPHICAL INFORMATION(3)(4)

        

Revenues:

        

U.S.

  $31,550  $29,837  $27,461   $38,070   $34,216   $32,259  

International:

        

FedEx Express segment

   12,357   12,370   11,437    11,672    12,772    12,916  

FedEx Ground segment

   234   216   177    383    311    248  

FedEx Freight segment

   112   101   84    137    142    130  

FedEx Services segment

   34   156   145    10    12    14  

Other(3)

   93          
  

 

  

 

  

 

   

 

  

 

  

 

 

Total international revenue

   12,737   12,843   11,843    12,295    13,237    13,308  
  

 

  

 

  

 

   

 

  

 

  

 

 
  $44,287  $42,680  $39,304   $50,365   $47,453   $45,567  
  

 

  

 

  

 

   

 

  

 

  

 

 

Noncurrent assets:

        

U.S.

  $19,637  $18,874  $17,235   $26,047   $23,582   $20,658  

International

   2,656   1,973   1,865    8,028    2,614    2,729  
  

 

  

 

  

 

   

 

  

 

  

 

 
  $22,293  $20,847  $19,100   $34,075   $26,196   $23,387  
  

 

  

 

  

 

   

 

  

 

  

 

 

 

(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.

 

(3)

Includes TNT Express’s revenue from the time of acquisition (May 25, 2016).

(4)

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.

 

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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   2016 2015 2014 

Cash payments for:

        

Interest (net of capitalized interest)

  $80  $52  $93   $ 321   $201   $131  
  

 

  

 

  

 

 
  

 

  

 

  

 

 

Income taxes

  $687  $403  $493   $ 996   $ 1,122   $ 820  

Income tax refunds received

   (219  (146  (106   (5  (9  (54
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash tax payments, net

  $468  $257  $387   $ 991   $1,113   $766  
  

 

  

 

  

 

   

 

  

 

  

 

 

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 and in connection with business acquisitions, 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 of the TNT Express acquisition, we have assumed a guarantee related to the demerger of TNT Express and PostNL Holding B.V., which occurred in 2011 for pension benefits earned prior to the date of the demerger. The risk of making payments associated with this guarantee is remote. 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 material 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 million in principal of these bonds (with total future principal and interest payments of approximately $708 million as of May 31, 2013) through these leases.

NOTE 17: COMMITMENTS

Annual purchase commitments under various contracts as of May 31, 20132016 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 

2017

   959    101    1,060   $        1,212    $      1,235    $        2,447  

2018

   1,382    44    1,426    1,770     401     2,171  

2019

   1,563     264     1,827  

2020

   1,620     193     1,813  

2021

   1,476     120     1,596  

Thereafter

   4,492    109    4,601    4,240     108     4,348  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $9,995   $1,744   $  11,739   $      11,881    $      2,321    $      14,202  
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(1)

Primarily vehicles, facilities,equipment, advertising contracts and, in 2014,2017, approximately $650$615 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, 2013,2016, our obligation to purchase four Boeing 767-300 Freighter (“B767F”) aircraft and nine B777Fseven Boeing 777 Freighter (“B777F”) aircraft is conditioned upon there being no event that causes FedEx Express or its employees not to be covered by the Railway Labor Act of 1926, as amended. Commitments to purchase aircraft in passenger configuration do not include the attendant costs to modify these aircraft for cargo transport unless we have entered into noncancelable commitments to modify such aircraft. Open purchase orders that are cancelable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above.

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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”)B767F 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.

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During 2013,July 2015, FedEx Express entered into ana supplemental agreement to purchase 1450 additional B757B767F aircraft the delivery of which began in 2013from Boeing. The 50 additional B767F aircraft are expected to be delivered from fiscal 2018 through fiscal 2023 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,enable FedEx Express entered into agreements to purchase ancontinue to improve the efficiency and reliability of its aircraft fleet.

On June 10, 2016, FedEx Express exercised options to acquire six additional 23 B767F aircraft thefor delivery of which will occur between 2014in 2019 and 2019. The delivery of two firm B777F aircraft orders were also deferred from 2015 to 2016.2020.

We had $414$413 million in deposits and progress payments as of May 31, 20132016 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, 2013,2016, 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 

2017

   12          12  

2018

   16     2     18  

2019

   13     2     15  

2020

   12     3     15  

2021

   10     3     13  

Thereafter

   16     6     22  
  

 

 

   

 

 

   

 

 

 

Total

           79             16         95  
  

 

 

   

 

 

   

 

 

 

NOTE 18: CONTINGENCIES

Wage-and-Hour.Wage-and-HourWe are a defendant in a number ofseveral 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 under a contractor model no longer in use should behave been 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 remain stayed pendingwere stayed.

On October 3, 2014, the Kansas Supreme Court determined that a 20 factor right to control test applies to claims under the Kansas Wage Payment Act and concluded that under that test, the class members were employees, not independent contractors. The case was

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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 requested that each of those cases be separately briefed given the potential differences in the applicable state law from that in Kansas. On July 8, 2015, the Seventh Circuit issued an order and opinion confirming the decision of the Kansas Supreme Court.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.

During the second quarter of 2015, we established an accrual for the estimated probable loss in the Kansas case. In the second quarter of 2016 the Kansas case settled, and we increased the accrual to the amount of the settlement. The settlement will require court approval.

- 120 -During the third quarter of 2016, we reached agreements in principle to settle all of the 19 cases on appeal in the multidistrict independent contractor litigation. All of these settlements require court approval. We recognized a liability for the expected loss (net of recognized insurance recovery) related to these cases and certain other pending independent-contractor-related proceedings of $204 million.


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Kansas case was remanded to the multidistrict litigation court, and the other 19 cases remain at the Seventh Circuit; however, approval proceedings will be conducted primarily by the multidistrict litigation court. Plaintiffs filed preliminary approval motions in all 20 cases on June 15 and 29, 2016. The multidistrict litigation court set a fairness hearing for January 23 and 24, 2017.

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. The cases in Arkansas and Florida settled in the second quarter of 2016, and we established an accrual in each of these cases for the amount of the settlement. The settlements are nowsubject to court approval. On January 13, 2016, the court preliminarily approved the settlement of the Florida case and granted final approval at a fairness hearing on appeal withJuly 15, 2016. On January 29, 2016, the plaintiffs filed their motion for preliminary approval of the settlement in the Arkansas case.

Two cases in Oregon and one in California were appealed to the Ninth Circuit Court of Appeals, forwhere the Ninth Circuit. The other five remain pendingcourt 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.

WhileIn June 2015, the grantingparties in the California case reached an agreement to settle the matter for $228 million, and in the fourth quarter of summary judgment2015 we increased the accrual to that amount. The court granted final approval of the settlement on June 15, 2016. However, on June 30, 2016, an objector to the class settlement filed an appeal of the court’s approval of the settlement. We anticipate that the appeal will be argued in favorthe spring of 2017. The settlement is not effective until all appeals have been resolved without affecting the court’s approval of the settlement.

The two cases in Oregon were consolidated with a non-multidistrict litigation independent contractor case in Oregon. The three cases collectively settled in the second quarter of 2016, and we increased the accrual in these cases to the amount of the settlement. The settlement was preliminarily approved on April 20, 2016 and the court set a fairness hearing for October 18, 2016.

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. We do not expect to incur a material loss in these matters; however, it is reasonably possible that potential loss in some of these lawsuits or changes to the independent contractor status of FedEx GroundGround’s owner-operators could be material. In these 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. For a number of reasons, we are not currently able to estimate a range of reasonably possible loss in these cases. The number and identities of plaintiffs in these lawsuits are uncertain, as they are dependent on how the class of 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 in certain of these cases, which could vary considerably from plaintiff to plaintiff and be dependent on evidence pertaining to individual plaintiffs, which has

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yet to be produced in the cases. Further, the range of potential loss could be impacted substantially by future rulings by the multidistrict litigation court, in 20including on the merits of the 28claims, on FedEx Ground’s defenses, and on evidentiary issues. As a consequence of these factors, as well as others that are specific to these cases, that had been certified as class actions remains subjectwe are not currently able to appeal, weestimate a range of reasonably possible loss. We do not believe that it significantly improves the likelihood that our independent contractor model will be upheld. a material loss is probable in 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.Ground. 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 it

City and State of New York Cigarette Suit. The City of New York and the State of New York filed two related lawsuits against FedEx Ground in December 2013 and November 2014 arising from FedEx Ground’s alleged shipments of cigarettes to New York residents in contravention of several statutes, including the Racketeer Influenced and Corrupt Organizations Act (“RICO”) and New York’s Public Health Law, as well as common law nuisance claims. In April 2016, the two lawsuits were consolidated and will now proceed as one lawsuit. The first-filed lawsuit alleges that FedEx Ground provided delivery services on behalf of four shippers, and the second-filed lawsuit alleges that FedEx Ground provided delivery services on behalf of six additional shippers; none of these shippers continue to ship in our network. Pursuant to motions to dismiss filed in both lawsuits, some of the claims have been dismissed entirely or limited. In the first-filed lawsuit, the New York Public Health Law and common law nuisance claims were dismissed and the plaintiffs voluntarily dismissed another claim. In the second-filed lawsuit, the court dismissed, without prejudice to plaintiffs’ right to refile the claim at a later date, the New York Public Health Law claim. Other claims, including the RICO claims, remain in both lawsuits. The likelihood of loss is reasonably possible, that potential loss in some of these lawsuits or such changes to the independent contractor status of FedEx Ground’s owner-operators could be material, we cannot yet determinebut 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 couldcannot 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, we are defending contractor-model cases that are not or are no longer partestimated at this stage 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 the amount of any loss to incur a material loss in any of these matters.be immaterial.

OtherEnvironmental 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 August 2010, a third-party consultant who works with shipping customersFebruary 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 negotiate lower ratesits hubs in California. In April 2014, FedEx Ground filed a lawsuitdeclaratory judgment action in federal district court inthe United States District Court for the Eastern District of California against the Director of the California DTSC and the County District Attorneys with whom we had been negotiating. In June 2014, the California Attorney General filed a complaint against FedEx and United Parcel Service, Inc. (“UPS”)Ground in Sacramento County Superior Court alleging violations of U.S. antitrust law. This matter was dismissedby FedEx Ground as described above. The County District Attorneys filed a similar complaint in May 2011, but the court granted the plaintiff permission to file an amended complaint, which FedEx receivedSacramento County Superior Court in June 2011. In November 2011, the court granted ourJuly 2014. The county and state authorities filed a motion to dismiss this complaint, but again allowed the plaintiff to file an amended complaint. The plaintiffFedEx Ground’s declaratory judgment action, and their motion was granted on January 22, 2015. FedEx Ground filed a new complaint in December 2011,notice of appeal with the Ninth Circuit Court of Appeals on February 23, 2015.

FedEx Ground and the matter remains pending beforeCounty District Attorneys reached an agreement to resolve all claims between them, and on August 10, 2015, they filed a negotiated final judgment in Sacramento County Superior Court that the court.court subsequently approved. In February 2011, shortly after the initial lawsuit was filed,fourth quarter of 2015, we received a demandestablished an accrual for the productionfinal judgment amount, which was immaterial. On November 19, 2015, FedEx Ground and the DTSC agreed to settle their dispute, and on June 2, 2016, filed a negotiated final judgment in Sacramento County Superior Court, consistent with the terms FedEx Ground agreed upon with the County District Attorneys. We established an accrual for the settlement amount in the second quarter of information and documents in connection with a civil investigation by2016. This amount was immaterial.

On January 14, 2014, the U.S. Department of Justice (“DOJ”) intoissued a Grand Jury Subpoena to FedEx Express relating to an asbestos matter previously investigated by 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,U.S. Environmental Protection Agency. On May 1, 2014, the DOJ servedinformed us that it had

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determined to continue to pursue the matter as a civil investigative demand on the third-party consultant seeking all pleadings, depositionscriminal case, citing seven asbestos-related regulatory violations associated with removal of roof materials from a hangar in Puerto Rico during cleaning 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, andrepair activity, as well as violation of waste disposal requirements. Loss is reasonably possible; however, the amount of loss, if any is dependent on a number of factors that are not yet fully developed or resolved, we do not believe that a material loss is reasonably possible.expected to be immaterial.

We haveDepartment 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. 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 withIn July 2014, the investigation. We believe that our employees have acted in good faith at all times. We do not believe that we have engaged in any illegal activities and will vigorously defend ourselves in any action that may result from the investigation. The DOJ may pursuefiled 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 if we are convicted, remedies could include fines, penalties, financial forfeitureFedEx Services, together with certain pharmacies, conspired to unlawfully distribute controlled substances, unlawfully distributed controlled substances and compliance conditions. We cannot estimate the amount or range of loss, if any, as such analysis would depend on factsconspired to unlawfully distribute misbranded drugs. The superseding indictment adds conspiracy to launder money counts related to services provided to and law that are not yet fully developed or resolved.

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FEDEX CORPORATIONpayments from online pharmacies.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In March 2016, the Court denied our motions to dismiss the money laundering charges and granted our motion to dismiss FedEx Corporation and FedEx Services from certain counts. Trial in this matter commenced on June 13, 2016, and on June 17, 2016, the DOJ dismissed all remaining criminal charges against FedEx and its subsidiaries.

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.”

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NOTE 20: SUMMARY OF QUARTERLY OPERATING RESULTS (UNAUDITED)

 

                                                            

(in millions, except per share amounts)

  First
Quarter
   Second
Quarter
   Third
Quarter
   Fourth
Quarter
 

2013(1)

        

Revenues

  $10,792   $11,107   $10,953   $11,435 

Operating income

   742    718    589    502 

Net income

   459    438    361    303 

Basic earnings per common share(2)

   1.46    1.39    1.14    0.96 

Diluted earnings per common share(2)

   1.45    1.39    1.13    0.95 

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 

(in millions, except per share amounts)

  First
  Quarter  
   Second
  Quarter  
   Third
  Quarter  
   Fourth
  Quarter  
 

2016(1)

        

Revenues

  $12,279    $12,453    $12,654    $12,979  

Operating income (loss)

   1,144     1,137     864     (68

Net income (loss)

   692     691     507     (70

Basic earnings (loss) per common share(3)

   2.45     2.47     1.86     (0.26

Diluted earnings (loss) per common share(3)

   2.42     2.44     1.84     (0.26

2015(2)

        

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(3)

   2.29     2.34     2.21     (3.16

Diluted earnings (loss) per common share(3)

   2.26     2.31     2.18     (3.16

 

(1)

The fourth quarter of 20132016 includes $496a $1.5 billion retirement plans mark-to-market loss and TNT Express transaction, financing and integration planning expenses and immaterial financial results from the time of acquisition totaling $79 million. In addition, the fourth quarter of 2016 includes a $76 million favorable tax impact from an internal corporate restructuring to facilitate the integration of FedEx Express and TNT Express and $11 million of business realignment costs and an impairment charge of $100 million resulting from the decisionexpenses related to retire 10 aircraft and related enginesindependent contractor litigation matters at FedEx Express.Ground. The third quarter of 20132016 includes $47provisions related to independent contractor litigation matters at FedEx Ground for $204 million and expenses related to the settlement of business realignment costs.a U.S. Customs and Border Protection notice of action in the amount of $69 million, as well as TNT Express transaction, financing and integration planning expenses of $25 million. The second quarter of 20132016 includes $13provisions related to independent contractor litigation matters at FedEx Ground for $41 million and $19 million of business realignment costs.TNT Express transaction, financing and integration planning expenses.

 

(2)

The fourth quarter of 2015 includes a $2.2 billion retirement plans mark-to-market loss, $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 at FedEx Express and a $197 million reserve increase due to the settlement of a legal matter at FedEx Ground.

(3)

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.

 

- 122137 -


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.

The guarantor subsidiaries, which are wholly owned by FedEx, guarantee $2.75$13.6 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.

 

- 123138 -


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, 20132016

 

 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   $1,974    $326    $1,277    $(43 $3,534  

Receivables, less allowances

     3,989   1,084   (29  5,044    1     4,461     2,831     (41  7,252  

Spare parts, supplies, fuel, prepaid expenses and other, less allowances

  45   681   54      780    233     724     246         1,203  

Deferred income taxes

     518   15      533 
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

 

Total current assets

  3,937   5,593   1,870   (126  11,274    2,208     5,511     4,354     (84  11,989  

PROPERTY AND EQUIPMENT, AT COST

  27   35,915   2,167      38,109    22     43,760     3,236         47,018  

Less accumulated depreciation and amortization

  21   18,469   1,135      19,625    17     21,566     1,151         22,734  
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

 

Net property and equipment

  6   17,446   1,032      18,484    5     22,194     2,085         24,284  

INTERCOMPANY RECEIVABLE

     439   1,203   (1,642      2,437     1,284          (3,721    

GOODWILL

     1,552   1,203      2,755         1,571     5,176         6,747  

INVESTMENT IN SUBSIDIARIES

  18,739   3,347      (22,086      24,766     3,697          (28,463    

OTHER ASSETS

  2,187   822   191   (2,146  1,054    3,461     970     1,851     (3,238  3,044  
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

 
 $  24,869  $29,199  $5,499  $(26,000 $33,567 
 

 

  

 

  

 

  

 

  

 

   $32,877    $35,227    $13,466    $(35,506 $46,064  

LIABILITIES AND STOCKHOLDERS’ INVESTMENT CURRENT LIABILITIES

     
  

 

   

 

   

 

   

 

  

 

 

LIABILITIES AND STOCKHOLDERS’ INVESTMENT

         

CURRENT LIABILITIES

         

Current portion of long-term debt

 $250  $1  $  $  $251   $    $13    $16    $   $29  

Accrued salaries and employee benefits

  82   1,402   204      1,688    54     1,377     541         1,972  

Accounts payable

  4   1,392   609   (126  1,879    8     1,501     1,519     (84  2,944  

Accrued expenses

  355   1,366   211      1,932    883     1,411     769         3,063  
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

 

Total current liabilities

  691   4,161   1,024   (126  5,750    945     4,302     2,845     (84  8,008  

LONG-TERM DEBT, LESS CURRENT PORTION

  2,489   250         2,739    13,553     248     37         13,838  

INTERCOMPANY PAYABLE

  1,642         (1,642                3,721     (3,721    

OTHER LONG-TERM LIABILITIES

              

Deferred income taxes

     3,798      (2,146  1,652         4,436     369     (3,238  1,567  

Other liabilities

  2,649   3,133   246      6,028    4,595     3,375     897         8,867  
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

 

Total other long-term liabilities

  2,649   6,931   246   (2,146  7,680    4,595     7,811     1,266     (3,238  10,434  

STOCKHOLDERS’ INVESTMENT

  17,398   17,857   4,229   (22,086  17,398    13,784     22,866     5,597     (28,463  13,784  
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

 
 $24,869  $29,199  $5,499  $(26,000 $33,567   $  32,877    $35,227    $13,466    $(35,506 $46,064  
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

 

 

- 124139 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING BALANCE SHEETS

May 31, 20122015

 

                                                                           
  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  $2,383   $487   $971   $(78 $3,763  

Receivables, less allowances

   3    3,793    943    (35  4,704   3    4,383    1,385    (52  5,719  

Spare parts, supplies, fuel, prepaid expenses and other, less allowances

   261    671    44        976   41    689    123        853  

Deferred income taxes

        514    19        533 
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total current assets

   2,170    5,395    1,642    (151  9,056   2,427    5,559    2,479    (130  10,335  

PROPERTY AND EQUIPMENT, AT COST

   29    34,301    1,834        36,164   29    40,364    2,471        42,864  

Less accumulated depreciation and amortization

   20    17,822    1,074        18,916   23    20,685    1,281        21,989  
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net property and equipment

   9    16,479    760        17,248   6    19,679    1,190        20,875  

INTERCOMPANY RECEIVABLE

        323    1,524    (1,847          713    1,554    (2,267    

GOODWILL

        1,553    834        2,387       1,552    2,258        3,810  

INVESTMENT IN SUBSIDIARIES

   17,163    2,978         (20,141      23,173    3,800        (26,973    

OTHER ASSETS

   2,845    1,099    86    (2,818  1,212   2,770    898    480    (2,637  1,511  
 

 

  

 

  

 

  

 

  

 

 
  

 

   

 

   

 

   

 

  

 

 
  $22,187   $27,827   $4,846   $(24,957 $29,903  $    28,376   $32,201   $7,961   $(32,007 $36,531  
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

LIABILITIES AND STOCKHOLDERS’ INVESTMENT

              

CURRENT LIABILITIES

              

Current portion of long-term debt

  $    $417   $    $   $417  $   $7   $12   $   $19  

Accrued salaries and employee benefits

   83    1,365    187        1,635   34    1,208    194        1,436  

Accounts payable

   6    1,276    482    (151  1,613   5    1,433    758    (130  2,066  

Accrued expenses

   184    1,406    119        1,709   604    1,557    274        2,435  
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total current liabilities

   273    4,464    788    (151  5,374   643    4,205    1,238    (130  5,956  

LONG-TERM DEBT, LESS CURRENT PORTION

   1,000    250             1,250   6,978    248    23        7,249  

INTERCOMPANY PAYABLE

   1,847              (1,847      2,267            (2,267    

OTHER LONG-TERM LIABILITIES

              

Deferred income taxes

        3,649    5    (2,818  836       3,662    185    (2,637  1,210  

Other liabilities

   4,340    3,193    183        7,716   3,495    3,367    261        7,123  
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total other long-term liabilities

   4,340    6,842    188    (2,818  8,552   3,495    7,029    446    (2,637  8,333  

STOCKHOLDERS’ INVESTMENT

   14,727    16,271    3,870    (20,141  14,727   14,993    20,719    6,254    (26,973  14,993  
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 
  $22,187   $27,827   $4,846   $(24,957 $29,903 
  

 

   

 

   

 

   

 

  

 

  $28,376   $32,201   $7,961   $(32,007 $36,531  
 

 

  

 

  

 

  

 

  

 

 

 

- 125140 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Year Ended May 31, 20132016

 

                                                                                               
  Parent Guarantor
Subsidiaries
 Non-guarantor
Subsidiaries
 Eliminations Consolidated   Parent Guarantor
Subsidiaries
 Non-
guarantor
Subsidiaries
 Eliminations Consolidated 

REVENUES

  $   $37,073  $7,543  $(329 $44,287   $   $42,143   $8,547   $(325 $50,365  

OPERATING EXPENSES:

            

Salaries and employee benefits

   103   14,375   2,092       16,570    119    15,880    2,582        18,581  

Purchased transportation

       4,839   2,574   (141  7,272        7,380    2,720    (134  9,966  

Rentals and landing fees

   5   2,198   324   (6  2,521    5    2,484    371    (6  2,854  

Depreciation and amortization

   1   2,200   185       2,386    1    2,399    231        2,631  

Fuel

       4,650   96       4,746        2,324    75        2,399  

Maintenance and repairs

   1   1,791   117       1,909    1    1,954    153        2,108  

Business realignment, impairment and other charges

   21   639           660 

Retirement plans mark-to-market adjustment

       1,414    84        1,498  

Intercompany charges, net

   (227  (329  556            (645  425    220          

Other

   96   4,565   1,193   (182  5,672    519    5,274    1,643    (185  7,251  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 
       34,928   7,137   (329  41,736        39,534    8,079    (325  47,288  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

OPERATING INCOME

       2,145   406       2,551        2,609    468        3,077  

OTHER INCOME (EXPENSE):

            

Equity in earnings of subsidiaries

   1,561   253       (1,814       1,820    279        (2,099    

Interest, net

   (108  42   5       (61   (355  27    13        (315

Intercompany charges, net

   113   (131  18            369    (354  (15        

Other, net

   (5  (20  (10      (35   (14  (14  6        (22
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

INCOME BEFORE INCOME TAXES

   1,561   2,289   419   (1,814  2,455          1,820    2,547    472    (2,099  2,740  

Provision for income taxes

       710   184       894        818    102        920  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

NET INCOME

  $1,561  $1,579  $235  $(1,814 $1,561   $1,820   $1,729   $370   $(2,099 $1,820  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

COMPREHENSIVE INCOME

  $2,622  $1,618  $268  $(1,814 $2,694   $1,746   $1,704   $128   $(2,099 $1,479  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

 

- 126141 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Year Ended May 31, 2012

                                                                                               
   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
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

- 127 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Year Ended May 31, 20112015

 

                                                                                               
  Parent Guarantor
Subsidiaries
 Non-guarantor
Subsidiaries
 Eliminations Consolidated  Parent Guarantor
Subsidiaries
 Non-
guarantor
Subsidiaries
 Eliminations Consolidated 

REVENUES

  $   $33,124  $6,498  $(318 $39,304  $   $39,420   $8,414   $(381 $47,453  

OPERATING EXPENSES:

           

Salaries and employee benefits

   109   13,206   1,961       15,276   106    14,626    2,378        17,110  

Purchased transportation

       4,034   1,745   (105  5,674       5,802    2,878    (197  8,483  

Rentals and landing fees

   4   2,209   253   (4  2,462   5    2,322    360    (5  2,682  

Depreciation and amortization

   1   1,784   188       1,973   1    2,370    240        2,611  

Fuel

       4,003   148       4,151       3,632    88        3,720  

Maintenance and repairs

   1   1,862   116       1,979   1    1,949    149        2,099  

Impairment and other charges

       28   61       89       276            276  

Retirement plans mark-to-market adjustment

      2,075    115        2,190  

Intercompany charges, net

   (222  (317  539           (450  117    333          

Other

   107   4,392   1,032   (209  5,322   337    4,946    1,311    (179  6,415  
 

 

  

 

  

 

  

 

  

 

 
  

 

  

 

  

 

  

 

  

 

       38,115    7,852    (381  45,586  
       31,201   6,043   (318  36,926  

 

  

 

  

 

  

 

  

 

 
  

 

  

 

  

 

  

 

  

 

 

OPERATING INCOME

       1,923   455       2,378       1,305    562        1,867  

OTHER INCOME (EXPENSE):

           

Equity in earnings of subsidiaries

   1,452   200       (1,652      1,050    337        (1,387    

Interest, net

   (88  13   (2      (77  (247  23    3        (221

Intercompany charges, net

   104   (135  31           253    (265  12          

Other, net

   (16  (14  (6      (36  (6  (32  19        (19
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

INCOME BEFORE INCOME TAXES

   1,452   1,987   478   (1,652  2,265         1,050    1,368    596    (1,387  1,627  

Provision for income taxes

       677   136       813       390    187        577  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

NET INCOME

  $1,452  $1,310  $342  $(1,652 $1,452  $1,050   $978   $409   $(1,387 $1,050  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

COMPREHENSIVE INCOME

  $1,240  $1,329  $425  $(1,652 $1,342  $1,053   $929   $121   $(1,387 $716  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

- 128142 -


FEDEX CORPORATIONCONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended May 31, 2014

 

  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  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

- 143 -


CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended May 31, 20132016

 

                                                                                               
    Guarantor Non-
guarantor
          Parent     Guarantor
Subsidiaries
 Non-
guarantor
Subsidiaries
 Eliminations Consolidated 
  Parent Subsidiaries Subsidiaries Eliminations Consolidated 

CASH PROVIDED BY OPERATING ACTIVITIES

  $247  $3,936  $486  $19  $4,688 

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

 $(831 $5,932   $572   $35   $5,708  

INVESTING ACTIVITIES

           

Capital expenditures

   (3  (3,029  (343     (3,375      (4,617  (201      (4,818

Business acquisitions, net of cash acquired

         (483     (483          (4,618      (4,618

Proceeds from asset dispositions and other

      49   6      55   (55  33    12        (10
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

CASH USED IN INVESTING ACTIVITIES

   (3  (2,980  (820     (3,803  (55  (4,584  (4,807      (9,446

FINANCING ACTIVITIES

           

Net transfers from (to) Parent

   141   (58  (83        1,629    (1,549  (80        

Payment on loan between subsidiaries

      (385  385         (4,805  109    4,696          

Intercompany dividends

      21   (21            20    (20        

Principal payments on debt

      (417        (417      (19  (22      (41

Proceeds from debt issuances

   1,739            1,739 

Proceeds from debt issuance

  6,519                6,519  

Proceeds from stock issuances

   280            280   183                183  

Excess tax benefit on the exercise of stock options

   23            23   3                3  

Dividends paid

   (177           (177  (277              (277

Purchase of treasury stock

   (246           (246  (2,722              (2,722

Other, net

   (18  (119  119      (18  (54  (48  48        (54
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

   1,742   (958  400      1,184   476    (1,487  4,622        3,611  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Effect of exchange rate changes on cash

      (10  15      5   1    (22  (81      (102

Net increase (decrease) in cash and cash equivalents

   1,986   (12  81   19   2,074 
 

 

  

 

  

 

  

 

  

 

 

Net (decrease) increase in cash and cash equivalents

  (409  (161  306    35    (229

Cash and cash equivalents at beginning of period

   1,906   417   636   (116  2,843   2,383    487    971    (78  3,763  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Cash and cash equivalents at end of period

  $3,892  $405  $717  $(97 $4,917  $    1,974   $326   $1,277   $(43 $3,534  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

- 129144 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended May 31, 20122015

 

                                                                                               
    Guarantor Non-
guarantor
     
  Parent Subsidiaries Subsidiaries Eliminations Consolidated      Parent     Guarantor
Subsidiaries
 Non-
guarantor
Subsidiaries
 Eliminations Consolidated 

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

  $(88 $4,383  $570  $(30 $4,835  $(727 $5,446   $575   $72   $5,366  

INVESTING ACTIVITIES

           

Capital expenditures

   (5  (3,792  (210     (4,007  (1  (4,139  (207      (4,347

Business acquisition, net of cash acquired

         (116     (116

Business acquisitions, net of cash acquired

  (1,429              (1,429

Proceeds from asset dispositions and other

      74         74       42    (18      24  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

CASH USED IN INVESTING ACTIVITIES

   (5  (3,718  (326     (4,049  (1,430  (4,097  (225      (5,752

FINANCING ACTIVITIES

           

Net transfers from (to) Parent

   625   (550  (75        1,431    (1,502  71          

Payment on loan between subsidiaries

      267    (267        

Intercompany dividends

      76   (76            68    (68        

Principal payments on debt

      (29        (29      (1  (4      (5

Proceeds from debt issuances

  2,491                2,491  

Proceeds from stock issuances

   128            128   320                320  

Excess tax benefit on the exercise of stock options

   18            18   51                51  

Dividends paid

   (164           (164  (227              (227

Purchase of treasury stock

   (197       (197  (1,254              (1,254

Other, net

      (19  19         (27  (105  105        (27
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

   410   (522  (132     (244

CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

  2,785    (1,273  (163      1,349  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Effect of exchange rate changes on cash

      (5  (22     (27  (1  (30  (77      (108

Net increase (decrease) in cash and cash equivalents

   317   138   90   (30  515 
 

 

  

 

  

 

  

 

  

 

 

Net increase in cash and cash equivalents

  627    46    110    72    855  

Cash and cash equivalents at beginning of period

   1,589   279   546   (86  2,328   1,756    441    861    (150  2,908  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Cash and cash equivalents at end of period

  $1,906  $417  $636  $(116 $2,843  $2,383   $487   $971   $(78 $3,763  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

- 130145 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended May 31, 20112014

 

                                                                                               
    Guarantor Non-
guarantor
     
  Parent Subsidiaries Subsidiaries Eliminations Consolidated      Parent     Guarantor
Subsidiaries
 Non-
guarantor
Subsidiaries
 Eliminations Consolidated 

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

  $25  $3,978  $65  $(27 $4,041  $(8 $3,790   $535   $(53 $4,264  

INVESTING ACTIVITIES

           

Capital expenditures

   (1  (3,263  (170     (3,434  (1  (3,230  (302      (3,533

Business acquisition, net of cash acquired

      (96        (96

Business acquisitions, net of cash acquired

      (36          (36

Proceeds from asset dispositions and other

      110   1      111       37    (19      18  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

CASH USED IN INVESTING ACTIVITIES

   (1  (3,249  (169     (3,419  (1  (3,229  (321      (3,551

FINANCING ACTIVITIES

           

Net transfers from (to) Parent

   530   (994  464         588    (546  (42        

Payment on loan between subsidiaries

      235   (235            (4  4          

Intercompany dividends

      61   (61            54    (54        

Principal payments on debt

   (250  (12        (262  (250  (4          (254

Proceeds from debt issuance

  1,997                1,997  

Proceeds from stock issuances

   108            108   557                557  

Excess tax benefit on the exercise of stock options

   23            23   44                44  

Dividends paid

   (151           (151  (187              (187

Purchase of treasury stock

  (4,857              (4,857

Other, net

   (5  (9  9      (5  (19  (16  16        (19
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

   255   (719  177      (287

CASH USED IN FINANCING ACTIVITIES

  (2,127  (516  (76      (2,719
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Effect of exchange rate changes on cash

      11   30      41       (9  6        (3

Net increase (decrease) in cash and cash equivalents

   279   21   103   (27  376 
 

 

  

 

  

 

  

 

  

 

 

Net (decrease) increase in cash and cash equivalents

  (2,136  36    144    (53  (2,009

Cash and cash equivalents at beginning of period

   1,310   258   443   (59  1,952   3,892    405    717    (97  4,917  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Cash and cash equivalents at end of period

  $1,589  $279  $546  $(86 $2,328  $    1,756   $441   $861   $(150 $2,908  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

- 131146 -


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 fixed-rate, long-term debt because the interest rates are fixed on all ofor our long-termfloating-rate debt. As disclosed in Note 6 to the accompanying consolidated financial statements, we had outstanding fixed- and floating-rate, long-term debt (exclusive of capital leases) with an estimated fair value of $14.3 billion at May 31, 2016 and outstanding fixed-rate, long-term debt (exclusive of capital leases) with an estimated fair valuesvalue of $3.2$7.4 billion at May 31, 2013 and $2.0 billion at May 31, 2012.2015. Market risk for fixed-rate,fixed- and floating-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$312 million as of May 31, 20132016 and $30$208 million as of May 31, 2012.2015. 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 during the periods presented in this Annual Report are denominated in U.S. dollars. The principal foreign currency exchange rate risks to which we are exposed are in the euro, Chinese yuan, euro,British pound, Brazilian real, Canadian dollar and the British pound.Mexican peso. 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, foreignForeign currency fluctuations had a slightlymoderately positive impact on operating income.income in 2016 and 2015. 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, 2013,2016, 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 decrease in operating income of $132$68 million for 2014.2017. 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.

Our recently acquired TNT Express segment impacts our exposure to foreign currency exchange risk. TNT Express maintains derivative financial instruments to manage foreign currency fluctuations related to probable future transactions and cash flows denominated in currencies other than the currency of the transacting entity. These derivatives are not designated as hedges and are accounted for at fair value with any profit or loss recorded in income during the period since acquisition, which was immaterial for 2016.

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.

OTHER. We do not purchase or hold any derivative financial instruments for trading purposes.Financial Condition.”

 

- 132147 -


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, 2013.2016. This information should be read in conjunction with the Consolidated Financial Statements, MD&A and other financial data appearing elsewhere in this Annual Report.

 

  2013(1)   2012(2)   2011(3)   2010(4)   2009(5)   2016(1)(2)   2015(2)(3)   2014(2)   2013(2)(4)   2012(2)(5) 

Operating Results

                    

Revenues

  $  44,287   $  42,680   $  39,304   $  34,734   $  35,497   $  50,365    $  47,453    $  45,567    $  44,287    $  42,680  

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)

   3,077     1,867     3,815     4,434     (399

Income (loss) before income taxes

   2,740     1,627     3,658     4,338     (444

Net income (loss)

   1,820     1,050     2,324     2,716     (220

Per Share Data

                    

Earnings per share:

          

Earnings (loss) per share:

          

Basic

  $4.95   $6.44   $4.61   $3.78   $0.31   $6.59    $3.70    $7.56    $8.61    $(0.70

Diluted

  $4.91   $6.41   $4.57   $3.76   $0.31   $6.51    $3.65    $7.48    $8.55    $(0.70

Average shares of common stock outstanding

   315    315    315    312    311    276     283     307     315     315  

Average common and common equivalent shares outstanding

   317    317    317    314    312    279     287     310     317     317  

Cash dividends declared

  $0.56   $0.52   $0.48   $0.44   $0.44   $1.00    $0.80    $0.60    $0.56    $0.52  

Financial Position

                    

Property and equipment, net

  $18,484   $17,248   $15,543   $14,385   $13,417   $24,284    $20,875    $19,550    $18,484    $17,248  

Total assets

   33,567    29,903    27,385    24,902    24,244    46,064     36,531     33,070     33,567     29,903  

Long-term debt, less current portion

   2,739    1,250    1,667    1,668    1,930    13,838     7,249     4,736     2,739     1,250  

Common stockholders’ investment

   17,398    14,727    15,220    13,811    13,626    13,784     14,993     15,277     17,398     14,727  

Other Operating Data

                    

FedEx Express aircraft fleet

   647    660    688    667    654    643     647     650     647     660  

 

(1)

Results for 2016 include provisions related to independent contractor litigation matters at FedEx Ground for $256 million, net of recognized insurance recovery ($158 million, net of tax, or $0.57 per diluted share), and expenses related to the settlement of a U.S. Customs and Border Protection notice of action in the amount of $69 million, net of recognized insurance recovery ($43 million, net of tax, or $0.15 per diluted share). Total transaction, financing and integration planning expenses related to our TNT Express acquisition, as well as TNT Express’s immaterial financial results from the time of acquisition, were $132 million ($125 million, net of tax, or $0.45 per diluted share) during 2016. In addition, 2016 results include a $76 million ($0.27 per diluted share) favorable tax impact from an internal corporate restructuring to facilitate the integration of FedEx Express and TNT Express.

(2)

Results include mark-to-market losses of $1.5 billion ($946 million, net of tax, or $3.39 per diluted share) in 2016, losses of $2.2 billion ($1.4 billion, net of tax, or $4.81 per diluted share) in 2015 and $15 million ($9 million, net of tax, 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, or $7.76 per diluted share) in 2012. See Note 1 and Note 13 of the accompanying consolidated financial statements.

(3)

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.

- 148 -


(4)

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)(5)

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.

(3)

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 charge of $1.2 billion ($1.1 billion, net of tax, or $3.45 per diluted share) primarily for impairment charges associated with goodwill and aircraft. Additionally, common stockholders’ investment includes an other comprehensive income charge of $1.2 billion, net of tax, for the funded status of our retirement plans at May 31, 2009.

 

- 133149 -


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, 20132016 and 2012,2015, and for each of the three years in the period ended May 31, 2013,2016, and have issued our report thereon dated July 15, 201318, 2016 (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, 201318, 2016

 

- 134150 -


SCHEDULE II

FEDEX CORPORATION

VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED MAY 31, 2013, 2012,2016, 2015, AND 20112014

(IN MILLIONS)

 

       ADDITIONS       

DESCRIPTION

  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

        

2013

  $94   $167   $  $167(a)  $94 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

2012

   97    160       163(a)   94 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

2011

   93    152       148(a)   97 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Allowance for Revenue Adjustments

        

2013

  $84   $   $573(b)  $575(c)  $82 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

2012

   85        570(b)   571(c)   84 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

2011

   73        532(b)   520(c)   85 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Inventory Valuation Allowance:

        

2013

  $184   $24   $  $3  $205 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

2012

   169    15          184 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

2011

   170    13       14   169 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 
       ADDITIONS       

DESCRIPTION

  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

        

2016

  $86    $121    $   $134(a)  $73  
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

2015

   81     145         140(a)   86  
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

2014

   94     130         143(a)   81  
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Allowance for Revenue Adjustments

        

2016

  $99    $    $692(b)  $686(c)  $105  
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

2015

   83          740(b)   724(c)   99  
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

2014

   82          626(b)   625(c)   83  
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Inventory Valuation Allowance:

        

2016

  $207    $26    $   $15   $218  
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

2015

   212     23         28    207  
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

2014

   205     20         13    212  
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

 

(a)

Uncollectible accounts written off, net of recoveries.

 

(b)

Principally charged against revenue.

 

(c)

Service failures, rebills and other.

 

- 135151 -


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   2016   2015   2014   2013   2012(1) 

Earnings:

          

Income before income taxes

  $  2,455   $  3,141   $  2,265   $  1,894   $  677 

Earnings (loss):

          

Income (loss) before income taxes

  $  2,740    $  1,627    $  3,658    $  4,338    $  (444

Add back:

                    

Interest expense, net of capitalized interest

   82    52    86    79    85    336     235     160     82     52  

Amortization of debt issuance costs

   5    5    16    14    5    8     5     4     5     5  

Portion of rent expense representative of interest factor

   864    797    852    806    795    924     908     876     864     797  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Earnings as adjusted

  $3,406   $3,995   $3,219   $2,793   $1,562   $4,008    $2,775    $4,698    $5,289    $410  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Fixed Charges:

                    

Interest expense, net of capitalized interest

  $82   $52   $86   $79   $85   $336    $235    $160    $82    $52  

Capitalized interest

   45    85    71    80    71    42     37     29     45     85  

Amortization of debt issuance costs

   5    5    16    14    5    8     5     4     5     5  

Portion of rent expense representative of interest factor

   864    797    852    806    795    924     908     876     864     797  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  $996   $939   $1,025   $979   $956   $1,310    $1,185    $1,069    $996    $939  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Ratio of Earnings to Fixed Charges

   3.4    4.3    3.1    2.9    1.6    3.1     2.3     4.4     5.3       
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

(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.

 

- 136152 -


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.)
  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, 2011 and filed March 7, 2016, 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 4.4 to FedEx’s Registration Statement on Form S-3 filed on September 19, 2012, and incorporated herein by reference.)
     4.3Form of 8.000% Note due 2019. (Included in Exhibit 4.4 to FedEx’s Registration Statement on Form S-3 filed on September 19, 2012, 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 4.5 to FedEx’s Registration Statement on Form S-3 filed on September 19, 2012, and incorporated herein by reference.)
     4.5Form of 2.625% Note due 2022. (Included in Exhibit 4.5 to FedEx’s Registration Statement on Form S-3 filed on September 19, 2012, and incorporated herein by reference.)
     4.6Form of 3.875% Note due 2042. (Included in Exhibit 4.5 to FedEx’s Registration Statement on Form S-3 filed on September 19, 2012, and incorporated herein by reference.)
     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.)
     4.20Indenture, dated as of October 23, 2015, between FedEx, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee. (Filed as Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed October 23, 2015, and incorporated herein by reference.)
     4.21Supplemental Indenture No. 1, dated as of October 23, 2015, between FedEx, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee. (Filed as Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed October 23, 2015, and incorporated herein by reference.)
     4.22Form of 4.750% Note due 2045. (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed October 23, 2015, and incorporated herein by reference.)
     4.23Supplemental Indenture No. 2, dated as of March 24, 2016, between FedEx, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee. (Filed as Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed March 24, 2016, and incorporated herein by reference.)

     4.24Form of 3.250% Note due 2026. (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed March 24, 2016, and incorporated herein by reference.)
     4.25Form of 4.550% Note due 2046. (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed March 24, 2016, and incorporated herein by reference.)
      4.26Supplemental Indenture No. 3, dated as of April 11, 2016, between FedEx, the Guarantors named therein, Wells Fargo Bank, National Association, as trustee, and Elavon Financial Services Limited, UK Branch, as paying agent. (Filed as Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed April 11, 2016, and incorporated herein by reference.)
     4.27Form of Floating Rate Note due 2019. (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed April 11, 2016, and incorporated herein by reference.)
     4.28Form of 0.500% Note due 2020. (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed April 11, 2016, and incorporated herein by reference.)
     4.29Form of 1.000% Note due 2023. (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed April 11, 2016, and incorporated herein by reference.)
     4.30Form of 1.625% Note due 2027. (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed April 11, 2016, 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.)
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 FirstFY14 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.14   *10.7 Special 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.)
10.16FirstSeventh Amendment dated December 29, 2009June 1, 2016 (but effective as of SeptemberApril 1, 2008)2016) to the Special Facility GroundComposite Lease Agreement dated as of July 1, 1993 between the Authority and FedEx Express. (Filed as Exhibit 10.2 to FedEx’s FY10 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)Agreement.

  Aircraft-Related Agreements
10.17    10.8  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    10.9  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    10.10  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    10.11  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    10.12  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.)
10.22    10.13  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    10.14  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    10.15  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    10.16  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    10.17 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    10.18 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    10.19 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.)
10.29    10.20 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    10.21 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    10.22Supplemental 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.)
    10.23Supplemental 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.)
    10.24Supplemental Agreement No. 23 (and related side letters) dated as 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.)
  *10.25Supplemental Agreement No. 24 (and related side letters) dated as May 4, 2016, amending the Boeing 777 Freighter Purchase Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.

    10.26 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    10.27 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.)
10.33Supplemental Agreement No. 21 dated as of June 29, 2012, amending the Boeing 777 Freighter Purchase Agreement dated November 7, 2006 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. (Filed as Exhibit 10.2 to FedEx’s FY13 First Quarter Report on Form 10-Q, and incorporated herein by reference.)

Exhibit

    Number    

Description of Exhibit

10.34    10.28 Supplemental Agreement No. 2 dated as of October 8, 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 10.2 to FedEx’s FY13 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.35    10.29 Supplemental 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.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 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.36    10.30 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.)
    10.31Supplemental Agreement No. 5 (and related side letters) dated as of 1934, as amended.September 29, 2014, 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 10.2 to FedEx’s FY13FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.32Letter 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 onForm 10-Q, and incorporated herein by reference.)
    10.33Supplemental Agreement No. 6 (and related side letters) dated as of July 21, 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 FY16 First Quarter Report on Form 10-Q, and incorporated herein by reference.)
  *10.34Supplemental Agreement No. 7 dated as of April 18, 2016 amending the Boeing 767-3S2 Freighter Purchase Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.

Settlement Agreement
    10.35Class Action Settlement Agreement between Dean Alexander, Peter Allen, Albert Anaya, Suzanne Andrade, Jerrett Henderson, Ely Ines, Paul Infantino, Jorge Isla, Eric Jeppson, Gupertino Magana, Bernard Mendoza, Jesse Padilla, Marjorie Pontarolo, Joey Rodriguez, Dale Rose, Allan Ross, Agostino Scalercio, and Anthony Ybarra, on behalf of themselves, the Certified Class, the Overtime Sub-Class, and the Meal and Rest Period Settlement Sub-Class, and Defendant FedEx Ground Package System, Inc. (this agreement amends and restates in its entirety the Class Action Settlement Agreement filed as Exhibit 10.6 to FedEx’s FY16 First Quarter Report on Form 10-Q). (Filed as Exhibit 10.6 to FedEx’s FY16 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
  U.S. Postal Service Agreements
10.37    10.36  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 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 10.210.52 to FedEx’s FY07 First QuarterFedEx Corporation’s FY13 Annual Report on Form 10-Q,10-K, and incorporated herein by reference.)
10.38    10.37  Amendment dated November 30, 2006 to the Transportation Agreement dated July 31, 2006 betweenMay 28, 2013, amending the USPS and FedEx Express.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.Act. (Filed as Exhibit 10.210.53 to FedEx’s FY07 Second QuarterFY13 Annual Report on Form 10-Q,10-K, and incorporated herein by reference.)
10.39    10.38  Letter AgreementAmendment dated March 8, 2007 and Letter Agreement dated May 14, 2007, eachJune 24, 2013, 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.Act. (Filed as Exhibit 10.1510.1 to FedEx’s FY07 AnnualFY14 First Quarter Report on Form 10-K,10-Q, and incorporated herein by reference.)
10.40    10.39  Amendment dated June 20, 2007 and Amendment dated July 31, 2007, eachOctober 10, 2013 (but effective as of September 30, 2013), 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.Act. (Filed as Exhibit 10.1 to FedEx’s FY08 FirstFY14 Second Quarter Report onForm 10-Q/A (Amendment No. 1), and incorporated herein by reference.)
    10.40Amendment 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.)
10.41  Amendment dated December 4, 2007 to the Transportation Agreement dated July 31, 2006 betweenNovember 7, 2013 (but effective as of October 1, 2013), amending the USPS and FedEx Express.Transportation 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 Second Quarter Report onForm 10-Q/A (Amendment No. 1), and incorporated herein by reference.)
    10.42Amendment dated November 7, 2013 (but effective as of 1934,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 amended.Exhibit 10.4 to FedEx’s FY14 Second Quarter Report onForm 10-Q/A (Amendment No. 1), and incorporated herein by reference.)

    10.43Amendment 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 FY08FY14 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.44Amendment 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 Form 10-Q, and incorporated herein by reference.)
    10.45Amendment 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 on Form 10-K, and incorporated herein by reference.)
    10.46Amendment 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.)
    10.47Amendment 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.)
    10.48Amendment 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.)
    10.49Amendment 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.)
    10.50Amendment 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.)
    10.51Amendment 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 Exchange Act. (Filed as Exhibit 10.1 to FedEx’s FY15 First Quarter Report on Form 10-Q, and incorporated herein by reference.)

    10.52Amendment 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 Exchange Act. (Filed as Exhibit 10.2 to FedEx’s FY15 First Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.53Amendment 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 Exchange Act. (Filed as Exhibit 10.3 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.54Amendment 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 Exchange Act. (Filed as Exhibit 10.4 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.55Amendment 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 Exchange Act. (Filed as Exhibit 10.5 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.56Amendment 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 Exchange Act. (Filed as Exhibit 10.6 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.57Amendment 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 Exchange Act. (Filed as Exhibit 10.7 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.58Amendment 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 Exchange Act. (Filed as Exhibit 10.8 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.59Amendment 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 Exchange Act. (Filed as Exhibit 10.9 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.60Amendment dated November 4, 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 Exchange Act. (Filed as Exhibit 10.10 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)

    10.61Amendment 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 Exchange Act. (Filed as Exhibit 10.11 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.62Amendment 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 Exchange Act. (Filed as Exhibit 10.1 to FedEx’s FY15 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.63Amendment 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 Exchange Act. (Filed as Exhibit 10.2 to FedEx’s FY15 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.64Amendment dated December 23, 2014 (but effective as of January 5, 2015), 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 FY15 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.65Amendment dated February 19, 2015 (but effective as of December 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 Exchange Act. (Filed as Exhibit 10.4 to FedEx’s FY15 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.66Amendment dated June 12, 2015 (but effective as of January 5, 2015), 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 FY16 First Quarter Report onForm 10-Q, and incorporated herein by reference.)
    10.67Amendment dated June 16, 2015 (but effective as of February 2, 2015), 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 FY16 First Quarter Report onForm 10-Q, and incorporated herein by reference.)
    10.68Amendment dated June 23, 2015 (but effective as of March 2, 2015), 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 FY16 First Quarter Report on Form 10-Q, and incorporated herein by reference.)

    10.69Amendment dated August 31, 2015 (but effective as of January 4, 2016), 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 FY16 First Quarter Report onForm 10-Q, and incorporated herein by reference.)
    10.70Amendment dated September 15, 2015 (but effective as of June 29, 2015), 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 FY16 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.71Amendment dated September 1, 2015, amending the USPS Transportation Agreement. (Filed as Exhibit 10.2 to FedEx’s FY16 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.72Amendment dated October 15, 2015 (but effective as of March 30, 2015), 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 FY16 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.73Amendment dated November 9, 2015 (but effective as of January 4, 2015), 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 FY16 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.74Amendment dated November 9, 2015 (but effective as of January 4, 2016), 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 10.5 to FedEx’s FY16 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.75Amendment dated January 12, 2016, 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 FY16 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.76Amendment dated January 28, 2016, 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 FY16 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)

Exhibit

    Number    

Description of Exhibit

10.42    10.77 Letter Agreement dated October 23, 2008 and Amendment dated October 23, 2008, eachJanuary 28, 2016, 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.Act. (Filed as Exhibit 10.110.3 to FedEx’s FY09 SecondFY16 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.43    10.78 Letter AgreementAmendment dated March 4, 2009,January 29, 2016 (but effective as of January 31, 2016), amending the USPS 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.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 10.110.4 to FedEx’s FY10 SecondFY16 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.45    10.79 Amendment dated December 8, 2009 to the Transportation Agreement dated July 31, 2006 betweenFebruary 11, 2016, amending the USPS and FedEx Express.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.Act. (Filed as Exhibit 10.410.5 to FedEx’s FY10FY16 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.46    10.80 Letter AgreementAmendment dated February 16, 2016 (but effective as of August 30, 2010,31, 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.Act. (Filed as Exhibit 10.210.6 to FedEx’s FY11 FirstFY16 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.47    10.81 Amendment dated November 22, 2010 to the Transportation Agreement dated July 31, 2006 betweenFebruary 11, 2016 (but effective as of February 10, 2016), amending the USPS Transportation Agreement. (Filed as Exhibit 10.7 to FedEx’s FY16 Third Quarter Report on Form 10-Q, and FedEx Express.incorporated herein by reference.)
    10.82Amendment dated February 29, 2016 (but effective as of September 28, 2015), 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.Act. (Filed as Exhibit 10.310.8 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 FY12FY16 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.50  *10.83 Amendment dated December 3, 2012 to the Transportation Agreement dated July 31, 2006 betweenMarch 7, 2016, 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 10.3 to FedEx’s FY13 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)

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.Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act.
*10.53  *10.84 Amendment dated May 28, 2013,March 7, 2016, amending the USPS Transportation Agreement dated April 23, 2013 between the USPS and FedEx Express.Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange ActAct.
  *10.85Amendment dated March 7, 2016 (but effective as of 1934,November 28, 2015), amending the USPS Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.

  *10.86Amendment dated April 5, 2016 (but effective as amended.of January 4, 2016), amending the USPS Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.
  *10.87Amendment dated April 5, 2016 (but effective as of January 4, 2016), amending the USPS Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.
  *10.88Amendment dated April 11, 2016 (but effective as of February 1, 2016), amending the USPS Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.
  *10.89Amendment dated April 11, 2016 (but effective as of February 29, 2016), amending the USPS Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.
  *10.90Amendment dated April 12, 2016 (but effective as of April 4, 2016), amending the USPS Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.
 Financing Agreement
10.54    10.91 Five-Year Credit Agreement dated as of April 26, 2011,November 13, 2015, among FedEx Corporation, 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, 2011November 13, 2015 and filed April 29, 2011,November 18, 2015, and incorporated herein by reference.)
10.55

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    10.92 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    10.93 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    10.94 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    10.95  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    10.96  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.)
10.66    10.97  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 Statement No. 333-156333 on Form S-8, and is incorporated herein by reference.)
10.67    10.98  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 Statement No. 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 Statement No. 333-130619 on Form S-8, and is incorporated herein by reference.)

Exhibit

    Number    

Description of Exhibit

10.68    10.99  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    10.100  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    10.101  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 Statement No. 333-192957 on Form S-8, and is incorporated herein by reference.)

10.71    10.102 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    10.103 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.)
*10.73Compensation Arrangements with Named Executive Officers.
10.74Compensation Arrangements with Outside Directors. (Filed as Exhibit 10.1 to FedEx’s FY13 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.75    10.104 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    10.105 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 136152 of this Annual Report on Form 10-K).
*21  *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.

 

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