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, 2012.2015.

OR

 

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

For the transition period fromto.

    For the transition period from _____________ to _____________.

Commission file number 1-15829

FEDEX CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 62-1721435

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

942 South Shady Grove Road, Memphis, Tennessee

 38120

(Address of Principal Executive Offices)

 (ZIP Code)

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

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

 

Title of each class

 

Name of each exchange on which registered

Common Stock, par value $0.10 per share

 New York Stock Exchange

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

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yesþ No¨

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

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

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

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

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

 

Large accelerated filerþ

 Accelerated filer¨ Non-accelerated filer¨ Smaller reporting company¨
 (Do 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, 2011,2014, was approximately $24.4$46.8 billion. The Registrant has no non-voting stock.

As of July 13, 2012, 316,599,75410, 2015, 282,430,208 shares of the Registrant’s common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive proxy statement to be delivered to stockholders in connection with the 20122015 annual meeting of stockholders to be held on September 24, 201228, 2015 are incorporated by reference in response to Part III of this Report.

 

 

 


TABLE OF CONTENTS

 

   Page 
PART I  

ITEM 1. Business

   3  

ITEM 1A. Risk Factors

   2123  

ITEM 1B. Unresolved Staff Comments

   2123  

ITEM 2. Properties

   2124  

ITEM 3. Legal Proceedings

   2627  

ITEM 4. Mine Safety Disclosures

   2628  

Executive Officers of the Registrant

   2628  
PART II  

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

   2931  

ITEM 6. Selected Financial Data

   2932  

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

   2932  

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

   2932  

ITEM 8. Financial Statements and Supplementary Data

   2932  

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

   3032  

ITEM 9A. Controls and Procedures

   3032  

ITEM 9B. Other Information

   3032  
PART III  

ITEM 10. Directors, Executive Officers and Corporate Governance

   3033  

ITEM 11. Executive Compensation

   3133  

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

   3133  

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

   3133  

ITEM 14. Principal Accountant Fees and Services

   3133  
PART IV  

ITEM 15. Exhibits, Financial Statement Schedules

   3134  
FINANCIAL SECTION  

Table of Contents

   3437  

Management’s Discussion and Analysis

   3639  

Consolidated Financial Statements

   7791  

Other Financial Information

   123142  

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EXHIBITS  

Exhibit Index

   E-1  

Exhibit 10.6310.75

Exhibit 12

Exhibit 18

Exhibit 21

Exhibit 23

Exhibit 24

Exhibit 31.1

Exhibit 31.2

Exhibit 32.1

Exhibit 32.2

EX-101 INSTANCE DOCUMENT

EX-101 SCHEMA DOCUMENT

EX-101 CALCULATION LINKBASELINK BASE DOCUMENT

EX-101 DEFINITIONS LINK BASE DOCUMENT

EX-101 LABELS LINKBASELINK BASE DOCUMENT

EX-101 PRESENTATION LINKBASELINK BASE DOCUMENT

EX-101 DEFINITION LINKBASE 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 four business segments:

 

 

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

 

 

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

 

 

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

 

 

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

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

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

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

Strategy

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

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

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

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

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

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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 May 2012,

response to sluggish economic growth, in 2013 we made a decision to retireretired from service 2410 aircraft and related engines. The decision to retire these aircraft will better align the U.S. domestic air network capacity of FedEx Express to match currentengines and anticipated shipment volumes. FedEx Express is also shorteningshortened the depreciable lives of an additional 5476 aircraft and related engines. This will accelerate the retirementIn 2014, we began replacing some of theseour retired aircraft to align with the delivery schedule for replacementmore efficient, lower-emission Boeing 767-300 Freighter aircraft (“B767F”). The B767F is approximately 30% more fuel efficient and Boeing 757-200 aircraft.

has unit operating costs that are more than 20% lower than the MD10 aircraft it is replacing. In order2015, to continue the modernization ofrationalizing capacity and modernizing our aircraft fleet to more effectively serve customers, we have agreed to purchase a totalretired an additional 15 aircraft and 21 related engines and adjusted the retirement schedule of 46 new B767F23 aircraft with the first three arriving in fiscal 2014 and continued deliveries through 2019. The B767Fs were selected as the best choice to begin replacing our MD10s, some of which are more than 40 years old, and our Airbus A310-300s with aircraft of similar capacity and without the relatively high fuel and maintenance costs, as we continue to improve the efficiency and technology of our aircraft fleet. During 2012, we delayed the delivery of 11 Boeing 777 Freighter (“B777F”) aircraft to better align air network capacity to demand. We have also converted four B777F aircraft deliveries – two scheduled for delivery in fiscal 2016 and two scheduled for delivery in fiscal 2017 – to equivalent purchase value for the B767Fs referenced above.57 engines.

At the same time, we continue to expand network capacity at our growing and highly successful FedEx Ground segment. Strategic management of the FedEx Ground business resulted in higher yields and volumes boosted by e-commerce, FedEx SmartPost and residential delivery solutions in 2012.segment where we continue to boost package volumes.

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

 

 

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

 

 

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

 

 

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

 

 

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

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

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

Made the strategic acquisition of 2012, we:Bongo, a leader in cross-border enablement technologies and solutions, which has capabilities that complement and expand the FedEx portfolio of offerings important to the rapidly growing global e-commerce market.

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

 

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

Made strategic acquisitions in Mexico, Poland, FranceLaunched FedEx Global Returns, a shipping solution designed to simplify the worldwide returns process via FedEx Express and Brazil, which will give us more robust domestic transportationFedEx Ground, enhancing customers’ ability to manage their returns through editable return labels, customs documents and added capabilities in these important global markets.flexible return destinations.

 

Continued to executeMarked significant milestones in our aggressive plan to expandFedEx Express European business, including 30 years of service in the global freight forwarding presenceGerman market, the successful integration of FedEx Trade Networks — by opening additional facilities (over 130 freight forwarding offices are now open), includingOpek Sp. z o.o. in Johannesburg, South Africa, Bologna, Italy,Poland, which was acquired in 2012, and Istanbul, Ankaraexpansion into the Nordic market through a new facility that is being built at Copenhagen Airport, Denmark, which will serve as a gateway for inbound and Izmir, Turkey,outbound shipments for Denmark, Finland, Norway and establishing new alliances throughout the world.Sweden.

 

IntroducedEnhanced service offerings at FedEx Office through: FedEx Pack Plus, an innovative end-to-end servicein-store packing solution where specially trained FedEx Office pack and ship professionals can help pack items that will not fit into typical boxes; and the expansion of the range of professional print products available for the shipping of temperature-sensitive healthcare products, such as pharmaceuticals, around the world, including implementing procedures to maintain temperatures on board the B777F aircraft within a desired range during flights.commercial customers, and small businesses and consumers through FedEx Office retail locations.

Profit Improvement Initiatives

ExpandedDuring 2013, we saw challenging global economic conditions — particularly for FedEx Express — as ongoing shifts from priority to deferred shipping services significantly impacted profitability. In response to these trends, in 2013 we announced programs targeting annual profitability improvement of $1.6 billion. Our plans position FedEx Express to exit 2016 with a run rate of $1.6 billion of additional operating profit from the availabilitythen 2013 base business. Our profit improvement programs include multiple initiatives, primarily across FedEx Express and FedEx Services, that are reducing our overall cost structure and enhancing the quality of our sensor-based SenseAwarerevenue.

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

During 2014, we completed a voluntary program offering cash buyouts to eligible U.S.-based employees in certain staff functions. As a result of this program, approximately 3,600 employees left the company.

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

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

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solutions, adding services for vertical industries, including healthcare and monitoring of their shipments.

Continuedaerospace, and expanding our e-commerce service offerings. Our way forward is clear, as we continue to utilizemake FedEx Freight’s expertise in technology and operational excellence under the unified LTL network to provide a powerful value proposition to customers. Moreover, the recent integration of our LTL and parcel sales teams has enhanced the effectiveness of our sales efforts.an even leaner, more efficient business.

Reputation and Responsibility

By competing collectively under the FedEx brand, our operating companies benefit from one of the world’s most recognized brands. FedEx is one of the most trusted and respected companies in the world, and the FedEx brand name is a powerful sales and marketing tool. Among the many reputation awards we received during 2012,2015, FedEx ranked 6th12th inFORTUNE magazine’s “World’s Most Admired Companies” list — the 11th14th consecutive year we have been ranked in the top 20 on the list. Additionally, in a recent survey of U.S. consumers conducted byFedEx ranked 17th on the Reputation Institute andInstitute’s 2015 “Most Reputable Companies in the Boston College Center for Corporate Citizenship, FedEx placed 7th onU.S.” list, which measures the Corporate Social Responsibility Index (CSRI) 50 — a listcorporate reputations of the most socially responsiblelargest U.S. companies based on consumers’ trust, esteem, admiration and good feeling towards a company. Lastly, in the U.S.2015 FedEx was again listed onCorporate Responsibility Magazine’s “100 Best Corporate Citizens” list.

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

Our People

Along with a strong reputation among customers and the general public, FedEx is widely acknowledged as a great place to work. In 2012,For instance, for the past four years, since its inaugural release, FedEx Express was named as one of the top five global companies to work for by The Great Place to Work® Institute in its inaugural ranking of the World’s Best Multinational Workplaces. In order to even be considered for this honor, a company must appear on at least five national Great Place to WorkBest Workplaces lists and have at least 5,000 employees worldwide. It is our people — our

greatest asset — that give us our strong reputation. In addition to superior physical and information networks, FedEx has an exemplary human network, with more than 300,000325,000 team members who are “absolutely, positively” focused on safety, the highest ethical and professional standards, and the needs of their customers and communities. Through our internal Purple Promise and Humanitarian Award programs, we recognize and reward employees who enhance customer service and promote human welfare. For additional information on our people-first philosophy and workplace initiatives, seehttp://csr.fedex.com.

Our Community

FedEx is committed to actively supporting the communities we serve worldwide through the strategic investment of our people, resources and network. We provide financial contributions, in-kind charitable shipping services and volunteer efforts by our team members to help a variety of non-profit organizations achieve their goals and make a measurable impact on the world. We have three core focus areas: disaster preparedness, relief and recovery (American Red Cross, Salvation Army and Direct Relief Worldwide)and The Salvation Army); child pedestrian and road safety (Safe Kids Worldwide)Worldwide, United Nations Road Safety Collaboration and EMBARQ); and environmental sustainability (EMBARQ, andthe National Fish &and Wildlife Foundation)Foundation and the Arbor Day Foundation,). We support minority access to higher education by funding scholarships, are a major sponsor of the National Civil Rights Museum and also support Teach for America, Junior Achievement and St. Jude Children’s Research Hospital.ORBIS International. Additionally, we believe thatFedEx supports communities throughout the United Way of America offers one of the most effective and efficient ways of meeting community needs and have supported theU.S. with an annual United Way fundraising campaign since 1975.employee giving campaign. In the midst of the Ebola outbreak that ravaged West Africa, FedEx teamed with numerous humanitarian organizations and government agencies that were leading the U.S. government’s Ebola response efforts to move much needed medical materials to Monrovia, Liberia, an area heavily affected by the Ebola virus. Similarly, in the wake of the devastating earthquake in Nepal, FedEx

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worked with disaster relief agencies and committed approximately $1 million in cash, transportation support and a chartered flight to deliver critical medical aid and supplies. For additional information on our community involvement and disaster relief efforts, seehttp://csr.fedex.com.

The Environment

In furtherance of our commitment to protecting the environment, we recently updated one ofhave made significant progress over the last several years in an effort to increase FedEx Express vehicle fuel efficiency 30% from a 2005 baseline by 2020 — we have already reached more than 29% cumulative improvement in fuel economy. Having nearly achieved our long-term goalsgoal, the company expects to surpass and then revisit the goal in 2016. We also continue with our goal to reduce aircraft emissions to reflect the significant progress we have made over the last several years. Our goal is to now reduce aircraft emissions by 30 percent30% by 2020 on an emissions per available-ton-mile basis.basis, a goal that we increased from 20% in 2012. We have also established a goal of obtaining 30% of our jet fuel from alternative fuels by the year 2030. These efforts help us continue withto reduce our goal to increaseenvironmental footprint as evidenced in 2014 when we saved 100 million gallons of jet fuel at FedEx Express vehicle fuel efficiency by 20 percent by 2020. and avoided more than 976,000 metric tons of carbon emissions — all while our volumes were up.

We will also continue to expand on-site renewable energy generation and continue the procurement of renewable energy forin our facilities.facilities where feasible. To meet our future operational needs, as discussed above, we are adding more fuel-efficient aircraft to our fleet. The use of newer and more fuel-efficient aircraft is reducing our greenhouse gas emissions and airport noise and increasing our jet fuel efficiency. OurWe have an impressive global alternative fuel fleet with over 1,045 alternative fuel vehicles, including hybrid, electric delivery fleet has logged more than 12 million milesand hydrogen fueled vehicles, among others. We operate eleven solar facilities around the world, which collectively avoided 3,145 metric tons of revenue service. Our solar power generation systems represent another step we are taking toward progressive environmental stewardship and resource sustainability. Several FedEx facilities, including ourCO2e emissions in 2014. In addition, ten FedEx Express facilityfacilities in Las Vegas, Nevada, our FedEx Express World Headquarters in Memphis and our enterprise data center in Colorado Springs, Colorado,the U.S. have received certification byin Leadership in Energy and Environmental Design (LEED®), the U.S. Green Building Council’s system for rating the environmental performance of buildings.buildings, and six more are being reviewed for certification. FedEx Express has made LEED certification the standard for newly built U.S. facilities. In addition, two FedEx Ground facilities achieved LEED certification in 2014 and FedEx Ground is pursuing certification at three more facilities.

We also continue to evaluate the environmental impacts of our packaging and copy and print services, and minimize waste generation through efforts that include recycling pollution prevention and the use of copy paper with recycled content, among other environmentally-responsible available choices. In 2014, 98% of paper purchased for use by FedEx Office was third-party-certified as responsibly sourced. We also use FedEx-branded cardboard packaging at FedEx Express and FedEx Ground, which is made from approximately 60% recycled content. One example of our environmentally-responsible activities is the Sustainable Purchasing Leadership Council, a U.S. nonprofit organization that supports and recognizes sustainable procurement of which we are a founding member. We continue to support the Council, contributing to discussions on how to improve sustainable purchasing in the areas of transportation and fuels, fiber- and timber-based products and more. For additional information on the ways we are minimizing our impact on the environment, seehttp://csr.fedex.com. In April 2012, we launched our FedEx Carbon-Neutral Envelope shipping program to all FedEx envelope shipping options, making FedEx Express the first global express transportation company to offer carbon-neutral envelope shipping at no extra charge to the customer. Through this program, FedEx Express will make 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 few years, we added a number of highly qualified, independent directors to the Board, including 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 2012,September 2011, stockholders approved our proposal to amend FedEx’s certificate of incorporation in order to allow holders of 20 percent20% or more of FedEx’s common stock the right to call special meetings of stockholders. Additionally, in June 2012, the Board recently adopted a lead independent director corporate governance structure.

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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 Governancecorporate governance section of the Investor Relations page of our Web sitewebsite athttp://investors.fedex.com. We will post in the corporate governanceGovernance & Citizenship section of the Investor Relations page of our Web sitewebsite information regarding any amendment to, or waiver from, the provisions of the Code to the extent such disclosure is required.

Business Segments

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

FedEx Express Segment

FedEx Express

Overview

FedEx Express invented express distribution over 40 years ago in 1973 and remains the industry leader, providing rapid, reliable, time-definite delivery of packages and freight to more than 220 countries and territories through onean integrated global network. FedEx Express offers time-definitea wide range of U.S. domestic and international shipping services for delivery within one to three business days, servingof 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 149,000166,000 employees and has approximately 58,40053,000 drop-off locations (including FedEx Office centers), 660647 aircraft and approximately 52,40056,000 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 United StatesU.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 package services provide time-definite delivery to select postal codes in 20 key global markets, with delivery to select U.S. ZIP Codes as early as 8:00 a.m. from more than 90 countries in one or two business days, delivery by 10 a.m. in one business day to Canada and by 11:00 a.m. in 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 Mexico.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.

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We 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 atfedex.com, customers can receive notification of FedEx Express and FedEx Ground packages en route to their homes, and can choose various delivery options.

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

International Expansion

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

In 2014 we made a strategic move in Southern Africa by acquiring the businesses operated by our service provider in the following seven countries: South Africa, Botswana, Malawi, Mozambique, Namibia, Swaziland and Zambia. These acquisitions, along with our 2013 acquisitions of transportation companies in Poland, France and Brazil and our 2012 we acquired:

theacquisition of a Mexican domestic express package delivery company, Servicios Nacionales Mupa, S.A. de C.V. (Multipack);

the Polish domestic express package delivery company Opek Sp. z o.o.;

the French express transportation company TATEX; and

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

These acquisitions will givegives us more robust domesticglobal transportation networks and added capabilities in these important globalinternational markets, continuecontinues our strategic European, and Latin American and African growth plans and are expected to provide important contributions to our long-term growth, productivity and profitability. Additionally,As part of our European growth strategy, FedEx Express plans to open a new gateway facility in 2012, we opened 382016 for inbound and outbound shipments for Denmark, Finland, Norway and Sweden. The building is a milestone for FedEx Express growth in the Nordics region, which has seen the opening of eight new stations acrosssince 2011. The facility will give customers better connectivity from the Nordics to Europe pursuant to our organic growth strategy.and the rest of the world.

WeSince 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. Additionally, in May 2012, we announced our decision to establish aOur 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. 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.

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U.S. Postal Service Agreement

Under anIn 2013, FedEx Express entered into a new seven-year agreement with the USPS that runs through September 2013, FedEx Express providesfor the provision of domestic air transportation services to the USPS including for its First-Class,First Class, Priority and Express Mail. The USPS has informed usMail that it intends to solicit proposals for the provision of these services upon the expiration of the current agreement. FedEx Express also has approximately 5,000 drop boxes at USPS locations in approximately 340 metropolitan areas, under an agreement that expired in June 2012. We are preparing for removal of those drop boxes in accordance with the terms of the agreement.runs through September 2020. FedEx Express also provides transportation and delivery for the USPS’s international delivery service called Global Express Guaranteed (GXG)(“GXG”) under a separate agreement. For more information about our relationship with the USPS, see Item 1A of this Annual Report on Form 10-K (“Risk Factors”).

Pricing

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

FedEx Express has an indexed fuel surcharge for U.S. domestic and U.S. outbound shipments and for shipments originating internationally, where legally and contractually possible. The surcharge percentage is subject to monthly adjustment based on a rounded average of a certain spot price for jet fuel. For example, the fuel surcharge for June 2012May 2015 was based on the average spot price for jet fuel published for April 2012.March 2015. Changes to the FedEx Express fuel surcharge, when calculated according to the average spot price for jet fuel and FedEx Express trigger points, are applied effective from the first Monday of the month. These trigger points may change from time to time, but information on the fuel surcharge for each month is available atfedex.com approximately two weeks before the surcharge is applicable. We routinely review our fuel surcharges and our fuel surcharge methodology. On February 2, 2015, we updated the tables used to determine our fuel surcharges at FedEx Express. The weighted average U.S. domestic and U.S. outbound fuel surcharge as a percentage of the base rates for the past three years was: 2012201514%6%; 2011201410%9%; and 201020136%12%. These percentages includeThe 2013 percentage reflects certain fuel surcharge reductions that arewere associated with our annual2013 base rate increases.increase. See the “Fuel” section of Item 7 of this Annual Report on Form 10-K (“Management’s Discussion and Analysis of Results of Operations and Financial Condition”) for a description and discussion of the net impact of fuel on our operating results.

Operations

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

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

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

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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 and outside some U.S. Post Offices.parks.

Fuel Supplies and Costs

During 2012,2015, FedEx Express purchased jet fuel from various suppliers under contracts that vary in length and which provide for estimated amounts of fuel to be delivered. The fuel represented by these contracts is purchased at market prices. Because of our indexed fuel surcharge, we do not have any jet fuel hedging contracts. See “FedEx Express — Pricing.”

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

 

Fiscal Year

 Total Jet
Fuel  Cost

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

2015

  $2,816     5.9

2014

   3,506     7.7  

2013

   3,683     8.3  

2012

 $3,867    9.1   3,867     9.1  

2011

  3,178    8.1     3,178     8.1  

2010

  2,342    6.7  

2009

  2,932    8.3  

2008

  3,396    8.9  

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

Competition

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

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

Employees

David J. Bronczek is the President and Chief Executive Officer of FedEx Express, which is headquartered in Memphis, Tennessee. As of May 31, 2012,2015, FedEx Express employed approximately 101,000114,000 permanent full-time and 48,000approximately 52,000 permanent part-time employees, of which approximately 15%13% are employed in the Memphis area. FedEx Express’s international employees in the aggregate represent approximately 31%37% of all employees.

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

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Association, International (“ALPA”), and are employed under a collective bargaining agreement. This agreement becomesbecame amendable in March 2013.2013, and the parties are currently in negotiations. In October 2014, FedEx Express formally requested assistance from the National Mediation Board (“NMB”) to mediate the negotiations and the NMB has been actively mediating the talks since that time. The NMB is the U.S. governmental agency that oversees labor agreements for entities covered by the Railway Labor Act of 1926, as amended (the “RLA”). The conduct of mediated negotiations has no impact on our operations.

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

FedEx Trade Networks

FedEx Trade Networks provides international trade services, specializing in customs brokerage and global ocean and air freight forwarding. During 2012,Specifically, FedEx Trade Networks continued to execute an aggressive plan to expandprovides international trade advisory services, including assistance with the Customs-Trade Partnership Against Terrorism (“C-TPAT”) program, and through its global freight forwarding presence — by opening additional facilities (over 130 freight forwarding offices are now open), including in Johannesburg, South Africa, Bologna, Italy,WorldTariff subsidiary, publishes customs duty and Istanbul, Ankara and Izmir, Turkey, and establishing new alliances throughout the world.tax information for over 180 customs areas worldwide. Additionally, FedEx Trade Networks provides customs clearance services for FedEx Express at its major U.S. hub facilities.

As trade throughout the world grows, so does the FedEx Trade Networks solutions portfolio. Value-added services of FedEx Trade Networks include 128 freight forwarding offices in 26 countries and Global Trade Data, an information tool that allows customers to track and manage imports. In addition, in 2015, FedEx Trade Networks provides internationalstrengthened its Latin America trade advisorylane services including assistance with enhanced shipping options to meet customer demand. The trade lanes include the Customs-Trade Partnership Against Terrorism (C-TPAT) program,following routes: Germany to Mexico, Germany to Brazil, Hong Kong to Mexico and through its WorldTariff subsidiary, FedEx Trade Networks publishes customs duty and tax information for approximately 180 customs areas worldwide. U.S. to Mexico.

FedEx Trade Networks has approximately 4,2005,000 employees and 138150 offices in 117128 service locations throughout North America and in Asia,Africa, Asia-Pacific, Europe, India, Latin America and the Middle East and Latin America.East. FedEx Trade Networks maintains a network of air and ocean freight-forwarding service providers and has entered into strategic alliances to provide services in certain countries in which it does not have owned offices.

FedEx SupplyChain Systems

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

Bongo

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

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

FedEx Ground Segment

FedEx Ground

Overview

By leveraging the FedEx brand, maintaining a low cost structure and efficiently using information technology and advanced automation systems, FedEx Ground continues to enhance its competitive position as a leading provider of business and residential money-back guaranteed ground package delivery services. FedEx Ground serves customers in the North American small-package market, focusing on business and residential delivery of packages weighing up to 150 pounds. Ground service is provided to 100%

of the continental United StatesU.S. population and overnight service of up to 400 miles to nearly 100% of the continental United StatesU.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 7% of its lanes. FedEx Ground’s ongoing network expansion program is substantially increasing the company’s daily pickup capacity through the addition of new hubs featuring the latest automated sorting technology, the expansion of existing hubs and the expansion or relocation of other existing facilities.

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

Additionally, FedEx Delivery Manager 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 atfedex.com, customers can receive notification of FedEx Ground packages en route to their homes and can choose various delivery options.

Pricing

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

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

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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 2012May 2015 was based on the average diesel fuel price published for April 2012.March 2015. Changes to the FedEx Ground fuel surcharge, when calculated according to the rounded index average and FedEx Ground trigger points, are applied effective from the first Monday of the month. These trigger points may change from time to time, but information on the fuel surcharge for each month is available atfedex.com approximately two weeks before the surcharge is applicable. On February 2, 2015, we updated the tables used to determine the fuel surcharges at FedEx Ground. See the “Fuel” section of Item 7 of this Annual Report on Form 10-K (“Management’s Discussion and Analysis of Results of Operations and Financial Condition”) for a description and discussion of the net impact of fuel on our operating results.

Operations

FedEx Ground operates a multiple hub-and-spoke sorting and distribution system consisting of 525547 facilities, including 33 hubs, in the U.S. and Canada. FedEx Ground conducts its operations primarily with 30,770approximately 47,000 owner-operated vehicles and approximately 35,00048,000 company-owned trailers. To provide FedEx Home Delivery service, FedEx Ground leverages its existing pickup operation and hub and linehaul network. FedEx Home Delivery’s operations are often co-located with existing FedEx Ground facilities to achieve further cost efficiencies.

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

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

As of May 31, 2012,2015, FedEx Ground had approximately 50,50062,000 employees. In addition, FedEx Ground relies on owner-operatorsindependent 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. David F. RebholzHenry 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.

Evolution of Independent Contractor Model

Although FedEx Ground is involved in numerous lawsuits and other proceedings (such as state tax audits or other administrative challenges) where the classification of its independent contractors is at issue, a number of recent judicial decisions support the company’s classification, and the company believes its relationship with its contractors is generally excellent. For a description of these proceedings, see Item 1A of this Annual Report on Form 10-K (“Risk Factors”) and Note 1718 of the accompanying consolidated financial statements.

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

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

In addition, because of state-specific legal and regulatory issues, FedEx Ground only contracts with contractorsbusinesses 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 contractorsowners who choose to grow their businesses by adding routes. During May 2012,2015, approximately 85%93% of FedEx Ground’s package volume was delivered by business owners operating multiple route owner-operators or independent service providers.routes.

FedEx SmartPost

FedEx SmartPost (a subsidiary of FedEx Ground) is a leading national small-parcel consolidator, which specializes in the consolidation and delivery of high volumes of low-weight, less time-sensitive business-to-consumer packages, using the USPS for final delivery to residences. The company picks up shipments from customers (including e-tailers and catalog companies), provides sorting and linehaul services and then delivers the packages to a USPS facility for final delivery by a postal carrier. Through its network of 2527 distribution hubs and approximately 6,6009,000 employees, FedEx SmartPost provides delivery to all residential addresses in the U.S., including PO Boxes and military destinations. For

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

GENCO

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

FedEx Freight Segment

FedEx Freight

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

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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 throughoutservice, serving most points in Canada, as well as FedEx Freight Priority and FedEx Freight Economy service between Canada and the U.S. To extend choice and simplicity to Canada, FedEx Freight Economy offers an economical option for LTL customers shipping from Canada to the 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 reducedindustry leading transit times or after-hours pickup or delivery.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. FedEx Freight offers a fully integrated Web site and other electronic tools, including a bill of lading generator and e-mail delivery notification, whichThese solutions make freight shipping easier and bringprovide customers closereasy access to their own account information. The FedEx Freight Advance Notice feature available on FedEx Freight Priority shipments uses the company’s innovative technology systems to proactively notify FedEx Freight customers via the Internet, e-mail or fax when a shipment may be delayed beyond its estimated delivery date, providing customers with greater visibility and control of their LTL freight shipments. Customers can also process cross-border LTL shipments to and from Canada and Mexico, as well as intra-Canada and -Mexico shipments, through FedEx Ship Manager atfedex.com, FedEx Ship Manager Software, FedEx Ship Manager Server and FedEx Web Services. Additionally, FedEx Freight A.M. Delivery offers freight delivery by 10:30 a.m. to select points inwithin and between the U.S. and Canada, backed by a money-back guarantee.

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

As of May 31, 2012,2015, the FedEx Freight segment was operating approximately 58,00065,000 vehicles and trailers from a network of 366approximately 370 service centers and the FedEx Freight segment had approximately 33,90040,000 employees. William J. LogueMichael L. Ducker is the President and Chief Executive Officer of FedEx Freight, which is based in Memphis, Tennessee. FedEx Freight’s primary competitors are YRC Worldwide Inc. (which includes YRC Regional Transportation and YRC Freight), Con-way Freight (a subsidiary of Con-way Inc.), UPS Freight, Old Dominion Freight Line, Inc. and ABF Freight System, Inc.(a subsidiary of ArcBest Corporation).

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

FedEx Custom Critical

FedEx Custom Critical provides a range of expedited, time-specific freight-shipping services throughout the United States,U.S., Canada and Mexico. Among its services are Surface Expedite, for exclusive-use and network-based transport of critical shipments and expedited shipments; Air Expedite, which offers an array of air solutions to meet customers’ critical delivery times; and White Glove Services, for shipments that require extra care in handling, temperature control or specialized security.security; and 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 is available 24 hours a day, 365 days a year. In addition, its subsidiary FedEx Truckload Brokerage provides freight brokerage solutions within the United StatesU.S. and into and out of Canada and Mexico. Service is available 24 hours a day, 365 days a year. FedEx Custom

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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. FedEx Custom Critical utilizes approximately 1,450 vehicles, operated by independent contractors and their drivers, which are dispatched out of approximately 150 geographically-based staging areas.

FedEx Services Segment

FedEx Services

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

T. Michael Glenn is the President and Chief Executive Officer of FedEx Services, which is based in Memphis, Tennessee. As of May 31, 2012,2015, the FedEx Services segment had approximately 34,40030,000 employees (including approximately 16,50015,000 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 ranked No. 6 overall on the 2015 InformationWeek Elite 100 list — a compilation of the top business technology innovators in the U.S.

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

Thefedex.com Web sitewebsite was launched over fifteennearly 20 years ago, and during that time, customers have shipped and tracked billions of packages atfedex.com. Thefedex.com Web sitewebsite is widely recognized for its speed, ease of use and customer-focused features. Atfedex.com, our customers ship packages, determine international documentation requirements, track package status, pay invoices and access FedEx Office services. The advanced tracking capability within My FedEx Tracking provides customers with a consolidated view of inbound and outbound shipments. FedEx Desktop provides customers the benefit of working offline and having real-time shipment updates sent directly to their computer desktop.

FedEx Mobile is a suite of services available on most Web-enabledweb-enabled mobile devices, such as the BlackBerry® and Android™ smartphones, and includes enhanced support for Apple products, such as the iPhone®, iPod touch® and iPad® mobile digital devices. The FedEx Mobile website has expanded to more than 220 countries and territories and 26 languages. FedEx Mobile allows customers to track the status of packages, create shipping labels, get account-specific rate quotes and access drop-off location data for FedEx shipments and utilizeinformation. FedEx Office Print & Go, a smartphone solutionhas its own iPhone®, iPad® and Android™ apps that allowsallow customers to send documentsprint directly for printing on digital copy machines atfrom their devices to any FedEx Office locations acrosslocation in the United States.U.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 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. The

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FedEx Mobile website has expandedcontinues to 206 countriesprovide customers with innovative solutions. For example, in May 2014 FedEx TechConnect opened a package laboratory providing FedEx Express, FedEx Ground and 25 languages.FedEx Freight customers with free package testing and design services.

We design our e-commerce tools and solutions to be easily integrated into our customers’ applications, as well as into third-party software being 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, and FedEx Freight was recently integrated into this platform.processes.

Marketing

The FedEx brand name is a symbol for high-qualitysymbolic of outstanding service, reliability and speed. FedEx is one of the most widely recognized brands in the world. Special emphasisEmphasis 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 traditionaltelevision, print and broadcastdigital 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 which we recently extended through 2017

 

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

 

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

FedExField in Washington, DC

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

 

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

FedExForum in Memphis, TN

Information Security

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

Global ISO 9001 Certification

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

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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 at FedEx Location” option when initiating a shipment — or even when a shipment is on its way — free of charge. In addition, in 2014 FedEx Office introduced the FedEx Ship&Get® pilot program, which is a shipping and delivery option available at select retail locations that allows customers to use stand-alone kiosks and lockers that are managed electronically to ship or pick up packages at their convenience.

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

Almost all FedEx Office locations provide local pick-up and deliverypickup-and-delivery service – an offering whereby afor print jobs completed by FedEx Office. A FedEx courier picks up a customer’s print job at the customer’s location and then returns the finished product to the customer – with optionscustomer. Options and service areas varyingservices vary by location. Additionally, through cloud printing with FedEx Cloud Printing with Google Docs™, introduced this year,Office Print Online, customers can upload files from theirsome of the most popular cloud websites including Box, Dropbox and Google Docs accountDrive™ and then select from a variety of printing options, andoptions. Customers can chosechoose 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, FedEx SameDay City service is offered in more than 20 markets across the U.S., which allows customers to get their packages across town on the same day with local delivery by FedEx Office uniformed team members in branded FedEx Office delivery vehicles.

As of May 31, 2012,2015, FedEx Office operated approximately 1,840 locations,1,800 customer facing centers, including 5525 locations in five foreign countries,Canada, as well as 20 commercial31 closed production centers. FedEx Office is headquartered in Dallas, Texas.

Trademarks

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

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Regulation

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

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

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

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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, we must obtain the permission of foreign governments to provide specific flights and services. The carrier must then be granted the permission of such foreign government to provide specific flights and services. The regulatory environment for global aviation rights may from time to time impair the ability of FedEx Express to operate its air network in the most efficient manner. Additionally, global air cargo carriers, such as FedEx Express, are subject to current and potential additional aviation security regulation by foreign governments.

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

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

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

Concern over climate change, including the impact of global warming, has led to significant U.S. and international legislative and regulatory efforts to limit greenhouse gas (“GHG”) emissions, including our aircraft and diesel engine emissions. For example, duringin 2015, the EPA issued a proposed finding on GHG emissions from aircraft and its relationships to air pollution. The final finding is a regulatory prerequisite to the EPA’s adoption of a new certification standard for aircraft emissions. Additionally, in 2009, the European Commission approved the extension of the European Union Emissions Trading Scheme (“ETS”) for GHG emissions, to the airline industry. Under this decision, all FedEx Express flights to and from any airport in any member state ofthat are wholly within the European Union are now covered by the ETS requirements, and each year we are required to submit emission allowances in an amount equal to the carbon dioxide emissions from such flights. 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”).

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

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

Labor. All U.S. employees at FedEx Express are covered by the Railway Labor Act of 1926, as amended (the “RLA”),RLA, while labor relations within the United StatesU.S. at our other companies are governed by the National Labor Relations Act of 1935, as amended (the “NLRA”). Under the RLA, groups that wish to unionize must do so across nationwide classes of employees. The RLA also requires mandatory government-led mediation of contract disputes supervised by the National Mediation BoardNMB before a union can strike or an

employer can replace employees or impose contract terms. This part of the RLA helps minimize the risk of strikes that would shut down large portions of the economy. Under the NLRA, employees can unionize in small localized groups, and government-led mediation is not a required step in the negotiation process.

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

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

ITEM 1A. RISK FACTORS

We present information about our risk factors on pages 7181 through 7686 of this Annual Report on Form 10-K.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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ITEM 2. PROPERTIES

ITEM 2.PROPERTIES

FedEx Express Segment

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

Aircraft and Vehicles

As of May 31, 2012,2015, FedEx Express’s aircraft fleet consisted of the following:

 

Description

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

  (Pounds per Aircraft)(1)
 

Boeing B777F

   19     0     19    178,000     25     0     25    233,300  

Boeing MD11

   38     26     64    164,200     31     25     56    192,600  

Boeing MD10-30

   12     5     17    114,200     12     1     13    175,900  

Boeing MD10-10

   52     0     52    108,700     36     0     36    137,500  

Boeing 767F

   18     3     21(2)   127,100  

Airbus A300-600

   35     36     71    85,600     32     36     68    106,600  

Airbus A310-200/300

   35     0     35    61,900     21     0     21    83,170  

Boeing B757-200

   73     0     73(2)   45,800     119     0     119(3)   63,000  

Boeing B727-200

   41     0     41    38,200  

ATR 72-202/212

   21     0     21    14,660     21     0     21    17,970  

ATR 42-300/320

   26     0     26    10,880     26     0     26    12,070  

Cessna 208B

   241     0     241    2,500     241     0     241    2,830  
  

 

   

 

   

 

    

 

   

 

   

 

  

Total

   593     67     660          582         65         647   
  

 

   

 

   

 

    

 

   

 

   

 

  

 

 

(1)

Maximum operationalgross structural payload includes revenue payload is the lesser of the net volume-limited payload and the net maximum structural payload.container weight.

(2)

Includes 18four aircraft not currently in operation and awaiting completion of modification.

(3)

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

 

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

 

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

 

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

 

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

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

 

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

The B727s are three-engine, narrow-bodied aircraft configured for cargo service.

 

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

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

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

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At May 31, 2012,2015, FedEx Express operated approximately 52,40056,000 ground transport vehicles, including pickup and deliverypickup-and-delivery vans, larger trucks called container transport vehicles and over-the-road tractors and trailers.

Aircraft Purchase Commitments

The following table is a summary of the number and type of aircraft we were committed to purchase as of May 31, 2012,2015, with the year of expected delivery:

 

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

2013

  10        4    14  

2014

      3    2    5  

2015

      6    2    8  

2016

      6    2    8     11     2     13  

2017

      6    2    8     12          12  

2018

   11     2     13  

2019

   6     2     8  

2020

        3     3  

Thereafter

      6    16    22          9     9  
 

 

  

 

  

 

  

 

   

 

   

 

   

 

 

Total

  10    27    28    65     40     18     58  
 

 

  

 

  

 

  

 

   

 

   

 

   

 

 

 

(1)

As of May 31, 2012,2015, our obligation to purchase 13three of these aircraft was conditioned upon there being no event that causes FedEx Express or its employees to not be covered by the RLA.

In June 2012, FedEx Express agreed to purchase 19 additional B767F aircraft. Four of these 19 additional B767F aircraft purchases are conditioned upon there being no event that causes FedEx Express or its employees not to be covered by the RLA. These 19 additional B767F aircraft are expected to be delivered from fiscal 2015 to 2019.

In conjunction with the additional B767F aircraft purchases, FedEx Express converted four B777F aircraft deliveries that were subject to the RLA condition – two scheduled for delivery in fiscal 2016 and two scheduled for delivery in fiscal 2017 – to equivalent purchase value for the additional B767F aircraft referenced above. These aircraft transactions are not included in the table above, as they occurred subsequent to May 31, 2012.
(2)

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

As of May 31, 2012,2015, deposits and progress payments of $661$472 million had been made toward aircraft purchases and other planned aircraft-related transactions. Also see Note 1617 of the accompanying consolidated financial statements for more information about our purchase commitments.

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Sorting and Handling Facilities

At May 31, 2012,2015, FedEx Express operated the following major sorting and handling facilities:

 

Location

 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

Indianapolis, Indiana

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

Regional

     

Fort Worth, Texas

  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

Oakland, California

  75    320,000    54,000   City of Oakland 2031

Greensboro, N. Carolina

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

Metropolitan

     

Chicago, Illinois

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

Los Angeles, California

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

International

     

Anchorage, Alaska (2)

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

Paris, France(3)

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

Cologne, Germany (3)

  7    325,000    20,000   Cologne Bonn Airport 2040

Guangzhou, China (4)

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

Location

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

Lessor

  Lease
     Expiration    
Year
 

National

          

Memphis, Tennessee

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

Indianapolis, Indiana

   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  

Newark, New Jersey

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

Oakland, California

   75     448,935     63,000    City of Oakland   2036  

Greensboro, N. Carolina

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

Metropolitan

          

Chicago, Illinois

   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(6) 

International

          

Anchorage, Alaska(2)

   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  

Cologne, Germany(3)

   11     325,000     20,000    Cologne Bonn Airport   2040  

Guangzhou, China(4)

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

Osaka, Japan(4)

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

 

 

(1)

Documents and packages.

 

(2)

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

 

(3)

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

 

(4)

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

 

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

(6)

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

 

(7)(6)

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

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

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

Administrative and Other Properties and Facilities

The World Headquarters of FedEx Express is located in southeastern Shelby County, Tennessee. The headquarters campus comprises nine separate buildings with approximately 1.3 million square feet of space. FedEx Express also leases 40 facilities in the Memphis area for administrative offices and warehouses.

FedEx Express owns or leases approximately 660638 facilities for city station operations in the United States. In addition, approximately 500606 city stations are owned or leased throughout FedEx Express’s international network. The majority of these leases are for terms of five to ten years. City stations serve as a sorting and distribution center for a particular city or region. We believe that suitable alternative facilities are available in each locale on satisfactory terms, if necessary.

- 26 -


As of May 31, 2012,2015, FedEx Express had approximately 43,50041,000 Drop Boxes, including 5,000 Drop Boxes outside U.S. Post Offices. The agreement related to the 5,000 Drop Boxes outside U.S. Post Offices expired in June 2012, and we are preparing for removal of those drop boxes in accordance with the terms of the agreement. As of May 31, 2012,Boxes. FedEx Express also hadhas approximately 14,00015,000 FedEx Authorized ShipCenters and other types of staffed drop-off locations, such as FedEx Office centers. Internationally, FedEx Express had approximately 5,8007,000 drop-off locations.

FedEx Ground Segment

FedEx Ground’s corporate offices are located in the Pittsburgh, Pennsylvania area in an approximately 500,000 square-foot building owned by FedEx Ground.area. As of May 31, 2012,2015, FedEx Ground had approximately 35,00048,000 company-owned trailers and owned or leased 525547 facilities, including 33 hubs. In addition, 30,770approximately 47,000 owner-operated vehicles support FedEx Ground’s business. Of the 327357 facilities that support FedEx Home Delivery, 235275 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 approximately 338,000383,000 square feet and range in size from approximately 54,000114,000 to approximately 715,000825,500 square feet.

FedEx Freight Segment

FedEx Freight’s corporate headquarters are located in Memphis, Tennessee, andwith some administrative offices for the FedEx Freight business are in Harrison, Arkansas. As of May 31, 2012,2015, the FedEx Freight segment operated approximately 58,00065,000 vehicles and trailers and 366approximately 370 service centers, which are strategically located to provide service throughout North America. These facilities range in size from 850approximately 860 to 220,000 square feet of office and dock space. FedEx Custom Critical’s headquarters are located in Green, Ohio.

FedEx Services Segment

FedEx Services’ corporate headquarters are located in Memphis, Tennessee. FedEx Services and FedEx Express leaseleases state-of-the-art technology centers in Collierville, Tennessee Irving, Texas,and Colorado Springs, Colorado, and Orlando, Florida.Colorado. These facilities house personnel responsible for strategic software development and other functions that support FedEx’s technology and e-commerce solutions. FedEx Office’s corporate headquarters are located in Dallas, Texas in leased facilities. As of May 31, 2012,2015, FedEx Office operated approximately 1,840 locations,1,800 customer facing centers, including 5525 locations in five foreign countries,Canada, as well as 20 commercial31 closed production centers. Substantially all FedEx Office centers are leased, generally for terms of five to ten years with varying renewal options. FedEx Office centers are generally located in strip malls, office buildings or stand-alone structures and customer facing centers average approximately 4,0003,900 square feet in size. We have a multi-yearFedEx Services has an agreement with OfficeMax North America, Inc. to offer U.S. domestic FedEx Express and FedEx Ground shipping services at all U.S. OfficeMax retail locations (over 975(approximately 800 locations). Additionally, the FedEx Authorized Ship Center program offers U.S. domestic and international FedEx Express and FedEx Ground shipping and drop-off services through a network of approximately 5,500 franchised and independent “pack and ship” retail locations.

 

ITEM 3.LEGAL PROCEEDINGS

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 1718 of the accompanying consolidated financial statements.

 

- 27 -


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

  6770  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

  5861  President and Chief Executive Officer of FedEx Express since January 2000; Executive Vice President and Chief Operating Officer of FedEx Express from January 1998 to January 2000; Senior Vice President — Europe, Middle East and Africa of FedEx Express from June 1995 to January 1998; Senior Vice President — Europe, Africa and Mediterranean of FedEx Express from June 1993 to June 1995; Vice President — Canadian Operations of FedEx Express from February 1987 to March 1993; and several sales and operations managerial positions at FedEx Express from 1976 to 1987. Mr. Bronczek serves as a director of International Paper Company, an uncoated paper and packaging company.

Name and Office

Age

Positions and Offices Held and Business Experience

Robert B. Carter

Executive Vice President — FedEx

Information Services and Chief Information

Officer

  5356  Executive Vice President — FedEx Information Services and Chief Information Officer of FedEx since January 2007; Executive Vice President and Chief Information Officer of FedEx from June 2000 to January 2007; Corporate Vice President and Chief Technology Officer of FedEx from February 1998 to June 2000; Vice President — Corporate Systems Development of FedEx Express from September 1993 to February 1998; Managing Director — Systems Development of FedEx Express from April 1993 to September 1993. Mr. Carter serves as a director of Saks Incorporated, a retailer operating luxury, specialty and traditional department stores, and as a director of First Horizon National Corporation, a financial services holding company.

- 28 -


Name and Office

 Age 

Positions and Offices Held and Business Experience

Michael L. Ducker

President and Chief Executive Officer, FedEx Freight Corporation

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

T. Michael Glenn

Executive Vice President — Market

Development and Corporate

Communications

  5659  Executive Vice President — Market Development and Corporate Communications of FedEx since January 1998; Senior Vice President — Marketing, Customer Service and Corporate Communications of FedEx Express from June 1994 to January 1998; Senior Vice President — Marketing and Corporate Communications of FedEx Express from December 1993 to June 1994; Senior Vice President — Worldwide Marketing Catalog Services and Corporate Communications of FedEx Express from June 1993 to December 1993; Senior Vice President — Catalog and Remail Services of FedEx Express from September 1992 to June 1993; Vice President — Marketing of FedEx Express from August 1985 to September 1992; and various management positions in sales and marketing and senior sales specialist of FedEx Express from 1981 to 1985. Mr. Glenn serves as a director of Pentair, Inc., a diversified industrial manufacturing company operating in water and technical products business segments, and as a director of Renasant Corporation,Level 3 Communications, Inc., a financialglobal communications services holding company.

Alan B. Graf, Jr.

Executive Vice President and Chief

Financial Officer

  5861  Executive Vice President and Chief Financial Officer of FedEx since January 1998; Executive Vice President and Chief Financial Officer of FedEx Express from February 1996 to January 1998; Senior Vice President and Chief Financial Officer of FedEx Express from December 1991 to February 1996; Vice President and Treasurer of FedEx Express from August 1987 to December 1991; and various management positions in finance and a senior financial analyst of FedEx Express from 1980 to 1987. Mr. Graf serves as a director ofMid-America Apartment Communities, Inc., a real estate investment trust that focuses on acquiring, constructing, developing, owning and operating apartment communities, and as a director of NIKE, Inc., a designer and marketer of athletic footwear, apparel, equipment and accessories for sports and fitness activities.

- 29 -


Name and Office

  

Age

  

Positions and Offices Held and Business Experience

WilliamHenry J. LogueMaier

President and Chief Executive Officer,

FedEx Freight Corporation

54President 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.

David F. Rebholz

President and Chief Executive Officer,

FedEx Ground

  5961  President and Chief Executive Officer of FedEx Ground since January 2007;June 2013; Executive Vice President — Strategic Planning and Communications of FedEx Ground from September 20062009 to January 2007; Executive Vice President — Operations & Systems Support of FedEx Express from December 1999 to September 2006;June 2013; Senior Vice President — U.S.Strategic Planning and Communications of FedEx ExpressGround from January 1997December 2006 to November 1999; Senior Vice President —Sales & Customer Service of FedEx Express from June 1993 to December 1996;September 2009; Vice President — Regional OperationsMarketing of FedEx ExpressServices from October 1991March 2000 to June 1993;December 2006; Vice President — Customer ServiceMarketing and Communications of FedEx ExpressGround from December 1988June 1999 to October 1991;March 2000; and various othermanagement positions in logistics, sales, marketing and communications with FedEx ExpressRPS, Inc. and Caliber Logistics, Inc. from 19761986 to 1988.1999.

Christine P. Richards

Executive Vice President, General Counsel

and Secretary

  5760  Executive Vice President, General Counsel and Secretary of FedEx since June 2005; Corporate Vice President — Customer and Business Transactions of FedEx from March 2001 to June 2005; Senior Vice President and General Counsel of FedEx Services from March 2000 to June 2005; Staff Vice President — Customer and Business Transactions of FedEx from November 1999 to March 2001; Vice President — Customer and Business Transactions of FedEx Express from 1998 to November 1999; and various legal positions with FedEx Express from 1984 to 1998.

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

- 30 -


PART II

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

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 13, 2012,10, 2015, there were13,863 12,601 holders of record of our common stock. The following table sets forth, for the periods indicated, the high and low sale prices, as reported on the NYSE, and the cash dividends paid per share of common stock.

 

              Sale Prices                    Sale Prices     
        High               Low             Dividend       High   Low   Dividend 

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  

Fiscal Year Ended May 31, 2011

      

Fiscal Year Ended May 31, 2014

      

Fourth Quarter

  $96.89    $85.03    $0.12    $144.85    $130.64    $0.15  

Third Quarter

   98.52     87.54     0.12     144.39     128.17     0.15  

Second Quarter

   93.03     79.04     0.12     140.55     106.38     0.15  

First Quarter

   87.74     69.78     0.12     113.34     94.60     0.15  

FedEx also paid a cash dividend on July 2, 20122015 ($0.140.25 per share). We expect to continue to pay regular quarterly cash dividends, though each subsequent quarterly dividend is subject to review and approval by our Board of Directors. We evaluate the dividend payment amount on an annual basis at the end of each fiscal year. There are no material restrictions on our ability to declare dividends, nor are there any material restrictions on the ability of our subsidiaries to transfer funds to us in the form of cash dividends, loans or advances. FedEx did not repurchase any

The following table provides information on FedEx’s repurchases of itsour common stock during the fourth quarter of 2012.2015.

ISSUER PURCHASES OF EQUITY SECURITIES

 

Period

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

March 1-31, 2015

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

April 1-30, 2015

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

May 1-31, 2015

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

 

 

     

 

 

   

Total

   1,400,000     170.12     1,400,000    
  

 

 

     

 

 

   

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

- 31 -


ITEM 6. SELECTED FINANCIAL DATA

ITEM 6.

SELECTED FINANCIAL DATA

Selected financial data as of and for the five years ended May 31, 20122015 is presented on page 124143 of this Annual Report onForm 10-K.

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

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 3639 through 7687 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 123142 of this Annual Report on Form 10-K.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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 16, 201214, 2015 thereon, are presented on pages 7990 through 122141 of this Annual Report on Form 10-K.

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

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

None.

ITEM 9A.CONTROLS AND PROCEDURES

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, 20122015 (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 7788 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 7889 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

During our fiscal quarter ended May 31, 2012,2015, no change occurred in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

- 32 -


PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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 20122015 annual meeting of stockholders, which will be held on September 24, 2012,28, 2015, and is incorporated herein by reference. Information regarding executive officers of FedEx is included above in Part I of this Annual Report on Form 10-K under the caption “Executive Officers of the Registrant” pursuant to Instruction 3 to Item 401(b) of Regulation S-K and General Instruction G(3) of Form 10-K. Information regarding FedEx’s Code of Business Conduct and Ethics is included above in Part I, Item 1 of this Annual Report on Form 10-K under the caption “Reputation and Responsibility — Governance.”

ITEM 11.EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION

Information regarding director and executive compensation will be presented in FedEx’s definitive proxy statement for its 20122015 annual meeting of stockholders, which will be held on September  24, 2012,28, 2015, and is incorporated herein by reference.

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

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 20122015 annual meeting of stockholders, which will be held on September 24, 2012,28, 2015, and is incorporated herein by reference.

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

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 20122015 annual meeting of stockholders, which will be held on September 24, 2012,28, 2015, and is incorporated herein by reference.

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information regarding the fees for services provided by Ernst & Young LLP during 20122015 and 20112014 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 20122015 annual meeting of stockholders, which will be held on September 24, 2012,28, 2015, and is incorporated herein by reference.

- 33 -


PART IV

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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 16, 201214, 2015 thereon, are listed on pages 3437 through 3538 and presented on pages 7990 through 122141 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 16, 201214, 2015 thereon, is presented on pages 125145 through 126146 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-9E-12 for a list of the exhibits being filed or furnished with or incorporated by reference into this Annual Report on Form 10-K.

- 34 -


SIGNATURES

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

 

 FEDEX CORPORATION
Dated: July 16, 201214, 2015 By: 

/s/ FREDERICK W. SMITH

 
  Frederick W. Smith 
  Chairman, President and 
  Chief Executive Officer 

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

 

Signature

 

Capacity

 

Date

/s/ FREDERICK W. SMITH

Frederick W. Smith

 

Chairman, President and Chief Executive Officer and Director

(Principal Executive Officer)

 July 16, 201214, 2015

Frederick W. Smith

/s/ ALAN B. GRAF, JR.

Alan B. Graf, Jr.

 

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

 July 16, 201214, 2015

Alan B. Graf, Jr.

/s/ JOHN L. MERINO

John L. Merino

 

Corporate Vice President and Principal Accounting Officer

(Principal Accounting Officer)

 July 16, 201214, 2015

John L. Merino

/s/ JAMES L. BARKSDALE *

James L. Barksdale

 

Director

 July 16, 201214, 2015

James L. Barksdale

/s/ JOHN A. EDWARDSON *

Director

July 14, 2015

John A. Edwardson

/s/ MARVIN R. ELLISON *

 

Director

 July 16, 201214, 2015

Marvin R. Ellison

/s/ KIMBERLY A. JABAL *

Director

July 14, 2015

Kimberly A. Jabal

/s/ SHIRLEY ANN JACKSON *

Shirley Ann Jackson

 

Director

 July 16, 2012
14, 2015

/s/ STEVEN R. LORANGER *

Steven R. LorangerShirley Ann Jackson

 

Director

 July 16, 2012

- 35 -


Signature

 

Capacity

 

Date

/s/ GARY W. LOVEMAN *

Gary W. Loveman

 

Director

 July 16, 201214, 2015

Gary W. Loveman

/s/ R. BRAD MARTIN *

R. Brad Martin

 

Director

 July 16, 201214, 2015

R. Brad Martin

/s/ JOSHUA COOPER RAMO *

Joshua Cooper Ramo

 

Director

 July 16, 201214, 2015

Joshua Cooper Ramo

/s/ SUSAN C. SCHWAB *

Susan C. Schwab

 

Director

 July 16, 2012
14, 2015

/s/ JOSHUA I. SMITH *

Joshua I. SmithSusan C. Schwab

 

Director

 July 16, 2012

/s/ DAVID P. STEINER *

David P. Steiner

 

Director

 July 16, 201214, 2015

David P. Steiner

/s/ PAUL S. WALSH *

Paul S. Walsh

 

Director

 July 16, 201214, 2015

Paul S. Walsh

*By:

/s/ /s/ JOHN L. MERINO

  July 16, 201214, 2015

John L. Merino

Attorney-in-Fact

  

Table of Contents- 36 -


FINANCIAL SECTION TABLESECTIONTABLE OF CONTENTS

 

    PAGE  

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

  

Overview of Financial Section

   3639  

Results of Operations

   3741  

NewRecent Accounting Guidance

   4653  

Reportable Segments

   4754  

FedEx Services Segment

   4754  

FedEx Express Segment

   4856  

FedEx Ground Segment

   5261  

FedEx Freight Segment

   5565  

Financial Condition

   5768  

Liquidity

   5768  

Capital Resources

   5870  

Liquidity Outlook

   5970  

Contractual Cash Obligations and Off-Balance Sheet Arrangements

   6172  

Critical Accounting Estimates

   6273  

Retirement Plans

   6273  

Self-Insurance Accruals

   6777  

Long-Lived Assets

   6777  

Contingencies

   6979  

Risk Factors

   7181  

Forward-Looking Statements

   7586  

Consolidated Financial Statements

  

Management’s Report on Internal Control over Financial Reporting

   7788  

Reports of Independent Registered Public Accounting Firm

   7889  

Consolidated Balance Sheets
May 31, 20122015 and 20112014

   8091  

- 37 -


Consolidated Statements of Income
Years Ended May 31, 2012, 20112015, 2014 and 20102013

   8293  

Table of Contents

Consolidated Statements of Comprehensive Income
Years Ended May 31, 2015, 2014 and 2013

   PAGE    94  

Consolidated Statements of Cash Flows
Years Ended May 31, 2012, 20112015, 2014 and 20102013

   8395  

Consolidated Statements of Changes in Stockholders’ Investment and Comprehensive Income (Loss)
Years Ended May  31, 2012, 20112015, 2014 and 20102013

   8496  

Notes to Consolidated Financial Statements

   8597  

Other Financial Information

  

Quantitative and Qualitative Disclosures about Market Risk

   123142  

Selected Financial Data

   124143  

Report of Independent Registered Public Accounting Firm

   125145  

Schedule II – Valuation and Qualifying Accounts

   126146  

Computation of Ratio of Earnings to Fixed Charges

   127147  

- 38 -


MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND

FINANCIAL CONDITION

OVERVIEW OF FINANCIAL SECTION

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

ORGANIZATION OF INFORMATION

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

 

Results of Operationsoperations includes an overview of our consolidated 20122015 results compared to 2011,2014 results, and 20112014 results compared to 2010.2013 results. This section also includes a discussion of key actions and events that impacted our results, as well as our outlook for 2013.2016.

 

The overview is followed by a financial summary and analysis (including a discussion of both historical operating results and our outlook for 2013)2016) for each of our reportable transportation segments.

 

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

 

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

 

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

DESCRIPTION OF BUSINESS

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

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

- 39 -


The key indicators necessary to understand our operating results include:

 

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

 

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

 

the mix of services purchased by our customers;

 

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

 

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

 

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

The majority of our operating expenses are directly impacted by revenue and volume levels. Accordingly, we expect these operating expenses to fluctuate on a year-over-year basis consistent with the changechanges in revenues and volumes. Therefore, the discussion of operating expense captions focuses on the key drivers and trends impacting expenses other than changes in revenues and volume. The line item “Other operating expenses” includes costs predominantly associated with outside service contracts (such as security and facility services), insurance, professional fees, uniforms and advertising.

Except as otherwise specified, references to years indicate our fiscal year ended May 31, 20122015 or ended May 31 of the year referenced and comparisons are to the prior year. References to our transportation segments include, collectively, our FedEx Express, FedEx Ground and FedEx Freight segments.

- 40 -


RESULTS OF OPERATIONS

CONSOLIDATED RESULTS

Retirement Plans Mark-to-Market Adjustment

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

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

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

- 41 -


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

 

                                                                                               
             Percent Change 
    2012(1)  2011(2)  2010   2012/2011  2011/2010 

Revenues

  $42,680    $39,304    $34,734     9    13  

Operating income

   3,186     2,378     1,998     34    19  

Operating margin

   7.5%    6.1%    5.8%      140bp    30bp 

Net income

  $2,032    $1,452    $1,184     40    23  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Diluted earnings per share

  $6.41    $4.57    $3.76     40    22  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
              Percent Change 
     2015  2014  2013    2015/2014      2014/2013   

Consolidated revenues

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

FedEx Express Segment operating income(1)

    1,584    1,428    929    11    54  

FedEx Ground Segment operating income(2)

    2,172    2,021    1,859    7    9  

FedEx Freight Segment operating income(3)

    484    351    246    38    43  

Corporate, eliminations and other(4)

    (2,373  15    1,400    NM    NM  
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Consolidated operating income

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

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

FedEx Express Segment operating margin(1)

    5.8  5.3  3.4  50bp   190bp 

FedEx Ground Segment operating margin(2)

    16.7  17.4  17.6  (70)bp   (20)bp 

FedEx Freight Segment operating margin(3)

    7.8  6.1  4.6  170bp   150bp 

Consolidated operating margin(4)

    3.9  8.4  10.0  (450)bp   (160)bp 

Consolidated net income

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

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Diluted earnings per share

   $3.65   $7.48   $8.55    (51  (13
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

- 42 -


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

FedEx Express segment(1)

  $118  $(50 $156  $499 

FedEx Ground segment(2)

   1,367   1,039   151   162 

FedEx Freight segment(3)

   434   356   133   105 

FedEx Services segment

   9   (44      

Corporate, eliminations and other(4)

   (42  (21  (2,388  (1,385
  

 

 

  

 

 

  

 

 

  

 

 

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

 

 

  

 

 

  

 

 

  

 

 

 

 

(1)

FedEx Express segment 2015 expenses include impairment and related charges of $276 million resulting from the decision to permanently retire and adjust the retirement schedule of certain aircraft and related engines. Operating expenses for 2013 include $405 million of direct and allocated business realignment costs and an impairment charge of $134$100 million resulting from the decision to retire 2410 aircraft and related engines at FedEx Express and the reversal of a $66 million legal reserve associated with the ATA Airlines lawsuit which was initially recorded in 2011.engines.

 

(2)

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 associated with the ATA Airlines lawsuit against FedEx Express.

The following table shows changes in revenues and operating income by reportable segment for 2012 compared to 2011, and 2011 compared to 2010 (dollars in millions):

                                                                                        
  Revenues  Operating Income 
  Dollar Change  Percent Change  Dollar Change  Percent Change 
  2012/2011  2011/2010  2012/2011  2011/2010  2012/2011  2011/2010  2012/2011  2011/2010 

FedEx Express segment(1)

 $    1,934  $    3,026   8   14  $32  $       101   3   9 

FedEx Ground segment

  1,088   1,046   13   14          439   301   33   29 

FedEx Freight segment(2)

  371   590   8   14   337   (22  193   (14

FedEx Services segment

  (13  (86  (1  (5                

Other and eliminations

  (4  (6  NM    NM                  
 

 

 

  

 

 

    

 

 

  

 

 

   
 $3,376  $4,570   9   13  $808  $380   34   19 
 

 

 

  

 

 

    

 

 

  

 

 

   

(1)

FedEx ExpressGround segment 20122013 operating expenses include an impairment charge$105 million 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 associated with the ATA Airlines lawsuit which was initially recorded in 2011.allocated business realignment costs.

 

(2)(3)

FedEx Freight segment 20112013 operating expenses include $133$50 million of direct and allocated business realignment costs.

(4)

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

Overview

Revenues, operating income and operating margins increased in 2012 due to the exceptional performance of our FedEx Ground segment, improved profitability at FedEx Freight and increased yields across all our operating segments, despite moderating global economic conditions. Our results for 20122015 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 impactfourth quarter to increase the legal reserve associated with the settlement of certain charges and credits asa legal matter at FedEx Ground to the amount of the settlement. These items are further described below which favorablyin this MD&A. While these charges significantly impacted our year-over-year results, by $0.15 per diluted share, after considering the effecteach of variable incentive compensation accruals.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 significantly 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 change and when indexed fuel surcharges automatically adjust. We also benefited from a milder winter, as our 2011 results were negatively impacted by unusually severe winter weather.

Our 2012 results include the reversal of a $66 million reserve associated with the ATA Airlines lawsuitaircraft maintenance events at FedEx Express. ThisExpress, and higher incentive compensation accruals, which were not affected by the mark-to-market accounting adoption, the aircraft impairment or the legal reserve was initially recordedadjustment described above.

In 2015, we repurchased an aggregate of $1.3 billion of our common stock through open market purchases. Share repurchases in 2011 when2015 had a loss was deemed probable as$0.14 year-over-year positive impact on earnings per diluted share (net of interest expense on debt used to fund a resultportion of an adverse decisionthe program). See additional information on the share repurchase program in the lawsuit. We reversed this reserve during 2012 when FedEx Express won the appeal of this case and the appeals court overturned the prior ruling (See Note 171 of the accompanying consolidated financial statements). Additionally,statements.

Our revenues for 2014 increased due to improved performance of all our 2012transportation segments. In addition, our 2014 results includebenefited from our voluntary employee severance program and reduced variable incentive compensation, partially offset by the significant negative net impact of fuel, an estimated $70 million year-over-year negative impact of severe weather and one fewer operating day. Our year-over-year earnings comparisons benefited from the inclusion in 2013 results of business realignment costs and an aircraft impairment charge.

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

- 43 -


In 2013, we incurred a noncash pre-tax mark-to-market gain of $1.4 billion from actuarial adjustments to pension and postretirement healthcare plans related to the measurement of plan assets and liabilities, which resulted in a positive impact to our earnings of $2.63 per diluted share. In addition, we recorded business realignment costs of $560 million, primarily related to our voluntary cash buyout program, and we retired from service 10 aircraft and related engines, which resulted in a noncash asset impairment charge of $134 million due to$100 million. These items negatively impacted our 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. The decision to retire these aircraft will better align the U.S. domestic air network capacity of FedEx Express to match current and anticipated shipment volumes. Our 2011 results include one-time costs associated with the combination of our FedEx Freight and FedEx National LTL operations of $133 million, including $89 million of impairment and other charges.

Our results for 2011 reflected the momentum of improved global economic conditions and strong demand for our services, which drove yield growth and volume increases across all our transportation segments, particularly in International Priority (“IP”) package shipments at FedEx Express. Our FedEx Ground segment delivered strong results through increasing volume, yield and operating margins. The FedEx Freight segment returned to profitability in the fourth quarter of 2011, primarily due to higher LTL yield. All of our transportation segments benefited from our yield management initiatives in 2011.

The combination of our FedEx Freight and FedEx National LTL operations was completed in 2011. Our combined LTL network increases efficiencies, reduces operational costs and provides customers both Priority and Economy LTL freight services across all lengths of haul from one integrated company.earnings by $1.31 per diluted share.

- 44 -


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

 

 

(1) 

ExcludesInternational domestic average daily package volume represents our international domesticintra-country express operations.

 

(2)

Package statistics do not include the operations of FedEx SmartPost.

- 45 -


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

 

(1)

Excludes international domestic operations.

(2)

Package statistics do not include the operations of FedEx SmartPost.

Revenue

During 2012, revenuesRevenues increased 9%4% in 2015 due to yield growth acrossimproved performance at all our transportation segments. At FedEx Express,Ground, revenues increased 8%12% in 2012 led by higher U.S. domestic and IP package yields. However, U.S. domestic package and IP package volumes declined due to weakening global economic conditions. Revenues increased 13% during 2012 at our FedEx Ground segment2015 due to higher yieldsvolume from continued growth in both our FedEx Home Delivery service and strong demand for all our major services.commercial business, the inclusion of GENCO Distribution System, Inc. (“GENCO”) results from the date of acquisition and increased yields. At FedEx Freight, revenues increased 8% during 2012in 2015 primarily due to higher LTL yield as a result of higheraverage daily shipments and revenue per shipment. Revenues at FedEx Express were flat during 2015 due to U.S. domestic and international package volume growth, which were offset by lower fuel surcharges and yield management programs, despite a decrease in volume.the negative impact of exchange rates.

Revenues increased 13% during 2011 due to yield increases and volume growth across all our transportation segments. Yields improved3% in 2014, primarily due to higher fuel surchargesvolumes at FedEx Ground and increased base rates underFedEx Freight and yield increases at FedEx Ground. Revenues at all of our yield improvement programs.transportation segments in 2014 were negatively impacted by one fewer operating day and unusually severe weather. At FedEx Express, revenues increased 14% in 2011 led by IP volume growth in Asia, as well as U.S. domestic and IP package yield increases. At theour FedEx Ground segment, revenues increased 14%10% in 20112014 due to continuedhigher volume growth driven byfrom market share gains and yield growthincreased yields as a result of rate increases. Revenues at both FedEx Ground and FedEx SmartPost. At FedEx Freight yield increasesincreased 7% during 2014 primarily due to our yield management programs and higher LTL fuel surcharges, and higher average daily LTL volumes ledshipments and revenue per LTL shipment. At FedEx Express, revenues were flat as lower fuel surcharges and lower freight revenue were offset by revenue growth in our base U.S. and international export package business and growth in our freight-forwarding business at FedEx Trade Networks. The demand shift from our priority international services to a 14% increase in revenues in 2011.our economy international services dampened revenue growth at FedEx Express.

- 46 -


Retirement Plans MTM Adjustments

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

Business Realignment, Impairment and Other Charges

In May 2012,2015, we made the decision to retire from service 18 Airbus A310-200seven Boeing MD11 aircraft and 2612 related engines, as well as sixfour Airbus A310-300 aircraft and three related engines, three Airbus A300-600 aircraft and three related engines and one Boeing MD10-10 aircraft and 17three related engines and related parts, and adjusted the retirement schedule of an additional 23 aircraft and 57 engines. As a consequence of this decision, a noncash impairment chargeand related charges of $134$276 million ($84175 million, net of tax, or $0.26$0.61 per diluted share), of which $246 million was noncash, were recorded in the fourth quarter. The decision to permanently retire these aircraft and engines aligns with FedEx Express’s plans to rationalize capacity and modernize its aircraft fleet to more effectively serve its customers. These combined changes will not have a material impact on our near-term depreciation expense.

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

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

Legal Reserve Increase

On June 12, 2015, we announced an agreement in principle with the plaintiffs in the FedEx Ground independent contractor litigation that is pending in the United States District Court for the Northern District of California to settle the matter for $228 million. The settlement agreement has been filed with the court for approval. The settlement resolves claims dating back to 2000 that concern a model that FedEx Ground no longer operates. As a consequence, a charge of $197 million ($133 million, net of tax, or $0.46 per diluted share) was recorded in the fourth quarter. The decisionquarter of 2015 to retire these aircraft,increase the majority of which were temporarily idled and not in revenue service, will better align the U.S. domestic air network capacity of FedEx Express to match current and anticipated shipment volumes.

In 2011, we incurred impairment and other charges of $89 million relatedreserve for this matter to the combinationamount of the settlement. The charge is included in the caption “Other” in our LTL operations at FedEx Freight. In 2010, we recorded a chargeconsolidated statements of $18 million forincome. For further information see Note 18 of the impairment of goodwill related to the FedEx National LTL acquisition, eliminating the remaining goodwill attributable to this reporting unit.accompanying consolidated financial statements.

Operating IncomeExpenses

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

 

  2012 2011 2010       2015         2014           2013     

Operating expenses:

         

Salaries and employee benefits

  $        16,099   $        15,276   $        14,027    $17,110  $16,171   $16,055 

Purchased transportation

   6,335    5,674    4,728     8,483   8,011    7,272 

Rentals and landing fees

   2,487    2,462    2,359     2,682   2,622    2,521 

Depreciation and amortization

   2,113    1,973    1,958     2,611   2,587    2,386 

Fuel

   4,956    4,151    3,106     3,720   4,557    4,746 

Maintenance and repairs

   1,980    1,979    1,715     2,099   1,862    1,909 

Impairment and other charges

   134(1)   89(2)   18  

Other(3)

   5,390    5,322    4,825  

Business realignment, impairment and other charges

   276(1)       660(2) 

Retirement plans mark-to-market adjustment

   2,190   15    (1,368

Other

   6,415(3)   5,927    5,672 
  

 

  

 

  

 

   

 

  

 

   

 

 

Total operating expenses

  $39,494   $36,926   $32,736    $45,586  $41,752   $39,853 
  

 

  

 

  

 

   

 

  

 

   

 

 

- 47 -


   Percent of Revenue 
     2015      2014      2013   

Operating expenses:

    

Salaries and employee benefits

   36.1  35.5  36.3

Purchased transportation

   17.9   17.6   16.4  

Rentals and landing fees

   5.7   5.7   5.7  

Depreciation and amortization

   5.5   5.7   5.4  

Fuel

   7.8   10.0   10.7  

Maintenance and repairs

   4.4   4.1   4.3  

Business realignment, impairment and other charges

   0.6(1)      1.5(2) 

Retirement plans mark-to-market adjustment

   4.6      (3.1

Other

   13.5(3)   13.0   12.8  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   96.1   91.6   90.0  
  

 

 

  

 

 

  

 

 

 

Operating margin

   3.9  8.4  10.0
  

 

 

  

 

 

  

 

 

 

 

(1) 

RepresentsIncludes charges resulting from the decision to permanently retire 24and adjust the retirement schedule of certain aircraft and related engines at FedEx Express.

 

(2) 

Represents chargesIncludes predominantly severance costs associated with the combination of our FedEx Freightvoluntary buyout program and FedEx National LTL operations, effective January 30, 2011.

(3)

Includes the 2012 reversal of a $66 million legal reserve associated with the ATA Airlines lawsuit which was initially recorded in 2011 (See Note 17 of the accompanying consolidated financial statements).

    Percent of Revenue 
   2012  2011  2010 

Operating expenses:

    

Salaries and employee benefits

               37.7              38.9              40.4

Purchased transportation

   14.9    14.4    13.6  

Rentals and landing fees

   5.8    6.3    6.8  

Depreciation and amortization

   5.0    5.0    5.6  

Fuel

   11.6    10.6    8.9  

Maintenance and repairs

   4.6    5.0    4.9  

Impairment and other charges

   0.3(1)   0.2(2)   0.1  

Other(3)

   12.6    13.5    13.9  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   92.5    93.9    94.2  
  

 

 

  

 

 

  

 

 

 

Operating margin

   7.5%    6.1%    5.8
  

 

 

  

 

 

  

 

 

 

(1)

Represents charges resulting from the decision to retire 2410 aircraft and related engines at FedEx Express.

 

(2)

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

(3) 

Includes a $197 million charge in the 2012 reversal of a $66 millionfourth quarter to increase the legal reserve associated with the ATA Airlines lawsuit which was initially recorded in 2011 (See Note 17settlement of a legal matter at FedEx Ground to the amount of the accompanying consolidated financial statements).settlement.

Our 2012 operating income increased 34%expenses for 2015 include a $2.2 billion loss ($1.4 billion, net of tax) associated with our mark-to-market pension accounting as described above. In addition, we recorded charges of $276 million ($175 million, net of tax) associated with the decision to permanently retire and operating margin increased 140 basis points driven by higher yields across all our transportation segments dueadjust 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 higher fuel surcharges and our yield management programs. Our results also significantly benefited in 2012 fromincrease the timing lag that exists between when fuel prices change and when indexed fuel surcharges automatically adjust.reserve associated with the settlement of an independent contractor proceeding at FedEx Ground segmentto the amount of the settlement. The settlement is further discussed in this MD&A and Note 18 of the accompanying consolidated financial statements. Our 2015 operating incomeexpenses also 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. Additionally, our year-over-year comparisons were favorably impacted by several items as described above in the “Overview” section.

Salaries and benefits increased 5% in 2012 primarily due to volume-related growth in salaries and employee benefits and purchased transportation expenses, higher maintenance and repairs expense and higher incentive compensation costsaccruals. However, operating margin benefited from revenue growth, our profit improvement program, which we commenced in 2013, the net impact of fuel (as further described below) and a lower year-over-year impact from severe winter weather.

Operating expenses included an increase in salaries and employee benefits expense of 6% in 2015 due to the timing of merit increases for many of our employees at FedEx Express, additional staffing to support volume growth and higher incentive compensation accruals. These factors were partially offset by the positive impact of our voluntary buyout program. Other expenses were driven 8% higher in 2015 due to the legal reserve increase discussed above and the full reinstatementinclusion of 401(k) company-matching contributions effective January 1, 2011.GENCO results. Purchased transportation costs increased 12%6% in 20122015 due to volume growth and higher fuel surchargesservice provider rates at FedEx Ground and volume growth, higher utilization and higher service provider rates at FedEx Freight. The timing of aircraft maintenance events at FedEx Express primarily drove an increase in maintenance and repairs expense of 13% in 2015.

Our 2014 operating expenses grew due to the volume-related growth and higher utilization of third-party providers in purchased transportation expense, higher depreciation and amortization expense due to the accelerated depreciation on certain aircraft at FedEx Express (as further described below) and the year-over-year impact of unusually severe weather. These factors were partially offset by the inclusion in 2013 of costs associated with the expansion of our freight forwarding business realignment program, an aircraft impairment charge, as well as lower fuel expense, one fewer operating day and lower maintenance and repairs expense.

Purchased transportation costs increased 10% in 2014 due to volume growth at FedEx Trade Networks andGround, higher utilization of third-party transportation providers in international locations primarily due toat FedEx Express, including recent business acquisitions at FedEx Express.Express, higher utilization of third-party transportation providers at FedEx Freight and the expansion of our freight-forwarding business at FedEx Trade Networks.

- 48 -


Depreciation and amortization expense increased 8% in 2014 primarily due to accelerated depreciation on certain aircraft scheduled for retirement, and aircraft placed in service at FedEx Express ($74 million). Salaries and employee benefits expense in 2014 increased 1% due to the benefits from our voluntary employee buyout program, lower pension expense, the delayed timing or absence of merit increases for many of our employees and reduced variable incentive compensation. Maintenance and repairs decreased 2% in 2014 due to network adjustments at FedEx Express and the continued modernization of our aircraft fleet, which impacted the timing of certain maintenance events.

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 increased 19%decreased 18% during 20122015 primarily due to price increases. Ourlower aircraft fuel prices. However, fuel prices represent only one component of the two factors we consider meaningful in understanding the impact of fuel on our business. Consideration must also be given to the fuel surcharge revenue we collect. Accordingly, we believe discussion of the net impact of fuel on our results, which is a comparison of the year-over-year change in these two factors, is important to understand the impact of fuel on our business. In order to provide information about the impact of fuel surcharges which are more fully describedon the trend in revenue and yield growth, we have included the comparative weighted-average fuel surcharge percentages in effect for 2015, 2014 and 2013 in the “Quantitative and Qualitative Disclosures About Market Risk” sectionaccompanying discussions of this MD&A, have a timing lag and are designedeach of our transportation segments.

The index used to pass throughdetermine the price of fuel not included insurcharge percentage for our base shipping rates toFedEx Freight business adjusts weekly, while our customers. Based on a static analysis of the impact to operating income of year-over-year changes in fuel prices compared changes in fuel surcharges fuel surcharges significantly exceeded incremental fuel costs in 2012. If fuel prices remain at current levels, that effect is expected to reverse in 2013.

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

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

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

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

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

The net impact of fuel on our operating results does not consider the negative effects that fuel surcharge levels may have on our business, including reducedchanges in demand and shifts in the mix of services purchased by our customers to lower-yielding services.customers. While fluctuations in fuel surcharge ratespercentages can be significant from period to period, fuel surcharges represent one of the many individual components of our pricing structure that impact our overall revenue and yield. Additional components include the mix of services sold, the base price and extra service charges we obtain for these services and the level of pricing discounts offered. In order to provide information about the impact of fuel surcharges on the trend in revenue and yield growth, we have included the comparative fuel surcharge rates in effect for 2012, 2011 and 2010 in the accompanying discussions of each of our transportation segments.

In 2011, operating income increased 19%Fuel expense decreased 4% during 2014 primarily due to yield and volume increases across all our transportation segments. Higher compensation and benefits, including retirement plans and medical costs, and increased maintenance and repairs expenses had a negative impact on our performance for 2011. Costs related to the combination of our FedEx Freight and FedEx National LTL operations also negatively impacted our 2011 results by $133 million. Unusually severe weather in the second half of 2011 caused widespread disruptions to our networks, which led to lost revenues and drove higher purchased transportation, salaries and wages and other operational costs. Additionally, a $66 million reserve associated with an adverse jury decision in the ATA Airlines lawsuit against FedEx Express was recognized in 2011.

Salaries and employee benefits increased 9% in 2011 due to the reinstatement of merit salary increases, increases in pension and medical costs and the reinstatement of full 401(k) company-matching contributions effective January 1, 2011. Purchased transportation increased 20% in 2011 due to volume growth, higher fuel surcharges and higher rates paid to our independent contractors at FedEx Ground, as well as costs associated with the expansion of our freight forwarding business at FedEx Trade Networks. Maintenance and repairs expense increased 15% in 2011 primarily due to an increase in maintenance events, as a result of timing, and higher utilization of our fleet driven by increased volumes. Other operating expense increased 10% primarily due to volume- and weather-related expenses.

Fuel expense increased 34% during 2011 primarily due to increases in thelower average price per gallon of jet fuel and lower aircraft fuel consumption driven by volume increases. Based on a static analysis of theusage. The net impact of year-over-year changes in fuel prices compared to year-over-year changes in fuel surcharges, fuel had a positivesignificant negative impact on operating income in 2011, predominantly at FedEx Express.2014. This was driven by decreased fuel surcharge revenue during 2014 versus prior year, which was slightly offset by the year-over-year decrease in fuel prices.

Other Income andInterest Expense

Interest expense decreased $34increased $75 million in 20122015 primarily due to increased interest expense from our January 2015 debt maturities, an increase in capitalized interest related to the timing of progress payments on aircraft purchasesoffering and lower financing fees.2014 debt issuances. Interest expense increased $7$78 million in 20112014 primarily due to increased interest expense from our January 2014 debt offering, 2013 debt issuances and a decreasereduction in capitalized interest related to timing of construction projects and progress payments on aircraft purchases.interest.

Income Taxes

Our effective tax rate was 35.3%35.5% in 2012, 35.9%2015, 36.5% in 20112014 and 37.5%37.4% in 2010. Our 20122013. Due to its effect on income before income taxes, the adoption of MTM accounting reduced our 2015 effective tax rate was lower thanby 80 basis points and increased our 2011 rate primarily due to favorable audit developments. The 2011 rate was lower than our 2010 rate primarily due to increased permanently reinvested foreign earningseffective tax rates by 20 basis points in 2014 and a lower state rate driven by favorable audit and legislative developments.100 basis points in 2013. Our permanent reinvestment strategy with respect to unremitted earnings of our foreign subsidiaries provided a 1.3% benefit of approximately $48 million to our 2012 effective tax rate.2015 provision for income taxes. Our totalcumulative permanently reinvested foreign earnings were $1.0$1.9 billion at the end of 20122015 and $640 million$1.6 billion at the end of 2011.2014.

Our current federal income tax expenses in 2012, 2011 and 2010 were significantly reduced by accelerated depreciation deductions we claimed under provisions of the Tax Relief and the Small Business Jobs Acts of 2010, the American Recovery and Reinvestment Tax Act of 2009, and the Economic Stimulus Act of 2008. Those Acts, designed to stimulate new business investment in the U.S., accelerated our depreciation deductions for new qualifying investments, such as our new Boeing 777 Freighter (“B777F”) aircraft. These are timing benefits only, in that the depreciation would have otherwise been recognized in later years.

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

   2012  2011   2010 

Current

  $(120 $79   $36 

Deferred

   947   485    408 
  

 

 

  

 

 

   

 

 

 

Total Federal Provision

  $         827  $         564   $         444 
  

 

 

  

 

 

   

 

 

 

For 2013,2016, we expect our effective tax rate to be between 36.0% and 37.0% and 38.0%.prior to any year-end MTM adjustment. The actual rate, however, will depend on a number of factors, including the amount and source of operating income. We also expect our current federal income tax expense will increase in 2013, possibly significantly, due to lower accelerated depreciation benefits than in prior years.and the impact of the MTM adjustment.

Additional information on income taxes, including our effective tax rate reconciliation, and liabilities for uncertain tax positions and our global tax profile can be found in Note 1112 of the accompanying consolidated financial statements.

Business Acquisitions

During 2012,On April 6, 2015, we continuedentered into a conditional agreement to acquire TNT Express N.V. (“TNT Express”) for €4.4 billion (currently, approximately $4.9 billion). This combination is expected to expand our global portfolio, particularly in Europe, lower our costs to serve our European markets by increasing density in our pickup-and-delivery operations and accelerate our global growth. This acquisition is expected to be completed in the first half of calendar year 2016. The closing of the acquisition is subject to customary conditions, including obtaining all necessary approvals and competition clearances. We expect to secure all relevant competition approvals.

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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 Express international network. On July 25, 2011,Ground segment from the date of acquisition.

In addition, on December 16, 2014, we completed our acquisition of Servicios Nacionales Mupa, S.A. de C.V. (MultiPack)acquired Bongo International, LLC (“Bongo”), a Mexican domestic express package delivery company,leader in cross-border enablement technologies and solutions, for $128$42 million in cash from operations. Last year, 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 on February 22, 2011. The financial results of these acquired businessesthis business are included in the FedEx Express segment from the date of acquisition.

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

In 2013, we completed our acquisitions of Rapidão Cometa Logística e Transporte S.A., a Brazilian transportation and logistics company, for $398 million; TATEX, a French express transportation company, for $55 million; and Opek Sp. z o.o., a Polish domestic express package delivery company, for $54 million. The financial results of these businesses are included in the FedEx Express segment from their respective date of acquisition.

The financial results of these acquired businesses were not material, individually or in the aggregate, to our results of operations orand therefore, pro forma financial condition. Substantially allinformation has not been presented.

Profit Improvement Programs

During 2013, we announced profit improvement programs primarily through initiatives at FedEx Express and FedEx Services targeting annual profitability improvement of $1.6 billion at FedEx Express. Our plans position FedEx Express to exit 2016 with a run rate of $1.6 billion in additional operating profit from the then 2013 base business. Our ability to achieve the profit improvement target and other benefits from these programs is dependent upon a number of factors, including the health of the purchase price was allocated to goodwill, which was entirely attributed toglobal economy and future customer demand.

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

Subsequent to year-end,During 2014, we completed a program to offer voluntary cash buyouts to eligible U.S.-based employees in certain staff functions. As a result of this program, approximately 3,600 employees left the following acquisitions:

Opek Sp. z o.o., a Polish domestic express package delivery company, for $54company. We recognized costs of $560 million ($353 million, net of tax, or $1.11 per diluted share) during 2013, which were related primarily to severance when eligible employees accepted their offers. Payments under this program were made at the time of departure and totaled approximately $300 million in cash from operations on June 13, 2012

TATEX, a French express transportation company, for $552014 and $180 million in cash from operations on July 3, 20122013.

Rapidão Cometa Logística e Transportes S.A., a Brazilian transportation and logistics company, for $398 million in cash from operations on July 4, 2012

Based on the timingThe cost of the completion of these acquisitions in relation to the date of issuance of the financial statements, the initial purchase price accounting was not completed for these acquisitions. The financial results of these acquired businesses will beprogram is included in the FedEx Express segment from the datecaption “Business realignment, impairment and other charges” in our consolidated statements of acquisition and will be immaterialincome. Also included in that caption are other external costs directly attributable to our 2013 results. These acquisitions will give us more robust transportation networks within these countriesbusiness realignment activities, such as professional fees. See Note 1 of the accompanying consolidated financial statements for further discussion of the voluntary employee severance program.

In addition, see the “Long-lived Assets” section of our “Critical Accounting Estimates” for a discussion of fleet modernization actions taken in 2015 and added capabilities in these important global markets.2013.

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Outlook

We anticipate revenue and earnings growth in 2013 despite only modest2016, prior to any year-end MTM adjustment, driven by continued improvements in the performance of all of our transportation segments, including the continued execution of the profit improvement programs noted above. We expect continued moderate global economic growth to drive volume and yield improvements. Our expectations for earnings growth in the global economy. We believe U.S. domestic2016 are dependent on key external factors, including fuel prices and global economic conditions will be impacted byconditions. Our outlook for 2016 does not contemplate any impact from our announced intent to acquire TNT Express, such as integration planning or transaction costs or the European debt crisis, slowing growth in Asia, andoperating activities of TNT Express if the uncertainty these issues create on the global economy and the demand for our services. These weaker global economic conditions have driven a shift by our customers from premium services to our deferred services, and we expect that trend to continue in 2013.

Our anticipated earnings growth in 2013transaction is predicated on continued improvement in profitability at our FedEx Freight segment from yield growth and efficiency improvements and the sustained strong performance of our FedEx Ground segment. International revenue growth and network efficiency improvements at FedEx Express should also contribute to our earnings growth in 2013. However, significant cost headwinds in pension expense will hamper earnings growth in 2013 as a historically low discount rate at our May 31, 2012 measurement date will increase these costs by approximately $150 million.

During 2013, we will continue to evaluate actions and opportunities to reduce costs, improve efficiencies and adjust our networks to match anticipated demand. Initial actions were taken in 2012, as we made the decision to retire 24 aircraft and related engines at FedEx Express to better align the U.S. domestic air network capacity to match current and anticipated shipment volumes. In addition, we remain focused on modernizing our aircraft fleet at FedEx Express by adding newer aircraft that are more reliable, fuel efficient and technologically advanced, and retiring older, less-efficient aircraft. As a result of these efforts, FedEx Express is shortening the depreciable lives of the following aircraft and related engines: 31 additional Boeing MD10-10s, 18 additional Airbus A310s, four Boeing 727s (“B727”) and one Boeing MD10-30. This will accelerate the retirement of these aircraft to align with the delivery schedule for replacement Boeing 767-300 Freighter (“B767F”) and Boeing 757-200 (“B757”) aircraft. The accelerated depreciation on these aircraft is expected to total $69 million in 2013, with a partial offset from the avoidance of depreciation related to the aircraft retirements (described in the “Impairment and Other Charges” section above). FedEx Express is also developing an operating and cost structure plan during 2013 to further improve its operational efficiency.consummated.

Our capital expenditures for 20132016 are expected to decrease to approximately $3.9approximate $4.6 billion with fewerfor continued expansion of the FedEx Ground network and additional aircraft deliveries in 2013.2016 to support our fleet modernization program at FedEx 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. On June 29, 2012, FedEx Express entered into a supplemental agreement to purchase nine additional B767F aircraft, exercised ten B767F options available under the December 2011 agreement and purchased the right to 15 additional options. In conjunction with the supplemental agreement to purchase B767F aircraft, FedEx Express converted four B777F aircraft deliveries to equivalent purchase value for B767F aircraft purchased under the supplemental agreement. For additional details on key 20132016 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 1718 of the accompanying consolidated financial statements, and the “Independent Contractor Matters” section of our FedEx Ground segment MD&A, we are involved in a number of lawsuits and other proceedings that challenge the status of FedEx Ground’s owner-operators as independent contractors. FedEx Ground anticipates continuing changes to its relationships with its contractors. Theowner-operators. As previously announced, FedEx Ground reached an agreement, which is subject to court approval, to settle an independent contractor case in California, and we accrued a related charge in the fourth quarter of 2015. Additionally, during the first quarter of 2015, we established an accrual for the estimated probable loss in the Oregon cases that was required to be recognized pursuant to applicable accounting standards. With respect to the matters that are pending outside of California and Oregon, the nature, timing and amount of any changes are dependent on the outcome of numerous future events. We cannot reasonably estimate the potential impact of any such changes or a meaningful range of potential outcomes, although they could be material. However, we do not believe that any such changes will impair our ability to operate and profitably grow our FedEx Ground business. See Note 18 of the accompanying consolidated financial statements for additional information.

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

Seasonality of Business

Our businesses are cyclical in nature, as seasonal fluctuations affect volumes, revenues and earnings. Historically, the U.S. express package business experiences an increase in volumes in late November and December. International business, particularly in the Asia-to-U.S. market, peaks in October and November in advance of the U.S. holiday sales season. Our first and third fiscal quarters, because they are summer vacation and post winter-holiday seasons, have historically experienced lower volumes relative to other periods. Normally, the fall is the busiest shipping period for FedEx Ground, while late December, June and July are the slowest periods. For FedEx Freight, the spring and fall are the busiest periods and the latter part of December January andthrough February areis the slowest periods.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.

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NEWRECENT ACCOUNTING GUIDANCE

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

During our fiscal year,On June 1, 2013, we adopted the authoritative guidance issued by the Financial Accounting Standards Board issued new guidance to make the presentation(“FASB”) requiring additional information about reclassification adjustments out of items withinaccumulated other comprehensive income, (“OCI”) more prominent.including changes in accumulated other comprehensive income balances by component and significant items reclassified out of accumulated other comprehensive income. We have adopted this guidance by including expanded accumulated other comprehensive income disclosure requirements in Note 9 of our consolidated financial statements.

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 accounting principles generally accepted 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 standardguidance establishes a five-step approach for the recognition of revenue. Based on our preliminary assessment, we do not anticipate that the new guidance will require companies to present items of net income, items of OCI and total comprehensive income in one continuous statementfundamentally change our revenue recognition policies, practices or two separate consecutive statements, and companies will no longer be allowed to present items of OCI in the statement of stockholders’ equity. This new standard is effective for our fiscal year ending May 31, 2013.systems.

We believe there isthat no additionalother new accounting guidance was adopted but not yet effectiveor issued during 2015 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.

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REPORTABLE SEGMENTS

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

 

FedEx Express Segment  

FedEx Express (express transportation)

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

FedEx SupplyChain Systems (logistics services)

Bongo (cross-border enablement technology and solutions)

FedEx Ground Segment  

FedEx Ground (small-package ground delivery)

FedEx SmartPost (small-parcel consolidator)

GENCO (third-party logistics)

FedEx Freight Segment  

FedEx Freight (LTL freight transportation)

FedEx Custom Critical (time-critical transportation)

FedEx Services Segment  

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

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

FedEx Office (document and business services and package acceptance)

FEDEX SERVICES SEGMENT

The operating expenses line item “Intercompany charges” on the accompanying consolidated financial statements of our transportation segments reflects the allocations from the FedEx Services segment operates combined sales, marketing, administrative and information technology functions in sharedto the respective transportation segments. The allocations of net operating costs are based on metrics such as relative revenues or estimated services operations that support our transportation businesses and allow us to obtain synergies from the combination of these functions. For the international regions of FedEx Express, some of these functions are performed on a regional basis by FedEx Express and reported in the FedEx Express segment in expense line items outside of intercompany charges. 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.

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

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

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

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

OTHER INTERSEGMENT TRANSACTIONS

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

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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 31:31, and amounts have been recast to conform to the current year presentation reflecting the pension accounting changes and allocation of corporate headquarters costs further discussed in this MD&A and Note 1, Note 13 and Note 14 of the accompanying consolidated financial statements:

 

       Percent Change         Percent Change 
 2012 2011 2010   2012/2011     2011/2010     2015 2014 2013 2015/2014 2014/2013 

Revenues:

           

Package:

           

U.S. overnight box

 $6,546   $6,128   $5,602    7    9    $6,704  $6,555  $6,513   2    1  

U.S. overnight envelope

  1,747    1,736    1,640    1    6     1,629   1,636   1,705       (4

U.S. deferred

  3,001    2,805    2,589    7    8     3,342   3,188   3,020   5    6  
 

 

  

 

  

 

     

 

  

 

  

 

   

Total U.S. domestic package revenue

  11,294    10,669    9,831    6    9     11,675   11,379   11,238   3    1  

International priority(1)

  8,708    8,228    7,087    6    16  

International domestic(2)

  853    653    578    31    13  

International priority

   6,251   6,451   6,586   (3  (2

International economy

   2,301   2,229   2,046   3    9  
  

 

  

 

  

 

   

Total international export package revenue

   8,552   8,680   8,632   (1  1  

International domestic(1)

   1,406   1,446   1,398   (3  3  
 

 

  

 

  

 

     

 

  

 

  

 

   

Total package revenue

  20,855    19,550    17,496    7    12     21,633   21,505   21,268   1    1  

Freight:

           

U.S.

  2,498    2,188    1,980    14    11     2,300   2,355   2,562   (2  (8

International priority(1)

  1,827    1,722    1,303    6    32  

International priority

   1,588   1,594   1,678       (5

International airfreight

  307    283    251    8    13     180   205   276   (12  (26
 

 

  

 

  

 

     

 

  

 

  

 

   

Total freight revenue

  4,632    4,193    3,534    10    19     4,068   4,154   4,516   (2  (8

Other(3)

  1,028    838    525    23    60  

Other(2)

   1,538   1,462   1,387   5    5  
 

 

  

 

  

 

     

 

  

 

  

 

   

Total revenues

  26,515    24,581    21,555    8    14     27,239   27,121   27,171         

Operating expenses:

           

Salaries and employee benefits

  9,657    9,183    8,402    5    9     10,104   9,797   9,835   3      

Purchased transportation

  1,828    1,573    1,177    16    34     2,544   2,511   2,331   1    8  

Rentals and landing fees

  1,680    1,672    1,577        6     1,693   1,705   1,684   (1  1  

Depreciation and amortization

  1,169    1,059    1,016    10    4     1,460   1,488   1,350   (2  10  

Fuel

  4,304    3,553    2,651    21    34     3,199   3,943   4,130   (19  (5

Maintenance and repairs

  1,332    1,353    1,131    (2  20     1,357   1,182   1,244   15    (5

Impairment and other charges(4)

  134            NM      

Intercompany charges

  2,193    2,043    1,940    7    5  

Other(5)

  2,958    2,917    2,534    1    15  

Business realignment, impairment and other charges(3)

   276      243   NM    NM  

Intercompany charges(4)

   1,842   1,888   2,215   (2  (15

Other

   3,180   3,179   3,210       (1
 

 

  

 

  

 

     

 

  

 

  

 

   

Total operating expenses

          25,255            23,353            20,428    8    14     25,655   25,693   26,242       (2
 

 

  

 

  

 

     

 

  

 

  

 

   

Operating income

 $1,260   $1,228   $1,127    3    9    $1,584  $1,428  $929   11    54  
 

 

  

 

  

 

     

 

  

 

  

 

   

Operating margin

  4.8  5.0  5.2  (20)bp   (20)bp    5.8  5.3  3.4  50bp   190bp 

- 56 -


   Percent of Revenue 
     2015      2014      2013   

Operating expenses:

    

Salaries and employee benefits

   37.1  36.1  36.2

Purchased transportation

   9.3    9.3   8.6 

Rentals and landing fees

   6.2    6.3   6.2 

Depreciation and amortization

   5.4    5.5   5.0 

Fuel

   11.7    14.5   15.2 

Maintenance and repairs

   5.0    4.4   4.6 

Business realignment, impairment and other charges(3)

   1.0       0.9 

Intercompany charges(4)

   6.8    6.9   8.1 

Other

   11.7    11.7   11.8 
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   94.2    94.7   96.6 
  

 

 

  

 

 

  

 

 

 

Operating margin

   5.8  5.3  3.4
  

 

 

  

 

 

  

 

 

 

 

(1)

International priority includes FedEx International Priority and FedEx International Economy services.domestic revenues represent our international intra-country express operations.

 

(2)

International domestic revenues include our international intra-country domestic express operations, including acquisitions in India (February 2011)Includes FedEx Trade Networks, FedEx SupplyChain Systems and Mexico (July 2011).Bongo.

 

(3) 

Other revenues include FedEx Trade Networks2015 includes $276 million of impairment and beginning inrelated charges resulting from the second quarterdecision to permanently retire and adjust the retirement schedule of 2010, FedEx SupplyChain Systems.certain aircraft and related engines. 2013 includes $143 million of predominantly severance costs associated with our voluntary buyout program and a $100 million impairment charge resulting from the decision to retire 10 aircraft and related engines.

 

(4) 

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

(5)

Includes the 2012 reversalallocations of a $66$262 million legal reserve associated with the ATA Airlines lawsuit which was initially recorded in 2011 (See Note 17 of the accompanying consolidated financial statements).2013 for business realignment costs.

   Percent of Revenue 
   2012  2011  2010 

Operating expenses:

    

Salaries and employee benefits

               36.4              37.4              39.0

Purchased transportation

   6.9    6.4    5.5  

Rentals and landing fees

   6.3    6.8    7.3  

Depreciation and amortization

   4.4    4.3    4.7  

Fuel

   16.2    14.4    12.3  

Maintenance and repairs

   5.0    5.5    5.2  

Impairment and other charges(1)

   0.5          

Intercompany charges

   8.3    8.3    9.0  

Other(2)

   11.2    11.9    11.8  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   95.2    95.0    94.8  
  

 

 

  

 

 

  

 

 

 

Operating margin

   4.8  5.0  5.2
  

 

 

  

 

 

  

 

 

 

- 57 -

(1)

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

(2)

Includes the 2012 reversal of a $66 million legal reserve associated with the ATA Airlines lawsuit which was initially recorded in 2011 (See Note 17 of the accompanying consolidated financial statements).


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

 

       Percent Change               Percent Change 
 2012 2011 2010   2012/2011     2011/2010     2015   2014   2013   2015/2014 2014/2013 

Package Statistics(1)

              

Average daily package volume (ADV):

              

U.S. overnight box

  1,146   1,184   1,157   (3  2    1,240    1,164    1,134    7   3 

U.S. overnight envelope

  586   627   614   (7  2    527    538    574    (2  (6

U.S. deferred

  845   873   867   (3  1    916    869    835    5   4 
 

 

  

 

  

 

     

 

   

 

   

 

    

Total U.S. domestic ADV

  2,577   2,684   2,638   (4  2    2,683    2,571    2,543    4   1 

International priority(2)

  559   575   523   (3  10 

International domestic(3)

  495   348   318   42   9 

International priority

   410    410    421       (3

International economy

   176    170    155    4   10 
  

 

   

 

   

 

    

Total international export ADV

   586    580    576    1   1 

International domestic(2)

   853    819    785    4   4 
 

 

  

 

  

 

     

 

   

 

   

 

    

Total ADV

  3,631   3,607   3,479   1   4    4,122    3,970    3,904    4   2 
 

 

  

 

  

 

     

 

   

 

   

 

    

Revenue per package (yield):

              

U.S. overnight box

 $22.31  $20.29  $19.00   10   7   $21.29   $22.18   $22.52    (4  (2

U.S. overnight envelope

  11.65   10.86   10.47   7   4    12.15    11.97    11.66    2   3 

U.S. deferred

  13.87   12.60   11.70   10   8    14.36    14.44    14.18    (1  2 

U.S. domestic composite

  17.12   15.59   14.61   10   7    17.13    17.42    17.33    (2  1 

International priority(2)

  60.83   56.08   53.10   8   6 

International domestic(3)

  6.74   7.38   7.14   (9  3 

International priority

   60.05    61.88    61.28    (3  1 

International economy

   51.54    51.75    51.77        

International export composite

   57.50    58.92    58.72    (2   

International domestic(2)

   6.49    6.95    6.99    (7  (1

Composite package yield

  22.44   21.25   19.72   6   8    20.66    21.32    21.36    (3   

Freight Statistics(1)

              

Average daily freight pounds:

              

U.S.

  7,487   7,340   7,141   2   3    7,833    7,854    7,612       3 

International priority(2)

  3,303   3,184   2,544   4   25 

International priority

   2,887    2,922    3,048    (1  (4

International airfreight

  1,171   1,235   1,222   (5  1    684    798    1,066    (14  (25
 

 

  

 

  

 

     

 

   

 

   

 

    

Total average daily freight pounds

          11,961           11,759           10,907   2   8    11,404    11,574    11,726    (1  (1
 

 

  

 

  

 

     

 

   

 

   

 

    

Revenue per pound (yield):

              

U.S.

 $1.30  $1.17  $1.09   11   7   $1.16   $1.18   $1.32    (2  (11

International priority(2)

  2.16   2.12   2.01   2   5 

International priority

   2.17    2.15    2.16    1    

International airfreight

  1.02   0.90   0.81   13   11    1.04    1.01    1.01    3    

Composite freight yield

  1.51   1.40   1.27   8   10    1.40    1.41    1.51    (1  (7

 

(1)

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

 

(2)

International priority includes FedEx International Priority and FedEx International Economy services.

(3)

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

FedEx Express Segment Revenues

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

U.S. domestic volumes increased 8%4% in 2012 primarily2015 driven by both our overnight box and deferred service offerings. U.S. domestic yields decreased 2% in 2015 due to an increase in U.S. domestic and IP package yields,the negative impact of lower fuel surcharges, which were partially offset by decreaseshigher rates. International export volumes grew 1%, driven by a 4% growth in U.S. domestic and IP package volumes. In 2012, U.S. domestic packageour international economy service offering. The 2% decrease in international export yields increased 10%in 2015 was due to higherthe negative impact of lower fuel surcharges and increased rateunfavorable exchange rates, which were partially offset by higher rates and weight per pound. IP package yields increased 8%package. International domestic revenues declined 3% in 20122015 due to higher fuel surcharges, increased package weights and increased rate per pound. Continued softness in the global economy resulted in decreased demand for our U.S. domestic and IP package services in 2012. IP revenue growth was negatively impactednegative impact of unfavorable exchange rates, which were partially offset by a lower-yielding mix of services, consisting of growth in deferred services and declines in premium services.4% volume increase.

FedEx Express segment revenues increased 14%were also flat in 2011 on higher yields2014. Lower fuel surcharges, lower freight revenue, unfavorable exchange rates and volumes. In 2011, IPone fewer operating day were offset by revenue growth in our U.S. and international export package volume increased 10% led by volume growth from Asia, Europebase business and the U.S.growth of our freight-forwarding business at FedEx ExpressTrade Networks. In addition, the demand shift from our priority international services to our economy international services dampened revenue growth.

- 58 -


Freight yields decreased 7% in 2014 due to lower fuel surcharges and lower rates. Freight average daily pounds decreased by 1% in 2014 due to weakness in global economic conditions and capacity reductions. U.S. domestic package yields increased 7%1% in 2014 primarily due to higher rates and weight per package, partially offset by lower fuel surcharges. International export package revenues increased 1% in 2014 as base business growth was offset by lower fuel surcharges rate increases and increased package weights. IP packagethe demand shift to our lower-yielding economy services. International priority yields increased 6%1% in 2014, while international priority volumes declined 3%. Within this category, volumes for lower-yielding distribution services declined, while international priority volumes, excluding these distribution services, increased 1%. International domestic average daily volumes increased 4% in 2014 primarily due to higher fuel surcharges, increased package weights and favorable exchange rates. International priority freight pounds increased 25% led by volume growth in Europe.prior year international business acquisitions.

Our fuel surcharges are indexed to the spot price for jet fuel. Using this index, the U.S. domestic and outbound fuel surcharge and the international fuel surcharges ranged as follows for the years ended May 31:

 

  2012 2011 2010 
    2015     2014     2013   

U.S. Domestic and Outbound Fuel Surcharge:

        

Low

               11.50              7.00              1.00   1.50  8.00  10.00

High

   16.50   15.50   8.50    9.50   10.50   14.50 

Weighted-average

   14.23   9.77   6.20    6.34   9.47   11.84 

International Fuel Surcharges:

        

Low

   13.50   7.00   1.00    0.50   12.00   12.00 

High

   23.00   21.00   13.50    18.00   19.00   20.50 

Weighted-average

   17.45   12.36   9.47    12.80   16.26   17.02 

In January 2012, we implementedOn February 2, 2015, FedEx Express updated the tables used to determine fuel surcharges. On September 16, 2014, FedEx Express announced a 5.9%4.9% average list price increase for FedEx Express U.S. domestic, U.S. export and U.S. import services while we lowered our fuel surcharge index by two percentage points.effective January 5, 2015. In January 2011,2014, we implemented a 5.9%3.9% average list price increase onfor FedEx Express U.S. domestic, U.S. export and U.S. outbound express package and freight shipments and made various changes to other surcharges, while we lowered our fuel surcharge index by two percentage points.import services.

FedEx Express Segment Operating Income

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

Within operating expenses, salaries and employee benefits increased 3% in 20122015 due to the timing of annual merit increases for many of our employees and higher incentive compensation accruals. These factors were partially offset by the benefits from our voluntary employee severance program and lower pension expense. Maintenance and repairs expense increased 15% in 2015 primarily due to the timing of aircraft maintenance events. Costs associated with the growth of our freight-forwarding business at FedEx Trade Networks drove an increase in purchased transportation costs of 1% in 2015. Depreciation and amortization expense decreased 2% in 2015 driven by the expiration of accelerated depreciation for certain aircraft that were retired from service during the year.

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

- 59 -


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

In 2014, salaries and employee benefits were flat due to lower pension expense, the delayed timing lag that exists between when fuel prices changeor absence of annual merit increases for many of our employees, benefits from our voluntary employee severance program and when indexed fuel surcharges automatically adjustlower variable incentive compensation. Intercompany charges decreased 15% in 2014 due to the inclusion in the prior year results of costs associated with the business realignment program at FedEx Services, as well as lower allocated sales and U.S. domestic and IP package yield improvements. Results of theinformation technology costs. FedEx Express segment reflectmaintenance and repairs costs decreased 5% in 2014 due to network reductions and the impactbenefits from the retirement 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 capacitytiming 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 associated with the ATA Airlines lawsuit which was initially recorded in 2011 (see Note 17 of the accompanying consolidated financial statements). FedEx Express segment results also benefited from a milder winter compared to the negative impact of unusually severe winter weather in 2011.

Salaries and employee benefits increased 5% in 2012 due to higher incentive compensation accruals and the full reinstatement of
401(k) company-matching contributions effective January 1, 2011.major maintenance events. Purchased transportation costs increased 16%8% in 20122014 due to higher utilization of third-party transportation providers, including recent business acquisitions, and costs associated with the expansion of our freight forwardingfreight-forwarding business at FedEx Trade Networks, recent business acquisitions in IndiaNetworks. Depreciation and Mexico and higher utilization of third-party transportation providers, primarily in Europe. Intercompany charges increased 7% in 2012 due to higher allocated variable incentive compensation expenses.

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

FedEx Express segment operating income increased in 2011 due to yield and volume growth, particularly in our higher-margin IP package services, although operating margin was down slightly. Higher revenues in 2011 were partially offset by higher retirement plans and medical expenses, increased aircraft maintenance costs, the reinstatement of certain employee compensation programs, and the negative impact of severe weather during the second half of the year. Results in 2011 were also negatively impacted by a legal reserve associated with the ATA Airlines lawsuit (see Note 17 of the accompanying consolidated financial statements).

Salaries and benefits increased 9% in 2011 due to volume-related increases in labor hours, the reinstatement of several employee compensation programs including merit salary increases, higher pension and medical costs, and full 401(k) company-matching contributions. Purchased transportation costs increased 34% in 2011 due to costs associated with the expansion of our freight forwarding business at FedEx Trade Networks and IP package and freight volume growth. Other operating expenses increased 15% due to volume-related expenses and the ATA Airlines legal reserve. Maintenance and repairsamortization expense increased 20% in 2011 primarily due to an increase in aircraft maintenance expenses10% during 2014 as a result of timing$74 million of maintenance eventsyear-over-year incremental accelerated depreciation due to the shortened life of certain aircraft scheduled for retirement, and higher utilization of our fleet driven by increased volumes.aircraft placed into service.

Fuel costs increased 34%decreased 5% in 20112014 due to increases in the average price per gallonlower aircraft fuel prices and usage. The net impact of fuel had a significant negative impact on operating income in 2014. See the “Fuel” section of this MD&A for a description and fuel consumption driven by volume increases. Based on a static analysisadditional 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 in 2011. This analysis considers the estimated impact of the reduction in fuel surcharges included in the base rates charged for FedEx Express services.on our operating results.

FedEx Express Segment Outlook

We expect increased revenues in 2013and earnings to increase at the FedEx Express segment in ourduring 2016 primarily due to improved U.S. domestic and international servicesexport volume and moderately improvedpackage yields, across all our services as we continue to focus on our yield management programs. We anticipate a slight decline in U.S domestic package revenue in 2013 due to lower volumes.

FedEx Express segmentquality while managing costs. In addition, we expect operating income and operating margin are expected to increase modestly in 2013, onimprove through the continued growth in international revenues led by IP package services. We also expect improved operating results due to productivity enhancements such as continued improvement in on-road productivity, air operations initiatives and continued realignmentexecution of our network. FedEx Express is developing an operatingprofit improvement programs, including managing network capacity to match customer demand, reducing structural costs, modernizing our fleet and cost structure plan during 2013 to further improve its operational efficiency.

We will continue to modernizedriving productivity increases throughout our aircraft fleet at FedEx Express during 2013 by adding newer aircraft that are more reliable, fuel efficientU.S. and technologically advanced, and retiring older, less-efficient aircraft. Due to the accelerated retirement of 54 aircraft and related engines to better align with the delivery schedule for replacement aircraft, we expect an additional $69 million in depreciation expense in 2013, partially offset from the avoidance of depreciation related to aircraft retirements (See the “Outlook” section for additional information).international operations.

Capital expenditures at FedEx Express are expected to decreaseincrease in 20132016 driven by our aircraft fleet modernization programs, as we have delayed the delivery of two B777Fadd new aircraft from 2013 related to our aircraft modernization programs (see “Liquidity Outlook” for additional information) which will improve reliability, increase fuel efficiencythat are more reliable, fuel-efficient and reduce operating costs in future years.technologically advanced and retire older, less-efficient aircraft.

- 60 -


FEDEX GROUND SEGMENT

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

 

        Percent Change         Percent
Change
 
  2012 2011 2010   2012/2011     2011/2010         2015         2014         2013     2015/2014 2014/2013 

Revenues:

            

FedEx Ground

  $        8,791   $        7,855   $        6,958    12    13    $11,563   $10,634   $9,652    9    10  

FedEx SmartPost

   782    630    481    24    31     1,005    983    926    2    6  

GENCO

   416            NM    NM  
  

 

  

 

  

 

     

 

  

 

  

 

   

Total revenues

   9,573    8,485    7,439    13    14     12,984    11,617    10,578    12    10  

Operating expenses:

            

Salaries and employee benefits

   1,451    1,282    1,158    13    11     2,146    1,749    1,577    23    11  

Purchased transportation

   3,762    3,431    2,966    10    16     5,021    4,635    4,191    8    11  

Rentals

   284    263    244    8    8     485    402    331    21    21  

Depreciation and amortization

   389    337    334    15    1     530    468    434    13    8  

Fuel

   14    12    8    17    50     12    17    17    (29    

Maintenance and repairs

   176    169    166    4    2     244    222    190    10    17  

Intercompany charges

   978    897    795    9    13  

Intercompany charges(1)

   1,123    1,095    1,086    3    1  

Other

   755    769    744    (2  3     1,251    1,008    893    24    13  
  

 

  

 

  

 

     

 

  

 

  

 

   

Total operating expenses

   7,809    7,160    6,415    9    12     10,812    9,596    8,719    13    10  
  

 

  

 

  

 

     

 

  

 

  

 

   

Operating income

  $1,764   $1,325   $1,024    33    29    $2,172   $2,021   $1,859    7    9  
  

 

  

 

  

 

   
  

 

  

 

  

 

   

Operating margin

   18.4%    15.6%    13.8%    280bp   180bp    16.7  17.4  17.6  (70)bp   (20)bp 

Average daily package volume:

            

FedEx Ground

   3,907    3,746    3,523    4    6     4,850    4,588    4,222    6    9  

FedEx SmartPost

   1,692    1,432    1,222    18    17     2,061    2,186    2,058    (6  6  

Revenue per package (yield):

            

FedEx Ground

  $8.77   $8.17   $7.73    7    6    $9.37   $9.10   $8.94    3    2  

FedEx SmartPost

  $1.81   $1.72   $1.56    5    10    $1.93   $1.78   $1.77    8    1  
  Percent of Revenue     
  2012 2011 2010     

Operating expenses:

      

Salaries and employee benefits

   15.2  15.1  15.5  

Purchased transportation

   39.3    40.4    39.9    

Rentals

   3.0    3.1    3.3    

Depreciation and amortization

   4.1    4.0    4.5    

Fuel

   0.1    0.1    0.1    

Maintenance and repairs

   1.8    2.0    2.2    

Intercompany charges

   10.2    10.6    10.7    

Other

   7.9    9.1    10.0    
  

 

  

 

  

 

   

Total operating expenses

   81.6    84.4    86.2    
  

 

  

 

  

 

   

Operating margin

   18.4  15.6  13.8  
  

 

  

 

  

 

   

- 61 -


   Percent of Revenue 
       2015          2014          2013     

Operating expenses:

    

Salaries and employee benefits

   16.5  15.0  14.9

Purchased transportation

   38.7    39.9    39.6  

Rentals

   3.7    3.5   ��3.1  

Depreciation and amortization

   4.1    4.0    4.1  

Fuel

   0.1    0.2    0.2  

Maintenance and repairs

   1.9    1.9    1.8  

Intercompany charges(1)

   8.7    9.4    10.3  

Other

   9.6    8.7    8.4  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   83.3    82.6    82.4  
  

 

 

  

 

 

  

 

 

 

Operating margin

   16.7  17.4  17.6
  

 

 

  

 

 

  

 

 

 

(1)

Includes allocations of $105 million in 2013 for business realignment costs.

FedEx Ground Segment Revenues

During 2012, FedEx Ground segment revenues increased 13%12% in 2015 due to volume and 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, the inclusion of GENCO results and yield growth at FedEx SmartPost, partially offset by lower volumes at FedEx SmartPost.

Average daily volume at FedEx Ground increased 6% in 20122015 due to market share gains from continued growth in our FedEx Home Delivery service and an increasecommercial business. Yield increased 3% in our commercial business.

At FedEx SmartPost, yields increased 5% in 20122015 primarily due to higher fuel surchargesdimensional weight charges and rate increases.

FedEx SmartPost average daily volume decreased 6% in 2015 due to the reduction in volume from a major customer. FedEx SmartPost yield increased rates,8% in 2015 due to rate increases and improved customer mix, partially offset by an unfavorable service mix.higher postage costs. FedEx SmartPost yield represents the amount charged to customers net of postage paid to the United States Postal Service (“USPS”). Average daily volume increased 18% at FedEx SmartPost in 2012 as a result of growth in e-commerce.USPS.

FedEx Ground segment revenues increased 14% during 201110% in 2014 due to both volume and yield increasesgrowth at both FedEx Ground and volume growth at FedEx SmartPost. In addition, 2014 revenues were negatively impacted by one fewer operating day, unusually severe weather and lower fuel surcharges.

Average daily volume at FedEx Ground average daily package volume increased 6%9% during 20112014 due to market share gains resulting from continued growth in our commercial business and our FedEx Home Delivery service. The 6% yield improvement atservice and commercial business. FedEx Ground yield increased 2% during 2011 was2014 primarily due to rate increases higher fuel surcharges and higher extra service revenue, particularly in residential surcharges.surcharges, partially offset by lower fuel surcharge revenue.

FedEx SmartPost average daily volumevolumes grew 17%6% during 2011 primarily as a result of growth in e-commerce business, gains in market share and the introduction of new service offerings. Yields increased 10% during 20112014 primarily due to growth in e-commerce. Yields at FedEx SmartPost increased 1% during 2014 primarily due to rate increases and change in service mix, partially offset by higher yielding services, improved fuel surchargespostage costs and lower postage costs as a result of increased deliveries to USPS final destination facilities.fuel surcharges.

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

 

  2012 2011 2010     2015     2014     2013   

Low

               7.50              5.50              2.75   4.50  6.50  6.50

High

   9.50   8.50   5.50    7.00   7.00   8.50 

Weighted-average

   8.46   6.20   4.23    5.90   6.66   7.60 

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On February 2, 2015, FedEx Ground updated the tables used to determine fuel surcharges. On September 16, 2014, FedEx Ground and FedEx Home Delivery announced a 4.9% increase in average list price effective January 5, 2015. In addition, as announced in May 2014, FedEx Ground began applying dimensional weight pricing to all shipments effective January 5, 2015. In January 2012 and 2011,2014, FedEx Ground and FedEx Home Delivery implemented a 4.9% increase in average list price increase. The full average rate increase of 5.9% was partially offset by adjusting the fuel price threshold at which the fuel surcharge begins, reducing the fuel surcharge by one percentage point.price. FedEx SmartPost rates also increased. In January 2011, FedEx Ground made additional changes to dimensional weight charges and surcharges.

FedEx Ground Segment Operating Income

FedEx Ground segment operating income increased 33%7% in 2015 driven by higher revenue per package and volumes, the positive net impact of fuel, and a lower year-over-year impact from severe winter weather. The increase to operating income was partially offset by higher network expansion costs, as we continue to invest heavily in our FedEx Ground and FedEx SmartPost businesses. The decline in operating margin for 2015 is primarily attributable to network expansion costs and the inclusion of GENCO results.

The inclusion of GENCO results in the FedEx Ground segment results has impacted the year-over-year comparability of all operating expenses. Including the incremental costs from GENCO, salaries and employee benefits increased 280 basis points during 201223% 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 yieldsself-insurance costs. Network expansion caused rentals expense to increase 21% in 2015. Depreciation and volume growth. amortization expense increased 13% in 2015 due to network expansion and trailer purchases.

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

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

During 2011, FedEx Ground segment operating income increased 29% and operating margin increased 180 basis points2014 due to improved yieldnetwork expansion and higher volume resulting from market share growth. We realized a higher retention of our annual rate increase in 2011 as more customers recognized the competitive advantage that we maintain across many shipping lanes in the U.S. We also improved our customers’ experience by dramatically reducing our package loss and damage claims while maintaining exceptional service levels. Purchased transportation costs increased 16% in 2011 primarily due to volume growth, higher fuel surcharges and

higher rates paid to our independent contractors. Salaries and employee benefits increased 11% in 2011 due primarily to increased staffing at FedEx Ground and FedEx SmartPost to support volume growth and higher pension and medical costs. Intercompany charges increased in 2011 primarily due to higher allocated information technology costs.

Evolution of Independent Contractor Model

Although FedEx Ground is involved in numerous lawsuits and other proceedings (such as state tax audits or other administrative challenges) where the classification of its independent contractors is at issue, a number of recent judicial decisions support our classification, and we believe our relationship with the contractors is generally excellent. For a description of these proceedings, see “Risk Factors” and Note 17 of the accompanying consolidated financial statements.

FedEx Ground has made changes to its relationships with contractors 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. To date, FedEx Ground has transitioned to the ISP model in 17 states. Based upon the success of this model, FedEx Ground may transition to it in some other states in the future. For more information on the FedEx Ground ISP model, see Part I, Item 1 of this Annual Report under the caption “Evolution of Independent Contractor Model.”trailer purchases.

FedEx Ground Segment Outlook

FedEx Ground segment revenues and operating income are expected to continue to grow in 2013,2016, led by volume growth across all our major services due to market share gains while continuing to improve U.S. transit times on additional lanes.gains. We also anticipate yield growth to continue in 20132016 through yield management programs.

We expect continued growth in operating income atprograms, including our dimensional weight rating changes. However, the full-year impact of the GENCO acquisition will have a negative impact on FedEx Ground segmentoperating margin in 20132016 due to volumeintegration costs and yield increases as well as through productivity enhancements such as automationthe impact of the planning and execution of our preload, pickup and delivery processes, and installation of GPS devices on all trailers and dollies to improve fleet management.intangible asset amortization arising from purchase accounting.

Capital spending isexpenditures at FedEx Ground are expected to increase in 2013, with the majority2016 as we continue to make investments to grow our highly profitable FedEx Ground network through facility expansions and equipment purchases. The impact of these investments on our cost structure will partially offset earnings growth in 2016.

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

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

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

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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 loss andincome, operating margin (dollars in millions) and selected statistics for the years ended May 31:31, and amounts have been recast to conform to the current year presentation reflecting the pension accounting changes and allocation of corporate headquarters costs further discussed in this MD&A and Note 1, Note 13 and Note 14 of the accompanying consolidated financial statements:

 

       Percent Change        Percent Change 
 2012 2011 2010   2012/2011     2011/2010    2015 2014 2013 2015/2014 2014/2013 

Revenues

 $        5,282   $        4,911   $        4,321    8    14   $6,191  $5,757  $5,401   8    7  

Operating expenses:

          

Salaries and employee benefits

  2,316    2,303    2,128    1    8    2,698   2,442   2,336   10    5  

Purchased transportation

  851    779    690    9    13    1,045   981   865   7    13  

Rentals

  114    122    116    (7  5    129   131   118   (2  11  

Depreciation and amortization

  185    205    198    (10  4    230   231   217       6  

Fuel

  636    585    445    9    31    508   595   598   (15  (1

Maintenance and repairs

  192    182    148    5    23    201   179   191   12    (6

Impairment and other charges(1)

      89    18    NM    394  

Business realignment, impairment and other charges(1)

        3   NM    NM  

Intercompany charges(2)

  433    427    351    1    22    444   431   452   3    (5

Other

  393    394    380        4    452   416   375   9    11  
 

 

  

 

  

 

    

 

  

 

  

 

   

Total operating expenses

  5,120    5,086    4,474    1    14    5,707   5,406   5,155   6    5  
 

 

  

 

  

 

    

 

  

 

  

 

   

Operating income (loss)

 $162   $(175)   $(153)    193    (14

Operating income

 $484  $351  $246   38    43  
 

 

  

 

  

 

    

 

  

 

  

 

   

Operating margin

  3.1%    (3.6)%    (3.5)%    670bp   (10)bp   7.8  6.1  4.6  170bp   150bp 

Average daily LTL shipments (in thousands)

  84.9    86.0    82.3     (1  4       

Weight per LTL shipment (lbs)

  1,156    1,144    1,134     1    1  

LTL yield (revenue per hundredweight)

 $19.57   $18.24   $17.07     7    7  

Priority

  66.9   62.9   59.3   6    6  

Economy

  28.6   27.7   26.4   3    5  
 

 

  

 

  

 

   

Total average daily LTL shipments

  95.5   90.6   85.7   5    6  
 

 

  

 

  

 

   

Weight per LTL shipment

     

Priority

  1,272   1,262   1,237   1    2  

Economy

  1,003   1,000   990       1  

Composite weight per LTL shipment

  1,191   1,182   1,161   1    2  

LTL revenue per shipment

     

Priority

 $229.57  $223.61  $220.32   3    1  

Economy

  264.34   258.05   256.38   2    1  

Composite LTL revenue per shipment

 $240.09  $234.23  $231.52   3    1  

LTL revenue per hundredweight

     

Priority

 $18.05  $17.73  $17.80   2      

Economy

  26.34   25.80   25.90   2      

Composite LTL revenue per hundredweight

 $20.15  $19.82  $19.94   2    (1

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   Percent of Revenue 
     2015      2014      2013   

Operating expenses:

    

Salaries and employee benefits

   43.6  42.4  43.3

Purchased transportation

   16.9    17.1    16.0  

Rentals

   2.1    2.3    2.2  

Depreciation and amortization

   3.7    4.0    4.0  

Fuel

   8.2    10.3    11.1  

Maintenance and repairs

   3.2    3.1    3.5  

Business realignment, impairment and other charges(1)

             

Intercompany charges(2)

   7.2    7.5    8.4  

Other

   7.3    7.2    6.9  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   92.2    93.9    95.4  
  

 

 

  

 

 

  

 

 

 

Operating margin

   7.8  6.1  4.6
  

 

 

  

 

 

  

 

 

 

 

(1)

In 2011, this charge2013 includes severance impairment and other chargescosts associated with the combination of our FedEx Freight and FedEx National LTL operations, effective January 30, 2011. In 2010, this charge represents impairment charges associated with goodwill related to the FedEx National LTL acquisition.voluntary buyout program.

   Percent of Revenue 
   2012  2011  2010 

Operating expenses:

    

Salaries and employee benefits

               43.9              46.9              49.2

Purchased transportation

   16.1    15.9    16.0  

Rentals

   2.2    2.5    2.7  

Depreciation and amortization

   3.5    4.2    4.6  

Fuel

   12.0    11.9    10.3  

Maintenance and repairs

   3.6    3.7    3.4  

Impairment and other charges(1)

       1.8    0.4  

Intercompany charges

   8.2    8.7    8.1  

Other

   7.4    8.0    8.8  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   96.9    103.6    103.5  
  

 

 

  

 

 

  

 

 

 

Operating margin

   3.1  (3.6)%   (3.5)% 
  

 

 

  

 

 

  

 

 

 

 

(1)(2)

In 2011, this charge includes severance, impairment and other charges associated with the combinationIncludes allocations of our FedEx Freight and FedEx National LTL operations, effective January 30, 2011. In 2010, this charge represents impairment charges associated with goodwill related to the FedEx National LTL acquisition.$47 million in 2013 for business realignment costs.

FedEx Freight Segment Revenues

During 2012, FedEx Freight segment 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.

FedEx Freight segment revenues increased 14% in 20117% during 2014 due to higher LTL yield and average daily LTL shipments. LTL yields increased 7% in 2011 due to our yield management programs and higher fuel surcharges. Under these programs, LTL yields increased sequentially in each of the previous four quarters, while average daily LTL shipments fell during the second half of 2011. For the full year, averageand revenue per LTL shipment. Revenues in 2014 were negatively impacted by one fewer operating day. Average daily LTL shipments increased 4%6% in 2011 primarily2014 due to volume increases during the first halfhigher demand for both of 2011 resulting from the impact of discounted pricingour service offerings. LTL revenue per shipment increased 1% in contracts signed during 2010.2014 due to changes in shipment characteristics, primarily higher weight per LTL shipment.

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:

 

  2012 2011 2010     2015     2014     2013   

Low

               19.80              15.10              10.80   20.90  22.70  21.80

High

   24.30   20.70   16.10    26.20   23.70   24.40 

Weighted-average

   22.90   17.00   14.00    24.30   23.20   23.38 

On June 8, 2012,February 2, 2015, FedEx Freight updated the tables used to determine fuel surcharges. On September 16, 2014, FedEx Freight announced a general rate4.9% average increase of 6.9% for LTL shipments to bein certain U.S. and other shipping rates effective on July 9, 2012.January 5, 2015. In June 2011,2014, FedEx Freight increased theits published fuel surcharge rate to a maximumindices by three percentage points. In March 2014, FedEx Freight increased certain U.S. and other shipping rates by an average of 3.6 percentage points above previous levels. In September 2011, we implemented a general rate increase of 6.75% for LTL shipments. In November 2010, we implemented a 6.9% general rate increase for LTL shipments.3.9%.

FedEx Freight Segment Operating Income (Loss)

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

Purchased transportation costs increased 9% in 20122015 due to higher ratesLTL revenue per shipment and the increased utilization of rail,higher average daily LTL shipments. These factors were partially offset by a lower cost per mile due10% increase in salaries and employee benefits expense, driven by staffing to our abilitysupport volume growth and higher incentive compensation accruals. Volume growth, higher utilization and higher service provider rates drove an increase to optimize modepurchased transportation expense of transportation while meeting service standards. Fuel costs7% in 2015. Other expense increased 9% in 2012 due to a2015 driven partially by higher average price per gallon of diesel fuel partially offset by the increased utilization of rail. Based on a static analysis of the net impact of year-over-year changes in fuel prices compared to year-over-year changes in fuel surcharges, fuel had a positive impact to operating income in 2012. Depreciation and amortization expense decreased 10% in 2012 primarily due to accelerated depreciation in 2011 associated with the combination of our LTL operations.cargo claims.

The

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FedEx Freight segment operating lossincome and operating margin increased in 2011 included2014 due to the positive impacts of higher average daily LTL shipments, higher LTL revenue per shipment and greater network efficiency. Operating income comparisons also benefited from the inclusion in 2013 of costs associated with our business realignment program as discussed below. Operating income in 2014 was negatively impacted by higher depreciation and amortization expense, the combinationnegative year-over-year impact of our FedEx Freight and FedEx National LTL operations and the significant impact from severe weather and one fewer operating day.

Purchased transportation expense increased 13% in the second half2014 due to increased use of the year. We incurred costs associated with the combination of $133 million in 2011, including $89 million recorded in the “Impairmentrail and other charges” caption of the consolidated income statement.

road third-party transportation providers and higher rates. Salaries and employee benefits increased 8%5% in 20112014 primarily due to a volume-related increasesincrease in labor wage increases,hours and higher healthcare and pension costs, and the reinstatement of full 401(k) company-matching contributions. Purchased transportation costscosts. Other operating expenses increased 13%11% in 20112014 due to higher shipment volumesself-insurance costs, bad debt expense and higher rates. Fuel costs increased 31%real estate taxes. Intercompany charges decreased 5% in 20112014 primarily due to a higher average price per gallon of diesel fuel and increased fuel consumption as a result of higher shipment volumes. 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

favorable impact to operating income in 2011. Maintenance and repairs expense increased 23% in 2011 due to higher volumes and the aging of our fleet. Also, higher intercompany charges in 2011 reflect the transfer of sales and customer service employees from the FedEx Freight segment entitiesinclusion in the first quarterprior year results of 2010.costs associated with the business realignment program at FedEx Services, partially offset by higher allocated sales costs.

FedEx Freight Segment Outlook

We expect continued revenue and operating income growth, at the FedEx Freight segmentas well as improvement in 2013 as customers increase their utilization of our integrated network. In addition, we expect yield and volume improvementoperating margin during 2016 driven by the unique value proposition ofmoderate volume growth from our differentiated LTL services.

 We also anticipate effective yield management practices to result in increased revenues. FedEx Freight operating income is expected to increase significantly in 2013 drivenearnings growth will also be positively impacted by improvements in yields and the continued improvement in productivity and efficiency across our integrated network. We will continue to use investmentsalong with further investment in technology, focused on network and equipment planning and customer automation, to further enhance customer service levels throughout 2013.technology.

Capital expenditures in 2013at FedEx Freight are expected to be comparable to 2012, with the majority of our spending for replacement ofincrease in 2016 primarily driven by investments in vehicles, and freight handling equipment.as well as additional investments in facilities.

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FINANCIAL CONDITION

LIQUIDITY

Cash and cash equivalents totaled $2.8$3.8 billion at May 31, 2012,2015, compared to $2.3$2.9 billion at May 31, 2011.2014. The following table provides a summary of our cash flows for the periods ended May 31 (in millions):. All amounts have been recast to conform to the current year presentation reflecting the MTM accounting changes further discussed in this MD&A and Note 1, Note 13 and Note 14 of the accompanying consolidated financial statements:

 

  2012 2011 2010   2015 2014 2013 

Operating activities:

        

Net income

  $         2,032  $         1,452  $         1,184   $1,050  $2,324  $2,716 

Impairment and other charges

   134   29   18 

Business realignment, impairment and other charges

   246      479 

Retirement plans mark-to-market adjustment

   2,190   15   (1,368

Other noncash charges and credits

   3,504   2,892   2,514    2,317   3,173   3,396 

Changes in assets and liabilities

   (835  (332  (578   (437  (1,248  (535
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash provided by operating activities

   4,835   4,041   3,138    5,366   4,264   4,688 
  

 

  

 

  

 

 
  

 

  

 

  

 

 

Investing activities:

        

Capital expenditures

   (4,007  (3,434  (2,816   (4,347  (3,533  (3,375

Business acquisitions, net of cash acquired

   (116  (96       (1,429  (36  (483

Proceeds from asset dispositions and other

   74   111   35    24   18   55 
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash used in investing activities

   (4,049  (3,419  (2,781   (5,752  (3,551  (3,803
  

 

  

 

  

 

   

 

  

 

  

 

 

Financing activities:

        

Purchase of treasury stock

   (197        

Purchase of treasury stock, including ASRs

   (1,254  (4,857  (246

Principal payments on debt

   (29  (262  (653   (5  (254  (417

Proceeds from debt issuances

   2,491   1,997   1,739 

Dividends paid

   (164  (151  (138   (227  (187  (177

Other

   146   126   99    344   582   285 
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash used in financing activities

   (244  (287  (692

Cash provided by (used in) financing activities

   1,349   (2,719  1,184 

Effect of exchange rate changes on cash

   (27  41   (5   (108  (3  5 
  

 

  

 

  

 

 
  

 

  

 

  

 

 

Net increase (decrease) in cash and cash equivalents

  $515  $376  $(340  $855  $(2,009 $2,074 
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash and cash equivalents at end of period

  $3,763  $2,908  $4,917 
  

 

  

 

  

 

 

Cash Provided by Operating Activities.Activities. Cash flows from operating activities increased $794 million$1.1 billion in 20122015 primarily due to increased earnings, partially offset by 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. Cash flows from operating activities increased $903decreased $424 million in 20112014 primarily due to increased earningsvoluntary employee severance program payouts, an income tax refund received in the prior year, higher income tax payments and lowerhigher pension contributions.

contributions, partially offset by higher segment operating income. We made contributions of $722$660 million to our tax-qualified U.S. domestic pension plans (“U.S. Pension Plans”) during 2012, including $226in 2015 and 2014 and $560 million in voluntary contributions, and contributions of $480 million to our U.S. Pension Plans during 2011, including $121 million in voluntary contributions. We made contributions of $848 million to our U.S. Pension Plans during 2010, including $495 million in voluntary contributions.2013.

Cash Used in Investing Activities. Capital expenditures were 17%23% higher in 20122015 largely due to increased spending for aircraft at FedEx Express and sort facility expansion at FedEx Ground, and were 5% higher in 2014 than in 2013, largely due to increased spending at FedEx ExpressGround and FedEx Freight and 22% higher in 2011 primarily due to increased spending at FedEx Express. See “Capital Resources” for a more detailed discussion of capital expenditures during 20122015 and 2011.2014.

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Financing Activities. DuringWe had various senior unsecured debt issuances in 2015, 2014 and 2013. See Note 6 of the second quarteraccompanying consolidated financial statements for more information on these issuances. Interest on these notes is paid semiannually. We utilized $1.4 billion of 2012, we repurchased 2.8 million FedEx common shares at an average pricethe net proceeds of $70 per sharethe 2015 debt issuance to fund our acquisition of GENCO and the remaining proceeds for a totalworking capital and general corporate purposes. We utilized the net proceeds of $197 million. Asthe 2014 debt issuance to finance the ASR agreements as discussed below. We utilized the net proceeds of May 31, 2012, 2.9 million shares remained under existing share repurchase authorizations.the 2013 debt issuances for working capital and general corporate purposes. See Note 3 of the accompanying consolidated financial statements for further discussion of business acquisitions.

During 2011,2014, we repaid our $250 million 7.25%7.38% senior unsecured notes that matured on FebruaryJanuary 15, 2011.2014. During 2013, we made principal payments of $116 million related to capital lease obligations and repaid our $300 million 9.65% unsecured notes that matured in June 2012 using cash from operations.

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

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

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

Common stock purchases

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

As of May 31, 2015, 12.2 million shares remained under our share repurchase authorizations. Our share repurchase activity in 2014 includes ASR agreements entered into with two banks to repurchase $2.0 billion of our common stock.

In 2015, our Board of Directors authorized the repurchase of up to 15 million shares of common stock. It is expected that the share authorization will primarily be utilized to offset equity compensation dilution over the next several years. Shares may be repurchased under this program from time to time in the open market or in privately negotiated transactions. This is the only repurchase program that currently exists, and it does not have an expiration date.

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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 
  2012   2011   2010     2012/2011     2011/2010     2015   2014   2013   2015/2014 2014/2013 

Aircraft and related equipment

  $        1,875   $        1,988   $        1,537    (6  29   $1,866   $1,327   $1,190    41   12 

Facilities and sort equipment

   638    555    630    15   (12   1,224    819    727    49   13 

Vehicles

   723    282    220    156   28    601    784    734    (23  7 

Information and technology investments

   541    455    289    19   57    348    403    452    (14  (11

Other equipment

   230    154    140    49   10    308    200    272    54   (26
  

 

   

 

   

 

      

 

   

 

   

 

    

Total capital expenditures

  $4,007   $3,434   $2,816    17   22   $  4,347   $  3,533   $  3,375    23   5 
  

 

   

 

   

 

      

 

   

 

   

 

    

FedEx Express segment

  $2,689   $2,467   $1,864    9   32   $2,380   $1,994   $2,067    19   (4

FedEx Ground segment

   536    426    400    26   7    1,248    850    555    47   53 

FedEx Freight segment

   340    153    212    122   (28   337    325    326    4    

FedEx Services segment

   437    387    340    13   14    381    363    424    5   (14

Other

   5    1         NM    NM     1    1    3    NM    NM  
  

 

   

 

   

 

      

 

   

 

   

 

    

Total capital expenditures

  $4,007   $3,434   $2,816    17   22   $4,347   $3,533   $3,375    23   5 
  

 

   

 

   

 

      

 

   

 

   

 

    

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 Boeing 767-300 Freighter (“B767F”) and 15 B757s.13 Boeing 757 (“B757”) aircraft, as well as the modification of certain aircraft before being placed into service. Capital expenditures during 20112014 were higher than the prior year primarily due to increased spending for sort facility expansion and equipment at FedEx Express forGround and aircraft and aircraft-relatedrelated equipment and at FedEx Services for information technology investments.Express. Aircraft and aircraft-relatedrelated equipment purchasesexpenditures at FedEx Express during 20112014 included six new B777Fsthe delivery of 17 B757 aircraft, four B767F aircraft and 22 B757s.two Boeing 777 Freighter (“B777F”) aircraft, as well as the modification of certain aircraft before being placed into service.

LIQUIDITY OUTLOOK

We believe that our existing cash and cash equivalents, which totaled $3.8 billion at May 31, 2015, cash flow from operations and available financing sources will be adequate to meet our liquidity needs, including working capital, capital expenditure requirements, and debt payment obligations.obligations and our announced intent to acquire TNT Express. Our cash and cash equivalents balance at May 31, 20122015 includes $410$478 million of cash in offshore jurisdictions associated with our permanent reinvestment strategy. We do not believe that the indefinite reinvestment of these funds offshore impairs our ability to meet our U.S. domestic debt or working capital obligations.

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

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

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

We plan to finance the aggregate consideration of the announced intent to acquire TNT Express by utilizing available cash on our balance sheet and through available financing from both domestic and international sources, although the marketplace for such investment capital can become restricted depending on a variety of economic factors.sources.

A $1 billion revolving credit facility is available to finance our operations and other cash flow needs and to provide support for the issuance of commercial paper. The revolving credit agreement expires in April 2016.March 2018. The agreement contains a financial covenant, which requires us to maintain a leverage ratio of adjusted debt (long-term debt, including the current portion of such debt, plus six times our last four fiscal quarters’ rentals and landing fees) to capital (adjusted debt plus total common stockholders’ investment) that does not exceed 70%. Our leverage ratio of adjusted debt to capital was 53%61% at May 31, 2012.2015. We believe the leverage ratio covenant is ourthe only significant restrictive covenant in our revolving credit agreement. Our revolving credit agreement contains other customary covenants that do not, individually or in the aggregate, materially restrict the conduct of our business. We are in compliance with the leverage ratio covenant and all other covenants of our revolving credit agreement and do not expect the covenants to affect our operations, including our liquidity or expected funding needs. As of May 31, 2012,2015, no commercial paper was outstanding, and the entire $1 billion under the revolving credit facility was available for future borrowings.

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

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

Standard & Poor’s has assigned us a senior unsecured debt credit rating of BBB and commercial paper rating of A-2 and a ratings outlook of “stable.” During 2012, Moody’s Investors Service raised ourhas assigned us a senior unsecured debt credit rating toof Baa1 from Baa2 and affirmed a commercial paper rating of P-2 and a ratings outlook of “stable.“negative.” If our credit ratings drop, our interest expense may increase. If our commercial paper ratings drop below current levels, we may have difficulty utilizing the commercial paper market. If our senior unsecured debt credit ratings drop below investment grade, our access to financing may become limited.

Subsequent to year-end, we completed acquisitions in Poland, Brazil and France for approximately $500 million (see “Business Acquisitions” for additional information), and on June 15, 2012, we repaid our $300 million 9.65% unsecured notes when they matured.

Our capital expenditures are expected to be $3.9 billion in 2013. We anticipate that our cash flow from operations will be sufficient to fund our capital expenditures in 2013, which will include spending for aircraft and aircraft-related equipment at FedEx Express, sort facility expansion at FedEx Express and FedEx Ground and vehicle replacement at all our transportation segments. We expect approximately 46% of capital expenditures in 2013 will be designated for growth initiatives and 54% dedicated to maintaining our existing operations. Our capital expenditures are expected to decrease in 2013 due to delayed delivery of two B777F aircraft (see below) partially offset by increased spending on facility investment. Our expected capital expenditures for 2013 include $1.3 billion in investments for delivery of aircraft as well as progress payments toward future aircraft deliveries at FedEx Express. For 2013, we anticipate making required contributions to our U.S. Pension Plans totaling approximately $550 million. 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, B767F and B757 aircraft. These aircraft are significantly more fuel-efficient per unit than the aircraft type previously utilized, and these expenditures are necessary to achieve significant long-term operating savings and to support projected long-term international volume growth. Our ability to delay the timing of these aircraft-related expenditures is limited without incurring significant costs to modify existing purchase agreements. We will have a benefit from the tax expensing and accelerated depreciation provisions of the Tax Relief Act of 2010 on qualifying capital investments we make until December 31, 2012.

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B777F Aircraft.We have agreed to purchase a total of 43 B777F aircraft (19 of which were in service at May 31, 2012, and an additional four to be delivered in 2013). During the second quarter of 2012, FedEx Express delayed the delivery of two B777F aircraft from 2013, and in conjunction with the execution of the December 2011 B767F aircraft purchase agreement (described below), also delayed the delivery of nine B777F aircraft, five of which were deferred from 2014 and one per year from 2015 to 2018, to better align air network capacity to demand. FedEx Express also exercised two B777F options for aircraft to be delivered at the end of the delivery schedule.

In conjunction with the June 29, 2012 supplemental agreement to purchase B767F aircraft (described below), we agreed to convert four contracted B777F aircraft deliveries that were subject to the Railway Labor Act of 1926, as amended (“RLA”) (two scheduled for delivery in fiscal 2016 and two scheduled for delivery in fiscal 2017) to equivalent purchase value for B767F aircraft acquired under the supplemental agreement referenced below.

With consideration of the supplemental agreement, our obligation to purchase 9 of these B777F aircraft is conditioned upon there being no event that causes FedEx Express or its employees not to be covered by the RLA.

B767F Aircraft.We have agreed to purchase a total of 46 B767F aircraft (the first three to be delivered in 2014). In December 2011, FedEx Express entered into an agreement to acquire 27 new B767F aircraft, with the first three arriving in 2014 followed by six per year from 2015 to 2018. The B767F was selected as the best choice to begin replacing FedEx Express’s MD10 aircraft, some of which are more than 40 years old. The B767Fs will provide similar capacity as the MD10s, with improved reliability, an approximate 30% increase in fuel efficiency and a minimum of a 20% reduction in unit operating costs.

On June 29, 2012, FedEx Express entered into a supplemental agreement to purchase nine additional B767F aircraft. Additionally, FedEx Express exercised ten B767F options available under the December 2011 agreement and purchased the right to 15 additional options. Four of these 19 additional B767F aircraft purchases are subject to the RLA condition. These 19 additional B767F aircraft are expected to be delivered from fiscal 2015 to 2019 and will replace current MD10-10 and A310-200 aircraft.

B757 Aircraft.Our B757 aircraft are replacing our B727 aircraft, and we expect to be completely transitioned out of the B727 aircraft by 2015.


CONTRACTUAL CASH OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

The following table sets forth a summary of our contractual cash obligations as of May 31, 2012.2015. Certain of these contractual obligations are reflected in our balance sheet, while others are disclosed as future obligations under accounting principles generally accepted in the United States. Except for the current portion of interest on long-term debt, and capital lease obligations, this table does not include amounts already recorded in our balance sheet as current liabilities at May 31, 2012.2015. We have certain contingent liabilities that are not accrued in our balance sheet in accordance with accounting principles generally accepted in the United States. These contingent liabilities are not included in the table below. We have other long-term liabilities reflected in our balance sheet, including deferred income taxes, qualified and nonqualified pension and postretirement healthcare plan liabilities and other self-insurance accruals. TheUnless statutorily required, the payment obligations associated with these liabilities are not reflected in the table below due to the absence of scheduled maturities. Accordingly, this table is not meant to represent a forecast of our total cash expenditures for any of the periods presented.

 

 Payments Due by Fiscal Year (Undiscounted) 
 (in millions)  Payments Due by Fiscal Year (Undiscounted)
(in millions)
 
 2013  2014  2015  2016  2017  Thereafter Total  2016 2017 2018 2019 2020 Thereafter Total 

Operating activities:

              

Operating leases

 $    1,872   $    1,725   $    1,572   $    1,391   $    1,433   $    5,993   $    13,986  $ 2,128   $2,241   $1,751   $1,511   $1,265   $7,489   $16,385 

Non-capital purchase obligations and other

  173    191    139    78    52    134    767   432    230    127    69    22    89    969 

Interest on long-term debt

  98    97    78    78    78    1,581    2,010   325    320    320    320    260    5,331    6,876 

Quarterly contributions to our U.S. Pension Plans

  550                        550 

Contributions to our U.S. Pension Plans

  500    —      —      —      —      —      500 

Investing activities:

              

Aircraft and aircraft-related capital commitments

  965    558    824    912    1,009    5,166    9,434   1,255    1,024    1,399    1,017    662    3,786    9,143 

Other capital purchase obligations

  127                        127   129    5    1    —      —      —      135 

Financing activities:

              

Debt

  300    250                989    1,539   —      —      —      750    400    6,090    7,240 

Capital lease obligations

  120    2    2    1    1    11    137 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 $4,205   $2,823   $2,615   $2,460   $2,573   $13,874   $28,550  $4,769   $ 3,820   $ 3,598   $ 3,667   $ 2,609   $ 22,785   $ 41,248 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Open purchase orders that are cancelable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above. Such purchase orders often represent authorizations to purchase rather than binding agreements. See Note 1617 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 $14$16 billion on an undiscounted basis) are not recorded in our balance sheet. Credit rating agencies routinely use information concerning minimum lease payments required for our operating leases to calculate our debt capacity. The amounts reflected in the table above for operating leases represent future minimum lease payments under noncancelable operating leases (principally aircraft and facilities) with an initial or remaining term in excess of one year at May 31, 2012. In2015. Under the past, we financedproposed new lease accounting rules, the majority of these leases will be required to be recognized on the balance sheet as 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 ownershipliability with respect to market values, liquidity or after-tax cash flows.an offsetting right-to-use asset.

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.

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 ($5035 million) is excluded from the table. See Note 1112 of the accompanying consolidated financial statements for further information.

The amounts reflected

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

Investing Activities

The amounts reflected in the table above for capital purchase obligations represent noncancelable agreements to purchase capital-related equipment. Such contracts include those for certain purchases of aircraft, aircraft modifications, vehicles, facilities, computers and other equipment. Commitments to purchase aircraft in passenger configuration do not include the attendant costs to modify these aircraft for cargo transport unless we have entered into noncancelable commitments to modify such aircraft.

Financing Activities

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

The amounts reflected in the table above for long-term debt represent future scheduled payments on our long-term debt. In 2013,2016, we have no scheduled debt payments of $420 million, which includes $300 million for principal payments on our 9.65% unsecured notes that matured in June 2012, and principal and interest payments on capital leases.payments.

CRITICAL ACCOUNTING ESTIMATES

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

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

RETIREMENT PLANS

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

Pension benefits for most employeesplans and are accrued under a cash balance formula we call the Portable Pension Account. Under the Portable Pension Account, the retirement benefit is expressed as a dollar amountdescribed in a notional account that grows with annual credits based on pay, age and years of credited service, and interest on the notional account balance. The Portable Pension Account benefit

is payable as a lump sum or an annuity at retirement at the electionNote 13 of the employee. The plan interest credit rate varies from year to year based on a U.S. Treasury index and corporate bond rates. Prior to 2009, certain employees earned benefits using a traditional pension formula (based on average earnings and years of service). Benefits under this formula were capped on May 31, 2008 for most employees.

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

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

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

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

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

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

 

                                             
   2012  2011  2010 

U.S. domestic and international pension plans

  $524   $543   $308  

U.S. domestic and international defined contribution plans

   338    257    136  

Postretirement healthcare plans

   70    60    42  
  

 

 

  

 

 

  

 

 

 
  $932   $860   $486  
  

 

 

  

 

 

  

 

 

 
   2015  2014  2013 

Defined benefit pension plans:

    

Segment level

  $191   $285   $355  

Corporate, eliminations and other

   (232  (186  (192
  

 

 

  

 

 

  

 

 

 

Total defined benefit pension plans

  $(41 $99   $163  

Defined contribution plans

   385    363    354  

Postretirement healthcare plans

   81    78    78  

Retirement plans mark-to-market adjustment

   2,190    15    (1,368
  

 

 

  

 

 

  

 

 

 
  $  2,615   $555   $(773
  

 

 

  

 

 

  

 

 

 

Total retirement plans costThe components of the pre-tax mark-to-market losses (gains) are as follows, in millions:

   2015  2014  2013 

Discount rate changes

  $791  $705  $(1,076

Actual versus expected return on assets

   (35  (1,013  (696

Demographic assumption changes

   1,434   323   404 
  

 

 

  

 

 

  

 

 

 

Total mark-to-market loss (gain)

  $  2,190  $  15  $(1,368
  

 

 

  

 

 

  

 

 

 

2015

The implementation of new U.S. mortality tables in 2015 resulted in an increased $72 million in 2012 primarily due to higher expensesparticipant life expectancy assumption, which increased the overall projected benefit obligation by $1.2 billion. The weighted average discount rate for our 401(k) plans due to the full restorationall of company matching contributions on January 1, 2011. Total retirement plans cost increased $374 million in 2011 driven by lower discount rates used to measure our benefit obligations at our May 31, 2010 measurement date. Additionally, we incurred higher expenses for our 401(k) plans in 2011 due to the partial reinstatement of company-matching contributions on January 1, 2010 (previously suspended in February 2009).

Our retirement plans costs are expected to increase significantly in 2013, as historically low discount rates at May 31, 2012 will increase our expenses by over $165 million, of which $150 million is attributable to U.S. Pension Plan expense.

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

2014

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

 

                                             
   2012  2011  2010 

Service cost

  $593   $521   $417 

Interest cost

   976    900    823 

Expected return on plan assets

   (1,240  (1,062  (955

Recognized actuarial losses (gains) and other

   195    184    23 
  

 

 

  

 

 

  

 

 

 

Net periodic benefit cost

  $524   $543   $308 
  

 

 

  

 

 

  

 

 

 

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2013

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

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

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

 

xxxx,xxxxxxx,xxx

Measurement

Date

Discount
Rate

  

Amounts Determined by Measurement Date and
Discount Rate

5/31/2015

4.42%

5/31/2014

4.60    

5/31/2013

4.79    

5/31/2012

  4.442012 PBO and 2013 expense
5/31/20115.762011 PBO and 2012 expense
5/31/20106.372010 PBO and 2011 expense
5/31/20097.682009 PBO and 2010 expense

We determine the discount rate with the assistance of actuaries, who calculate the yield on a theoretical portfolio of high-grade corporate bonds (rated Aa or better) with cash flows designed to match our expected benefit payments in future years.. 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 tax-qualified U.S. domestic pension plan:

   Sensitivity (in millions) 
   Effect on 2013
Pension
Expense
   Effect on 2012
Pension
Expense
 

One-basis-point change in discount rate

  $2.3   $1.9 

Atplan, at our May 31, 20122015 measurement date, a 50-basis-point increase in the discount rate would have decreased our 20122015 PBO by approximately $1.5$1.7 billion and a 50-basis-point decrease in the discount rate would have increased our 20122015 PBO by approximately $1.7$1.9 billion. From 2009 to 2012,With the adoption of MTM accounting, the impact of changes in the discount rate usedon pension expense are predominately isolated to value our liabilities has declined by over 300 basis points, which increasedfourth quarter mark-to-market adjustment. A one-basis-point change in the valuation ofdiscount rate for our liabilities by over $7 billion.largest pension plan would have a $37 million effect on the fourth quarter mark-to-market adjustment but only a net $100,000 impact on segment level pension expense.

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

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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.

The following table summarizes our current asset allocation strategy (dollars in millions):

   Plan Assets at Measurement Date 
   2012  2011 

Asset Class

  Actual   Actual %  Target %  Actual   Actual %  Target % 

Domestic equities

  $5,616    33  33 $5,761    37  33

International equities

   1,657    10   12   2,013    13   12 

Private equities

   402    2   5   403    3   5 
  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Total equities

   7,675    45   50   8,177    53   50 

Fixed-income securities

   8,799    52   49   6,995    45   49 

Cash and other

   539    3   1   346    2   1 
  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 
  $17,013    100  100 $15,518    100  100
  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

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

A one-basis-point change in our expected return on plan assets impacts our 2016 segment pension expense by $2.3 million. The actual historical annual return on our U.S. Pension Plan assets, calculated on a compound geometric basis, was approximately 7.4%6.7%, net of investment manager fees and administrative expenses, for the 15-year period ended May 31, 20122015 and 7.8%7%, net of investment manager fees and administrative expenses, for the 15-year period ended May 31, 2011. A one-basis-point change2014. Any difference between actual plan asset performance and the expected return is reflected in our expected return on plan assets impacts our pension expense by $1.7 million.year-end MTM adjustment each fiscal year.

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 2013 pension expense, the calculated value method resulted in the same value as the market value.

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

 

    2012   2011  

Funded Status of Plans:

   

Projected benefit obligation (PBO)

  $        22,187   $        17,372  

Fair value of plan assets

   17,334    15,841  
  

 

 

  

 

 

 

Funded status of the plans

  $(4,853 $(1,531
  

 

 

  

 

 

 

Components of Funded Status by Plans:

   

U.S. qualified plans

  $(4,179 $(927)  

U.S. nonqualified plans

   (355)    (339)  

International plans

   (319)    (265)  
  

 

 

  

 

 

 

Net funded status

  $(4,853 $(1,531
  

 

 

  

 

 

 

Components of Amounts Included in Balance Sheets:

   

Current pension and other benefit obligations

  $(35)   $(33)  

Noncurrent pension and other benefit obligations

   (4,818)    (1,498)  
  

 

 

  

 

 

 

Net amount recognized

  $(4,853 $(1,531
  

 

 

  

 

 

 

Cash Amounts:

   

Cash contributions during the year

  $780   $557  

Benefit payments during the year

  $502   $468  
           2015                  2014         

Funded Status of Plans:

   

Projected benefit obligation (PBO)

  $27,512   $24,578  

Fair value of plan assets

   23,505    21,907  
  

 

 

  

 

 

 

Funded status of the plans

  $(4,007 $(2,671
  

 

 

  

 

 

 

Cash Amounts:

   

Cash contributions during the year

  $746   $727  

Benefit payments during the year

  $815   $801  

The amounts recognized in the 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. At May 31, 2012, we recorded a decrease to equity through OCI of $2.4 billion (net of tax) to reflect unrealized actuarial losses during 2012 related to a decline in the discount rate. Those losses are subject to amortization over future years and may be reflected in future income statements unless they are recovered. At May 31, 2011, we recorded a decrease to equity through OCI of $350 million (net of tax) to reflect unrealized actuarial losses during 2011 related to a decline in the discount rate.

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 Internal Revenue ServiceIRS rules falls below 80% at the beginning of a plan year. All of our U.S. Pension Plans have funded status levels in excess of 80% and our plans remain adequately funded to provide benefits to our employees as they come due. Additionally, current benefit payments are nominal compared to our total plan assets (benefit payments for our U.S. Pension Plans for 20122015 were approximately $465$744 million or 3%3.2% of plan assets).

During 2012,2015, we made $722$388 million in required contributions to our U.S. Pension Plans, including $226 million in voluntary contributions.Plans. Over the past several years, we have made voluntary contributions to our U.S. Pension Plans in excess of the minimum required contributions. Amounts contributed in excess of the minimum required can result in a credit balance for funding purposes that can be used to meetreduce minimum contribution requirements in future years. Our current credit balance exceeds $2.8 billion at May 31, 2015. For 2013,2016, we anticipate making required contributions to our U.S. Pension Plans totaling approximately $550 million.

Cumulative unrecognized actuarial losses were $8.9 billion through May 31, 2012, compared to $5.4 billion through May 31, 2011. These unrecognized losses reflect changes in the discount rates and differences between expected and actual asset returns,$660 million (approximately $500 million of 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 amortizationrequired).

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See Note 13 of these actuarial losses of $302 million in 2012, $276 million in 2011 and $125 million in 2010.the accompanying consolidated financial statements for further information about our retirement plans.

SELF-INSURANCE ACCRUALS

We are self-insured up to certain limits for costs associated with workers’ compensation claims, vehicle accidents and general business liabilities, and benefits paid under employee healthcare and long-term disability programs. Our reserves are established for estimates of loss on reported claims, including incurred-but-not-reported claims. Self-insurancesSelf-insurance accruals reflected in our balance sheet were $1.6$2.0 billion at May 31, 2012,2015 and $1.8 billion at May 31, 2011.2014. Approximately 40%41% of these accruals were classified as current liabilities.

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

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

LONG-LIVED ASSETS

PROPERTYUSEFUL LIVES AND EQUIPMENTSALVAGE VALUES. Our key businesses arebusiness is capital intensive, with approximately 58%56% of our total assets invested in our transportation and information systems infrastructures. We capitalize only those costs that meet the definition of capital assets under accounting standards. Accordingly, repair and maintenance costs that do not extend the useful life of an asset or are not part of the cost of acquiring the asset are expensed as incurred.

The depreciation or amortization of our capital assets over their estimated useful lives, and the determination of any salvage values, requires management to make judgments about future events. Because we utilize many of our capital assets over relatively long periods (the majority of aircraft costs are depreciated over 15 to 30 years), we periodically evaluate whether adjustments to our estimated service lives or salvage values are necessary to ensure these estimates properly match the economic use of the asset. This evaluation may result in changes in the estimated lives and residual values used to depreciate our aircraft and other equipment. In May 2012, we made the decision to shorten the depreciable lives for 54 aircraft and related engines to accelerate the retirement of these aircraft to better align the U.S. domestic air network capacity to match current and anticipated shipment volumes in light of the delivery schedule for replacement aircraft. Due to our decision to accelerate retirement of certain aircraft and related engines, our depreciation expense will increase over the next three years, partially offset from the avoidance of depreciation related to aircraft retirements. (See the “Outlook” section for additional information). 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 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 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 incurred an additional $74 million in year-over-year accelerated depreciation expense in 2014.

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IMPAIRMENT. The FedEx Express global air and ground network includes a fleet of 647 aircraft (including approximately 300 supplemental aircraft) that provide delivery of packages and freight to more than 220 countries and territories through a wide range of U.S. and international shipping services. While certain aircraft are utilized in primary geographic areas (U.S. versus international), we operate an integrated global network, and utilize our aircraft and other modes of transportation to achieve the lowest cost of delivery while maintaining our service commitments to our customers. Because of the integrated nature of our global network, our aircraft are interchangeable across routes and geographies, giving us flexibility with our fleet planning to meet changing global economic conditions and maintain and modify aircraft as needed.

Because of the lengthy lead times for aircraft manufacture and modifications, we must anticipate volume levels and plan our fleet requirements years in advance, and make commitments for aircraft based on those projections. Furthermore, the timing and availability of certain used aircraft types (particularly those with better fuel efficiency) may create limited opportunities to acquire these aircraft at favorable prices in advance of our capacity needs. These activities create risks that asset capacity may exceed demand and that an impairment of our assets may occur.demand. Aircraft purchases (primarily aircraft in passenger configuration) that have not been placed in service totaled $127$102 million at May 31, 20122015 and $173$82 million at May 31, 2011.2014. We plan to modify these assets in the future and place them into operations.

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.

DuringIn 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. The criteria for determining whether an asset has been permanently removed from service (and, as a result, impaired) include, but are not limited to, our global economic outlook and the impact of our outlook on our current and projected volume levels, including capacity needs during our peak shipping seasons; the introduction of new fleet types or decisions to permanently retire an aircraft fleet from operations; and changes to planned service expansion activities. At May 31, 2015, we had one aircraft temporarily idled. This aircraft has been idled for approximately two months and is expected to return to revenue service.

In the fourth quarter of 2012,2015, we incurredretired from service seven Boeing MD11 aircraft and 12 related engines, four Airbus A310-300 aircraft and three related engines, three Airbus A300-600 aircraft and three related engines and one Boeing MD10-10 aircraft and three related engines, and related parts. We also adjusted the retirement schedule of an additional 23 aircraft and 57 engines. As a consequence, impairment and related charges of $276 million ($175 million, net of tax, or $0.61 per diluted share), of which $246 million was noncash, were recorded in the fourth quarter. The decision to permanently retire these aircraft and engines aligns with FedEx Express’s plans to rationalize capacity and modernize its aircraft fleet to more effectively serve its customers. These combined retirement changes will not have a material impact on our near-term depreciation expense.

In 2013, we retired from service two Airbus A310-200 aircraft and four related engines, three Airbus A310-300 aircraft and two related engines and five Boeing MD10-10 aircraft and 15 related engines, to align with the plans of FedEx Express to modernize its aircraft fleet and improve its global network. As a consequence of this decision, a noncash impairment charge of $134 million. This charge related to our May 2012 decision to permanently retire 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$100 million ($63 million, net of FedEx Express to match current and anticipated shipment volumes. The majoritytax, or $0.20 per diluted share) was recorded in 2013. All of these aircraft were temporarily idled and not in revenue service.

In 2011, we incurred asset impairment charges of $29 million related to the combination of our LTL operations at FedEx Freight. There were no material property and equipment impairment charges recognized in 2010.

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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, 20122015 we had approximately $14$16 billion (on an undiscounted basis) of future commitments for payments under operating leases. The weighted-average remaining lease term of all operating leases outstanding at May 31, 20122015 was approximately six years. The future commitments for operating leases are not reflected as a liability in our balance sheet under current U.S. accounting rules.

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

Under a proposed revision to the accounting standards for leases, we would be required to record an asset and a liability for our outstanding operating leases similar to the current accounting for capital leases. Notably, the amount we record in the future would be the net present value of our future lease commitments at the date of adoption. This proposed guidance has not been issued and has been subjected to numerous revisions, sincemost recently in May 2013. While we are not required to quantify the proposal was issued. Accordingly, we cannot make any judgments about the specific impacteffects of the new proposed standardrule changes until they are finalized, we believe that a majority of our operating lease obligations reflected in the contractual cash obligations table would be required to us. However,be reflected in our balance sheet were the proposed rules to be adopted. Furthermore, our existing financing agreements and the rating agencies that evaluate our credit worthinesscreditworthiness already take our operating leases into account.

GOODWILL. As of May 31, 2012,2015, we had $2.4$3.8 billion of recorded goodwill from our business acquisitions, representing the excess of the purchase price over the fair value of the net assets we have acquired. During 2015 we recorded $1.1 billion in additional goodwill associated with our GENCO and Bongo acquisitions. Several factors give rise to goodwill in our acquisitions, such as the expected benefit from synergies of the combination and the existing workforce of the acquired entity.business.

In our evaluation of goodwill impairment, we perform a qualitative assessment whichthat requires management judgment and the use of estimates to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive, we would proceed to a two-step process to test goodwill for impairment, including comparing the fair value of eachthe reporting unit withto its carrying value (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 test.tests.

Our reporting units with significant recorded goodwill include our FedEx Express, FedEx Ground, FedEx Freight, and FedEx Office (reported in the FedEx Services segment) reporting units.and GENCO (reported in the FedEx Ground segment). We evaluated these reporting units during the fourth quarters of 20122015 and 2011.2014. The estimated fair value of each of these reporting units exceeded their carrying values in 20122015 and 2011,2014, and we do not believe that any of these reporting units were at risk as of May 31, 2012. We have recorded goodwill impairment charges associated with our FedEx Office reporting unit in recent years. While the performance of this business has improved, the realization of the value of the remaining attributable goodwill ($351 million) is dependent upon execution of our growth strategies and initiatives in the future.

In connection with our annual impairment testing of goodwill conducted in the fourth quarter of 2010, we recorded a charge of $18 million for impairment of the value of the remaining goodwill at our FedEx National LTL reporting unit. The impairment charge resulted from the significant negative impact of the U.S. recession on the LTL industry, which resulted in volume and yield declines and operating losses. In connection with the combination of our LTL networks in 2011, this unit was merged into the FedEx Freight reporting unit.2015.

CONTINGENCIES

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

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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 1718 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 1718 is not expected to be material to our financial position, results of operations or cash flows. The following describes our methods and associated processes for evaluating these matters.

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

Tax contingencies arise from uncertainty in the application of tax rules throughout the many jurisdictions in which we operate and are impacted by several factors, including tax audits, appeals, litigation, changes in tax laws and other rules and their interpretations, and

changes in our business. We regularly assess the potential impact of these factors for the current and prior years to determine the adequacy of our tax provisions. We continually evaluate the likelihood and amount of potential adjustments and adjust our tax positions, including the current and deferred tax liabilities, in the period in which the facts that give rise to a revision become known. In addition, management considers the advice of third parties in making conclusions regarding tax consequences.

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.

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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 will behas been incurred and the amount of the loss can be reasonably estimated. This guidance also requires disclosure of a loss contingency matter when, in management’s judgment, a material loss is reasonably possible or probable.

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

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

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

 

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

 

the procedural status of each lawsuit;matter;

 

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

 

the amount of time remaining before thea trial date;

 

the status of discovery;

 

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

 

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

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

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

RISK FACTORS

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

We are directly affected by the state of the economy. While macro-economic risks apply to most companies, we are particularly vulnerable. The transportation industry is highly cyclical and especially susceptible to trends in economic activity, such as the recent global recession.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.goods, and as companies

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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.economy, the rate of growth of global trade and the typically more volatile economies of emerging markets. In 2012, global economic conditions resulted in decreased demand2015, we saw a continued customer preference for our U.S. domestic and International Priority package services at FedEx Express, as customers utilized lower priced deferredslower, less costly shipping services.

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

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

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

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

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

Our businesses are capital intensive, and we must make capital decisions based upon projected volume levels. We make significant investments in aircraft, vehicles, technology, package handling facilities, sort equipment, copy equipment and other assets to support our transportation and business networks. We also make significant investments to rebrand, integrate and grow the companies that we acquire. The amount and timing of capital investments depend on various factors, including our anticipated volume growth. We must make commitments to purchase or modify aircraft years before the aircraft are actually needed. We must predict volume levels and fleet requirements and make commitments for aircraft based on those projections. Missing our projections could result in too much or too little capacity relative to our shipping volumes. Overcapacity could lead to asset dispositions or write-downs and undercapacity could negatively impact service levels. For example, in the fourth quarter of 2012, in order to better align the U.S. domestic air network capacity of FedEx Express to match current and anticipated shipment volumes, we made a decision to retire from service certain aircraft and certain excess aircraft engines and thus recorded a noncash impairment charge of $134 million. We are also developing operating and cost structure plans to further improve our efficiency at FedEx Express.

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

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

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

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

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

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

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

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

We believe that FedEx Ground’s owner-operators are properly classified as independent contractors and that FedEx Ground is not an employer of the drivers of the company’s independent contractors. However, adverse determinations in these matters could, among other things, entitle certain of our contractorsowner-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. If FedEx Ground is compelledChanges to convert itsstate laws governing the definition of independent contractors could also impact the status of FedEx Ground’s owner-operators.

We may not be able to employees, labor organizations could more easily organize these individuals,achieve our operatingprofit improvement goal by the end of 2016. In 2013, we announced profit improvement programs primarily through initiatives at FedEx Express and FedEx Services that include cost reductions, modernization of our aircraft fleet, transformation of the U.S. domestic operations and international profit improvements at FedEx Express, and improved efficiencies and lower costs could increase materiallyof information technology at FedEx Services. To this end, since 2013, we have retired from service 25 aircraft and 42 related engines, and we could incur significant capital outlays.have adjusted the retirement schedule of numerous aircraft and engines, in an effort to rationalize capacity and modernize our aircraft fleet. Additionally, during 2014, we completed a voluntary buyout program offering cash buyouts to eligible U.S.-based employees. We will continue to work towards our goal of annual profitability improvement at FedEx Express of $1.6 billion by the end of 2016. Our ability to achieve this objective is dependent on a number of factors, including the health of the global economy and future customer demand, particularly for our priority services. In light of these factors, we may not be able to achieve our goal.

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.

Increased pilot safety requirements could impose substantial costs on us. The FAA, in September 2010, 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 May 2012, however, the FAA indicated that it would reconsider the exclusion of cargo pilots from these new pilot fatigue requirements. Thus, it is reasonably possible that these rules or other future flight safety requirements could impose material costs on us.- 84 -


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

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

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

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

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

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. For instance, because FedEx SmartPost uses the USPS for final delivery to residences, any changes in USPS services (such as the cessation of Saturday delivery) could impact the terms and cost of our FedEx SmartPost service.

In addition, the USPS has informed us that it intends to solicit proposals for the provision of air transportation services currently provided by FedEx Express upon the expiration of the current agreement in September 2013. Accordingly, upon the expiration of the current agreement, the transportation services we provide to the USPS could be transitioned, in whole or in part, to another provider. This would have a negative impact on our asset utilization and profitability. Moreover, to the extent that any such services are retained by us, the terms and conditions of the new arrangement may be less favorable than those currently in place.

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;

 

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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 British pound, Canadian dollar, Chinese yuan, euro, Hong KongBritish pound, Brazilian real, Mexican peso and the Canadian dollar, and Japanese yen, which can affect our sales levels and foreign currency sales prices;

 

market acceptance of our new service and growth initiatives;

 

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

 

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

 

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

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

 

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

 

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

FORWARD-LOOKING STATEMENTS

Certain statements in this report, including (but not limited to) those contained in “Outlook” (including segment outlooks), “Liquidity,” “Capital Resources,” “Liquidity Outlook,” “Contractual Cash Obligations” and “Critical Accounting Estimates,” and the “Retirement Plans” and “Contingencies” notes to the consolidated financial statements, are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations, cash flows, plans, objectives, future performance and business. Forward-looking statements include those preceded by, followed by or that

include the words “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “plans,” “estimates,” “targets,” “projects,” “intends” or similar expressions. These forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated (expressed or implied) by such forward-looking statements, because of, among other things, the risk factors identified above and the other risks and uncertainties you can find in our press releases and other SEC filings.

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

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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.

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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, 2012,2015, the end of our fiscal year. Management based its assessment on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of May 31, 2012.2015.

The effectiveness of our internal control over financial reporting as of May 31, 2012,2015, has been audited by Ernst & Young LLP, the independent registered public accounting firm who also audited the Company’s consolidated financial statements included in this Annual Report on Form 10-K. Ernst & Young LLP’s report on the Company’s internal control over financial reporting is included in this Annual Report on Form 10-K.

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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, 2012,2015, based on criteria established in Internal Control—Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). FedEx Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

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

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

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

In our opinion, FedEx Corporation maintained, in all material respects, effective internal control over financial reporting as of May 31, 2012,2015, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of FedEx Corporation as of May 31, 20122015 and 2011,2014, and the related consolidated statements of income, comprehensive income, changes in stockholders’ investment, and comprehensive income (loss), and cash flows for each of the three years in the period ended May 31, 20122015 of FedEx Corporation and our report dated July 16, 201214, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Memphis, Tennessee

July 16, 201214, 2015

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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, 20122015 and 2011,2014, and the related consolidated statements of income, comprehensive income, changes in stockholders’ investment and comprehensive income (loss), and cash flows for each of the three years in the period ended May 31, 2012.2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of FedEx Corporation at May 31, 20122015 and 2011,2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended May 31, 2012,2015, in conformity with U.S. generally accepted accounting principles.

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

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), FedEx Corporation’s internal control over financial reporting as of May 31, 2012,2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated July 16, 201214, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Memphis, Tennessee

July 16, 201214, 2015

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FEDEX CORPORATION

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS)

 

  May 31, 
  May 31,   2015   2014 
  2012   2011       As Adjusted 

ASSETS

        

CURRENT ASSETS

        

Cash and cash equivalents

  $        2,843   $        2,328   $3,763   $2,908 

Receivables, less allowances of $178 and $182

   4,704    4,581 

Spare parts, supplies and fuel, less allowances of $184 and $169

   440    437 

Receivables, less allowances of $185 and $164

   5,719    5,460 

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

   498    463 

Deferred income taxes

   533    610    606    522 

Prepaid expenses and other

   536    329    355    330 
  

 

   

 

 
  

 

   

 

 

Total current assets

   9,056    8,285    10,941    9,683 

PROPERTY AND EQUIPMENT, AT COST

        

Aircraft and related equipment

   14,360    13,146    16,186    15,632 

Package handling and ground support equipment

   5,912    5,591    6,725    6,082 

Computer and electronic equipment

   4,646    4,408    5,208    5,097 

Vehicles

   3,654    3,294    5,816    5,514 

Facilities and other

   7,592    7,247    8,929    8,366 
  

 

   

 

   

 

   

 

 
   36,164    33,686    42,864    40,691 

Less accumulated depreciation and amortization

   18,916    18,143    21,989    21,141 
  

 

   

 

   

 

   

 

 

Net property and equipment

   17,248    15,543    20,875    19,550 

OTHER LONG-TERM ASSETS

        

Goodwill

   2,387    2,326    3,810    2,790 

Other assets

   1,212    1,231    1,443    1,047 
  

 

   

 

   

 

   

 

 

Total other long-term assets

   3,599    3,557    5,253    3,837 
  

 

   

 

   

 

   

 

 
  $  37,069   $  33,070 
  $29,903   $27,385   

 

   

 

 
  

 

   

 

 

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

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FEDEX CORPORATION

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT SHARE DATA)

 

  May 31, 
  May 31,   2015 2014 
  2012 2011     As Adjusted 

LIABILITIES AND STOCKHOLDERS’ INVESTMENT

      

CURRENT LIABILITIES

      

Current portion of long-term debt

  $417  $18   $19  $1 

Accrued salaries and employee benefits

   1,635   1,268    1,436   1,277 

Accounts payable

   1,613   1,702    2,066   1,971 

Accrued expenses

   1,709   1,894    2,436   2,063 
  

 

  

 

 
  

 

  

 

 

Total current liabilities

   5,374   4,882    5,957   5,312 

LONG-TERM DEBT, LESS CURRENT PORTION

   1,250   1,667    7,249   4,736 

OTHER LONG-TERM LIABILITIES

      

Deferred income taxes

   836   1,336    1,747   2,114 

Pension, postretirement healthcare and other benefit obligations

   5,582   2,124    4,893   3,484 

Self-insurance accruals

   963   977    1,120   1,038 

Deferred lease obligations

   784   779    711   758 

Deferred gains, principally related to aircraft transactions

   251   246    181   206 

Other liabilities

   136   154    218   145 
  

 

  

 

   

 

  

 

 

Total other long-term liabilities

   8,552   5,616    8,870   7,745 

COMMITMENTS AND CONTINGENCIES

      

COMMON STOCKHOLDERS’ INVESTMENT

      

Common stock, $0.10 par value; 800 million shares authorized; 317 million shares issued as of May 31, 2012 and May 31, 2011

   32   32 

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

   32   32 

Additional paid-in capital

   2,595   2,484    2,786   2,643 

Retained earnings

   17,134   15,266    16,900   16,229 

Accumulated other comprehensive loss

   (4,953  (2,550

Accumulated other comprehensive income

   172   506 

Treasury stock, at cost

   (81  (12   (4,897  (4,133
  

 

  

 

 
  

 

  

 

 

Total common stockholders’ investment

   14,727   15,220    14,993   15,277 
  

 

  

 

   

 

  

 

 
  $  37,069  $  33,070 
  $        29,903  $        27,385   

 

  

 

 
  

 

  

 

 

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

- 92 -


FEDEX CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

 

  Years ended May 31, 
  Years ended May 31,   2015 2014 2013 
  2012 2011 2010     As Adjusted 

REVENUES

  $      42,680  $      39,304  $      34,734   $  47,453  $  45,567  $  44,287 

OPERATING EXPENSES:

        

Salaries and employee benefits

   16,099   15,276   14,027    17,110   16,171   16,055 

Purchased transportation

   6,335   5,674   4,728    8,483   8,011   7,272 

Rentals and landing fees

   2,487   2,462   2,359    2,682   2,622   2,521 

Depreciation and amortization

   2,113   1,973   1,958    2,611   2,587   2,386 

Fuel

   4,956   4,151   3,106    3,720   4,557   4,746 

Maintenance and repairs

   1,980   1,979   1,715    2,099   1,862   1,909 

Impairment and other charges

   134   89   18 

Business realignment, impairment and other charges

   276      660 

Retirement plans mark-to-market adjustment

   2,190   15   (1,368

Other

   5,390   5,322   4,825    6,415   5,927   5,672 
  

 

  

 

  

 

 
   39,494   36,926   32,736   

 

  

 

  

 

 
  

 

  

 

  

 

    45,586   41,752   39,853 
  

 

  

 

  

 

 

OPERATING INCOME

   3,186   2,378   1,998    1,867   3,815   4,434 

OTHER INCOME (EXPENSE):

        

Interest expense

   (52  (86  (79   (235  (160  (82

Interest income

   13   9   8    14   18   21 

Other, net

   (6  (36  (33   (19  (15  (35
  

 

  

 

  

 

   

 

  

 

  

 

 
   (45  (113  (104   (240  (157  (96
  

 

  

 

  

 

   

 

  

 

  

 

 

INCOME BEFORE INCOME TAXES

   3,141   2,265   1,894    1,627   3,658   4,338 

PROVISION FOR INCOME TAXES

   1,109   813   710    577   1,334   1,622 
  

 

  

 

  

 

   

 

  

 

  

 

 

NET INCOME

  $2,032  $1,452  $1,184   $1,050  $2,324  $2,716 
  

 

  

 

  

 

 
  

 

  

 

  

 

 

BASIC EARNINGS PER COMMON SHARE

  $6.44  $4.61  $3.78   $3.70  $7.56  $8.61 
  

 

  

 

  

 

   

 

  

 

  

 

 

DILUTED EARNINGS PER COMMON SHARE

  $6.41  $4.57  $3.76   $3.65  $7.48  $8.55 
  

 

  

 

  

 

   

 

  

 

  

 

 

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

- 93 -


FEDEX CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWSCOMPREHENSIVE INCOME

(IN MILLIONS)

 

   Years ended May 31, 
   2012  2011  2010 

OPERATING ACTIVITIES

    

Net income

  $      2,032  $      1,452  $      1,184 

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

    

Depreciation and amortization

   2,113   1,973   1,958 

Provision for uncollectible accounts

   160   152   124 

Deferred income taxes and other noncash items

   1,126   669   331 

Impairment and other charges

   134   29   18 

Stock-based compensation

   105   98   101 

Changes in assets and liabilities:

    

Receivables

   (254  (400  (906

Other current assets

   (231  (114  276 

Pension assets and liabilities, net

   (453  (169  (611

Accounts payable and other liabilities

   144   370   710 

Other, net

   (41  (19  (47
  

 

 

  

 

 

  

 

 

 

Cash provided by operating activities

   4,835   4,041   3,138 

INVESTING ACTIVITIES

    

Capital expenditures

   (4,007  (3,434  (2,816

Business acquisitions, net of cash acquired

   (116  (96    

Proceeds from asset dispositions and other

   74   111   35 
  

 

 

  

 

 

  

 

 

 

Cash used in investing activities

   (4,049  (3,419  (2,781

FINANCING ACTIVITIES

    

Principal payments on debt

   (29  (262  (653

Proceeds from stock issuances

   128   108   94 

Excess tax benefit on the exercise of stock options

   18   23   25 

Dividends paid

   (164  (151  (138

Purchase of treasury stock

   (197        

Other, net

       (5  (20
  

 

 

  

 

 

  

 

 

 

Cash used in financing activities

   (244  (287  (692
  

 

 

  

 

 

  

 

 

 

Effect of exchange rate changes on cash

   (27  41   (5
  

 

 

  

 

 

  

 

 

 

Net increase (decrease) in cash and cash equivalents

   515   376   (340

Cash and cash equivalents at beginning of period

   2,328   1,952   2,292 
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $2,843  $2,328  $1,952 
  

 

 

  

 

 

  

 

 

 
   Years Ended May 31, 
   2015  2014  2013 
      As Adjusted 

NET INCOME

  $  1,050  $  2,324  $  2,716 

OTHER COMPREHENSIVE (LOSS) INCOME:

    

Foreign currency translation adjustments, net of tax benefit of $45, $1 and $12

   (334  (25  41 

Amortization of prior service credit and other, net of tax expense of $1 in 2015 and tax benefit of $38 and $51 in 2014 and 2013

      (76  (63
  

 

 

  

 

 

  

 

 

 
   (334  (101  (22
  

 

 

  

 

 

  

 

 

 

COMPREHENSIVE INCOME

  $716  $2,223  $2,694 
  

 

 

  

 

 

  

 

 

 

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

- 94 -


FEDEX CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’CASH FLOWS

INVESTMENT AND COMPREHENSIVE INCOME (LOSS)

(IN MILLIONS, EXCEPT SHARE DATA)MILLIONS)

 

   Common
Stock
   Additional
Paid-in
Capital
   Retained
Earnings
  Accumulated
Other
Comprehensive
Income (Loss)
  Treasury
Stock
  Total 

Balance at May 31, 2009

  $31   $2,053   $12,919  $(1,373 $(4 $13,626 

Net income

             1,184           1,184 

Foreign currency translation adjustment, net of tax of $2

                 (25      (25

Retirement plans adjustments, net of tax of $617

                 (1,042      (1,042
         

 

 

 

Total comprehensive income

          117 
         

 

 

 

Purchase of treasury stock

                     (3  (3

Cash dividends declared ($0.44 per share)

             (137          (137

Employee incentive plans and other (2,375,753 shares issued)

        208                208 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance at May 31, 2010

   31    2,261    13,966   (2,440  (7  13,811 

Net income

             1,452           1,452 

Foreign currency translation adjustment, net of tax of $27

                 125       125 

Retirement plans adjustments, net of tax of $141

                 (235      (235
         

 

 

 

Total comprehensive income

          1,342 
         

 

 

 

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 

Foreign currency translation adjustment, net of tax of $26

                 (95      (95

Retirement plans adjustments, net of tax of $1,369

                 (2,308      (2,308
         

 

 

 

Total comprehensive loss

          (371
         

 

 

 

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 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 
   Years ended May 31, 
   2015  2014  2013 
      As Adjusted 

OPERATING ACTIVITIES

    

Net income

  $1,050  $2,324  $2,716 

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

    

Depreciation and amortization

   2,611   2,587   2,386 

Provision for uncollectible accounts

   145   130   167 

Deferred income taxes and other noncash items

   (572  339   734 

Business realignment, impairment and other charges

   246      479 

Stock-based compensation

   133   117   109 

Retirement plans mark-to-market adjustment

   2,190   15   (1,368

Changes in assets and liabilities:

    

Receivables

   (392  (516  (451

Other current assets

   25    (22  257 

Pension and postretirement healthcare assets and liabilities, net

   (692  (453  (335

Accounts payable and other liabilities

   659    (235  10 

Other, net

   (37  (22  (16
  

 

 

  

 

 

  

 

 

 

Cash provided by operating activities

   5,366   4,264   4,688 

INVESTING ACTIVITIES

    

Capital expenditures

   (4,347  (3,533  (3,375

Business acquisitions, net of cash acquired

   (1,429  (36  (483

Proceeds from asset dispositions and other

   24   18   55 
  

 

 

  

 

 

  

 

 

 

Cash used in investing activities

   (5,752  (3,551  (3,803

FINANCING ACTIVITIES

    

Principal payments on debt

   (5  (254  (417

Proceeds from debt issuances

   2,491   1,997   1,739 

Proceeds from stock issuances

   320   557   280 

Excess tax benefit on the exercise of stock options

   51   44   23 

Dividends paid

   (227  (187  (177

Purchase of treasury stock, including accelerated share repurchase agreements

   (1,254  (4,857  (246

Other, net

   (27  (19  (18
  

 

 

  

 

 

  

 

 

 

Cash provided by (used in) financing activities

   1,349   (2,719  1,184 
  

 

 

  

 

 

  

 

 

 

Effect of exchange rate changes on cash

   (108  (3  5 
  

 

 

  

 

 

  

 

 

 

Net increase (decrease) in cash and cash equivalents

   855   (2,009  2,074 

Cash and cash equivalents at beginning of period

   2,908   4,917   2,843 
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $  3,763  $2,908  $  4,917 
  

 

 

  

 

 

  

 

 

 

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

- 95 -


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
  Treasury
Stock
  Total 

Balance at May 31, 2012 - as adjusted

  $32   $2,595  $11,552  $629  $(81 $    14,727 

Net income

          2,716         2,716 

Other comprehensive loss, net of tax of $63

             (22     (22

Purchase of treasury stock (2.7 million shares)

                (246  (246

Cash dividends declared ($0.56 per share)

       ��  (176        (176

Employee incentive plans and other (4.2 million shares issued)

       73         326   399 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at May 31, 2013 - as adjusted

   32    2,668   14,092   607   (1  17,398 

Net income

          2,324         2,324 

Other comprehensive loss, net of tax of $39

             (101     (101

Purchase of treasury stock (36.8 million shares)

                (4,857  (4,857

Cash dividends declared ($0.60 per share)

          (187        (187

Employee incentive plans and other (6.7 million shares issued)

       (25        725   700 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at May 31, 2014 - as adjusted

   32    2,643   16,229   506   (4,133  15,277 

Net income

          1,050         1,050 

Other comprehensive loss, net of tax of $44

             (334     (334

Purchase of treasury stock (8.1 million shares)

                (1,254  (1,254

Cash dividends declared ($0.80 per share)

          (227        (227

Employee incentive plans and other (3.7 million shares issued)

       143   (152     490   481 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at May 31, 2015

  $32   $2,786  $16,900  $172  $(4,897 $14,993 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

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

- 96 -


FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS. FedEx Corporation (“FedEx”) provides a broad portfolio of transportation, e-commerce and business services through companies competing collectively, operating independently and managed collaboratively, under the respected FedEx brand. Our primary operating companies are Federal Express Corporation (“FedEx Express”), the world’s largest express transportation company; FedEx Ground Package System, Inc. (“FedEx Ground”), a leading North American provider of small-package ground delivery services; and FedEx Freight, Inc. (“FedEx Freight”), a leading North AmericanU.S. provider of less-than-truckload (“LTL”) freight services. These companies represent our major service lines and, along with FedEx Corporate Services, Inc. (“FedEx Services”), form the core of our reportable segments. Our FedEx Services segment provides sales, marketing, information technology, communications and certain back-office support to our transportation segments. In addition, the FedEx Services segment provides customers with retail access to FedEx Express and FedEx Ground shipping services through FedEx Office and Print Services, Inc. (“FedEx Office”), and provides customer service, technical support and billing and collection services through FedEx TechConnect, Inc. (“FedEx TechConnect”).

FISCAL YEARS. Except as otherwise specified, references to years indicate our fiscal year ended May 31, 20122015 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 (with the exception of FedEx SmartPost as described below).basis. Costs associated with independent contractor settlements are recognized as incurred and included in the caption “Purchased transportation” in the accompanying consolidated statements of income. For shipments in transit, revenue is recorded based on the percentage of service completed at the balance sheet date. Estimates for future billing adjustments to revenue and accounts receivable are recognized at the time of shipment for money-back service guarantees and billing corrections. Delivery costs are accrued as incurred.

Our contract logistics, global trade services and certain transportation businesses such as FedEx SmartPost, engage in some transactions wherein they act as agents. Revenue from these transactions is recorded on a net basis. Net revenue includes billings to customers less third-party charges, including transportation or handling costs, fees, commissions and taxes and duties.

Certain of our revenue-producing transactions are subject to taxes, such as sales tax, assessed by governmental authorities. We present these revenues net of tax.

CREDIT RISK. We routinely grant credit to many of our customers for transportation and business services without collateral. The risk of credit loss in our trade receivables is substantially mitigated by our credit evaluation process, short collection terms and sales to a large number of customers, as well as the low revenue per transaction for most of our services. Allowances for potential credit losses are determined based on historical experience and the impact of current economic factors on the composition of accounts receivable. Historically, credit losses have been within management’s expectations.

- 97 -


ADVERTISING. Advertising and promotion costs are expensed as incurred and are classified in other operating expenses. Advertising and promotion expenses were $421$403 million in 2012, $3752015, $407 million in 20112014 and $374$424 million in 2010.2013.

CASH EQUIVALENTS. Cash in excess of current operating requirements is invested in short-term, interest-bearing instruments with maturities of three months or less at the date of purchase and is stated at cost, which approximates market value.

SPARE PARTS, SUPPLIES AND FUEL.Spare parts (principally aircraft-related) are reported at weighted-average cost. Allowances for obsolescence are provided for spare parts currently identified as excess or obsolete as well as expected to be on hand at the date the aircraft are retired from service. These allowances are provided over the estimated useful life of the related aircraft and engines. Additionally, allowances for obsolescence are provided for spare parts currently identified as excess or obsolete. These allowances are based on management estimates, which are subject to change. SuppliesThe majority of our supplies and our fuel are reported at weighted averageweighted-average cost.

PROPERTY AND EQUIPMENT. Expenditures for major additions, improvements and flight equipment modifications are capitalized when such costs are determined to extend the useful life of the asset or are part of the cost of acquiring the asset. Expenditures for equipment overhaul costs of engines or airframes prior to their operational use are capitalized as part of the cost of such assets as they are costs required to ready the asset for its intended use. Maintenance and repairs costs are charged to expense as incurred.incurred, except for certain aircraft engine maintenance costs incurred under third-party service agreements. These agreements, which became effective June 1, 2014, resulted in costs being expensed based on cycles or hours flown and are subject to annual escalation. These service contracts transfer risk to third party service providers and generally fix the amount we pay for maintenance to the service provider as a rate per cycle or flight hour, in exchange for maintenance and repairs under a predefined maintenance program. We capitalize certain direct internal and external costs associated with the development of internal-use software. Gains and losses on sales of property used in operations are classified within operating expenses.

For financial reporting purposes, we record depreciation and amortization of property and equipment on a straight-line basis over the asset’s service life or related lease term, if shorter. For income tax purposes, depreciation is computed using accelerated methods when applicable.

The consolidated balance sheet for 2014 reflects the reclassification of $1.1 billion of vehicles that were previously presented in package handling and ground support equipment and $72 million of facilities and other that were previously presented in computer and electronic equipment. The reclassification has no impact on the net book value of property and equipment, total assets, or depreciation expense.

The depreciable lives and net book value of our property and equipment are as follows (dollars in millions):

 

     Net Book Value at May 31,       Net Book Value at May 31, 
  

Range

  2012   2011   Range          2015                 2014        

Wide-body aircraft and related equipment

  15 to 30 years  $7,161   $6,536    15 to 30 years    $7,548   $7,223 

Narrow-body and feeder aircraft and related equipment

    5 to 18 years   1,881    1,517    5 to 18 years     2,943    2,639 

Package handling and ground support equipment

    3 to 30 years   2,101    1,985    3 to 30 years     2,410    2,024 

Vehicles

    3 to 15 years   1,411    1,076    3 to 15 years     2,717    2,615 

Computer and electronic equipment

    2 to 10 years   930    776    2 to 10 years     866    923 

Facilities and other

    2 to 40 years   3,764    3,653    2 to 40 years     4,391    4,126 

- 98 -


Substantially all property and equipment have no material residual values. The majority of aircraft costs are depreciated on a straight-line basis over 15 to 30 years. We periodically evaluate the estimated service lives and residual values used to depreciate our property and equipment. This evaluation may result in changes inIn May 2015, we adjusted the estimated lives and residual values as it did in 2012 with certain aircraft. Such changes did not materially affect depreciation expense in any period presented; however, changes to the estimateddepreciable lives of certain23 aircraft and 57 engines. These changes will not have a material impact 2013on near-term depreciation expense. In May 2012,2013, 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 2012, we shortened the depreciable lives for 54 aircraft and related engines to better align withaccelerate the delivery schedule for replacementretirement of these aircraft, andresulting in a depreciation expense increase of $69 million in 2013. As a result of these accelerated retirements, we expectincurred an additional $69$74 million in year-over-year accelerated depreciation expense in 2013, with a partial offset from the avoidance of depreciation related to the aircraft retirements (described in the “Impairment of Long-Lived Assets” section below).2014.

Depreciation expense, excluding gains and losses on sales of property and equipment used in operations, was $2.1$2.6 billion in 20122015 and $1.92014 and $2.3 billion in 2011 and 2010.2013. Depreciation and amortization expense includes amortization of assets under capital lease.

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 $85$37 million in 2012, $712015, $29 million in 20112014 and $80$45 million in 2010.2013.

IMPAIRMENT OF LONG-LIVED ASSETS.Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable. For assets that are to be held and used, an impairment is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value.

We operate integrated transportation networks, and accordingly, cash flows for most of our operating assets to be held and used are assessed at a network level, not at an individual asset level, for our analysis of impairment.

In the normal management of our aircraft fleet, we routinely idle aircraft and engines temporarily due to maintenance cycles and adjustments of our network capacity to match seasonality and overall customer demand levels. Temporarily idled assets are classified as available-for-use, and we continue to record depreciation expense associated with these assets. These temporarily idled assets are assessed for impairment on a quarterly basis. The criteria for determining whether an asset has been permanently removed from service (and, as a result, potentially impaired) include, but are not limited to, our global economic outlook and the impact of our outlook on our current and projected volume levels, including capacity needs during our peak shipping seasons; the introduction of new fleet types or decisions to permanently retire an aircraft fleet from operations; and changes to planned service expansion activities. At May 2012,31, 2015, we madehad one aircraft temporarily idled. This aircraft has been idled for approximately two months and is expected to return to revenue service.

In May 2015, we retired from service seven Boeing MD11 aircraft and 12 related engines, four Airbus A310-300 aircraft and three related engines, three Airbus A300-600 aircraft and three related engines and one Boeing MD10-10 aircraft and three related engines, and related parts. As a consequence of this decision, impairment and related charges of $276 million ($175 million, net of tax, or $0.61 per diluted share) were recorded in the fourth quarter. Of this amount, $246 million was non-cash. The decision to permanently retire these aircraft and engines aligns with FedEx Express’s plans to rationalize capacity and modernize its aircraft fleet to more effectively serve its customers.

In 2013, we retired from service 18two Airbus A310-200 aircraft and 26four related engines, as well as sixthree Airbus A310-300 aircraft and two related engines and five Boeing MD10-10 aircraft and 1715 related engines. As a consequence of this decision, a noncash impairment charge of $134$100 million ($8463 million, net of tax, or $0.26$0.20 per diluted share) was recorded in the fourth quarter. The decision to retire2013. All of these aircraft the majority of which were temporarily idled and not in revenue service, will better align the U.S. domestic air network capacity of FedEx Express to match current and anticipated shipment volumes.service.

In 2011, we incurred asset impairment charges of $29 million related to the combination of our LTL operations at FedEx Freight (see “FedEx Freight Network Combination” below for additional information). There were no material property and equipment impairment charges recognized in 2010.

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GOODWILL. Goodwill is recognized for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of businesses acquired. Several factors give rise to goodwill in our acquisitions, such as the expected benefit from synergies of the combination and the existing workforce of the acquired entity.business. Goodwill is reviewed at least annually for impairment. In our evaluation of goodwill impairment, we perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive, we would proceed to a two-step process to test goodwill for impairment, including comparing the fair value of eachthe reporting unit withto its carrying value (including attributable goodwill). Fair value for our reporting units is determined using an income or market approach incorporating market participant considerations and management’s assumptions on revenue growth rates, operating margins, discount rates and expected capital expenditures. Fair value determinations may include both internal and third-party valuations. Unless circumstances otherwise dictate, we perform our annual impairment testing in the fourth quarter.

PENSION AND POSTRETIREMENT HEALTHCARE PLANS. Our defined benefit plans are measured using actuarial techniques that reflect management’s assumptions for discount rate, expected long-term investment returns on plan assets, salary increases, expected retirement, mortality, employee turnover and future increases in healthcare costs. We determine the discount rate (which is required to be the rate at which the projected benefit obligation could be effectively settled as of the measurement date) with the assistance of actuaries, who calculate the yield on a theoretical portfolio of high-grade corporate bonds (rated Aa or better) with cash flows that are designed to match our expected benefit payments in future years. A calculated-value method is employed for purposes of determining the asset values for our tax-qualified U.S. domestic pension plans (“U.S. Pension Plans”). Our expected rate of return is a judgmental matter which is reviewed on an annual basis and revised as appropriate.

TheDuring the fourth quarter of 2015 we changed our method of accounting guidance related to employers’ accounting for our defined benefit pension and other postretirement plans requires recognitionhealthcare plans. Under our new method of accounting, we will immediately recognize changes in the balance sheetfair value of plan assets and actuarial gains or losses in our operating results annually in the funded statusfourth quarter each year. Further, we voluntarily changed our method for determining the expected return on plan assets (“EROA”), which is used in the calculation of defined benefit pension and other postretirement expense for funded postretirement benefit plans for interim periods. We now use the fair value of plan assets to calculate the EROA. The new methods of accounting are collectively referred to as “mark-to-market” or MTM accounting. Historically, we recognized actuarial gains and the recognition inlosses, subject to a corridor, as a component of other comprehensive income (“OCI”)and amortized these gains and losses as a component of unrecognizedpension and postretirement healthcare expenses over the average future service period of the covered employees (13 years). Previously, we used a calculated value method to determine the value of plan assets and amortized changes in the fair value of plan assets over a period no longer than four years.

We believe the immediate recognition of actuarial gains orand losses and prior service costs or credits. Additionally,under MTM accounting is a preferable method of accounting as it aligns the guidance requiresrecognition of changes in the measurement date forfair value of plan assets and liabilities to coincidein the income statement with the plan sponsor’s year end.

At May 31, 2012, we recorded 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 ratefair value accounting principles that are used to measure the liability at May 31, 2012. At May 31, 2011, we recorded a decrease to equity through OCInet funded status of $350 million (net of tax) based primarily on year-end adjustments related to increasesthe plans in our projected benefit obligation duebalance sheet. MTM accounting also eliminates the impact on future periods of the amortization of the increasingly material amount of accumulated actuarial losses resulting from persistently low interest rates and changes in demographic assumptions.

The adoption of MTM accounting is a voluntary change in accounting principle that is required to be adopted retrospectively. Therefore all periods presented have been recast to conform to the current year presentation reflecting the retirement plan accounting changes as discussed further in Note 13 and Note 14.

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The cumulative effect of the change on retained earnings as of June 1, 2012, was a decreasepre-tax reduction of $8.9 billion, with an offset to accumulated other comprehensive income (OCI) and therefore no net impact to shareholders’ equity. The impact of all adjustments made to the financial statements presented is summarized below (amounts in the discount rate used to measure the liability at May 31, 2011.millions, except per share data):

   2014  2013 
   Previously
Reported
  Adjusted  Effect of
Change
  Previously
Reported
  Adjusted  Effect of
Change
 

Consolidated Statements of Income

       

Operating expenses

       

Salaries and employee benefits

  $  16,555  $  16,171  $(384 $  16,570  $  16,055  $(515

Retirement plans MTM adjustment

      15   15      (1,368  (1,368

Operating Income

   3,446   3,815   369   2,551   4,434   1,883 

Income Before Income Taxes

   3,289   3,658   369   2,455   4,338   1,883 

Provision for Income Taxes

   1,192   1,334   142   894   1,622   728 

Net Income

   2,097   2,324   227   1,561   2,716   1,155 

Basic Earnings per Common Share

   6.82   7.56   0.74   4.95   8.61   3.66 

Diluted Earnings per Common Share

   6.75   7.48   0.73   4.91   8.55   3.64 

Consolidated Statements of Comprehensive Income

       

Net Income

   2,097   2,324   227   1,561   2,716   1,155 

Amortization of prior service credit and other, net of tax

   151   (76  (227  1,092   (63  (1,155

Consolidated Balance Sheets

       

Retained Earnings

   20,429   16,229   (4,200  18,519   14,092   (4,427

Accumulated other comprehensive income (loss)

   (3,694  506   4,200   (3,820  607   4,427 

Consolidated Statements of Cash Flows

       

Operating Activities

       

Net Income

   2,097   2,324   227   1,561   2,716   1,155 

Deferred income taxes and other noncash items

   581   339   (242  521   734   213 

Retirement plans MTM adjustment

      15   15      (1,368  (1,368

INCOME TAXES. Deferred income taxes are provided for the tax effect of temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. The liability method is used to account for income taxes, which requires deferred taxes to be recorded at the statutory rate expected to be in effect when the taxes are paid.

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

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

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SELF-INSURANCE ACCRUALS. We are self-insured for costs associated with workers’ compensation claims, vehicle accidents and general business liabilities, and benefits paid under employee healthcare and long-term disability programs. Accruals are primarily based on the actuarially estimated undiscounted cost of claims, which includes incurred-but-not-reported claims. Current workers’ compensation claims, vehicle and general liability, employee healthcare claims and long-term disability are included in accrued expenses. We self-insure up to certain limits that vary by operating company and type of risk. Periodically, we evaluate the level of insurance coverage and adjust insurance levels based on risk tolerance and premium expense.

LEASES. We lease certain aircraft, facilities, equipment and vehicles under capital and operating leases. The commencement date of all leases is the earlier of the date we become legally obligated to make rent payments or the date we may exercise control over the use of the property. In addition to minimum rental payments, certain leases provide for contingent rentals based on equipment usage, principally related to aircraft leases at FedEx Express and copier usage at FedEx Office. Rent expense associated with contingent rentals is recorded as incurred. Certain of our leases contain fluctuating or escalating payments and rent holiday periods. The related rent expense is recorded on a straight-line basis over the lease term. The cumulative excess of rent payments over rent expense is accounted for as a deferred lease asset and recorded in “Other assets” in the accompanying consolidated balance sheets. The cumulative excess of rent expense over rent payments is accounted for as a deferred lease obligation. Leasehold improvements associated with assets utilized under capital or operating leases are amortized over the shorter of the asset’s useful life or the lease term.

DEFERRED GAINS. Gains on the sale and leaseback of aircraft and other property and equipment are deferred and amortized ratably over the life of the lease as a reduction of rent expense. Substantially all of these deferred gains are related to aircraft transactions.

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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. Cumulative net foreign currency translation gains in accumulated other comprehensive income were $60 million at May 31, 2012, $156 million at May 31, 2011 and $30 million at May 31, 2010.

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. In 2011, the pilots ratified a new laborThe contract that includes safety initiatives, increases in hourly pay rates and travel per diem rates, and provisions for opening a European crew base. The new contract becomesbecame amendable in March 2013.2013, and the parties are currently in negotiations. In October 2014, FedEx Express formally requested assistance from the National Mediation Board (“NMB”) to mediate the negotiations, and the NMB has been actively mediating the talks since that time. The NMB is the U.S. governmental agency that oversees labor agreements for entities covered by the Railway Labor Act of 1926, as amended. The conduct of mediated negotiations has no impact on our operations. In addition to our pilots at FedEx Express, certainGENCO Distribution System, Inc. (“GENCO”) has a small number of FedEx’semployees who are members of unions, and certain non-U.S. employees are unionized.

STOCK-BASED COMPENSATION. We recognize compensation expense for stock-based awards under the provisions of the accounting guidance related to share-based payments. This guidance requires recognition of compensation expense for stock-based awards using a fair value method. We issue new shares or repurchase shares on the open market to cover employee share option exercises and restricted stock grants.

TREASURY SHARES. In September 2014, our Board of Directors authorized the repurchase of up to 15 million shares of common stock. It is expected that the share authorization will primarily be utilized to offset equity compensation dilution over the next several years. During the second quarter of 2012,2015, we repurchased 2.88.1 million shares of FedEx common sharesstock at an average price of $70$154.03 per share for a total of $197 million.$1.3 billion. As of May 31, 2012, 2.92015, 12.2 million shares remained under existingthe share repurchase authorizations.authorization. Under this program, shares may be purchased from time to time in the open market or in privately negotiated transactions. Repurchases are made at the company’s discretion, based on ongoing assessments of the capital needs of the business, the market price of its common stock and general market conditions. No time limit was set for the completion of the repurchase program, and the program may be suspended or discontinued at any time.

In 2014, we repurchased 36.8 million shares of FedEx common stock at an average price of $131.83 per share for a total of $4.9 billion.

DIVIDENDS DECLARED PER COMMON SHARE. On June 4, 2012,8, 2015, our Board of Directors declared a quarterly dividend of $0.14$0.25 per share of common stock. The dividend was paid on July 2, 20122015 to stockholders of record as of the close of business on June 18, 2012.2015. Each quarterly dividend payment is subject to review and approval by our Board of Directors, and we evaluate our dividend payment amount on an annual basis at the end of each fiscal year.

FEDEX FREIGHT NETWORK COMBINATION.BUSINESS REALIGNMENT COSTS The combination of our. During 2013, we announced profit improvement programs primarily through initiatives at FedEx FreightExpress and FedEx National LTL operations wasServices and completed a program to offer voluntary cash buyouts to eligible U.S.-based employees in certain staff functions. As a result of this program, approximately 3,600 employees left the company by the end of 2014. Costs of the benefits provided under the voluntary employee severance program were recognized as special termination benefits in the period that eligible employees accepted their offers. Payments under this program were made at the time of departure and totaled approximately $300 million in 2014 and $180 million in 2013.

The voluntary buyout program included voluntary severance payments and funding to healthcare reimbursement accounts, with the voluntary severance calculated based on January 30, 2011. These actions resulted infour weeks of gross base salary for every year of FedEx service up to a maximum payment of two years of pay. Of the total programpopulation leaving the company, approximately 40% of the employees vacated positions on May 31, 2013. An additional 35% departed throughout 2014 and approximately 25% of this population remained until May 31, 2014.

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We incurred costs of $133$560 million which includes $89($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. The cost of the buyout program is included in the caption “Business realignment, impairment and other charges and $44 millioncharges” in our consolidated statements of income. Also included in that caption are other programexternal costs recorded during 2011.directly attributable to our business realignment activities, such as professional fees.

USE OF ESTIMATES. The preparation of our consolidated financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses and the disclosure of contingent liabilities. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Areas where the nature of the estimate makes it reasonably possible that actual results could materially differ from amounts estimated include: self-insurance accruals; retirement plan obligations; long-term incentive accruals; tax liabilities; accounts receivable allowances; obsolescence of spare parts; contingent liabilities; loss contingencies, such ascontingencies; litigation and other claims; and impairment assessments on long-lived assets (including goodwill).

NOTE 2: RECENT ACCOUNTING GUIDANCE

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

On June 1, 2013, we adopted the following new accountingauthoritative guidance is relevant to the readers of our financial statements.

During our fiscal year,issued by the Financial Accounting Standards Board (“FASB”) requiring additional information about reclassification adjustments out of accumulated other comprehensive income, including changes in accumulated other comprehensive income balances by component and significant items reclassified out of accumulated other comprehensive income. We have adopted this guidance by including expanded accumulated other comprehensive income disclosure requirements in Note 9 of our consolidated financial statements.

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 makecustomers and the presentationamount of items within OCI more prominent.revenue recognized reflects the consideration that a company expects to receive for the goods and services provided. The new standardguidance establishes a five-step approach for the recognition of revenue. Based on our preliminary assessment, we do not anticipate that the new guidance will require companies to present items of net income, items of OCI and total comprehensive income in

one continuous statementfundamentally change our revenue recognition policies, practices or two separate consecutive statements, and companies will no longer be allowed to present items of OCI in the statement of stockholders’ equity. This new standard is effective for our fiscal year ending May 31, 2013.systems.

We believe there isthat no additionalother new accounting guidance was adopted but not yet effectiveor issued during 2015 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 2012, we continuedOn April 6, 2015, FedEx entered into a conditional agreement to acquire TNT Express N.V. for €4.4 billion (currently, approximately $4.9 billion). This combination is expected to expand our global portfolio, particularly in Europe, lower our cost to serve European markets by increasing density in our pickup-and-delivery operations and accelerate our global growth. This acquisition is expected to be completed in the first half of calendar year 2016. The closing of the acquisition is subject to customary conditions, including obtaining all necessary approvals and competition clearances.

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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 Express international network. On July 25, 2011, we completed our acquisitionGround segment from the date of Servicios Nacionales Mupa, S.A. de C.V. (MultiPack)acquisition.

In addition, on December 16, 2014, FedEx acquired Bongo International, LLC (“Bongo”), a Mexican domestic express package delivery company,leader in cross-border enablement technologies and solutions, for $128$42 million in cash from operations. Last year, 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 on February 22, 2011. The financial results of these acquired businessesthis business are included in the FedEx Express segment from the date of acquisition.

These acquisitions will allow us to enter new markets, as well as strengthen our current service offerings to existing customers. We expect that the goodwill of $40 million associated with our Bongo acquisition will be entirely attributable to our FedEx Express reporting unit. We expect that the goodwill of approximately $1.1 billion associated with our GENCO acquisition will be primarily attributable to our FedEx Ground and GENCO reporting units.

The estimated fair values of the assets and liabilities related to these acquisitions have been recorded in the FedEx Ground and FedEx Express segments and are included in the accompanying balance sheets based on a preliminary allocation of the purchase price (summarized in the table below in millions). These allocations are expected to be completed during the first quarter of our fiscal year 2016.

Current assets

  $349 

Property and equipment

   113 

Goodwill

   1,133 

Identifiable intangible assets

   172 

Other non-current assets

   26 

Current liabilities

   (245

Long-term liabilities

   (92
  

 

 

 

Total purchase price

  $1,456 
  

 

 

 

The goodwill recorded of approximately $1.1 billion is primarily attributable to expected benefits from synergies of the combinations with existing businesses and other acquired entities and the work force in place at GENCO. The majority 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 an estimated life of 15 years.

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

In 2013, we completed our acquisitions of Rapidão Cometa Logística e Transporte S.A., a Brazilian transportation and logistics company, for $398 million; TATEX, a French express transportation company, for $55 million; and Opek Sp. z o.o., a Polish domestic express package delivery company, for $54 million. The financial results of these businesses are included in the FedEx Express segment from their respective date of acquisition.

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

Subsequent to year-end, we completed the following acquisitions:

 

Opek Sp. z o.o., a Polish domestic express package delivery company, for $54 million in cash from operations on June 13, 2012- 105 -

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

Rapidão Cometa Logística e Transportes S.A., a Brazilian transportation and logistics company, for $398 million in cash from operations on July 4, 2012

Based on the timing of the completion of these acquisitions in relation to the date of issuance of the financial statements, the initial purchase price accounting was not completed for these acquisitions. The financial results of these acquired businesses will be included in the FedEx Express segment from the date of acquisition and will be immaterial to our 2013 results. These acquisitions will give us more robust transportation networks within these countries and added capabilities in these important global markets.


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):

 

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
   FedEx Express
Segment
  FedEx Ground
Segment
  FedEx Freight
Segment
  FedEx Services
Segment
  Total 

Goodwill at May 31, 2010

 $1,145  $90  $736  $1,539  $3,510 

Accumulated impairment charges

          (133  (1,177  (1,310
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of May 31, 2010

  1,145   90   603   362   2,200 

Goodwill acquired(1)

  89               89 

Purchase adjustments and other(2)

  38       (1      37 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of May 31, 2011

  1,272   90   602   362   2,326 

Goodwill acquired(3)

  104               104 

Purchase adjustments and other(2)

  (32          (11  (43
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of May 31, 2012

 $1,344  $90  $602  $351  $2,387 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Accumulated goodwill impairment charges as of May 31, 2012

 $   $   $(133 $(1,177 $(1,310
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

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

Goodwill at May 31, 2013

  $        1,715  $        90   $        735  $        1,525  $          4,065 

Accumulated impairment charges

          (133  (1,177  (1,310
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Balance as of May 31, 2013

   1,715   90    602   348   2,755 

Goodwill acquired(1)

   24             24 

Purchase adjustments and other(2)

   11             11 
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

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 
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Accumulated goodwill impairment charges as of May 31, 2015

           $(133 $(1,177 $(1,310
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

 

(1) 

Goodwill acquired in 2011 relates to the acquisitions of transportation companies in Poland, France and Brazil in 2013, the acquisition of transportation companies in Southern Africa in 2014, and the Indian logistics, distributionacquisition of e-commerce and express businesses of AFL Pvt. Ltd. and its affiliate Unifreight India Pvt. Ltd.supply chain solutions companies in 2015. See Note 3 for related disclosures.

 

(2) 

Primarily currency translation adjustments.

(3)

Goodwilladjustments and acquired in 2012 relatesgoodwill related to the acquisition of the Mexican domestic express package delivery company, Multipack. See Note 3 for related disclosures.immaterial acquisitions.

Our reporting units with significant recorded goodwill include our FedEx Express, FedEx Ground, FedEx Freight, and FedEx Office (reported in the FedEx Services segment) reporting units.and GENCO (reported in the FedEx Ground segment). We evaluated these reporting units for impairment during the fourth quarter of 2012.2015. The estimated fair value of each of these reporting units exceeded their carrying values in 20122015 and 2011,2014, and we do not believe that any of these reporting units were at risk as of May 31, 2012.

In 2010, we recorded a charge of $18 million for impairment of the value of the remaining goodwill at our FedEx National LTL reporting unit. The impairment charge resulted from the significant negative impact of the U.S. recession on the LTL industry, which resulted in volume and yield declines and operating losses. In connection with the combination of our LTL networks in 2011, this unit was merged into the FedEx Freight reporting unit.2015.

OTHER INTANGIBLE ASSETS.The net book value of our other intangible assets was $34$207 million at May 31, 20122015 of which $164 million was related to GENCO, and $38$57 million at May 31, 2011.2014. Amortization expense for intangible assets was $18$21 million in 2012, $322015, $23 million in 20112014 and $51$27 million in 2010.2013. Estimated amortization expense is expected to be $30 million in 2016 and immaterial in 2013.beyond.

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NOTE 5: SELECTED CURRENT LIABILITIES

The components of selected current liability captions at May 31 were as follows (in millions):

 

  May 31, 
  2012   2011 
  2015   2014 

Accrued Salaries and Employee Benefits

        

Salaries

  $          280   $          256   $345   $267 

Employee benefits, including variable compensation

   803    468    507    434 

Compensated absences

   552    544    584    576 
  

 

   

 

 
  $1,635   $1,268   

 

   

 

 
  

 

   

 

   $1,436   $1,277 
  

 

   

 

 

Accrued Expenses

        

Self-insurance accruals

  $678   $696   $865   $811 

Taxes other than income taxes

   386    357    328    339 

Other

   645    841    1,243    913 
  

 

   

 

   

 

   

 

 
  $1,709   $1,894   $  2,436   $  2,063 
  

 

   

 

   

 

   

 

 

NOTE 6: LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS

The components of long-term debt (net of discounts), along with maturity dates for the years subsequent to May 31, 2012,2015, are as follows (in millions):

 

   May 31, 
   2012   2011 

Senior unsecured debt

    

Interest rate of 9.65%, due in 2013

  $          300   $          300 

Interest rate of 7.38%, due in 2014

   250    250 

Interest rate of 8.00%, due in 2019

   750    750 

Interest rate of 7.60%, due in 2098

   239    239 
  

 

 

   

 

 

 
   1,539    1,539 

Capital lease obligations

   128    146 
  

 

 

   

 

 

 
   1,667    1,685 

Less current portion

   417    18 
  

 

 

   

 

 

 
  $1,250   $1,667 
  

 

 

   

 

 

 
         May 31, 
         2015   2014 

Senior unsecured debt:

      

Interest Rate %

  Maturity           

8.00

  2019    $750   $750 

2.30

  2020     399     

2.625-2.70

  2023     749    748 

4.00

  2024     749    749 

3.20

  2025     699     

4.90

  2034     499    499 

3.90

  2035     498     

3.875-4.10

  2043     992    992 

5.10

  2044     749    749 

4.10

  2045     646     

4.50

  2065     248     

7.60

  2098     239    239 
      

 

 

   

 

 

 

Total senior unsecured debt

     7,217    4,726 

Capital lease obligations

     51    11 
      

 

 

   

 

 

 
       7,268    4,737 

Less current portion

     19    1 
      

 

 

   

 

 

 
      $    7,249   $    4,736 
      

 

 

   

 

 

 

Interest on our fixed-rate notes is paid semi-annually. Long-term debt, exclusive of capital leases, had carryingestimated fair values of $1.5$7.4 billion at May 31, 20122015 and May 31, 2011 compared with estimated fair values of $2.0$5.0 billion at May 31, 2012 and $1.9 billion at May 31, 2011.2014. The estimated fair values were determined based on quoted market prices or onand 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.

- 107 -


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

During 2012,In January 2015, we made principal paymentsissued $2.5 billion of senior unsecured debt under our current shelf registration statement, comprised of $400 million of 2.30% fixed-rate notes due in the amountFebruary 2020, $700 million of $293.20% fixed-rate notes due in February 2025, $500 million related to capital lease obligations. During 2011, we repaid ourof 3.90% fixed-rate notes due in February 2035, $650 million of 4.10% fixed-rate notes due in February 2045, and $250 million 7.25% unsecuredof 4.50% fixed-rate notes that matured ondue in February 15, 2011. During 2011, we made principal payments in2065. We utilized $1.4 billion of the amountnet proceeds to fund our acquisition of $12 million related toGENCO and the remaining proceeds for working capital lease obligations.and general corporate purposes.

A $1 billion revolving credit facility is available to finance our operations and other cash flow needs and to provide support for the issuance of commercial paper. The revolving credit agreement expires in April 2016.March 2018. The agreement contains a financial covenant, which requires us to maintain a leverage ratio of adjusted debt (long-term debt, including the current portion of such debt, plus six times our last four fiscal quarters’ rentals and landing fees) to capital (adjusted debt plus total common stockholders’ investment) that does not exceed 70%. Our leverage ratio of adjusted debt to capital was 53%61% at May 31, 2012.2015. We believe the leverage ratio covenant is our only significant restrictive covenant in our revolving credit agreement. Our revolving credit agreement contains other customary covenants that do not, individually or in the aggregate, materially restrict the conduct of our business. We are in compliance with the leverage ratio covenant and all other covenants of our revolving credit agreement and do not expect the covenants to affect our operations, including our liquidity or expected funding needs. As of May 31, 2012,2015, no commercial paper was outstanding, and the entire $1 billion under the revolving credit facility was available for future borrowings.

We issue other financial instruments in the normal course of business to support our operations, including standby letters of credit and surety bonds. We had a total of $609$481 million in letters of credit outstanding at May 31, 2012,2015, with $107$182 million unused under our primary $500 million letter of credit facility, and $458$867 million in outstanding surety bonds placed by third-party insurance providers. These instruments are required under certain U.S. self-insurance programs and are also used in the normal course of international operations. The underlying liabilities insured by these instruments are reflected in our balance sheets, where applicable. Therefore, no additional liability is reflected for the letters of credit and surety bonds themselves.

Our capital lease obligations include leases for aircraft and facilities. Our facility leases include leases that guarantee the repayment of certain special facility revenue bonds that have been issued by municipalities primarily to finance the acquisition and construction of various airport facilities and equipment. These bonds require interest payments at least annually, with principal payments due at the end of the related lease agreement.

NOTE 7: LEASES

We utilize certain aircraft, land, facilities, retail locations and equipment under capital and operating leases that expire at various dates through 2045.2046. We leased 10% of our total aircraft fleet under capital or operating leases as of May 31, 2012 as compared to 11% as of2015 and May 31, 2011.2014. A portion of our supplemental aircraft are leased by us under agreements that provide for cancellation upon 30 days’ notice. Our leased facilities include national, regional and metropolitan sorting facilities, retail facilities and administrative buildings.

The components of property and equipment recorded under capital leases were as follows (in millions):

xx,xxx,xxx,xxx,x
   May 31, 
   2012   2011 

Aircraft

  $7   $8 

Package handling and ground support equipment

   165    165 

Vehicles

   16    17 

Other, principally facilities

   147    145 
  

 

 

   

 

 

 
   335    335 

Less accumulated amortization

   319    307 
  

 

 

   

 

 

 
  $    16   $    28 
  

 

 

   

 

 

 

Rent expense under operating leases for the years ended May 31 was as follows (in millions):

 

XX,XXX,XXX,XXX,XXX,XXX,X
  2012   2011   2010 
  2015   2014   2013 

Minimum rentals

  $2,018   $2,025   $2,001   $2,249   $2,154   $2,061 

Contingent rentals(1)

   210    193    152    194    197    192 
  

 

   

 

   

 

   

 

   

 

   

 

 
  $2,228   $2,218   $2,153   $  2,443   $  2,351   $  2,253 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(1)

Contingent rentals are based on equipment usage.

- 108 -


A summary of future minimum lease payments under capital leases and noncancelable operating leases with an initial or remaining term in excess of one year at May 31, 20122015 is as follows (in millions):

 

XX,XXX,XXX,XXX,XXX,XXX,XXX,XXX,X
       Operating Leases 
   Capital
Leases
   Aircraft
and Related
Equipment
   Facilities
and Other
   Total
Operating
Leases
 

2013

  $120   $486   $1,386   $1,872 

2014

   2    462    1,263    1,725 

2015

   2    448    1,124    1,572 

2016

   1    453    938    1,391 

2017

   1    391    1,042    1,433 

Thereafter

   11    1,150    4,843    5,993 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   137   $3,390   $10,596   $13,986 
    

 

 

   

 

 

   

 

 

 

Less amount representing interest

   9       
  

 

 

       

Present value of net minimum lease payments

  $128       
  

 

 

       
   Operating Leases 
   Aircraft
and Related
Equipment
   Facilities
and Other
   Total
Operating
Leases
 

2016

  $461   $1,667   $2,128 

2017

   400    1,841    2,241 

2018

   329    1,422    1,751 

2019

   273    1,238    1,511 

2020

   190    1,075    1,265 

Thereafter

   360    7,129    7,489 
  

 

 

   

 

 

   

 

 

 

Total

  $2,013   $14,372   $16,385 
  

 

 

   

 

 

   

 

 

 

Property and equipment recorded under capital leases and future minimum lease payments under capital leases were immaterial at May 31, 2015 and 2014. The weighted-average remaining lease term of all operating leases outstanding at May 31, 20122015 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, 2012,2015, none of these shares had been issued.

- 109 -


NOTE 9: ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table provides changes in accumulated other comprehensive income (loss) (“AOCI”), net of tax, reported in our financial statements for the years ended May 31 (in millions; amounts in parentheses indicate debits to AOCI):

   2015  2014  2013 

Foreign currency translation gain (loss):

    

Balance at beginning of period

  $81  $106  $65 

Translation adjustments

   (334  (25  41 
  

 

 

  

 

 

  

 

 

 

Balance at end of period

   (253  81   106 
  

 

 

  

 

 

  

 

 

 

Retirement plans adjustments:

    

Balance at beginning of period

   425   501   564 

Prior service credit and other arising during period

   72   1    

Reclassifications from AOCI

   (72  (77  (63
  

 

 

  

 

 

  

 

 

 

Balance at end of period

   425   425   501 
  

 

 

  

 

 

  

 

 

 

Accumulated other comprehensive income at end of period

  $  172  $  506  $  607 
  

 

 

  

 

 

  

 

 

 

The following table presents details of the reclassifications from AOCI for the years ended May 31 (in millions; amounts in parentheses indicate debits to earnings):

   Amount Reclassified from
AOCI
  

Affected Line Item in the

Income Statement

   2015  2014  2013   

Retirement plans:

     

Amortization of prior service credits

  $115  $115  $114  Salaries and employee benefits
  

 

 

  

 

 

  

 

 

  

Total before tax

   115   115   114  

Income tax expense

   (43  (38  (51 Provision for income taxes
  

 

 

  

 

 

  

 

 

  

AOCI reclassifications, net of tax

  $72  $77  $63  Net income
  

 

 

  

 

 

  

 

 

  

NOTE 9:10: STOCK-BASED COMPENSATION

Our total stock-based compensation expense for the years ended May 31 was as follows (in millions):

 

XXXXXXXXXXXXXXXXXX
   2012   2011   2010 

Stock-based compensation expense

  $105   $98   $101 
   2015   2014   2013 

Stock-based compensation expense

  $                133   $                117   $                109 

We have two types of equity-based compensation: stock options and restricted stock.

STOCK OPTIONS. Under the provisions of our incentive stock plans, key employees and non-employee directors may be granted options to purchase shares of our common stock at a price not less than its fair market value on the date of grant. Vesting requirements are determined at the discretion of the Compensation Committee of our Board of Directors. Option-vesting periods range from one to four years, with 83% of our options vesting ratably over four years. Compensation expense associated with these awards is recognized on a straight-line basis over the requisite service period of the award.

RESTRICTED STOCK.STOCK. Under the terms of our incentive stock plans, restricted shares of our common stock are awarded to key employees. All restrictions on the shares expire ratably over a four-year period. Shares are valued at the market price on the date of

- 110 -


award. The terms of our restricted stock provide for continued vesting subsequent to the employee’s retirement. Compensation expense associated with these awards is recognized on a straight-line basis over the shorter of the remaining service or vesting period.

VALUATION AND ASSUMPTIONS. We use the Black-Scholes option pricing model to calculate the fair value of stock options. The value of restricted stock awards is based on the stock price of the award on the grant date. We record stock-based compensation expense in the “Salaries and employee benefits” caption in the accompanying consolidated statements of income.

The key assumptions for the Black-Scholes valuation method include the expected life of the option, stock price volatility, a risk-free interest rate and dividend yield. Following is a table of the weighted-average Black-Scholes value of our stock option grants, the intrinsic value of options exercised (in millions), and the key weighted-average assumptions used in the valuation calculations for the options granted during the years ended May 31, and then a discussion of our methodology for developing each of the assumptions used in the valuation model:

 

XXXXXXXXXXXXXXXXXX
  2012 2011 2010 
  2015 2014 2013 

Weighted-average Black-Scholes value

  $29.92  $28.12  $20.47   $53.33  $35.79  $29.20 

Intrinsic value of options exercised

  $67  $80  $77   $253  $347  $107 

Black-Scholes Assumptions:

        

Expected lives

   6.0 years    5.9 years    5.7 years     6.3 years    6.2 years    6.1 years  

Expected volatility

   34  34  32   34  35  35

Risk-free interest rate

   1.79  2.36  3.24   2.02  1.47  0.94

Dividend yield

   0.563  0.558  0.742   0.448  0.561  0.609

Expected Lives. This isThe expected life represents an estimate of the period of time over which the options granted are expected to remain outstanding. Options granted have a maximum term of 10 years. Weoutstanding, and we examine actual stock option exercises to determine the expected life of the options. An increase inOptions granted have a maximum term of 10 years. Expected volatilities are based on the expected term will increase compensation expense.

Expected Volatility. Actualactual changes in the market value of our stock and are used to calculate the volatility assumption. We calculatecalculated using daily market value changes from the date of grant over a past period equal to the expected life of the options to determine volatility. An increase in the expected volatility will increase compensation expense.

Risk-Free Interest Rate. Thisoptions. 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. An increase in the risk-free interest rate will increase compensation expense.

Dividend Yield. ThisThe expected dividend yield is the annual rate of dividends per share over the exercise price of the option. An increase in the dividend yield will decrease compensation expense.

The following table summarizes information about stock option activity for the year ended May 31, 2012:2015:

 

  Stock Options   Stock Options 
  Shares Weighted-
Average
Exercise
Price
   Weighted-
Average
Remaining
Contractual
Term
   Aggregate
Intrinsic Value

(in  millions)(1)
   Shares Weighted-
Average
Exercise
Price
   Weighted-
Average
Remaining
Contractual
Term
   Aggregate
Intrinsic Value
(in millions)
(1)
 

Outstanding at June 1, 2011

   20,163,163  $81.20     

Outstanding at June 1, 2014

   15,634,856  $91.71     
  

 

        

 

      

Granted

   3,303,368   87.90        2,445,146   150.32     

Exercised

   (2,142,410  59.73        (3,516,512  91.18     

Forfeited

   (292,583  84.70        (341,666  107.62     
  

 

        

 

      

Outstanding at May 31, 2012

   21,031,538  $84.39    5.6 years    $193   

Outstanding at May 31, 2015

   14,221,824  $101.54    6.1   $1,031  
  

 

  

 

   

 

   

 

   

 

    

 

   

Exercisable

   13,608,746  $87.59    4.2 years    $115      7,994,368  $89.19    4.5   $678  
  

 

  

 

   

 

   

 

   

 

    

 

   

Expected to vest

   6,977,189  $78.53    8.2 years    $73      5,853,809  $117.39    8.2   $331  
  

 

  

 

   

 

   

 

   

 

    

 

   

Available for future grants

   8,912,829         13,157,142      
  

 

        

 

      

 

(1) 

Only presented for options with market value at May 31, 20122015 in excess of the exercise price of the option.

- 111 -


The options granted during the year ended May 31, 20122015 are primarily related to our principal annual stock option grant in June 2011.2014.

The following table summarizes information about vested and unvested restricted stock for the year ended May 31, 2012:2015:

 

   Restricted Stock 
   Shares  Weighted-
Average
Grant Date
Fair Value
 

Unvested at June 1, 2011

   626,380  $73.20 
  

 

 

  

Granted

   214,435   88.95 

Vested

   (248,413  78.25 

Forfeited

   (2,530  74.98 
  

 

 

  

Unvested at May 31, 2012

   589,872  $76.79 
  

 

 

  

   Restricted Stock 
   Shares  Weighted-
Average
Grant Date
Fair Value
 

Unvested at June 1, 2014

   480,157  $91.46 
  

 

 

  

Granted

   154,115   148.89 

Vested

   (192,920  88.33 

Forfeited

   (2,310  116.12 
  

 

 

  

Unvested at May 31, 2015

   439,042  $112.87 
  

 

 

  

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. During the year ended May 31, 2010,2013, there were 391,786220,391 shares of restricted stock granted with a weighted-average fair value of $57.07.$85.45.

The following table summarizes information about stock option vesting during the years ended May 31:

 

   Stock Options 
   Vested during
the year
   Fair value
(in millions)
 

2010

   2,296,211   $63 

2011

   2,721,602    67 

2012

   2,807,809    70 
   Stock Options 
   Vested during
the year
   Fair value
(in millions)
 

2015

   2,611,524   $83 

2014

   2,408,179    65 

2013

   2,824,757    81 

As of May 31, 2012,2015, there was $150$183 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation arrangements. This compensation expense is expected to be recognized on a straight-line basis over the remaining weighted-average vesting period of approximately threetwo years.

Total shares outstanding or available for grant related to equity compensation at May 31, 20122015 represented 9% of the total outstanding common and equity compensation shares and equity compensation shares available for grant.

- 112 -


NOTE 10:11: 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):

 

xx,xxx,xxx,xxx,xxx,xxx,x
  2012   2011   2010   2015   2014   2013 

Basic earnings per common share:

            

Net earnings allocable to common shares(1)

  $2,029   $1,449   $1,182   $      1,048   $      2,320   $      2,711 

Weighted-average common shares

   315    315    312    283    307    315 
  

 

   

 

   

 

   

 

   

 

   

 

 

Basic earnings per common share

  $6.44   $4.61   $3.78   $3.70   $7.56   $8.61 
  

 

   

 

   

 

   

 

   

 

   

 

 

Diluted earnings per common share:

            

Net earnings allocable to common shares(1)

  $2,029   $1,449   $1,182   $1,048   $2,320   $2,711 
  

 

   

 

   

 

   

 

   

 

   

 

 

Weighted-average common shares

   315    315    312    283    307    315 

Dilutive effect of share-based awards

   2    2    2    4    3    2 
  

 

   

 

   

 

   

 

   

 

   

 

 

Weighted-average diluted shares

   317    317    314    287    310    317 

Diluted earnings per common share

  $6.41   $4.57   $3.76   $3.65   $7.48   $8.55 
  

 

   

 

   

 

   

 

   

 

   

 

 

Anti-dilutive options excluded from diluted earnings per common share

   12.6    9.3    11.5    2.1    3.3    11.1 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(1) 

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

NOTE 11:12: INCOME TAXES

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

 

                                                                        
   2012  2011  2010 

Current provision (benefit)

    

Domestic:

    

Federal

  $(120 $79  $36 

State and local

   80   48   54 

Foreign

   181   198   207 
  

 

 

  

 

 

  

 

 

 
   141   325   297 
  

 

 

  

 

 

  

 

 

 

Deferred provision (benefit)

    

Domestic:

    

Federal

   947   485   408 

State and local

   21   12   15 

Foreign

       (9  (10
  

 

 

  

 

 

  

 

 

 
   968   488   413 
  

 

 

  

 

 

  

 

 

 
  $1,109  $813  $710 
  

 

 

  

 

 

  

 

 

 

Our current federal income tax expenses in 2012, 2011 and 2010 were significantly reduced by accelerated depreciation deductions we claimed under provisions of the Tax Relief and the Small Business Jobs Acts of 2010, the American Recovery and Reinvestment Tax Act of 2009, and the Economic Stimulus Act of 2008. Those Acts, designed to stimulate new business investment in the U.S., accelerated our depreciation deductions for new qualifying investments, such as our new Boeing 777 Freighter (“B777F”) aircraft. These are timing benefits only, in that the depreciation would have otherwise been recognized in later years.

     2015      2014       2013   

Current provision (benefit)

     

Domestic:

     

Federal

  $795  $624   $512 

State and local

   102   56    86 

Foreign

   214   194    170 
  

 

 

  

 

 

   

 

 

 
   1,111   874    768 
  

 

 

  

 

 

   

 

 

 

Deferred provision (benefit)

     

Domestic:

     

Federal

   (474  360    802 

State and local

   (47  82    93 

Foreign

   (13  18    (41
  

 

 

  

 

 

   

 

 

 
   (534  460    854 
  

 

 

  

 

 

   

 

 

 
  $577  $1,334   $1,622 
  

 

 

  

 

 

   

 

 

 

Pre-tax earnings (loss) of foreign operations for 2012, 20112015, 2014 and 20102013 were $358$773 million, $472$412 million and $555$(55) million, respectively, whichrespectively. These amounts represent only a portion of total results associated with international shipments.shipments and accordingly, do not represent our international results of operations.

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A reconciliation of total income tax expense (benefit) and the amount computed by applying the statutory federal income tax rate (35%) to the effective income tax ratebefore taxes for the years ended May 31 wasis as follows:follows (in millions):

 

                                                                  
   2012  2011  2010 

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   1.7   2.4 

Other, net

   (1.8  (0.8  0.1 
  

 

 

  

 

 

  

 

 

 

Effective tax rate

   35.3  35.9  37.5
  

 

 

  

 

 

  

 

 

 

Our 2012 rate was lower than our 2011 rate primarily due to favorable audit developments. The 2011 rate was lower than our 2010 rate primarily due to increased permanently reinvested foreign earnings and a lower state rate driven by favorable audit and legislative developments.

   2015  2014  2013 

Taxes computed at federal statutory rate

  $569  $1,280  $1,518 

Increases (decreases) in income tax from:

    

State and local income taxes, net of federal benefit

   36   90   117 

Foreign operations

   (43  (38  (21

Other, net

   15   2   8 
  

 

 

  

 

 

  

 

 

 
  $577  $1,334  $1,622 
  

 

 

  

 

 

  

 

 

 

Effective Tax Rate

           35.5          36.5          37.4
  

 

 

  

 

 

  

 

 

 

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

 

  2012   2011   2015   2014 
  Deferred Tax
Assets
 Deferred Tax
Liabilities
   Deferred Tax
Assets
 Deferred Tax
Liabilities
   Deferred Tax
Assets
 Deferred Tax
Liabilities
   Deferred Tax
Assets
 Deferred Tax
Liabilities
 

Property, equipment, leases and intangibles

  $248  $3,436   $274  $2,675   $93  $3,872   $120  $3,730 

Employee benefits

   2,300   11    1,016   34    2,029   13    1,464   11 

Self-insurance accruals

   495        519        607       555    

Other

   338   271    422   269    477   414    368   366 

Net operating loss/credit carryforwards

   179        172        326       333    

Valuation allowances

   (145       (151       (224      (245   
  

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

 
  $3,415  $3,718   $2,252  $2,978   $3,308  $4,299   $2,595  $4,107 
  

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

 

The net deferred tax liabilities as of May 31 have been classified in the balance sheets as follows (in millions):

 

                                        
   2012  2011 

Current deferred tax asset

  $533  $610 

Noncurrent deferred tax liability

   (836  (1,336
  

 

 

  

 

 

 
  $(303 $(726
  

 

 

  

 

 

 
     2015         2014   

Current deferred tax assets

  $606     $522 

Noncurrent deferred tax assets(1)

   150      80 

Noncurrent deferred tax liabilities

    (1,747     (2,114
  

 

 

     

 

 

 
  $(991    $   (1,512
  

 

 

     

 

 

 

(1)

Noncurrent deferred tax assets are included in the line item Other Assets in our Consolidated Balance Sheet.

We have $560$968 million of net operating loss carryovers in various foreign jurisdictions and $510$589 million of state operating loss carryovers. The valuation allowances primarily represent amounts reserved for operating loss and tax credit carryforwards, which expire over varying periods starting in 2013.2016. As a result of this and other factors, we believe that a substantial portion of these deferred tax assets may not be realized. We establish valuation allowances if it is not likely we will realize our deferred income tax assets. In making this determination, we consider all available positive and negative evidence and make certain assumptions. We consider, among other things, our future projections of sustained profitability, deferred income tax liabilities, the overall business environment, our historical financial results and potential current and future tax planning strategies. If we were to identify and

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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$1.9 billion at the end of 20122015 and $640 million$1.6 billion at the end of 2011.2014. We have not recognized deferred taxes for U.S. federal income tax purposes on those earnings. In 2012,2015, our permanent reinvestment strategy with respect to unremitted earnings of our foreign subsidiaries provided a 1.3%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 U.S. tax liability. Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable due to uncertainties related to the timing and source of any potential distribution of such funds, along with other important factors such as the amount of associated foreign tax credits. Cash in offshore jurisdictions associated with our permanent reinvestment strategy totaled $410$478 million at the end of 20122015 and $300$471 million at the end of 2011.2014.

In 2015, approximately 75% of our total enterprise-wide income was earned in U.S. companies of FedEx that are taxable in the United States, a reduction from 2014 due to our adoption of MTM accounting. As a U.S. airline, our FedEx Express unit is required by Federal Aviation Administration and other rules to conduct its air operations, domestic and international, through a U.S. company. However, we serve more than 220 countries and territories around the world, and are required to establish legal entities in many of them. Most of our entities in those countries are operating entities, engaged in picking up and delivering packages and performing other transportation services. We 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.

We file income tax returnsare subject to taxation in the U.S., and various U.S. state, and local jurisdictions, and various foreign jurisdictions. The Internal Revenue ServiceIRS is currently auditingexamining our consolidated U.S.2012 and 2013 tax returns. It is reasonably possible that certain income tax returns forreturn proceedings will be completed during the 2010next 12 months and 2011could result in a change in our balance of unrecognized tax years. We are no longer subject to U.S. federal income tax examination for years through 2009 except for specific and immaterial U.S. federal income tax positions that are in various stagesbenefits. The expected impact of litigation. We anticipate resolution of part or all of this litigation could occur within 2013, but itany changes would not have abe material effect onto our consolidated financial statements. We are also subject to ongoing audits in state, local and foreign tax jurisdictions throughout the world.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):

 

xxxxxxxxxxxxxxxxxx
  2012 2011 2010 
    2015     2014     2013   

Balance at beginning of year

  $        69  $        82  $        72   $38  $47  $51 

Increases for tax positions taken in the current year

   2   2   3    1   1   1 

Increases for tax positions taken in prior years

   4   6   14    6   3   3 

Decreases for tax positions taken in prior years

   (35  (10  (4   (2  (3  (3

Settlements

   (3  (11  (3   (2  (6  (9

Increases due to acquisitions

   15                  4 

Decrease from lapse of statute of limitations

      (3  (2

Changes due to currency translation

   (1           (5  (1  2 
  

 

  

 

  

 

 
  

 

  

 

  

 

 

Balance at end of year

  $51  $69  $82   $36  $38  $47 
  

 

  

 

  

 

   

 

  

 

  

 

 

Our liabilities recorded for uncertain tax positions include $47$31 million at May 31, 20122015 and $56$33 million at May 31, 20112014 associated with positions that if favorably resolved would provide a benefit to our effective tax rate. We classify interest related to income tax liabilities as interest expense and, if applicable, penalties are recognized as a component of income tax expense. The balance of accrued interest and penalties was $29$19 million on May 31, 20122015 and $18 million on May 31, 2011.2014. Total interest and penalties included in our consolidated statements of income are immaterial.

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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.

NOTE 12:13: RETIREMENT PLANS

We sponsor programs that provide retirement benefits to most of our employees. These programs include defined benefit pension plans, defined contribution plans and postretirement healthcare plans. The accounting for pension and postretirement healthcare plans includes numerous assumptions, such as: discount rates; expected long-term investment returns on plan assets; future salary increases; employee turnover; mortality; and retirement ages. These assumptions most significantly impact

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

The accounting guidance related to postretirement benefits requires recognition in the balance sheet of the funded status of defined benefit pension and other postretirement benefit plans, and the recognition in accumulated other comprehensive income (“AOCI”)either expense or AOCI of unrecognized gains or losses and prior service costs or credits. The funded status is measured as the difference between the fair value of the plan’s assets and the projected benefit obligation (“PBO”) of the plan. At May 31, 2012, we recorded a decrease to equity of $2.4 billion (net of tax) attributable to our plans. At May 31, 2011, we recorded a decrease to equity of $350 million (net of tax) attributable to our plans.

A summary of our retirement plans costs over the past three years is as follows, as well as the amounts associated with each component of the pre-tax mark-to-market loss (gain) (in millions):

 

xxxxxxxxxxxxxxxxxxxxx
   2012   2011   2010 

U.S. domestic and international pension plans

  $      524   $      543   $      308 

U.S. domestic and international defined contribution plans

   338    257    136 

Postretirement healthcare plans

   70    60    42 
  

 

 

   

 

 

   

 

 

 
  $932   $860   $486 
  

 

 

   

 

 

   

 

 

 
     2015      2014       2013   

Defined benefit pension plans

  $(41 $99   $163 

Defined contribution plans

   385   363    354 

Postretirement healthcare plans

   81   78    78 

Retirement plans mark-to-market adjustment

   2,190   15    (1,368
  

 

 

  

 

 

   

 

 

 
  $2,615  $555   $(773
  

 

 

  

 

 

   

 

 

 

The components of the pre-tax mark-to-market losses (gains) are as follows, in millions:

Discount rate changes

  $791  $705  $(1,076

Actual versus expected return on assets

   (35  (1,013  (696

Demographic assumption changes

   1,434   323   404 
  

 

 

  

 

 

  

 

 

 

Total mark-to-market loss (gain)

  $  2,190  $15  $  (1,368
  

 

 

  

 

 

  

 

 

 

2015

The implementation of new U.S. mortality tables in 2015 resulted in an increased participant life expectancy assumption, which increased the overall projected benefit obligation by $1.2 billion. The weighted average discount rate for all of our pension and postretirement healthcare plans 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 a favorable investment environment for global equity markets. The weighted average discount rate for all of our pension and postretirement healthcare plans decreased from 4.76% at May 31, 2013 to 4.57% at May 31, 2014.

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2013

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

PENSION PLANS. Our largest pension plan covers certain U.S. employees age 21 and over, with at least one year of service. Pension benefits for most employees are accrued under a cash balance formula we call the Portable Pension Account. Under the Portable Pension Account, the retirement benefit is expressed as a dollar amount in a notional account that grows with annual credits based on pay, age and years of credited service, and interest on the notional account balance. The Portable Pension Account benefit is payable as a lump sum or an annuity at retirement at the election of the employee. The plan interest credit rate varies from year to year based on a U.S. Treasury index and corporate bond rates.index. Prior to 2009, certain employees earned benefits using a traditional pension formula (based on average earnings and years of service). Benefits under this formula were capped on May 31, 2008 for most employees. We also sponsor or participate in nonqualified benefit plans covering certain of our U.S. employee groups and other pension plans covering certain of our international employees. The international defined benefit pension plans provide benefits primarily based on final earnings and years of service and are funded in compliance with local laws and practices.

POSTRETIREMENT HEALTHCARE PLANS. Certain of our subsidiaries offer medical, dental and vision coverage to eligible U.S. retirees and their eligible dependents. U.S. employees covered by the principal plan become eligible for these benefits at age 55 and older, if they have permanent, continuous service of at least 10 years after attainment of age 45 if hired prior to January 1, 1988, or at least 20 years after attainment of age 35 if hired on or after January 1, 1988. Postretirement healthcare benefits are capped at 150% of the 1993 per capita projected employer cost, which has been reached and, therefore, these benefits are not subject to additional future inflation.

PENSION PLAN ASSUMPTIONS. Our pension cost is materially affected by the discount rate used to measure pension obligations, the level of plan assets available to fund those obligations and the expected long-term rate of return on plan assets.

We use a measurement date of May 31 for our pension and postretirement healthcare plans. Management reviews the assumptions used to measure pension costs on an annual basis. Economic and market conditions at the measurement date impact these assumptions from year to year. Actuarial gains or losses are generated for changes in assumptions and to the extent that actual results differ from those assumed. These actuarial gains and losses are amortized over the remaining average service lives of our active employees if they exceedimmediately recognized and expensed in a corridor amount in the aggregate. Additional information about our pension plans can be found in the Critical Accounting Estimates section of Management’s Discussion and Analysis of Results of Operations and Financial Condition (“MD&A”) in this Annual Report on Form 10-K (“Annual Report”).fourth quarter mark-to-market adjustment.

Weighted-average actuarial assumptions for our primary U.S. retirement plans, which represent substantially all of our PBO and accumulated postretirement benefit obligation (“APBO”), are as follows:

 

                                                                              
 Pension Plans Postretirement Healthcare Plans   Pension Plans Postretirement Healthcare Plans 
 2012 2011 2010 2012 2011 2010     2015     2014     2013     2015     2014     2013   

Discount rate used to determine benefit obligation

  4.44  5.76  6.37  4.55  5.67  6.11   4.42  4.60  4.79  4.60  4.70  4.91

Discount rate used to determine net periodic benefit cost

  5.76   6.37   7.68   5.67   6.11   7.27    4.60   4.79   4.44   4.70   4.91   4.55 

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

  4.62   4.58   4.63                4.62   4.56   4.54          

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

  4.58   4.63   4.42                4.56   4.54   4.62          

Expected long-term rate of return on assets

  8.00   8.00   8.00             

Expected long-term rate of return on assets - Consolidated

   7.75   7.75   8.00          

Expected long-term rate of return on assets - Segment Reporting

   6.50   6.50   6.50          

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The estimatedexpected average rate of return on plan assets is the expected future long-term rate of earnings on plan assets and is a forward-looking assumption that materially affects our pension cost. Establishing the expected future rate of investment return on our pension assets is a judgmental matter. We review the expected long-term rate of return on an annual basis and revise it as appropriate. Management considers the following factors in determining this assumption:

 

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

 

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

 

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

Our estimatedconsolidated expected long-term rate of return on plan assets remains atwas 7.75% in 2015 and 2014 and 8% for 2013, consistent with our expected rate of return in 2012 and 2011.2013. Our actual return in each of the past three years exceeded that amountthose amounts for our principal U.S. domestic pension plan. However, for 2016, we have lowered our EROA assumption for long-term returns on plan assets to 6.50% as we continue to implement our asset and liability management strategy. In lowering this assumption we considered our historical returns, our current capital markets outlook and our investment strategy for our plan assets, including the impact of the duration of our plan liability.

Our actual return on plan assets has contracted from 2014 as we have increased our asset allocation to lower yielding fixed income investments. For the 15-year period ended May 31, 2012,2015, our actual annual returns were 7.4%6.70%.

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 2013 pension expense, the calculated value method resulted in the same value as the market value, as it did in 2011. 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 because our actual returns on plan assets significantly exceeded our assumptions.

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 listedpublicly tradeable securities, and our pension plans hold only a minimal investment in FedEx common stock that is entirely at the discretion of third-party pension fund investment managers. Our largest holding classes are Corporate Fixed Income Securities and Government Fixed Income Securities (which are largely benchmarked against the Barclays Long Government/Long Corporate Index), and U.S. and International Large Cap Equities which is(which are mainly indexed to the S&P 500 Index and Government Fixed Income Securities.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 future pension costs and net funded status volatility, we have transitioned to a liability-driven investment strategy with a greater concentration of fixed-income securities to better align plan assets with liabilities. Our investment strategy also includes the limited use of derivative financial instruments on a discretionary basis to improve investment returns and manage exposure to market risk. In all cases, our investment managers are prohibited from using derivatives for speculative purposes and are not permitted to use derivatives to leverage a portfolio.

Following is a description of the valuation methodologies used for investments measured at fair value:

 

  

Cash and cash equivalents. These Level 1 investments include cash, cash equivalents and foreign currency valued using exchange rates. The Level 2 investments include commingled funds valued using the net asset value.

 

  

Domestic, international and internationalglobal equities. These Level 1 investments are valued at the closing price or last trade reported on the major market on which the individual securities are traded. The Level 2 investments are commingled funds valued using the net asset value.

 

  

Private equity. The valuation of these Level 3 investments requires significant judgment due to the absence of quoted market prices, the inherent lack of liquidity and the long-term nature of such assets.

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

 

  

Fixed income. We determine the fair value of these Level 2 corporate bonds, U.S. and non-U.S. government securities and other fixed income securities by using bid evaluation pricing models or quoted prices of securities with similar characteristics.

The fair values of investments by level and asset category and the weighted-average asset allocations for our domestic pension plans at the measurement date are presented in the following table (in millions):

 

  Plan Assets at Measurement Date   Plan Assets at Measurement Date 
  2012   2015 

Asset Class

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

Level 2
 Unobservable
Inputs

Level 3
   Fair Value Actual % Target
Range %
 Quoted Prices in
Active Markets
Level 1
 Other Observable
Inputs

Level 2
 Unobservable
Inputs

Level 3
 

Cash and cash equivalents

  $618      $8  $610    $738   3  0 - 5 $36  $702  

Domestic equities

       

Equities

     35 - 55     

U.S. large cap equity

   4,248   25   24   9   4,239     4,291   19    302   3,989  

International equities

   3,064   14    2,429   635  

Global equities

   2,579   11     2,579  

U.S. SMID cap equity

   1,368   8   9   1,368      979   4    979   

International equities

   1,657   10   12   1,395   262  

Private equities

   402   2   5    $402    226   1     $226 

Fixed income securities

     49         45 - 65     

Corporate

   4,565   27     4,565     6,455   28     6,455  

Government

   4,175   24     4,175     4,645   20     4,645  

Mortgage backed and other

   59         59     213   1     213  

Other

   (79          (85  6     (184  (1   (181  (3 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

 
  $17,013   100   100  $2,695  $13,916  $402   $23,006   100  $3,565  $19,215  $226 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

 
  2011   2014 

Asset Class

  Fair Value Actual % Target % 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

  $409      $107  $302    $313   2  0 - 5 $55  $258  

Domestic equities

       

Equities

     35- 55     

U.S. large cap equity

   4,280   27   24   26   4,254     5,196   24    55   5,141  

International equities

   2,652   12    2,206   446  

Global equities

   1,367   7     1,367  

U.S. SMID cap equity

   1,481   10   9   1,481      886   4    886   

International equities

   2,013   13   12   1,702   311  

Private equities

   403   3   5    $403    276   1     $276 

Fixed income securities

     49         45- 65     

Corporate

   3,794   24     3,794     5,758   27     5,758  

Government

   3,135   20     3,135     4,782   22     4,782  

Mortgage backed and other

   66         66     275   1     275  

Other

   (63          (59  (4    (61       (61  
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

 
  $15,518   100   100  $3,257  $11,858  $403   $21,444   100  $3,141  $18,027  $276 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

 

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

 

  2012 2011   2015 2014 

Balance at beginning of year

  $        403  $        399   $276  $332 

Actual return on plan assets:

      

Assets held during current year

   3   27    (15  (17

Assets sold during the year

   38   36    43   53 

Purchases, sales and settlements

   (42  (59   (78  (92
  

 

  

 

   

 

  

 

 

Balance at end of the year

  $402  $403 

Balance at end of year

  $  226  $  276 
  

 

  

 

   

 

  

 

 

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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, 20122015 and a statement of the funded status as of May 31, 20122015 and 20112014 (in millions):

 

XXX,XXX,XXXX,XXX,XXXX,XXX,XXXX,XXX,X
  Pension Plans Postretirement Healthcare Plans 
  2012 2011 2012 2011  Pension Plans       Postretirement Healthcare      
Plans
 
        2015               2014        2015 2014 

Accumulated Benefit Obligation (“ABO”)

  $21,556  $16,806    $26,793  $23,805   
  

 

  

 

   
 

 

  

 

   

Changes in Projected Benefit Obligation (“PBO”) and Accumulated Postretirement Benefit Obligation (“APBO”)

         

PBO/APBO at the beginning of year

  $17,372  $14,484  $648  $565  $24,578  $22,600  $883  $828 

Service cost

   593   521   35   31   653   657   40   38 

Interest cost

   976   900   36   34   1,096   1,055   41   40 

Actuarial loss

   3,789   1,875   98   44   2,231   1,021   6   5 

Benefits paid

   (502  (468  (51  (48  (815  (801  (73  (62

Other

   (41  60   24   22   (231  46   32   34 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

PBO/APBO at the end of year

  $22,187  $17,372  $790  $648  $27,512  $24,578  $929  $883 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Change in Plan Assets

         

Fair value of plan assets at the beginning of year

  $15,841  $13,295  $—     $—     $21,907  $19,433  $—    $—   

Actual return on plan assets

   1,235   2,425   —      —      1,718   2,509   —     —   

Company contributions

   780   557   27   26   746   727   37   28 

Benefits paid

   (502  (468  (51  (48  (815  (801  (73  (62

Other

   (20  32   24   22   (51  39   36   34 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Fair value of plan assets at the end of year

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

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Funded Status of the Plans

  $(4,853 $(1,531 $(790 $(648 $(4,007 $(2,671 $(929 $(883
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Amount Recognized in the Balance Sheet at May 31:

         

Noncurrent asset

 $26   5   

Current pension, postretirement healthcare and other benefit obligations

  $(35 $(33 $(33 $(31  (34 $(41 $(42 $(41

Noncurrent pension, postretirement healthcare and other benefit obligations

   (4,818  (1,498  (757  (617  (3,999  (2,635  (887  (842
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net amount recognized

  $(4,853 $(1,531 $(790 $(648 $(4,007 $(2,671 $(929 $(883
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Amounts Recognized in AOCI and not yet reflected in Net Periodic Benefit Cost:

         

Net actuarial loss (gain)

  $8,866  $5,386  $13  $(85

Prior service (credit) cost and other

   (897  (993  2   2  $(668 $(670 $  $1 
  

 

  

 

  

 

  

 

 

Total

  $7,969  $4,393  $15  $(83
  

 

  

 

  

 

  

 

 

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)

  $516  $307  $—     $(1

Prior service credit and other

   (114  (112  —      —     $(121 $(115 $  $ 
  

 

  

 

  

 

  

 

 

Total

  $402  $195  $—     $(1
  

 

  

 

  

 

  

 

 

- 121 -


Our pension plans included the following components at May 31 2012 and 2011 (in millions):

 

        ABO               PBO         Fair Value of
Plan Assets
   Funded Status   PBO   Fair Value of
Plan Assets
   Funded Status 

2012

        

2015

      

Qualified

  $20,667   $21,192   $17,013   $(4,179  $  26,365   $23,006   $(3,359

Nonqualified

   352    355         (355   271        (271

International Plans

   537    640    321    (319   876    499    (377
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $21,556   $22,187   $17,334   $(4,853  $27,512   $23,505   $(4,007
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

2011

        

2014

      

Qualified

  $16,024   $16,445   $15,518   $(927  $23,439   $21,444   $(1,995

Nonqualified

   335    339         (339   280        (280

International Plans

   447    588    323    (265   859    463    (396
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $16,806   $17,372   $15,841   $(1,531  $24,578   $21,907   $(2,671
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

The table above provides the ABO, 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, 2012 and 2011, 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
 
  2012 2011         2015             2014       

Pension Benefits

      

Fair value of plan assets

  $17,334  $15,815   $23,099  $21,543 

PBO

   (22,187  (17,346   (27,132  (24,219
  

 

  

 

   

 

  

 

 

Net funded status

  $(4,853 $(1,531  $(4,033 $(2,676
  

 

  

 

   

 

  

 

 
  ABO Exceeds the Fair Value
of Plan Assets
   ABO Exceeds the Fair  Value
of Plan Assets
 
  2012 2011         2015             2014   

Pension Benefits

      

ABO(1)

  $(21,555 $(16,530  $(26,413 $(23,447

Fair value of plan assets

   17,333   15,538    23,099   21,542 

PBO

   (22,185  (17,014   (27,132  (24,218
  

 

  

 

   

 

  

 

 

Net funded status

  $(4,852 $(1,476  $(4,033 $(2,676
  

 

  

 

   

 

  

 

 

 

(1) 

ABO not used in determination of funded status.

- 122 -


Contributions to our U.S. Pension Plans for the years ended May 31 were as follows (in millions):

 

  2012   2011 
        2015               2014       

Required

  $            496   $            359   $388   $645 

Voluntary

   226    121    272    15 
  

 

   

 

   

 

   

 

 
  $722   $480   $660   $660 
  

 

   

 

   

 

   

 

 

For 2016, we anticipate making contributions to our U.S. Pension Plans totaling $660 million (approximately $500 million of which are required).

Net periodic benefit cost for the three years ended May 31 were as follows (in millions):

 

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
  Pension Plans  Postretirement Healthcare Plans 
  2012  2011  2010  2012  2011  2010 

Service cost

 $593  $521  $417  $35  $31  $24 

Interest cost

  976   900   823   36   34   30 

Expected return on plan assets

  (1,240  (1,062  (955            

Recognized actuarial losses (gains) and other

  195   184   23   (1  (5  (12
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net periodic benefit cost

 $524  $543  $308  $70  $60  $42 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Pension costs in 2012 were slightly lower than 2011, as the benefit of significant investment returns on our pension plan assets in 2011 offset the negative impact of a lower discount rate at our May 31, 2011 measurement date.

   Pension Plans        Postretirement Healthcare Plans        
       2015          2014          2013      2015   2014   2013 

Service cost

  $653  $657  $692  $40   $38   $42 

Interest cost

   1,096   1,055   968   41    40    36 

Expected return on plan assets

   (1,678  (1,495  (1,383           

Amortization of prior service credit

   (115  (115  (114       

Actuarial losses (gains) and other

   2,190   7   (1,350  6    5    (17
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Net periodic benefit cost

  $2,146  $109  $(1,187 $87   $83   $61 
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Amounts recognized in OCI for all plans for the years ended May 31 were as follows (in millions):

 

 2012 2011   2015   2014 
 Pension Plans Postretirement
Healthcare Plans
 Pension Plans Postretirement
Healthcare Plans
   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
   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 loss and other arising during period

 $3,777  $2,371  $97  $61  $511  $321  $44  $26 

Loss from settlements and curtailments

                  (13  (8        

Prior service cost arising during period

  $(113 $(72 $(1 $   $(1 $(1 $   $ 

Amortizations:

                   

Prior services credit

  113   71           113   71            115   72          115   77        

Actuarial (losses) gains and other

  (311  (195  1       (284  (178  5   3 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

   

 

 

Total recognized in OCI

 $3,579  $2,247  $98  $61  $327  $206  $49  $29   $2  $  $(1 $   $114  $76  $   $ 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

   

 

  

 

  

 

   

 

 

Benefit payments, which reflect expected future service, are expected to be paid as follows for the years ending May 31 (millions):

 

   Pension Plans  Postretirement
Healthcare Plans
 

2013

  $640  $33 

2014

   723   34 

2015

   803   36 

2016

   861   38 

2017

   922   40 

2018-2022

   6,289   246 
   Pension Plans   Postretirement
Healthcare Plans
 

2016

  $913   $42 

2017

   998    42 

2018

   1,047    45 

2019

   1,147    46 

2020

   1,258    48 

2021-2025

   8,107    275 

- 123 -


These estimates are based on assumptions about future events. Actual benefit payments may vary significantly from these estimates.

Future medical benefit claims costs are estimated to increase at an annual rate of 8.0%7.3% during 2013, decreasing to an annual growth rate of 4.5% in 2029 and thereafter. Future dental benefit costs are estimated to increase at an annual rate of 6.9% during 2013,2016, decreasing to an annual growth rate of 4.5% in 2029 and thereafter. A 1% change in these annual trend rates would not have a significant impact on the APBO at May 31, 20122015 or 20122015 benefit expense because the level of these benefits is capped.

NOTE 13:14: BUSINESS SEGMENT INFORMATION

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

 

FedEx Express Segment  

FedEx Express (express transportation)

  

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

  

FedEx SupplyChain Systems (logistics services)

Bongo (cross-border enablement technology and solutions)

FedEx Ground Segment

  

FedEx Ground (small-package ground delivery)

  

FedEx SmartPost (small-parcel consolidator)

GENCO (third-party logistics)

FedEx Freight Segment  

FedEx Freight (LTL freight transportation)

  

FedEx Custom Critical (time-critical transportation)

FedEx Services Segment  

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

  

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

  

FedEx Office (document and business services and package acceptance)

FedEx Services Segment

The FedEx Services segment operates combined sales, marketing, administrative and information technology functions in shared services operations that support our transportation businesses and allow us to obtain synergies from the combination of these functions. For the international regions of FedEx Express, some of these functions are performed on a regional basis by FedEx Express and reported in the FedEx Express segment in their natural expense line items outside of intercompany charges.items. The FedEx Services segment includes: FedEx Services, which provides sales, marketing, information technology, communications and certain back-office support to our other companies; FedEx TechConnect, which is responsible for customer service, technical support, billings and collections for U.S. customers of our major business units; and FedEx Office, which provides an array of document and business services and retail access to our customers for our package transportation businesses.

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

The operating

- 124 -


Operating expenses line item “Intercompany charges” on the accompanying unaudited financial summariesfor each of our transportation segments in MD&A reflectsinclude the allocations from the FedEx Services segment to the respective transportation segments. The “Intercompany charges” captionThese allocations also includesinclude charges and credits for administrative services provided between operating companies and certain othercompanies. The allocations of net operating costs are based on metrics such as corporate management fees related torelative revenues or estimated services received for general corporate oversight, including executive officers and certain legal and finance functions.provided. We believe these allocations approximate the net cost of providing these functions.

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

During the fourth quarter of 2015, we changed our method of accounting for our defined benefit pension and postretirement healthcare plans to immediately recognize actuarial gains and losses resulting from the remeasurement of these plans in earnings in the fourth quarter of each fiscal year. In addition, for purposes of calculating the EROA, we will no longer use an averaging technique for the market-related value of plan assets but instead will use actual fair value of plan assets. This method of accounting is referred to as MTM accounting as described in Note 1. Our segment operating results follow internal management reporting, which is used for making operating decisions and assessing performance. Historically, net total benefit cost was allocated to each segment. We continue to record service cost, interest cost and EROA at the business segments. Annual recognition of actuarial gains and losses will be reflected in our segment results only at the corporate level. Additionally, although the actual asset returns are recognized in each fiscal year through a MTM adjustment, we continue to recognize an EROA in the determination of net pension cost. At the segment level, we have set our EROA at 6.5% for all periods presented, which will equal our consolidated EROA assumption for 2016. In fiscal years where the consolidated EROA is greater than 6.5%, that difference is reflected as a credit in “Corporate, eliminations and other.” We have adjusted prior-period segment information to conform to the current period’s presentation to ensure comparability of the segment results across all periods, including comparisons going forward in 2016.

In addition, in 2015, we ceased allocating to our transportation segments the costs associated with our corporate headquarters division. These costs included services related to general oversight functions, including executive officers and certain legal and finance functions. This change allows for additional transparency and improved management of our corporate oversight costs. These costs are included in “Corporate, eliminations and other” in our segment reporting and reconciliations. Prior year amounts have been revised to conform to the current year segment presentation. This change did not impact our condensed consolidated financial statements included in Note 21.

Other Intersegment Transactions

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

- 125 -


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:

   FedEx
Express
  Segment
(1)  
   FedEx
Ground
  Segment
(2)  
   FedEx
Freight
  Segment
(3)  
   FedEx
Services
  Segment  
   Corporate,
eliminations
and other
(5)
  Consolidated
Total
 

Revenues

           

2015

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

2014

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

2013

   27,171     10,578     5,401     1,580     (443  44,287 

Depreciation and amortization

           

2015

   $    1,460     $       530     $     230     $     390     $          1    $    2,611 

2014

   1,488     468     231     399     1    2,587 

2013

   1,350     434     217     384     1    2,386 

Operating income

           

2015

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

2014

   1,428     2,021     351          15    3,815 

2013

   929     1,859     246          1,400    4,434 

Segment assets(4)

           

2015

   $  20,759     $  11,764     $  3,530     $  5,357     $  (4,341  $  37,069 

2014

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

2013

   18,935     7,353     2,953     4,879     (553  33,567 

(1)

FedEx Express segment 2015 operating income includes $276 million of impairment and related charges resulting from the decision to permanently retire and adjust the retirement schedule of certain aircraft and related engines. FedEx Express segment 2013 operating income includes $405 million of direct and allocated business realignment costs and an impairment charge of $100 million resulting from the decision to retire 10 aircraft and related engines.

(2)

FedEx Ground segment 2013 operating income includes $105 million of allocated business realignment costs.

(3)

FedEx Freight segment 2013 operating income includes $50 million in direct and allocated business realignment costs.

(4)

Segment assets include intercompany receivables.

(5)

Operating income includes a loss of $2.2 billion in 2015, a loss of $15 million in 2014 and a gain of $1.4 billion in 2013 associated with our mark-to-market pension accounting. Operating income in 2015 also includes a $197 million charge in the fourth quarter to increase the legal reserve associated with the settlement of a legal matter at FedEx Ground to the amount of the settlement.

The following table provides a reconciliation of reportable segment capital expenditures to consolidated totals for the years ended May 31 (in millions):

 

XXXX.XXXXXX.XXXXXX.XXXXXX.XXXXXX.XXXXXX.XX
   FedEx
Express
Segment
(1)
  FedEx
Ground
Segment
   FedEx
Freight
Segment
(2)
  FedEx
Services
Segment
  Other and
Eliminations
  Consolidated
Total
 
        

Revenues

        

2012 

  $    26,515   $      9,573   $      5,282   $      1,671   $(361 $    42,680 

2011 

   24,581    8,485    4,911    1,684    (357  39,304 

2010 

   21,555    7,439    4,321    1,770    (351  34,734 

Depreciation and amortization

        

2012 

  $1,169   $389   $185   $369   $           1  $2,113 

2011 

   1,059    337    205    371    1   1,973 

2010 

   1,016    334    198    408    2   1,958 

Operating income (loss)

        

2012 

  $1,260   $1,764   $162   $   $   $3,186 

2011 

   1,228    1,325    (175)            2,378 

2010 

   1,127    1,024    (153)            1,998 

Segment assets(3)

        

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 

2010 

   14,819    4,118    2,786    4,079    (900  24,902 

(1)       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 associated with the ATA Airlines lawsuit which was initially recorded in 2011.

            

(2)       FedEx Freight segment 2011 operating expenses include $133 million in costs associated with the combination of our FedEx Freight and FedEx National LTL operations, effective January 30, 2011.

           

(3)       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
 

2012

  $      2,689  $         536   $         340  $         437  $           5  $    4,007 

2011

   2,467   426    153   387   1   3,434 

2010

   1,864   400    212   340       2,816 
   FedEx
Express
  Segment  
   FedEx
Ground
  Segment  
   FedEx
Freight
  Segment  
   FedEx
Services
  Segment  
     Other     Consolidated
Total
 

2015

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

2014

   1,994    850    325    363    1    3,533 

2013

   2,067    555    326    424    3    3,375 

- 126 -


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

  2012 2011 2010       2015         2014         2013     

REVENUE BY SERVICE TYPE

    

FedEx Express segment:

        

Package:

        

U.S. overnight box

  $6,546  $6,128  $5,602   $6,704  $6,555  $6,513 

U.S. overnight envelope

   1,747   1,736   1,640    1,629   1,636   1,705 

U.S. deferred

   3,001   2,805   2,589    3,342   3,188   3,020 
  

 

  

 

  

 

   

 

  

 

  

 

 

Total U.S. domestic package revenue

   11,294   10,669   9,831    11,675   11,379   11,238 

International priority(1)

   8,708   8,228   7,087 

International domestic(2)

   853   653   578 

International priority

   6,251   6,451   6,586 

International economy

   2,301   2,229   2,046 
  

 

  

 

  

 

 

Total international export package revenue

   8,552   8,680   8,632 

International domestic(1)

   1,406   1,446   1,398 
  

 

  

 

  

 

   

 

  

 

  

 

 

Total package revenue

   20,855   19,550   17,496    21,633   21,505   21,268 

Freight:

        

U.S.

   2,498   2,188   1,980    2,300   2,355   2,562 

International priority(1)

   1,827   1,722   1,303 

International priority

   1,588   1,594   1,678 

International airfreight

   307   283   251    180   205   276 
  

 

  

 

  

 

   

 

  

 

  

 

 

Total freight revenue

   4,632   4,193   3,534    4,068   4,154   4,516 

Other(3)

   1,028   838   525 

Other(2)

   1,538   1,462   1,387 
  

 

  

 

  

 

   

 

  

 

  

 

 

Total FedEx Express segment

   26,515   24,581   21,555    27,239   27,121   27,171 

FedEx Ground segment:

        

FedEx Ground

   8,791   7,855   6,958    11,563   10,634   9,652 

FedEx SmartPost

   782   630   481    1,005   983   926 

GENCO

   416       
  

 

  

 

  

 

   

 

  

 

  

 

 

Total FedEx Ground segment

   9,573   8,485   7,439    12,984   11,617   10,578 

FedEx Freight segment

   5,282   4,911   4,321    6,191   5,757   5,401 

FedEx Services segment

   1,671   1,684   1,770    1,545   1,536   1,580 

Other and eliminations

   (361  (357  (351   (506  (464  (443
  

 

  

 

  

 

   

 

  

 

  

 

 
  $42,680  $39,304  $34,734   $47,453  $45,567  $44,287 
  

 

  

 

  

 

   

 

  

 

  

 

 

GEOGRAPHICAL INFORMATION(4)

    

GEOGRAPHICAL INFORMATION(3)

    

Revenues:

        

U.S.

  $29,837  $27,461  $24,852   $34,216  $32,259  $30,948 

International:

        

FedEx Express segment

   12,370   11,437   9,547    12,772   12,916   12,959 

FedEx Ground segment

   216   177   140    311   248   234 

FedEx Freight segment

   101   84   60    142   130   112 

FedEx Services segment

   156   145   135    12   14   34 
  

 

  

 

  

 

   

 

  

 

  

 

 

Total international revenue

   12,843   11,843   9,882    13,237    13,308   13,339 
  

 

  

 

  

 

   

 

  

 

  

 

 
  $42,680  $39,304  $34,734   $47,453  $45,567  $44,287 
  

 

  

 

  

 

   

 

  

 

  

 

 

Noncurrent assets:

        

U.S.

  $18,874  $17,235  $16,089   $23,514  $20,658  $19,637 

International

   1,973   1,865   1,529    2,614   2,729   2,656 
  

 

  

 

  

 

   

 

  

 

  

 

 
  $        20,847  $        19,100  $        17,618   $26,128  $23,387  $22,293 
  

 

  

 

  

 

   

 

  

 

  

 

 

 

(1)

International priority includes FedEx International Priority and FedEx International Economy services.domestic revenues represent our international intra-country express operations.

 

(2)

International domestic revenues include our international intra-country domestic express operations, including acquisitions in India (February 2011)Includes FedEx Trade Networks, FedEx SupplyChain Systems and Mexico (July 2011).Bongo.

 

(3)

Other revenues include FedEx Trade Networks and, beginning in the second quarter of 2010, FedEx SupplyChain Systems.

(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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NOTE 14:15: SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest expense and income taxes for the years ended May 31 was as follows (in millions):

 

  2012 2011 2010   2015 2014 2013 

Cash payments for:

        

Interest (net of capitalized interest)

  $                52  $                93  $                88   $201  $ 131  $80 
  

 

  

 

  

 

   

 

  

 

  

 

 

Income taxes

  $403  $493  $322   $ 1,122  $ 820  $687 

Income tax refunds received

   (146  (106  (279   (9  (54  (219
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash tax payments, net

  $257  $387  $43   $1,113  $ 766  $468 
  

 

  

 

  

 

   

 

  

 

  

 

 

NOTE 15:16: GUARANTEES AND INDEMNIFICATIONS

In conjunction with certain transactions, primarily the lease, sale or purchase of operating assets or services in the ordinary course of business, we may provide routine guarantees or indemnifications (e.g., environmental, fuel, tax and software infringement), the terms of which range in duration, and often they are not limited and have no specified maximum obligation. As a result, the overall maximum potential amount of the obligation under such guarantees and indemnifications cannot be reasonably estimated. Historically, we have not been required to make significant payments under our guarantee or indemnification obligations and no amounts have been recognized in our financial statements for the underlying fair value of these obligations.

Special facility revenue bonds have been issued by certain municipalities primarily to finance the acquisition and construction of various airport facilities and equipment. These facilities were leased to us and are accounted for as either capital leases or operating leases. FedEx Express has unconditionally guaranteed $667$483 million in principal of these bonds (with total future principal and interest payments of approximately $852$578 million as of May 31, 2012)2015) through these leases. Of the $667 million bond principal guaranteed, $116 million was included in capital lease obligations in our balance sheet at May 31, 2012. The remaining $551 million has been accounted for as operating leases.

NOTE 16:17: COMMITMENTS

Annual purchase commitments under various contracts as of May 31, 20122015 were as follows (in millions):

 

  Aircraft and
Aircraft Related
 Facilities
and Other
(1)
 Total   Aircraft and
Aircraft Related
           Other(1)                   Total           

2013

  $965   $849   $            1,814 

2014

   558    191    749 

2015

   824    139    963 

2016

   912    78    990    $      1,255     $      1,060     $      2,315 

2017

   1,009   52    1,061    1,024     235     1,259 

2018

   1,399     128     1,527 

2019

   1,017     69     1,086 

2020

   662     22     684 

Thereafter

   5,166    134    5,300    3,786     89     3,875 
  

 

   

 

   

 

 

Total

   $      9,143     $      1,603     $      10,746 
  

 

   

 

   

 

 

 

(1)

Primarily vehicles, facilities,equipment, advertising contracts and $550in 2016, approximately $500 million of estimated required quarterly contributions to our U.S. Pension Plans.

The amounts reflected in the table above for purchase commitments represent noncancelable agreements to purchase goods or services. As of May 31, 2012,2015, our obligation to purchase 13 B777Fs wasthree Boeing 767-300 Freighter (“B767F”) aircraft and nine 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 (“RLA”).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

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that are cancelable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above.

We have several aircraft modernization programs underway that are supported by the purchase of B777F, B767F and B757 aircraft. These aircraft are significantly more fuel-efficient per unit than the aircraft types previously utilized, and these expenditures are necessary to achieve significant long-term operating savings and to replace older aircraft. Our ability to delay the timing of these aircraft-related expenditures is limited without incurring significant costs to modify existing purchase agreements.

In December 2011,During September 2014, FedEx Express entered into an agreement to acquire 27 new Boeing 767-300 Freighter (“B767F”) aircraft, with the first three arriving in 2014 followed by six per year from 2015 to 2018. In conjunction with the execution of thepurchase four additional B767F aircraft, purchase agreement, FedEx Express also delayed the delivery of nine B777F aircraft, five of which were deferred from 2014will begin in 2017 and one per year from 2015 to 2018, to better align air network capacity to demand. FedEx Express also removed the RLA condition from two of the 15 B777F aircraft and exercised two B777F options for aircraft to be delivered at the end of the delivery schedule.continue through 2019.

We had $661$472 million in deposits and progress payments as of May 31, 20122015 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 Boeing 757 (“B757”) in passenger configuration, which will require additional costs to modify for cargo transport. Aircraft and aircraft-related contracts are subject to price escalations. The following table is a summary of the key aircraft we are committed to purchase as of May 31, 2012,2015, with the year of expected delivery:

 

      B757         B767F           B777F         Total       B767F   B777F   Total 
      

2013

                   10                    —                     4                    14 

2014

       3    2    5 

2015

       6    2    8 

2016

       6    2    8    11    2     13 

2017

       6    2    8    12         12 

2018

   11    2     13 

2019

   6    2     8 

2020

       3     3 

Thereafter

       6    16    22        9     9 
  

 

  

 

   

 

  

 

   

 

   

 

   

 

 

Total

   10    27    28    65            40            18         58 
  

 

  

 

   

 

  

 

   

 

   

 

   

 

 

On June 29, 2012, FedEx Express entered into a supplemental agreement to purchase nine additional B767F aircraft. Additionally, FedEx Express exercised ten B767F options available under the December 2011 agreement and purchased the right to 15 additional options. Four of these 19 additional B767F aircraft purchases are subject to the RLA condition. These 19 additional B767F aircraft are expected to be delivered from fiscal 2015 to 2019 and will replace current MD10-10 and A310-200 aircraft to continue to improve efficiency and technology of FedEx Express’s aircraft fleet.

In conjunction with the additional B767F aircraft purchases, four currently contracted B777F aircraft deliveries that were subject to the RLA condition (two scheduled for delivery in fiscal 2016 and two scheduled for delivery in fiscal 2017) were converted to equivalent purchase value for B767F aircraft. With consideration of these two agreements, there are nine B777F purchase obligations subject to the RLA condition. These aircraft transactions are not included in the table above, as they occurred subsequent to May 31, 2012.

NOTE 17:18: CONTINGENCIES

Wage-and-Hour.We are a defendant in a number of lawsuits containing various class-action allegations of wage-and-hour violations. The plaintiffs in these lawsuits allege, among other things, that they were forced to work “off the clock,” were not paid overtime or were not provided work breaks or other benefits. The complaints generally seek unspecified monetary damages, injunctive relief, or both. We do not believe that a material loss is reasonably possible with respect to any of these matters.

Independent Contractor — Lawsuits and State Administrative Proceedings.FedEx Ground is involved in numerous class-action lawsuits (including 3025 that have been certified as class actions), individual lawsuits and state tax and other administrative proceedings that claim that the company’s owner-operators should be treated as employees, rather than independent contractors.

Most of the class-action lawsuits were consolidated for administration of the pre-trial proceedings by a single federal court, the U.S. District Court for the Northern District of Indiana. The multidistrict litigation court granted class certification in 28 cases and denied it in 14 cases. On December 13, 2010, the court entered an opinion and order addressing all outstanding motions for summary judgment on the status of the owner-operators (i.e.(i.e.,independent contractor vs. employee). In sum, the court has now ruled on our summary judgment motions and entered judgment in favor of FedEx Ground on all claims in 20 of the 28 multidistrict litigation cases that had been certified as class actions, finding that the owner-operators in those cases were contractors as a matter of the law of the following states: Alabama, Arizona, Georgia, Indiana, Kansas (the court previously dismissed without prejudice the nationwide class claim under the Employee Retirement Income Security Act of 1974 based on the plaintiffs’ failure to exhaust administrative remedies), Louisiana, Maryland, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, West Virginia and Wisconsin.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 were stayed pending a decision of the Kansas Supreme Court.

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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 subsequently transferred back to the Seventh Circuit, where both parties made filings requesting the action necessary to complete the resolution of the appeals. The parties also made recommendations to the court regarding next steps for the other 19 cases that are before the Seventh Circuit. FedEx Ground has requested that each of those cases be separately briefed given the potential differences in the applicable state law from that in Kansas. During the second quarter of 2015, we established an accrual for the estimated probable loss in the Kansas case that was required to be recognized pursuant to applicable accounting standards. This amount was immaterial.

On July 8, 2015, the Seventh Circuit issued an order and opinion confirming the decision of the Kansas Supreme Court, concluding that the class members are employees, not independent contractors. Additionally, the Seventh Circuit referred the other 19 cases to a representative of the court for purposes of setting a case management conference to address briefing and argument for those cases.

The multidistrict litigation court remanded the other eight certified class actions back to the district courts where they were originally filed because its summary judgment ruling did not completely dispose of all of the claims in those lawsuits. Specifically,Three of these matters settled for immaterial amounts and have received court approval. One of the cases is currently pending in the fiveEastern District of Arkansas. Another case was appealed to the Eleventh Circuit Court of Appeals where the court reversed the class-wide summary judgment decision on May 28, 2015 and remanded the case for trial, holding that there are disputed issues of fact as to whether the class members are employees or independent contractors. Two cases in Arkansas,Oregon and one in California Florida, and Oregon (two certified cases), the court’s ruling granted summary judgment in FedEx Ground’s favor on all of the certified claims but did not decide the uncertified claims. In the three cases filed in Kentucky, Nevada and New Hampshire, the court ruled in favor of FedEx Ground on some of the claims and against FedEx Ground on at least one claim. In May 2012, the Oregon district court dismissed the two Oregon cases, but in June 2012, the plaintiffs in both cases filed notices of appeal withwere appealed to the Ninth Circuit Court of Appeals. Appeals, where the court reversed the district court decisions and held that the plaintiffs in California and Oregon were employees as a matter of law and remanded the cases to their respective district courts for further proceedings. In the first quarter of 2015, we recognized an accrual for the then-estimated probable loss in those cases that was required to be recognized pursuant to applicable accounting standards. This amount was immaterial.

In June 2012,2015, the Kentucky districtparties in the California case engaged in mediation and reached an agreement to settle the matter for $228 million, and we have increased the accrual to that amount. The settlement agreement has been filed with the court ruledfor approval.

In the Oregon cases, material exposure above the accrued amount is reasonably possible. We continue to evaluate what facts may arise in favorthe 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 excess of the amount accrued. The number and identities of plaintiffs in these lawsuits are uncertain, as they are dependent on how the class of full-time drivers is defined and how many individuals will qualify based on whatever criteria may be established. In addition, the parties have conducted only very limited discovery into damages, which could vary considerably from plaintiff to plaintiff and be dependent on evidence pertaining to individual plaintiffs, which has yet to be produced in the cases. Further, the range of potential loss could be impacted substantially by future rulings by the court, including on the merits of the claims, on FedEx Ground’s defenses, and on evidentiary issues.

With respect to the matters that are pending outside of Oregon, it is reasonably possible that potential loss in some of these lawsuits or changes to the independent contractor status of FedEx Ground on certainGround’s owner-operators could be material. Similar to our analysis of loss contingency in the Oregon cases, we continue to evaluate what facts may arise in the course of discovery and what legal rulings the courts may render and how these facts and rulings might impact FedEx Ground’s loss. As a consequence of many of the plaintiffs’ claims, thereby reducing our potential exposuresame factors described above, as well as others that are specific to these cases, we are not currently able to estimate a range of reasonably possible loss. We do not believe that a material loss is probable in the matter.these matters.

In January 2008, one of the contractor-model lawsuits that is not part of the multidistrict litigation,Anfinson v. FedEx Ground, was certified as a class action by a Washington state court. The plaintiffs inAnfinsonrepresent a class of single-route, pickup-and-delivery owner-operators in Washington from December 21, 2001 through December 31, 2005 and allege that the class members should be reimbursed as employees for their uniform expenses and should receive overtime pay. In March 2009, a jury trial in theAnfinsoncase was held, and the jury returned a verdict in favor of FedEx Ground, finding that all 320 class members were independent contractors, not employees. The plaintiffs appealed the verdict. In December 2010, the Washington Court of Appeals reversed and remanded for further proceedings, including a new trial. We filed a motion to reconsider, and this motion was denied. In March 2011,addition, we filed a discretionary appeal with the Washington Supreme Court, and in August 2011, that petition was granted. The Washington Supreme Court heard oral arguments in February 2012.

In August 2010, another one of the contractor-model lawsuits that is not part of the multidistrict litigation,Rascon v. FedEx Ground, was certified as a class action by a Colorado state court. The plaintiff inRasconrepresents a class of single-route, pickup-and-delivery owner-operators in Colorado who drove vehicles weighing less than 10,001 pounds at any time from August 27, 2005 through the present. The lawsuit seeks unpaid overtime compensation, and related penalties and attorneys’ fees and costs, under Colorado law. Our applications for appeal challenging this class certification decision have been rejected. We settled this matter for an immaterial amount, subject to court approval, in June 2012.

Otherare defending contractor-model cases that are not or are no longer part of the multidistrict litigationlitigation. These cases are in varying stages of litigation.litigation, and we do not expect to incur a material loss in any of these matters.

With respect to the state administrative proceedings relating to the classification of FedEx Ground’s owner-operators as independent contractors, during the second quarter of 2011, the attorneys general in New York and Kentucky each filed lawsuits against FedEx Ground challenging the validity of the contractor model. In January 2012, FedEx Ground settled the lawsuit filed by the Kentucky Attorney General for an immaterial amount, and in April 2012, the lawsuit was dismissed.

While the granting of summary judgment in favor of FedEx Ground by the multidistrict litigation court in 20 of the 28 cases that had been certified as class actions remains subject to appeal, we believe that it significantly improves the likelihood that our independent contractor model will be upheld. Adverse determinations in matters related to FedEx Ground’s independent contractors, however,

could, among other things, entitle certain of our contractorsowner-operators and their drivers to the reimbursement of certain expenses and to the benefit of wage-and-hour laws and result in employment and withholding tax and benefit liability for FedEx Ground, and could result in changes to the independent contractor status of FedEx Ground’s owner-operators in certain jurisdictions. We believe that FedEx Ground’s owner-operators are properly classified as independent contractors and that FedEx Ground is not an employer of the drivers of the company’s independent contractors. While

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City and State of New York Cigarette Suit. On December 30, 2013, the City of New York filed suit against FedEx Express and FedEx Ground arising from our alleged shipments of cigarettes to New York City residents. The claims against FedEx Express were subsequently dismissed. On March 30, 2014, the complaint was amended adding the State of New York as a plaintiff. Beyond the addition of the State as a plaintiff, the amended complaint contains several amplifications of the previous claims. First, the claims now relate to four shippers, none of which continues to ship in our network. Second, the amended complaint contains a count for violation of the Assurance of Compliance (“AOC”) we had previously entered into with the State of New York, claiming that since 2006, FedEx has made shipments of cigarettes to residences in New York in violation of the AOC. Lastly, the amendment contains new theories of Racketeer Influenced and Corrupt Organizations Act (“RICO”) violations. In May 2014, we filed a motion to dismiss almost all of the claims. On November 12, 2014, the City and State of New York filed a separate but almost identical lawsuit that includes two additional shippers. This complaint was amended in May 2015 to include additional shippers. On March 9, the court ruled on our motion to dismiss in the first case, granting our motions to limit the applicable statute of limitations to four years and to dismiss a portion of the claims. The court, however, denied our motion to dismiss some of the claims, including the RICO claims. Loss in these lawsuits is reasonably possible, but the amount of any loss is expected to be immaterial.

Environmental Matters. SEC regulations require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions that management reasonably believes could exceed $100,000.

In February 2014, FedEx Ground received oral communications from District Attorneys’ Offices (representing California’s county environmental authorities) and the California Attorney General’s Office (representing the California Division of Toxic Substances Control (“DTSC”)) that they were seeking civil penalties for alleged violations of the state’s hazardous waste regulations. Specifically, the California environmental authorities alleged that FedEx Ground improperly generates and/or handles, stores and transports hazardous waste from its stations to its hubs in California. In April 2014, FedEx Ground filed a declaratory judgment action in the United States District Court for the Eastern District of California against the Director of the California Division of Toxic Substances Control and the county District Attorneys with whom we have been negotiating. In June 2014, the California Attorney General filed a complaint against FedEx Ground in Sacramento County Superior Court alleging violations of FedEx Ground as described above. The County District Attorneys filed a similar complaint in Sacramento County Superior Court in July 2014. The county and state authorities filed a motion to dismiss FedEx Ground’s declaratory judgment action, and their motion was granted on January 22, 2015. FedEx Ground filed a notice of appeal with the Ninth Circuit Court of Appeals on February 23, 2015. Loss is probable as to the enforcement action commenced by the county authorities, and we have established an accrual for the estimated probable loss. This amount was immaterial. Loss is reasonably possible as to the action commenced by the DTSC; however, the amount of any loss is expected to be immaterial.

On January 14, 2014, the U.S. Department of Justice (“DOJ”) issued a Grand Jury Subpoena to FedEx Express relating to an asbestos matter previously investigated by the U.S. Environmental Protection Agency. On May 1, 2014, the DOJ informed us that it had determined to continue to pursue the matter as a criminal case, citing seven asbestos-related regulatory violations associated with removal of roof materials from a hangar in Puerto Rico during cleaning and repair activity, as well as violation of waste disposal requirements. Loss is reasonably possible; however, the amount of any loss is expected to be immaterial.

Department of Justice Indictment — Internet Pharmacy Shipments. In the past, we received requests for information from the DOJ in the Northern District of California in connection with a criminal investigation relating to the transportation of packages for online pharmacies that may have shipped pharmaceuticals in violation of federal law. In July 2014, the DOJ filed a criminal indictment in the United States District Court for the Northern District of California in connection with the matter. A superseding indictment was filed in August 2014. The indictment alleges that FedEx Corporation, FedEx Express and FedEx Services, together with certain pharmacies, conspired to unlawfully distribute controlled substances, unlawfully distributed controlled substances and conspired to unlawfully distribute misbranded drugs. The superseding indictment adds conspiracy to launder money counts related to services provided to and payments from online pharmacies. We continue to believe that our employees have acted in good faith at all times and that we have not engaged in any illegal activities.

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Accordingly, we will vigorously defend ourselves in this matter. If we are convicted, remedies could include fines, penalties, forfeiture and compliance conditions. Given the early stage of this proceeding, we cannot estimate the amount or range of loss, if any; however, it is reasonably possible that potential loss in some of these lawsuits or such changes to the independent contractor status of FedEx Ground’s owner-operatorsit could be material if we cannot yet determine the amount or reasonable range of potential loss. A number of factors contribute to this. The number of plaintiffs in these lawsuits continues to change, with some being dismissed and others being added and, as to new plaintiffs, discovery is still ongoing. In addition, the parties have not yet conducted any discovery into damages, which could vary considerably from plaintiff to plaintiff. Further, the range of potential loss could be impacted considerably by future rulings on the merits of certain claims and FedEx Ground’s various defenses, and on evidentiary issues. In any event, we do not believe that a material loss is probable in these matters.

ATA Airlines.In October 2010, a jury returned a verdict in favor of ATA Airlines in its breach of contract lawsuit against FedEx Express and awarded damages of $66 million, and in January 2011, the court awarded ATA pre-judgment interest of $5 million. In December 2011, the Seventh Circuit overturned the entire judgment entered against FedEx Express. ATA Airlines requested the Seventh Circuit to rehear oral argument on appeal, and in February 2012, the Seventh Circuit denied the request. We have reversed the $66 million accrual established in the second quarter of 2011. After the Seventh Circuit denied ATA Airlines’ request for the Seventh Circuit to rehear oral argument on appeal, ATA Airlines asked the U.S. Supreme Court to accept a discretionary appeal of the matter. We believe that it is unlikely that the U.S. Supreme Court will accept the discretionary appeal.

California Paystub Class Action. A federal court in California ruled in April 2011 that paystubs for certain FedEx Express employees in California did not meet that state’s requirements to reflect pay period begin date, total overtime hours worked and the correct overtime wage rate. The ruling came in a class action lawsuit filed by a former courier seeking damages on behalf of herself and all other FedEx Express employees in California that allegedly received noncompliant paystubs. The court certified the class in June 2011. The court ruled that FedEx Express was liable to the State of California and was prepared to rule as to whether FedEx Express was liable to class members who could prove they were injured by the paystub deficiencies. The judge did not decide on the amount, if any, of liability to the State of California or to the class, but had wide discretion. Prior to any decision on the amount of liability, we reached an agreement to settle this matter for an immaterial amount in October 2011, subject to approval by the court. The court granted final approval of the settlement in July 2012.are convicted.

Other Matters. In August 2010, a third-party consultant who works with shipping customers to negotiate lower rates filed a lawsuit in federal district court in California against FedEx and UPSUnited Parcel Service, Inc. (“UPS”) alleging violations of U.S. antitrust law. This matter was dismissed in May 2011, but the court granted the plaintiff permission to file an amended complaint, which FedEx received in June 2011. In November 2011, the court granted our motion to dismiss this complaint, but again allowed the plaintiff to file an amended complaint. The plaintiff filed a new complaint in December 2011, and2011. On April 30, 2015, the matter remains pending beforecourt dismissed the court. case, finding that the plaintiff failed to provide certain evidence necessary to allow the case to proceed. The plaintiff filed a notice of appeal on May 26, 2015.

In February 2011, shortly after the initial lawsuit was filed, we received a demand for the production of information and documents in connection with a civil investigation by the U.S. Department of Justice (“DOJ”)DOJ into the policies and practices of FedEx and UPS for dealing with third-party consultants who work with shipping customers to negotiate lower rates. In November 2012, the DOJ served a civil investigative demand on the third-party consultant seeking all pleadings, depositions and documents produced in the lawsuit. We are cooperating with the investigation, do not believe that we have engaged in any anti-competitive activities and will vigorously defend ourselves in any action that may result from the investigation. While the litigation proceedings and the DOJ investigation are in an early stagemove forward, and the amount of loss, if any, is dependent on a number of factors that are not yet fully developed or resolved, we do not believe that a materialthe amount of any loss is reasonably possible.expected to be immaterial.

We haveOn June 30, 2014, we received requests for informationa Statement of Objections from the DOJFrench Competition Authority (“FCA”) addressed to FedEx Express France, formerly known as TATEX, regarding an investigation by the FCA into anticompetitive behavior that is alleged to have occurred primarily in the Northern Districtframework of Californiatrade association meetings that included the former general managers of TATEX prior to our acquisition of that company in connection with a criminal investigation relatingJuly 2012. In September 2014, FedEx Express France submitted its observations in response to the transportationStatement of packages for online pharmacies that may have shipped pharmaceuticalsObjections to the FCA. In April 2015, the FCA issued a report responding to the observations submitted by all companies involved in violation of federal law. We responded to grand jury subpoenas issued in June 2008 and August 2009 and to additional requests for information pursuant to those subpoenas, and we continue to respond and cooperate with the investigation. We do not believe that we have engagedsubmitted an answer to the FCA’s report in any illegal activities and will vigorously defend ourselves in any action that may result from the investigation. We cannot estimate the amount or range of loss, if any,early July. Loss in this matter as such analysis would depend on factsis probable, and law that are not yet fully developed or resolved.we established an accrual for the estimated probable loss. This amount was immaterial.

FedEx and its subsidiaries are subject to other legal proceedings that arise in the ordinary course of their business. In the opinion of management, the aggregate liability, if any, with respect to these other actions will not have a material adverse effect on our financial position, results of operations or cash flows.

NOTE 18:19: 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 19:20: SUMMARY OF QUARTERLY OPERATING RESULTS (UNAUDITED)

 

(in millions, except per share amounts)

  First
    Quarter    
   Second
    Quarter    
   Third
    Quarter    
   Fourth
    Quarter    
   First
  Quarter  
   Second
  Quarter  
   Third
  Quarter  
   Fourth
  Quarter  
 

2012(1)

        

2015(1)

        

Revenues

  $11,684   $11,939   $11,716   $12,114 

Operating income (loss)

   1,062    1,088    1,038    (1,321

Net income (loss)

   653    663    628    (895

Basic earnings (loss) per common share(2)

   2.29    2.34    2.21    (3.16

Diluted earnings (loss) per common share(2)

   2.26    2.31    2.18    (3.16

2014(1)

        

Revenues

  $        10,521   $        10,587   $        10,564   $        11,008   $11,024   $11,403   $11,301   $11,839 

Operating income

   737    780    813    856    891    923    737    1,264 

Net income

   464    497    521    550    548    559    437    780 

Basic earnings per common share(2)

   1.46    1.57    1.66    1.74    1.73    1.77    1.44    2.66 

Diluted earnings per common share

   1.46    1.57    1.65    1.73 

2011(3)

        

Revenues

  $9,457   $9,632   $9,663   $10,552 

Operating income

   628    469    393    888 

Net income

   380    283    231    558 

Basic earnings per common share(2)

   1.21    0.90    0.73    1.76 

Diluted earnings per common share

   1.20    0.89    0.73    1.75 

Diluted earnings per common share(2)

   1.72    1.75    1.42    2.62 

 

(1)

The fourth quarter of 20122015 includes ana $2.2 billion retirement plans mark-to-market loss, $276 million of impairment charge of $134 millionand related charges resulting from the decision to permanently retire 24and adjust the retirement schedule of certain aircraft and related engines at FedEx Express. The third quarter of 2012 includesExpress and a $197 million reserve increase due to the reversalsettlement of a $66 million legal reserve associatedmatter at FedEx Ground. In addition, the first, second and third quarters of 2015 and all quarters of 2014 have been recast to conform to the current year presentation reflecting the retirement plans accounting changes discussed further in Note 1 and Note 13 and that were included in our June 12, 2015,Form 8-K filing with the ATA Airlines lawsuit.Securities and Exchange Commission.

 

(2)

The sum of the quarterly earnings per share may not equal annual amounts due to differences in the weighted-average number of shares outstanding during the respective period.periods.

(3)

The second quarter of 2011 includes a $66 million legal reserve associated with the ATA Airlines lawsuit. Costs related to the combination of our FedEx Freight and FedEx National LTL operations in 2011 were $86 million in the second quarter and $43 million in the third quarter.

NOTE 20:21: CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

We are required to present condensed consolidating financial information in order for the subsidiary guarantors (other than FedEx Express) of our public debt to continue to be exempt from reporting under the Securities Exchange Act of 1934, as amended. FedEx Express, however, currently files reports under such act.

The guarantor subsidiaries, which are wholly owned by FedEx, guarantee $1$7.0 billion of our debt. The guarantees are full and unconditional and joint and several. Our guarantor subsidiaries were not determined using geographic, service line or other similar criteria, and as a result, the “Guarantor Subsidiaries” and “Non-guarantor Subsidiaries” columns each include portions of our domestic and international operations. Accordingly, this basis of presentation is not intended to present our financial condition, results of operations or cash flows for any purpose other than to comply with the specific requirements for subsidiary guarantor reporting.

- 133 -


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, 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         571    35        606 
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

 

Total current assets

  2,170   5,395   1,642   (151  9,056    2,427    6,130    2,514    (130  10,941 

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            686    1,563    (2,249    

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    2,752    898    477    (2,684  1,443 
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

 
 $            22,187  $27,827  $4,846  $(24,957 $29,903   $28,358   $32,745   $8,002   $(32,036 $37,069 
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

 

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    275        2,436 
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

 

Total current liabilities

  273   4,464   788   (151  5,374    643    4,205    1,239    (130  5,957 

LONG-TERM DEBT, LESS CURRENT PORTION

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

INTERCOMPANY PAYABLE

  1,847           (1,847       2,249              (2,249    

OTHER LONG-TERM LIABILITIES

              

Deferred income taxes

      3,649   5   (2,818  836         4,206    225    (2,684  1,747 

Other liabilities

  4,341   3,193   182       7,716    3,495    3,367    261        7,123 
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

 

Total other long-term liabilities

  4,341   6,842   187   (2,818  8,552    3,495    7,573    486    (2,684  8,870 

STOCKHOLDERS’ INVESTMENT

  14,726   16,271   3,871   (20,141  14,727    14,993    20,719    6,254    (26,973  14,993 
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

 
  $  28,358   $32,745   $8,002   $(32,036 $37,069 
 $22,187  $27,827  $4,846  $(24,957 $29,903   

 

   

 

   

 

   

 

  

 

 
 

 

  

 

  

 

  

 

  

 

 

- 134 -


CONDENSED CONSOLIDATING BALANCE SHEETS

May 31, 20112014

(As Adjusted)

 

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

ASSETS

          

CURRENT ASSETS

          

Cash and cash equivalents

 $1,589  $279  $546  $(86 $2,328  $1,756  $441  $861  $(150 $2,908 

Receivables, less allowances

      3,696   912   (27  4,581   2   4,338   1,151   (31  5,460 

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

  77   645   44       766   59   674   60       793 

Deferred income taxes

      598   12       610       501   21       522 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total current assets

  1,666   5,218   1,514   (113  8,285   1,817   5,954   2,093   (181  9,683 

PROPERTY AND EQUIPMENT, AT COST

  24   31,916   1,746       33,686   28   38,303   2,360       40,691 

Less accumulated depreciation and amortization

  18   17,071   1,054       18,143   22   19,899   1,220       21,141 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net property and equipment

  6   14,845   692       15,543   6   18,404   1,140       19,550 

INTERCOMPANY RECEIVABLE

          1,317   (1,317          2,366   1,320   (3,686    

GOODWILL

      1,564   762       2,326       1,552   1,238       2,790 

INVESTMENT IN SUBSIDIARIES

  15,404   2,705       (18,109      22,148   3,745       (25,893    

OTHER ASSETS

  1,652   1,039   63   (1,523  1,231   2,088   747   250   (2,038  1,047 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 $            18,728  $25,371  $4,348  $(21,062 $27,385  $    26,059  $32,768  $6,041  $(31,798 $33,070 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

LIABILITIES AND STOCKHOLDERS’ INVESTMENT

          

CURRENT LIABILITIES

          

Current portion of long-term debt

 $   $18  $   $   $18  $   $1  $   $   $1 

Accrued salaries and employee benefits

  50   1,071   147       1,268   55   1,042   180       1,277 

Accounts payable

      1,385   430   (113  1,702   2   1,530   620   (181  1,971 

Accrued expenses

  198   1,563   133       1,894   405   1,444   214       2,063 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total current liabilities

  248   4,037   710   (113  4,882   462   4,017   1,014   (181  5,312 

LONG-TERM DEBT, LESS CURRENT PORTION

  1,000   667           1,667   4,487   249           4,736 

INTERCOMPANY PAYABLE

  1,095   222       (1,317      3,686           (3,686    

OTHER LONG-TERM LIABILITIES

          

Deferred income taxes

      2,842   17   (1,523  1,336       4,059   93   (2,038  2,114 

Other liabilities

  1,165   3,001   114       4,280   2,147   3,230   254       5,631 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total other long-term liabilities

  1,165   5,843   131   (1,523  5,616   2,147   7,289   347   (2,038  7,745 

STOCKHOLDERS’ INVESTMENT

  15,220   14,602   3,507   (18,109  15,220   15,277   21,213   4,680   (25,893  15,277 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 $18,728  $25,371  $4,348  $(21,062 $27,385  $26,059  $32,768  $6,041  $(31,798 $33,070 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

- 135 -


CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Year Ended May 31, 20122015

 

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

REVENUES

  $   $    36,412  $    6,569   $(301 $42,680  $   $39,420  $8,414  $(381 $47,453 

OPERATING EXPENSES:

            

Salaries and employee benefits

   114   14,153   1,832        16,099   106    14,626    2,378        17,110 

Purchased transportation

       4,509   1,944    (118  6,335       5,802   2,878   (197  8,483 

Rentals and landing fees

   5   2,221   267    (6  2,487   5   2,322   360   (5  2,682 

Depreciation and amortization

   1   1,962   150        2,113   1   2,370   240       2,611 

Fuel

       4,877   79        4,956       3,632   88       3,720 

Maintenance and repairs

   1   1,882   97        1,980   1   1,949   149       2,099 

Impairment and other charges

       134            134       276           276 

Retirement plans mark-to-market adjustment

      2,075   115       2,190 

Intercompany charges, net

   (218  (323  541            (450  117    333          

Other

   97   4,482   988    (177  5,390   337   4,946   1,311   (179  6,415 
  

 

  

 

  

 

   

 

  

 

 
       33,897   5,898    (301  39,494  

 

  

 

  

 

  

 

  

 

 
  

 

  

 

  

 

   

 

  

 

       38,115   7,852   (381  45,586 
 

 

  

 

  

 

  

 

  

 

 

OPERATING INCOME

       2,515   671        3,186       1,305   562       1,867 

OTHER INCOME (EXPENSE):

            

Equity in earnings of subsidiaries

   2,032   395        (2,427      1,050   337       (1,387    

Interest, net

   (75  31   5        (39  (247  23   3       (221

Intercompany charges, net

   80   (102  22            253   (265  12         

Other, net

   (5  (10  9        (6  (6  (32  19       (19
  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

INCOME BEFORE INCOME TAXES

   2,032   2,829   707    (2,427  3,141         1,050   1,368   596   (1,387  1,627 

Provision for income taxes

       875   234        1,109       390   187       577 
  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

NET INCOME

  $            2,032  $1,954  $473   $(2,427 $2,032  $1,050  $978  $409  $(1,387 $1,050 
  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

COMPREHENSIVE INCOME

 $1,053  $929  $121  $(1,387 $716 
 

 

  

 

  

 

  

 

  

 

 

- 136 -


CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Year Ended May 31, 20112014

(As Adjusted)

 

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

REVENUES

  $   $    33,124  $    6,498  $(318 $39,304  $   $38,088  $7,820  $(341 $45,567 

OPERATING EXPENSES:

           

Salaries and employee benefits

   109   13,206   1,961       15,276   99    13,936    2,136        16,171 

Purchased transportation

       4,034   1,745   (105  5,674       5,374   2,796   (159  8,011 

Rentals and landing fees

   4   2,209   253   (4  2,462   5   2,282   340   (5  2,622 

Depreciation and amortization

   1   1,784   188       1,973   1   2,379   207       2,587 

Fuel

       4,003   148       4,151       4,460   97       4,557 

Maintenance and repairs

   1   1,862   116       1,979   1   1,734   127       1,862 

Impairment and other charges

       28   61       89 

Retirement plans mark-to-market adjustment

      13   2       15 

Intercompany charges, net

   (222  (317  539           (209  (125  334          

Other

   107   4,392   1,032   (209  5,322   103   4,823   1,178   (177  5,927 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
       31,201   6,043   (318  36,926       34,876   7,217   (341  41,752 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

OPERATING INCOME

       1,923   455       2,378       3,212   603       3,815 

OTHER INCOME (EXPENSE):

           

Equity in earnings of subsidiaries

   1,452   200       (1,652      2,324   412       (2,736    

Interest, net

   (88  13   (2      (77  (167  16   9       (142

Intercompany charges, net

   104   (135  31           172   (194  22         

Other, net

   (16  (14  (6      (36  (5  (14  4       (15
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

INCOME BEFORE INCOME TAXES

   1,452   1,987   478   (1,652  2,265         2,324   3,432   638   (2,736  3,658 

Provision for income taxes

       677   136       813       1,141   193       1,334 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

NET INCOME

  $            1,452  $1,310  $342  $(1,652 $1,452  $2,324  $2,291  $445  $(2,736 $2,324 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

COMPREHENSIVE INCOME

 $2,248  $2,294  $417  $(2,736 $2,223 
 

 

  

 

  

 

  

 

  

 

 

- 137 -


CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Year Ended May 31, 20102013

(As Adjusted)

 

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

REVENUES

  $   $    29,360  $    5,700  $(326 $34,734   $   $37,073  $7,543  $(329 $44,287 

OPERATING EXPENSES:

            

Salaries and employee benefits

   91   12,026   1,910       14,027    103    13,877    2,075        16,055 

Purchased transportation

       3,424   1,392   (88  4,728        4,839   2,574   (141  7,272 

Rentals and landing fees

   4   2,118   240   (3  2,359    5   2,198   324   (6  2,521 

Depreciation and amortization

   1   1,751   206       1,958    1   2,200   185       2,386 

Fuel

       2,946   160       3,106        4,650   96       4,746 

Maintenance and repairs

   1   1,589   125       1,715    1   1,791   117       1,909 

Impairment and other charges

           18       18 

Business realignment, impairment and other charges

   21   639           660 

Retirement plans mark-to-market adjustment

       (1,335  (33      (1,368

Intercompany charges, net

   (202  (109  311            (227  (329  556          

Other

   105   3,950   1,005   (235  4,825    96   4,565   1,193   (182  5,672 
  

 

  

 

  

 

  

 

  

 

 
       27,695   5,367   (326  32,736   

 

  

 

  

 

  

 

  

 

 
  

 

  

 

  

 

  

 

  

 

        33,095   7,087   (329  39,853 
  

 

  

 

  

 

  

 

  

 

 

OPERATING INCOME

       1,665   333       1,998        3,978   456       4,434 

OTHER INCOME (EXPENSE):

            

Equity in earnings of subsidiaries

   1,184   161       (1,345       2,716   245       (2,961    

Interest, net

   (100  41   (12      (71   (108  42   5       (61

Intercompany charges, net

   114   (147  33            113   (131  18         

Other, net

   (14  (18  (1      (33   (5  (20  (10      (35
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

INCOME BEFORE INCOME TAXES

   1,184   1,702   353   (1,345  1,894    2,716   4,114   469   (2,961  4,338 

Provision for income taxes

       625   85       710        1,416   206       1,622 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

NET INCOME

  $            1,184  $1,077  $268  $(1,345 $1,184   $2,716  $2,698  $263  $(2,961 $2,716 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

COMPREHENSIVE INCOME

  $2,644  $2,697  $314  $(2,961 $2,694 
  

 

  

 

  

 

  

 

  

 

 

- 138 -


CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended May 31, 20122015

 

  Parent Guarantor
Subsidiaries
 Non-guarantor
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 issuance

  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 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

- 139 -


CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended May 31, 20112014

 

  Parent Guarantor
Subsidiaries
 Non-guarantor
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 issuances

  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 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

- 140 -


CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended May 31, 20102013

 

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

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

  $(450 $    2,942  $        653  $(7 $3,138 

CASH PROVIDED BY OPERATING ACTIVITIES

 $247  $3,936  $486  $19  $4,688 

INVESTING ACTIVITIES

           

Capital expenditures

       (2,661  (155      (2,816  (3  (3,029  (343     (3,375

Business acquisitions, net of cash acquired

        (483     (483

Proceeds from asset dispositions and other

       38   (3      35      49   6      55 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

CASH USED IN INVESTING ACTIVITIES

       (2,623  (158      (2,781  (3  (2,980  (820     (3,803

FINANCING ACTIVITIES

           

Net transfers from (to) Parent

   531   (397  (134          141   (58  (83      

Payment on loan between subsidiaries

       72   (72             (385  385        

Intercompany dividends

       158   (158             21   (21      

Principal payments on debt

   (500  (153          (653     (417        (417

Proceeds from debt issuance

  1,739            1,739 

Proceeds from stock issuances

   94               94   280            280 

Excess tax benefit on the exercise of stock options

   25               25   23            23 

Dividends paid

   (138              (138  (177           (177

Purchase of treasury stock

  (246            (246

Other, net

   (20  (5  5       (20  (18  (119  119      (18
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

CASH USED IN FINANCING ACTIVITIES

   (8  (325  (359      (692

CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

  1,742   (958  400      1,184 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Effect of exchange rate changes on cash

       (8  3       (5     (10  15      5 

Net (decrease) increase in cash and cash equivalents

   (458  (14  139   (7  (340
 

 

  

 

  

 

  

 

  

 

 

Net increase (decrease) in cash and cash equivalents

  1,986   (12  81   19   2,074 

Cash and cash equivalents at beginning of period

   1,768   272   304   (52  2,292   1,906   417   636   (116  2,843 
  

 

  

 

  

 

  

 

  

 

 
 

 

  

 

  

 

  

 

  

 

 

Cash and cash equivalents at end of period

  $            1,310  $258  $443  $(59 $1,952  $    3,892  $405  $717  $(97 $4,917 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

- 141 -


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATES.While we currently have market risk sensitive instruments related to interest rates, we have no significant exposure to changing interest rates on our long-term debt because the interest rates are fixed on all of our long-term debt. As disclosed in Note 6 to the accompanying consolidated financial statements, we had outstanding fixed-rate, long-term debt (exclusive of capital leases) with estimated fair values of $2.0$7.4 billion at May 31, 20122015 and $1.9$5.0 billion at May 31, 2011.2014. Market risk for fixed-rate, long-term debt is estimated as the potential decrease in fair value resulting from a hypothetical 10% increase in interest rates and amounts to $30$208 million as of May 31, 20122015 and $36$165 million as of May 31, 2011.2014. The underlying fair values of our long-term debt were estimated based on quoted market prices or on the current rates offered for debt with similar terms and maturities.

We have interest rate risk with respect to our pension and postretirement benefit obligations. Changes in interest rates impact our liabilities associated with these benefit plans, as well as the amount of pension and postretirement benefit expense recognized. Declines in the value of plan assets could diminish the funded status of our pension plans and potentially increase our requirement to make contributions to the plans. Substantial investment losses on plan assets willwould also increase pension and postretirement benefit expense in the years following the losses.expense.

FOREIGN CURRENCY. While we are a global provider of transportation, e-commerce and business services, the substantial majority of our transactions are denominated in U.S. dollars. The principal foreign currency exchange rate risks to which we are exposed are in the British pound, Canadian dollar, Chinese yuan, euro, Hong Kong dollarBritish pound, Brazilian real, Mexican peso and Japanese yen.the Canadian dollar. Historically, our exposure to foreign currency fluctuations is more significant with respect to our revenues than our expenses, as a significant portion of our expenses are denominated in U.S. dollars, such as aircraft and fuel expenses. During 2012 and 2011,2015, foreign currency fluctuations positively impactedhad a moderately positive impact on operating income. The impact of foreign currency fluctuations was slightly negative in 2014. However, favorable foreign currency fluctuations also may have had an offsetting impact on the price we obtained or the demand for our services, which is not quantifiable. At May 31, 2012,2015, the result of a uniform 10% strengthening in the value of the dollar relative to the currencies in which our transactions are denominated would result in a decreasean increase in operating income of $75$36 million for 2013.2016. This theoretical calculation required under SEC guidelines assumes that each exchange rate would change in the same direction relative to the U.S. dollar. This calculationdollar, which is not indicative ofconsistent with our actual experience in foreign currency transactions. In addition to the direct effects of changes in exchange rates, fluctuations in exchange rates also affect the volume of sales or the foreign currency sales price as competitors’ services become more or less attractive. The sensitivity analysis of the effects of changes in foreign currency exchange rates does not factor in a potential change in sales levels or local currency prices.

COMMODITY. While we have market risk for changes in the price of jet and vehicle fuel, this risk is largely mitigated by our indexed fuel surcharges. For additional discussion of our indexed fuel surcharges, because our fuel surcharges are closely linked to market prices for fuel. Therefore, a hypothetical 10% change insee the price“Fuel” section of fuel would not be expected to materially affect our earnings.

However, our fuel surcharges have a timing lag (approximately six to eight weeks for FedEx Express“Management’s Discussion and FedEx Ground) before they are adjusted for changes in fuel prices. Our fuel surcharge index also allows fuel prices to fluctuate approximately 2% for FedEx ExpressAnalysis of Results of Operations and approximately 4% for FedEx Ground before an adjustment to the fuel surcharge occurs. Accordingly, our operating income in a specific period may be significantly affected should the spot price of fuel suddenly change by a substantial amount or change by amounts that do not result in an adjustment in our fuel surcharges.Financial Condition.”

OTHER. We do not purchase or hold any derivative financial instruments for trading purposes.

- 142 -


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, 2012.2015. This information should be read in conjunction with the Consolidated Financial Statements, MD&A and other financial data appearing elsewhere in this Annual Report.

 

  2015(1)(5)   2014(5)   2013(2)(5)   2012(3)(5) 2011(4)(5) 
  2012(1)   2011(2)   2010    2009(3)   2008(4)       (As Adjusted) 

Operating Results

                   

Revenues

  $    42,680     $    39,304     $    34,734     $    35,497     $    37,953     $  47,453    $  45,567    $  44,287    $  42,680   $  39,304  

Operating income

   3,186      2,378      1,998      747      2,075   

Income before income taxes

   3,141      2,265      1,894      677      2,016   

Net income

   2,032      1,452      1,184      98      1,125   

Operating income (loss)

   1,867     3,815     4,434     (399)   2,115  

Income (loss) before income taxes

   1,627     3,658     4,338     (444)   2,002  

Net income(loss)

   1,050     2,324     2,716     (220)   1,289  

Per Share Data

                   

Earnings per share:

          

Earnings (loss) per share:

         

Basic

  $6.44     $4.61     $3.78     $0.31     $3.64     $3.70    $7.56    $8.61    $(0.70 $4.09  

Diluted

  $6.41     $4.57     $3.76     $0.31     $3.60     $3.65    $7.48    $8.55    $(0.70)  $4.06  

Average shares of common stock outstanding

   315      315      312      311      309      283     307     315     315    315  

Average common and common equivalent shares outstanding

   317      317      314      312      312      287     310     317     317    317  

Cash dividends declared

  $0.52     $0.48     $0.44     $0.44     $0.30     $0.80    $0.60    $0.56    $0.52   $0.48  

Financial Position

                   

Property and equipment, net

  $17,248     $15,543     $14,385     $13,417     $13,478     $20,875    $19,550    $18,484    $17,248   $15,543  

Total assets

   29,903      27,385      24,902      24,244      25,633      37,069     33,070     33,567     29,903    27,385  

Long-term debt, less current portion

   1,250      1,667      1,668      1,930      1,506      7,249     4,736     2,739     1,250    1,667  

Common stockholders’ investment

   14,727      15,220      13,811      13,626      14,526      14,993     15,277     17,398     14,727    15,220  

Other Operating Data

                   

FedEx Express aircraft fleet

   660      688      667      654      677      647     650     647     660    688  

 

(1)

Results for 2015 include impairment and related charges of $276 million ($175 million, net of tax, or $0.61 per diluted share) resulting from the decision to permanently retire and adjust the retirement schedule of certain aircraft and related engines. See Note 1 to the accompanying consolidated financial statements. Additionally, results for 2015 include a charge of $197 million ($133 million, net of tax, or $0.46 per diluted share) in the fourth quarter to increase the legal reserve associated with the settlement of a legal matter at FedEx Ground to the amount of the settlement. See Note 18 to the accompanying consolidated financial statements.

(2)

Results for 2013 include $560 million ($353 million, net of tax, or $1.11 per diluted share) of business realignment costs and a $100 million ($63 million, net of tax, or $0.20 per diluted share) impairment charge resulting from the decision to retire 10 aircraft and related engines at FedEx Express. See Note 1 to the accompanying consolidated financial statements.

(3)

Results for 2012 include a $134 million ($84 million, net of tax, or $0.26 per diluted share) impairment charge resulting from the decision to retire 24 aircraft and related engines at FedEx Express and the reversal of a $66 million legal reserve associated with the ATA Airlines lawsuit which was initially recorded in the second quarter of 2011. See Notes 1 and 17 to the accompanying consolidated financial statements.

 

- 143 -


(2)(4)

Results for 2011 include charges of approximately $199 million ($104 million, net of tax and applicable variable incentive compensation impacts, or $0.33 per diluted share) for the combination of our FedEx Freight and FedEx National LTL operations and a $66 million reserve associated with a legal matter at FedEx Express. See Notes 1 and 17 to the accompanying consolidated financial statements.

 

(3)(5)

Results for 2009 include a chargemark-to-market losses of $1.2$2.2 billion ($1.11.4 billion, net of tax, or $3.45$4.81 per diluted share) primarily for impairment charges associated with goodwillin 2015 and aircraft. Additionally, common stockholders’ investment includes an other comprehensive income charge of $1.2 billion, net of tax, for the funded status of our retirement plans at May 31, 2009.

(4)

Results for 2008 include a charge of $891$15 million ($6969 million, net of tax, or $2.23$0.03 per diluted share) recorded duringin 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 and $555 million ($344 million, net of tax, or $1.09 per diluted share) in 2011 from actuarial adjustments to pension and postretirement healthcare plans related to the fourth quarter, predominantly for impairment charges associated with intangiblemeasurement of plan assets fromand liabilities. See Note 1 and Note 13 of the FedEx Office acquisition. Additionally, results for 2008 include several 2007 acquisitions.accompanying consolidated financial statements.

- 144 -


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, 20122015 and 2011,2014, and for each of the three years in the period ended May 31, 2012,2015, and have issued our report thereon dated July 16, 201214, 2015 (included elsewhere in this Annual Report on Form 10-K). Our audits also included the financial statement schedule listed in Item 15(a) in this Annual Report on Form 10-K. This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on this schedule based on our audits.

In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

/s/ Ernst & Young LLP

Memphis, Tennessee

July 16, 201214, 2015

- 145 -


SCHEDULE II

FEDEX CORPORATION

VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED MAY 31, 2012, 2011,2015, 2014, AND 20102013

(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

     

2012

 $97  $160  $   $163(a)  $94 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

2011

  93   152       148(a)   97 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

2010

  114   124       145(a)   93 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Allowance for Revenue Adjustments

     

2012

 $85  $   $570(b)  $571(c)  $84 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

2011

  73       532(b)   520(c)   85 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

2010

  82       430(b)   439(c)   73 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Inventory Valuation Allowance:

     

2012

 $169  $15  $   $   $184 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

2011

  170   13       14    169 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

2010

  175   12       17    170 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
       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

        

2015

  $81   $145   $  $140(a)  $86 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

2014

   94    130       143(a)   81 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

2013

   94    167       167(a)   94 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Allowance for Revenue Adjustments

        

2015

  $83   $   $740(b)  $724(c)  $99 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

2014

   82        626(b)   625(c)   83 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

2013

   84        573(b)   575(c)   82 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Inventory Valuation Allowance:

        

2015

  $212   $23   $  $28  $207 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

2014

   205    20       13   212 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

2013

   184    24       3   205 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

 

(a)

Uncollectible accounts written off, net of recoveries.

 

(b)

Principally charged against revenue.

 

(c)

Service failures, rebills and other.

- 146 -


FEDEX CORPORATION

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(UNAUDITED)

(IN MILLIONS, EXCEPT RATIOS)

 

 Year Ended May 31,   Year Ended May 31, 
 2012 2011 2010 2009 2008   2015   2014   2013   2012(1)   2011 
      (As Adjusted) 

Earnings:

     

Income before income taxes

 $        3,141  $        2,265  $        1,894  $677  $2,016 

Earnings (loss):

          

Income (loss) before income taxes

  $  1,627   $  3,658   $  4,338   $  (444  $  2,002 

Add back:

               

Interest expense, net of capitalized interest

  52   86   79   85   98    235    160    82    52    86 

Amortization of debt issuance costs

  5   16   14   5   5    5    4    5    5    16 

Portion of rent expense representative of interest factor

  797   852   806   795   784    908    876    864    797    852 
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

   

 

 

Earnings as adjusted

 $3,995  $3,219  $2,793  $        1,562  $        2,903   $2,775   $4,698   $5,289   $410   $2,956 
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

   

 

 

Fixed Charges:

               

Interest expense, net of capitalized interest

 $52  $86  $79  $85  $98   $235   $160   $82   $52   $86 

Capitalized interest

  85   71   80   71   50    37    29    45    85    71 

Amortization of debt issuance costs

  5   16   14   5   5    5    4    5    5    16 

Portion of rent expense representative of interest factor

  797   852   806   795   784    908    876    864    797    852 
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

   

 

 
 $939  $1,025  $979  $956  $937   $1,185   $1,069   $996   $939   $1,025 
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

   

 

 

Ratio of Earnings to Fixed Charges

  4.3   3.1   2.9   1.6   3.1    2.3    4.4    5.3         2.9 
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

   

 

 

(1)

Earnings for 2012 were inadequate to cover fixed charges. Additional earnings of $529 million would have been necessary to bring the ratio for this period to 1.0.

- 147 -


EXHIBIT INDEX

 

Exhibit

    Number    

 

Description of Exhibit

 Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
     2.1Merger Protocol, dated as of April 6, 2015, between FedEx and TNT Express N.V. (Filed as Exhibit 2.1 to FedEx’s Current Report on Form 8-K dated April 6, 2015 and filed April 9, 2015, and incorporated herein by reference.)
     2.2Irrevocable Undertaking, dated as of April 6, 2015, between FedEx and PostNL N.V. (Filed as Exhibit 2.2 to FedEx’s Current Report on Form 8-K dated April 6, 2015 and filed April 9, 2015, and incorporated herein by reference.)
Certificate of Incorporation and Bylaws

3.1

 Third Amended and Restated Certificate of Incorporation of FedEx. (Filed as Exhibit 3.1 to FedEx’s Current Report on Form 8-K dated September 26, 2011 and filed September 28, 2011, and incorporated herein by reference.)

3.2

 Amended and Restated Bylaws of FedEx. (Filed as Exhibit 3.33.1 to FedEx’s Current Report on Form 8-K dated September 26, 2011March 9, 2015 and filed March 10, 2015, and incorporated herein by reference.)
Long-Term Debt Instruments
     4.1Indenture, dated as of August 8, 2006, between FedEx, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A. (formerly, The Bank of New York Trust Company, N.A.), as trustee. (Filed as Exhibit 4.3 to FedEx’s Registration Statement on Form S-3 filed on September 28, 2011,19, 2012, and incorporated herein by reference.)
     4.2Supplemental Indenture No. 2, dated as of January 16, 2009, between FedEx, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. (Filed as Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated January 13, 2009 and filed January 16, 2009, and incorporated herein by reference.)
     4.3Form of 8.000% Note due 2019. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated January 13, 2009 and filed January 16, 2009, and incorporated herein by reference.)
     4.4Supplemental Indenture No. 3, dated as of July 27, 2012, between FedEx, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. (Filed as Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated July 24, 2012 and filed July 30, 2012, and incorporated herein by reference.)
     4.5Form of 2.625% Note due 2022. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated July 24, 2012 and filed July 30, 2012, and incorporated herein by reference.)
     4.6Form of 3.875% Note due 2042. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated July 24, 2012 and filed July 30, 2012, and incorporated herein by reference.)

-E-1-


     4.7Supplemental Indenture No. 4, dated as of April 11, 2013, between FedEx, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. (Filed as Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed April 11, 2013, and incorporated herein by reference.)
     4.8Form of 2.70% Note due 2023. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed April 11, 2013, and incorporated herein by reference.)
     4.9Form of 4.10% Note due 2043. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed April 11, 2013, and incorporated herein by reference.)
     4.10Supplemental Indenture No. 5, dated as of January 9, 2014, between FedEx, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. (Filed as Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2014, and incorporated herein by reference.)
     4.11Form of 4.000% Note due 2024. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2014, and incorporated herein by reference.)
     4.12Form of 4.900% Note due 2034. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2014, and incorporated herein by reference.)
     4.13Form of 5.100% Note due 2044. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2014, and incorporated herein by reference.)
     4.14Supplemental Indenture No. 6, dated as of January 9, 2015, between FedEx, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. (Filed as Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2015, and incorporated herein by reference.)
     4.15Form of 2.300% Note due 2020. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2015, and incorporated herein by reference.)
     4.16Form of 3.200% Note due 2025. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2015, and incorporated herein by reference.)
     4.17Form of 3.900% Note due 2035. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2015, and incorporated herein by reference.)
     4.18Form of 4.100% Note due 2045. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2015, and incorporated herein by reference.)
     4.19Form of 4.500% Note due 2065. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2015, and incorporated herein by reference.)
  Facility Lease Agreements

10.1

  Composite Lease Agreement dated May 21, 2007 (but effective as of January 1, 2007) between the Memphis-Shelby County Airport Authority (the “Authority”) and FedEx Express.Express (the “Composite Lease Agreement”). (Filed as Exhibit 10.1 to FedEx’s FY07 Annual Report on Form 10-K, and incorporated herein by reference.)

-E-2-


10.2

  First Amendment dated December 29, 2009 (but effective as of September 1, 2008) to the Composite Lease Agreement dated May 21, 2007 (but effective as of January 1, 2007) between the Authority and FedEx Express.Agreement. (Filed as Exhibit 10.1 to FedEx’s FY10 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)

10.3

  Second Amendment dated March 30, 2010 (but effective as of June 1, 2009) and Third Amendment dated April 27, 2010 (but effective as of July 1, 2009), each amending the Composite Lease Agreement dated May 21, 2007 (but effective as of January 1, 2007) between the Authority and FedEx Express.Agreement. (Filed as Exhibit 10.3 to FedEx’s FY10 Annual Report on Form 10-K, and incorporated herein by reference.)

10.4

  Fourth Amendment dated December 22, 2011 (but effective as of December 15, 2011) to the Composite Lease Agreement dated May 21, 2007 (but effective as of January 1, 2007) between the Authority and FedEx Express.Agreement. (Filed as Exhibit 10.4 to FedEx’s FY12 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)

10.5

  Special Facility Lease AgreementFifth Amendment dated December 19, 2012 (but effective as of AugustJanuary 1, 1979 between2013) to the Authority and FedEx Express.Composite Lease Agreement. (Filed as Exhibit 10.15 to FedEx Express’s FY90 Annual Report on Form 10-K, and incorporated herein by reference.)

10.6

First 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.)

10.7

Second 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.)

10.8

Third 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.)

Exhibit

      Number      

Description of Exhibit

10.9

Fourth Special Facility Supplemental Lease Agreement dated as of July 1, 1992 between the Authority and FedEx Express. (Filed as Exhibit 10.20 to FedEx Express’s FY92 Annual Report on Form 10-K, and incorporated herein by reference.)

10.10

Fifth 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.)

10.11

Sixth 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.)

10.12

Seventh 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 FirstFY13 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)

10.13

    10.6
  Special Facility Lease AgreementSixth Amendment dated September 19, 2013 (but effective as of July 1, 1993 between2014) to the Authority and FedEx Express.Composite Lease Agreement. (Filed as Exhibit 10.29 to FedEx Express’s FY93 Annual Report on Form 10-K, and incorporated herein by reference.)

10.14

Special 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.)

10.15

First Amendment dated December 29, 2009 (but effective as of September 1, 2008) to the Special Facility Ground Lease Agreement dated as of July 1, 1993 between the Authority and FedEx Express. (Filed as Exhibit 10.210.5 to FedEx’s FY10 ThirdFY14 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
  Aircraft-Related Agreements

10.16

    10.7
  Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Express (the “Boeing 777 Freighter Purchase Agreement”). Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.amended (the “Exchange Act”). (Filed as Exhibit 10.1 to FedEx’s FY07 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)

10.17

    10.8
  Supplemental Agreement No. 1 dated as of June 16, 2008 to the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. (Filed as Exhibit 10.13 to FedEx’s FY08 Annual Report on Form 10-K, and incorporated herein by reference.)

10.18

    10.9
  Supplemental Agreement No. 2 dated as of July 14, 2008 to the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. (Filed as Exhibit 10.3 to FedEx’s FY09 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)

10.19

    10.10
  Supplemental Agreement No. 3 dated as of December 15, 2008 (and related side letters) to the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.4 to FedEx’s FY09 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)

Exhibit

      Number      

Description of Exhibit

10.20

    10.11
  Supplemental Agreement No. 4 dated as of January 9, 2009 (and related side letters) to the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.1 to FedEx’s FY09 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)

-E-3-


10.21

    10.12
  Side letters dated May 29, 2009 and May 19, 2009, amending the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.17 to FedEx’s FY09 Annual Report on Form 10-K, and incorporated herein by reference.)

10.22

    10.13
  Supplemental Agreement No. 5 dated as of January 11, 2010 to the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.3 to FedEx’s FY10 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)

10.23

    10.14
  Supplemental Agreement No. 6 dated as of March 17, 2010, Supplemental Agreement No. 7 dated as of March 17, 2010, and Supplemental Agreement No. 8 (and related side letters) dated as of April 30, 2010, each amending the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.22 to FedEx’s FY10 Annual Report on Form 10-K, and incorporated herein by reference).reference.)

10.24

    10.15
  Supplemental Agreement No. 9 dated as of June 18, 2010, Supplemental Agreement No. 10 dated as of June 18, 2010, Supplemental Agreement No. 11 (and related side letter) dated as of August 19, 2010, and Supplemental Agreement No. 13 (and related side letter) dated as of August 27, 2010, each amending the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.1 to FedEx’s FY11 First Quarter Report on Form 10-Q, and incorporated herein by reference.)

10.25

    10.16
  Supplemental Agreement No. 12 (and related side letter) dated as of September 3, 2010, Supplemental Agreement No. 14 (and related side letter) dated as of October 25, 2010, and Supplemental Agreement No. 15 (and related side letter) dated as of October 29, 2010, each amending the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.Act. (Filed as Exhibit 10.2 to FedEx’s FY11 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)

Exhibit

      Number      

Description of Exhibit

10.26

    10.17
  Supplemental Agreement No. 16 (and related side letters) dated as of January 31, 2011, and Supplemental Agreement No. 17 dated as of February 14, 2011, each amending the Boeing 777 Freighter Purchase Agreement. 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 FY11 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.18Supplemental Agreement No. 18 (and related side letter) dated as of March 30, 2011 to 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 10.26 to FedEx’s FY11 Annual Report on Form 10-K, and incorporated herein by reference.)

-E-4-


    10.19Supplemental Agreement No. 19 (and related side letter) dated as of October 27, 2011, 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 FY12 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.20Supplemental Agreement No. 20 (and related side letters) dated as of December 14, 2011, 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 FY12 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.21Supplemental Agreement No. 21 dated as of June 29, 2012, amending the Boeing 777 Freighter Purchase Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.2 to FedEx’s FY13 First Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.22Supplemental Agreement No. 22 (and related side letters) dated as of December 11, 2012, amending the Boeing 777 Freighter Purchase Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.2 to FedEx’s FY13 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.23Supplemental Agreement No. 23 (and related side letters) dated as of December 10, 2013, amending the Boeing 777 Freighter Purchase Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.4 to FedEx’s FY14 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.24Boeing 767-3S2 Freighter Purchase Agreement dated as of November 7, 2006December 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 Exchange Act. (Filed as Exhibit 10.1 to FedEx’s FY12 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.25Supplemental Agreement No. 1 (and related side letters) dated as of June 29, 2012, 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 10.1 to FedEx’s FY13 First Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.26Supplemental Agreement No. 2 dated as of October 8, 2012, 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 FY13 Second Quarter Report onForm 10-Q, and incorporated herein by reference.)

-E-5-


    10.27Supplemental Agreement No. 3 (and related side letters) dated as of December 11, 2012, amending the Boeing767-3S2 Freighter Purchase Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.1 to FedEx’s FY13 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.28Supplemental Agreement No. 4 (and related side letter) dated as of December 10, 2013, amending the Boeing767-3S2 Freighter Purchase Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.3 to FedEx’s FY14 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.29Supplemental Agreement No. 5 (and related side letters) dated as of September 29, 2014, amending the Boeing767-3S2 Freighter Purchase Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.2 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.30Letter Agreement dated as of January 22, 2015, amending the Boeing 767-3S2 Freighter Purchase Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.5 to FedEx’s FY15 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
U.S. Postal Service Agreements
    10.31Transportation Agreement dated April 23, 2013 between the USPS and FedEx Express (the “USPS Transportation Agreement”). Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.52 to FedEx Corporation’s FY13 Annual Report on Form 10-K, and incorporated herein by reference.)
    10.32Amendment dated May 28, 2013, amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.53 to FedEx’s FY13 Annual Report on Form 10-K, and incorporated herein by reference.)
    10.33Amendment dated June 24, 2013, amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.1 to FedEx’s FY14 First Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.34Amendment dated October 10, 2013 (but effective as of September 30, 2013), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.1 to FedEx’s FY14 Second Quarter Report onForm 10-Q/A (Amendment No. 1), and incorporated herein by reference.)
    10.35Amendment dated October 15, 2013 (but effective as of October 10, 2013), amending the USPS Transportation Agreement. (Filed as Exhibit 10.2 to FedEx’s FY14 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)

-E-6-


    10.36Amendment dated November 7, 2013 (but effective as of October 1, 2013), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.3 to FedEx’s FY14 Second Quarter Report onForm 10-Q/A (Amendment No. 1), and incorporated herein by reference.)
    10.37Amendment dated November 7, 2013 (but effective as of December 15, 2013), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.4 to FedEx’s FY14 Second Quarter Report onForm 10-Q/A (Amendment No. 1), and incorporated herein by reference.)
    10.38Amendment dated December 16, 2013 (but effective as of November 4, 2013), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.1 to FedEx’s FY14 Third Quarter Report onForm 10-Q, and incorporated herein by reference.)
    10.39Amendment dated December 16, 2013 (but effective as of December 2, 2013), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.2 to FedEx’s FY14 Third Quarter Report on Form10-Q, and incorporated herein by reference.)
    10.40Amendment dated March 27, 2014 (but effective as of January 6, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.38 to FedEx’s FY14 Annual Report onForm 10-K, and incorporated herein by reference.)
    10.41Amendment dated March 27, 2014 (but effective as of February 3, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.39 to FedEx’s FY14 Annual Report on Form 10-K, and incorporated herein by reference.)
    10.42Amendment dated March 27, 2014 (but effective as of March 3, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.40 to FedEx’s FY14 Annual Report on Form 10-K, and incorporated herein by reference.)
    10.43Amendment dated April 16, 2014 (but effective as of March 31, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.41 to FedEx’s FY14 Annual Report on Form 10-K, and incorporated herein by reference.)

-E-7-


    10.44Amendment dated May 27, 2014 (but effective as of April 28, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act. (Filed as Exhibit 10.42 to FedEx’s FY14 Annual Report on Form 10-K, and incorporated herein by reference.)
    10.45Amendment dated May 27, 2014 (but effective as of May 14, 2014), amending the USPS Transportation Agreement. (Filed as Exhibit 10.43 to FedEx’s FY14 Annual Report on Form 10-K, and incorporated herein by reference.)
    10.46Amendment dated June 25, 2014 (but effective as of June 2, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.1 to FedEx’s FY11 ThirdFY15 First Quarter Report on Form 10-Q, and incorporated herein by reference.)

10.27

    10.47
  Supplemental Agreement No. 18 (and related side letter)Amendment dated June 25, 2014 (but effective 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. 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 10.26 to FedEx’s FY11 Annual Report on Form 10-K, and incorporated herein by reference.)

10.28

Supplemental Agreement No. 19 (and related side letter) dated as of October 27, 2011,June 2, 2014), amending the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express.USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.2 to FedEx’s FY12FY15 First Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.48Amendment dated September 9, 2014 (but effective as of June 27, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.3 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)

10.29

    10.49
  Supplemental Agreement No. 20 (and related side letters)Amendment dated September 9, 2014 (but effective as of September 30, 2013), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.4 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.50Amendment dated September 9, 2014 (but effective as of June 27, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.5 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.51Amendment dated September 24, 2014 (but effective as of June 30, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.6 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.52Amendment dated September 30, 2014 (but effective as of July 28, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.7 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)

-E-8-


    10.53Amendment dated October 1, 2014 (but effective as of September 1, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.8 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.54Amendment dated September 30, 2014 (but effective as of September 29, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.9 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.55Amendment 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 Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.10 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.56Amendment dated November 4, 2014 (but effective as of December 14, 2011,1, 2013), amending the Boeing 777 Freighter Purchase AgreementUSPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.11 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.57Amendment dated December 23, 2014 (but effective as of October 27, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.1 to FedEx’s FY15 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
    10.58Amendment dated December 10, 2014 (but effective as of November 7, 2006 between The Boeing Company and FedEx Express.24, 2014), amending the USPS Transportation Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.2 to FedEx’s FY12FY15 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)

10.30

    10.59
  Boeing 767-3S2 Freighter Purchase AgreementAmendment dated December 23, 2014 (but effective as of December 14, 2011 between The Boeing Company and FedEx Express.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 Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.110.3 to FedEx’s FY12FY15 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
U.S. Postal Service Agreement

10.31

Transportation Agreement dated July 31, 2006 between the United States Postal Service and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.2 to FedEx’s FY07 First Quarter Report on Form 10-Q, and incorporated herein by reference.)

10.32

    10.60
  Amendment dated November 30, 2006 to the Transportation Agreement dated July 31, 2006 between the United States Postal Service and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange ActFebruary 19, 2015 (but effective as of 1934, as amended. (Filed as Exhibit 10.2 to FedEx’s FY07 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)

Exhibit

      Number      

Description of Exhibit

10.33

Letter Agreement dated March 8, 2007 and Letter Agreement dated May 14, 2007, eachDecember 1, 2014), amending the USPS Transportation Agreement dated July 31, 2006 between the United States Postal Service 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 10.15 to FedEx’s FY07 Annual Report on Form 10-K, and incorporated herein by reference.)

10.34

Amendment dated June 20, 2007 and Amendment dated July 31, 2007, each amending the Transportation Agreement dated July 31, 2006 between the United States Postal Service and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.1 to FedEx’s FY08 First Quarter Report on Form 10-Q, and incorporated herein by reference.)

10.35

Amendment dated December 4, 2007 to the Transportation Agreement dated July 31, 2006 between the United States Postal Service and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.1 to FedEx’s FY08 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)

10.36

Letter Agreement dated October 23, 2008 and Amendment dated October 23, 2008, each amending the Transportation Agreement dated July 31, 2006 between the United States Postal Service and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.1 to FedEx’s FY09 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)

10.37

Letter Agreement dated March 4, 2009, amending the Transportation Agreement dated July 31, 2006 between the United States Postal Service and FedEx Express. (Filed as Exhibit 10.24 to FedEx’s FY09 Annual Report on Form 10-K, and incorporated herein by reference.)

10.38

Letter Agreement dated September 29, 2009, amending the Transportation Agreement dated July 31, 2006 between the United States Postal Service and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.1 to FedEx’s FY10 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)

10.39

Amendment dated December 8, 2009 to the Transportation Agreement dated July 31, 2006 between the United States Postal Service and FedEx Express.Agreement. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.4 to FedEx’s FY10FY15 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)

10.40

Letter Agreement dated August 30, 2010, amending the Transportation Agreement dated July 31, 2006 between the United States Postal Service and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.2 to FedEx’s FY11 First Quarter Report on Form 10-Q, and incorporated herein by reference.)

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Exhibit

      Number      

Description of Exhibit

10.41

Amendment dated November 22, 2010 to the Transportation Agreement dated July 31, 2006 between the United States Postal Service and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.3 to FedEx’s FY11 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)

10.42

Letter Agreement dated September 9, 2011, amending the Transportation Agreement dated July 31, 2006 between the United States Postal Service 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.)

10.43

Amendment dated December 5, 2011 to the Transportation Agreement dated July 31, 2006 between the United States Postal Service and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.3 to FedEx’s FY12 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
  Financing Agreement

10.44

    10.61
  Five-Year Credit Agreement dated as of April 26, 2011, among FedEx, JPMorgan Chase Bank, N.A., individually and as administrative agent, and certain lenders. (Filed as Exhibit 99.1 to FedEx’s Current Report on Form 8-K dated April 26, 2011 and filed April 29, 2011, and incorporated herein by reference.)
    10.62  First Amendment dated March 1, 2013 amending the Five-Year Credit Agreement dated April 26, 2011, among 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 FedExJPMorgan Chase Bank, N.A., individually and its subsidiariesas administrative agent, and certain lenders. (Filed as Exhibit 10.6 to FedEx’s FY13 Third Quarter Report on a consolidated basis. Copies of such instruments will be furnished to the SecuritiesForm 10-Q, and Exchange Commission upon request.incorporated herein by reference.)
  Management Contracts/Compensatory Plans or Arrangements

10.45

    10.63
  1993 Stock Incentive Plan and Form of Stock Option Agreement pursuant to 1993 Stock Incentive Plan, as amended. (The 1993 Stock Incentive Plan was filed as Exhibit A to FedEx Express’s FY93 Definitive Proxy Statement, Commission File No. 1-7806, and is incorporated herein by reference, and the form of stock option agreement was filed as Exhibit 10.61 to FedEx Express’s FY94 Annual Report on Form 10-K, and is incorporated herein by reference.)

10.46

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.)

10.47

1995 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.)

10.48

Amendment 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.)

Exhibit

      Number      

Description of Exhibit

10.49

1997 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.)

10.50

    10.64
  Amendment to the 1997 Stock Incentive Plan. (Filed as Exhibit A to FedEx’s FY98 Definitive Proxy Statement, and incorporated herein by reference.)

10.51

    10.65
  FedEx 1999 Stock Incentive Plan and Form of Stock Option Agreement pursuant to the 1999 Stock Incentive Plan. (The 1999 Stock Incentive Plan was filed as Exhibit 4.3 to FedEx’s Registration Statement No. 333-34934 on Form S-8, and is incorporated herein by reference, and the form of stock option agreement was filed as Exhibit 4.4 to FedEx’s Registration Statement No. 333-34934 on Form S-8, and is incorporated herein by reference.)

10.52

    10.66
  FedEx 2002 Stock Incentive Plan and Form of Stock Option Agreement pursuant to the 2002 Stock Incentive Plan. (The 2002 Stock Incentive Plan was filed as Exhibit 4.3 to FedEx’s Registration Statement No. 333-100572 on Form S-8, and is incorporated herein by reference, and the form of stock option agreement was filed as Exhibit 4.4 to FedEx’s Registration Statement No. 333-100572 on Form S-8, and is incorporated herein by reference.)

10.53

2001 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.)

10.54

    10.67
  Amendment to 2001 Restricted Stock Plan. (Filed as Exhibit 10.67 to FedEx’s FY02 Annual Report on Form 10-K, and incorporated herein by reference.)

10.55

Amendment 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.)

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10.56

    10.68
  FedEx Corporation Incentive Stock Plan, as amended; Amendment to FedEx Corporationthe Incentive Stock Plan, as amended, and the 1997, 1999 and 2002 Stock Incentive Plans; Form of Terms and Conditions of stock option grant pursuant to FedEx Corporationthe Incentive Stock Plan, as amended; and Form of Restricted Stock Agreement pursuant to FedEx Corporationthe Incentive Stock Plan, as amended. (The FedEx Corporation Incentive Stock Plan, as amended, was filed as Exhibit 4.1 to FedEx’s Registration Statement No. 333-156333 on Form S-8, and is incorporated herein by reference; the Amendment to FedEx Corporationthe Incentive Stock Plan, as amended, and the 1997, 1999 and 2002 Stock Incentive Plans was filed as Exhibit 4.2 to FedEx’s Registration Statement No.333-156333 on Form S-8, and is incorporated herein by reference; the Form of Terms and Conditions of stock option grant pursuant to FedEx Corporationthe Incentive Stock Plan, as amended, was filed as Exhibit 4.3 to FedEx’s Registration Statement No. 333-156333 on Form S-8, and is incorporated herein by reference; and the Form of Restricted Stock Agreement pursuant to FedEx Corporation Incentive Stock Plan, as amended, was filed as Exhibit 4.4 to FedEx’s Registration StatementNo. 333-156333 onForm S-8, and is incorporated herein by reference.)

Exhibit

      Number      

Description of Exhibit

10.57

    10.69
  FedEx Corporation Incentive Stock Plan 2005 Inland Revenue Approved Sub-Plan for the United Kingdom and Form of Share Option Agreement pursuant to the FedEx Corporation Incentive Stock Plan 2005 Inland Revenue Approved Sub-Plan for the United Kingdom. (The United Kingdom Sub-Plan was filed as Exhibit 4.2 to FedEx’s Registration StatementNo. 333-130619 on Form S-8, and is incorporated herein by reference, and the form of share option agreement pursuant to the UKUnited Kingdom Sub-Plan was filed as Exhibit 4.3 to FedEx’s Registration StatementNo. 333-130619 on Form S-8, and is incorporated herein by reference.)

10.58

    10.70
  Amendments to the 1993, 1995, 1997, 1999 and 2002 Stock Incentive Plans, as amended, the 2001 Restricted Stock Plan, as amended, and FedEx Corporationthe Incentive Stock Plan, as amended. (Filed as Exhibit 10.48 to FedEx’s FY10 Annual Report on Form 10-K, and incorporated herein by reference.)

10.59

    10.71
  Amendments to the 1993, 1995, 1997, 1999 and 2002 Stock Incentive Plans, the 2001 Restricted Stock Plan and FedEx Corporationthe Incentive Stock Plan. (Filed as Exhibit 10.2 to FedEx’s FY11 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)

10.60

    10.72
  FedEx Corporation2010 Omnibus Stock Incentive Plan, as amended (the “2010 Omnibus Stock Incentive Plan”); Form of Terms and Conditions of stock option grant pursuant to the 2010 Omnibus Stock Incentive Plan; Form of Terms and Conditions of restricted stock option grant pursuant to FedEx Corporationthe 2010 Omnibus Stock Incentive Plan; and Form of Terms and Conditions of restricted stock grantRestricted Stock Agreement pursuant to FedEx Corporationthe 2010 Omnibus Stock Incentive Plan. (The FedEx Corporation 2010 Omnibus Stock Incentive Plan was filed as Exhibit 4.3 to FedEx’s Registration Statement No. 333-192957 on Form S-8, and is incorporated herein by reference; the Form of Terms and Conditions of stock option grant was filed as Exhibit 4.4 to FedEx’s Registration Statement No. 333-171232 on Form S-8, and is incorporated herein by reference; the Form of Terms and Conditions of stock option grant pursuant to FedEx Corporation 2010 Omnibus Stock Incentive Plan was filed as Exhibit 4.4 to FedEx’s Registration Statement No. 333-171232 on Form S-8, and is incorporated herein by reference; and the Form of Terms and Conditions of restricted stock grant pursuant to FedEx Corporationthe 2010 Omnibus Stock Incentive Plan was filed as Exhibit 4.5 to FedEx’s Registration Statement No. 333-171232 on Form S-8, and is incorporated herein by reference; and the Form of Restricted Stock Agreement was filed as Exhibit 4.5 to FedEx’s Registration StatementNo. 333-192957 onForm S-8, and is incorporated herein by reference.)

10.61

    10.73
  Amended and Restated FedEx Corporation Retirement Parity Pension Plan. (Filed as Exhibit 10.35 to FedEx’s FY08 Annual Report on Form 10-K, and incorporated herein by reference.)

10.62

    10.74
  FedEx Express Supplemental Long Term Disability Plan and Amendment to the Plan. (Filed as Exhibit 10.56 to FedEx’s FY11 Annual Report on Form 10-K, and incorporated herein by reference.)

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*10.63

  *10.75
 Compensation Arrangements with Named Executive Officers.

10.64

    10.76
 Compensation Arrangements with Outside Directors. (Filed as Exhibit 10.199.1 to FedEx’s FY12 Second QuarterCurrent Report onForm 10-Q,8-K dated and filed September 29, 2014, and incorporated herein by reference.)

10.65

    10.77
 FedEx’s Amended and Restated Retirement Plan for Outside Directors. (Filed as Exhibit 10.2 to FedEx’s FY09 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)

10.66

    10.78
 Form of revised Management Retention Agreement dated March 18, 2010, entered into between FedEx and each of Frederick W. Smith, David J. Bronczek, Robert B. Carter, Michael L. Ducker, T. Michael Glenn, Alan B. Graf, Jr., WilliamHenry J. Logue, David F. RebholzMaier and Christine P. Richards. (Filed as Exhibit 10.5 to FedEx’s FY10 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)

Exhibit

      Number      

Description of Exhibit

 Other Exhibits

  *12

 Statement re Computation of Ratio of Earnings to Fixed Charges (presented on page 127147 of this Annual Report on Form 10-K).

  *18

Letter on Change in Accounting Principles.
  *21

 Subsidiaries of Registrant.

  *23

 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

  *24

 Powers of Attorney.

  *31.1

 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  *31.2

 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  *32.1

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  *32.2

 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*101.1

 Interactive Data Files.

 

*Filed herewith.

 

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