UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended May 31, 2013.
OR
| | ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission file number 1-7806
FEDERAL EXPRESS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| | |
| Delaware | | 71-0427007 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
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| 3610 Hacks Cross Road, Memphis, Tennessee | | 38125 |
| (Address of Principal Executive Offices) | | (ZIP Code) |
Registrant’s telephone number, including area code:(901) 369-3600
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class | | | | Name of each exchange on which registered |
| None | | | | None |
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. Yes ¨ No x
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 ¨ No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive 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). Yes x 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.x
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.
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| Large accelerated filer ¨ | | Accelerated filer ¨ | | Non-accelerated filerx | | 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¨ Nox
The Registrant is a wholly owned subsidiary of FedEx Corporation, a Delaware corporation, and there is no market for the Registrant’s common stock, par value $0.10 per share. As of July 15, 2013, 1,000 shares of the Registrant’s common stock were outstanding.
The Registrant meets the conditions set forth in General Instructions I(1)(a) and (b) of Form 10-K and is therefore filing this Form with the reduced disclosure format permitted by General Instruction I(2).
TABLE OF CONTENTS
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PART I
ITEM 1. BUSINESS
Overview
Federal Express Corporation (“FedEx Express”) invented express distribution 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 one integrated global network. FedEx Express is a wholly owned subsidiary of FedEx Corporation (“FedEx”), which was incorporated in Delaware on October 2, 1997 to serve as the parent holding company of FedEx Express. We offer a wide range of U.S. domestic and international shipping services for delivery of package and freight, connecting markets that generate more than 90% of the world’s gross domestic product through door-to-door, customs-cleared service, with a money-back guarantee. Our unmatched air route authorities and extensive transportation infrastructure, combined with leading-edge information technologies, make us the world’s largest express transportation company. We employ approximately 160,700 employees and have approximately 52,400 drop-off locations (including FedEx Office centers), 647 aircraft and approximately 54,100 vehicles and trailers in our integrated global network.
FedEx Corporate Services, Inc. (“FedEx Services”), a wholly owned subsidiary of FedEx, provides us and other FedEx subsidiaries with sales, marketing, information technology, communications, customer service and certain other back-office support. FedEx Services and its subsidiary FedEx TechConnect, Inc. provide a convenient single point of access for many customer support functions, enabling FedEx to more effectively sell the entire portfolio of transportation services and to help ensure a consistent and outstanding experience for our customers.
FedEx’s wholly owned subsidiary FedEx Office and Print Services, Inc. (“FedEx Office”) provides customer access to our shipping services. FedEx Office has approximately 1,800 locations and its network of locations provides convenient access points to our services for higher margin retail customers. In addition, FedEx Office offers packing services, and packing supplies and boxes are included in its retail product assortment.
In 2010, we began offering our U.S. domestic services at all U.S. OfficeMax retail locations (more than 940 locations). These additional staffed drop-off locations complement FedEx’s existing retail network, including FedEx Office centers, and further expand customer access to our services.
Except as otherwise specified, any reference to a year indicates our fiscal year ended May 31 of the year referenced.
Services
We offer a wide range of U.S. domestic and international shipping services for delivery of packages and freight. Overnight and deferred package services are backed by money-back guarantees and extend to nearly the entire U.S. population. We offer 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 70 pounds to virtually any U.S. destination. We also offer U.S. express overnight and deferred freight services backed by money-back guarantees to handle the needs of the time-definite freight market.
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
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provide time-definite delivery within five business days worldwide. FedEx International First, which provides a time-definite, customs cleared, door-to-door express service with a pre-defined delivery commitment of as early as 8:00 a.m. in the United States, 9:00 a.m. in Europe, and 10:00 a.m. in Asia, Canada and Latin America, was expanded in 2013 and now covers 19 destination countries. We also offer domestic pickup-and-delivery services within certain non-U.S. countries, including the United Kingdom, Canada, China, India, Mexico, Brazil, France and Poland. In addition, we offer comprehensive international express and deferred freight services, backed by a money-back guarantee, real-time tracking and advanced customs clearance.
In April 2013, FedEx Delivery Manager was launched, which allows our U.S. residential customers to customize home deliveries to fit their schedule by providing a range of options to schedule dates, locations and times of delivery. By signing up atwww.fedex.com, customers can receive notification of packages en route to their homes, and can choose various delivery options.
We provide 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. Our global certification enhances our single-point-of-access strategy and solidifies our reputation as the quality leader in the transportation industry. ISO 9001 is currently the most rigorous international standard for Quality Management and Assurance. ISO standards were developed by the International Organization for Standardization in Geneva, Switzerland to promote and facilitate international trade. More than 150 countries, including European Union members, the United States and Japan, recognize ISO standards.
Information regarding our e-shipping tools and solutions can be found below (“Technology”). In addition, detailed information about all of our delivery services, e-shipping tools and solutions and FedEx’s citizenship efforts can be found on the FedEx Web site,fedex.com. The information on the FedEx Web site, however, is not incorporated by reference in, and does not form a part of, this Report.
International Expansion
We are focused on the long-term expansion of our international presence, especially in key markets such as China, India, Europe and Latin America. We recently made strategic moves in Europe and Latin America. In 2013, we acquired:
| • | | 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 Transporte S.A. |
These acquisitions, along with our 2012 acquisition of the Mexican domestic express package delivery company Servicios Nacionales Mupa, S.A. de C.V. (Multipack), give us more robust transportation networks within these countries and added capabilities in these important international markets, continue our strategic European and Latin American growth plans and are expected to provide important contributions to our long-term growth, productivity and profitability. Additionally, in 2013, we opened 48 new stations across Europe pursuant to our organic growth strategy. In June 2013, we signed agreements to acquire the businesses operated by our current service provider Supaswift (Pty) Ltd. in five countries in Southern Africa, including South Africa.
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We began serving mainland China in 1984, have expanded our service to cover more than 400 cities across the country and, in 2009, we began operations at our new Asia-Pacific hub at the Guangzhou Baiyun International Airport in southern China. Our new North Pacific regional hub at the Kansai International Airport in Osaka, Japan, which will serve as a consolidation point for shipments from northern Asia to the United States, and will continue to operate as an international gateway for customers in western Japan, is scheduled to open in the spring of 2014. 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.
Business Realignment
During 2013, we saw a more challenging business environment, as ongoing shifts from priority to deferred shipping services significantly impacted profitability. In response to these trends, our profit improvement programs announced in 2013 are targeting annual profitability improvement of $1.6 billion by the end of 2016 (from the full year 2013 base business). The plan identifies several things we will do, including reducing our costs, modernizing our aircraft fleet, adjusting our transportation networks to meet changing customer needs and remaining dedicated to our people and culture, which have made us what we are today. In the face of tepid global economic growth, shifting customer preferences and volatile fuel prices, we continue to adapt our networks, striking the right balance between volume and yield improvements.
More specifically, multiple initiatives are reducing our overall cost structure. For example, we completed a voluntary program offering cash buyouts to eligible U.S.-based employees in certain staff functions and are also streamlining support functions and eliminating redundant systems and processes. At the same time, in addition to modernizing our air fleet, we are transforming our U.S. domestic express network by closing and realigning regional and district facilities, reorganizing pickup and delivery operations while maintaining our outstanding service levels, improving flight and crew scheduling, refining aircraft maintenance processes and improving fuel efficiency of our vehicle fleet. Internationally, we are working to improve the quality of our international revenue as customers continue to make more economical choices in a low-growth global economy by moving the line-haul of certain slower-moving shipments to third-party transportation providers and better leveraging capacity within our international network through, for example, the reduction of flights to and from Asia. Lastly, we are improving revenue quality by adding value for our customers with innovative and market-leading solutions, expanding our small and medium-size customer base and adding services for vertical industries such as healthcare and aerospace. Our way forward is clear, as we continue to make FedEx Express an even leaner, more efficient business.
Customer Technology
We are a world leader in technology, and our founder Frederick W. Smith’s vision that “the information about a package is as important as the delivery of the package itself” remains at the core of our comprehensive technology strategy. In fact, FedEx has been recognized by InformationWeek 500 as a top technology innovator in the United States for 17 consecutive years.
Our technology strategy is driven by our desire for customer satisfaction. Through FedEx Services, 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 the award-winning FedEx Web site, together with our customer integrated solutions.
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Thefedex.com Web site was launched nearly 20 years ago, and during that time, customers have shipped and tracked billions of packages atfedex.com. Thefedex.com Web site 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 and pay invoices. The advanced tracking capability within FedEx Tracking provides customers with a consolidated view of inbound and outbound shipments.
FedEx Mobile is a suite of services available on most Web-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 25 languages. FedEx Mobile allows customers to track the status of packages, create shipping labels, get account-specific rate quotes and access drop-off location information. We also use wireless data collection devices to scan bar codes on shipments, thereby enhancing and accelerating the package information available to our customers.
FedEx innovation continued in 2013 with the following enhancements:
| • | | 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. |
| • | | The FedEx Ship to Friends app that allows people who use Facebook® to prepare and pay for a U.S. domestic shipment without leaving Facebook®. |
| • | | FSM@fedex.com Integration Manager, which is a web-based tool for business owners who manage multiple stores online, working seamlessly with e-commerce platforms such as eBay, Amazon, Etsy, Google Checkout and Yahoo to allow business owners to organize, review and process their shipments from multiple stores in one place. |
Our e-commerce tools and solutions are designed to be easily integrated into our customers’ applications, as well as into third-party software developed by leading e-procurement, systems integration and enterprise resource planning companies. The FedEx Ship Manager suite of solutions offers a wide range of options to help our customers manage their shipping and associated processes.
FedEx Services has a team of highly qualified professionals dedicated to securing information about our customers’ shipments and protecting our customers’ privacy, and we strive to provide a safe, secure online environment for our customers.
Marketing
The FedEx brand name is symbolic of outstanding service, reliability and speed. Emphasis is placed on promoting and protecting the FedEx brand, one of our most important assets. As a result, FedEx is one of the most widely recognized brands in the world. In addition to television, print and digital advertising, we promote the FedEx brand through corporate sponsorships and special events. For example, FedEx sponsors:
| • | | The National Football League (NFL), as its “Official Delivery Service Sponsor” |
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| • | | FedExField, home of the NFL’s Washington Redskins |
| • | | The #11 Joe Gibbs Racing Toyota Camry driven by Denny Hamlin in the NASCAR Sprint Cup Series |
| • | | PGA TOUR and the Champions Tour golf organizations, as the “Official Shipping Company,” and FedExCup, a season-long points competition for PGA TOUR players |
| • | | The FedEx St. Jude Classic, a PGA TOUR event that raises millions of dollars for St. Jude Children’s Research Hospital |
| • | | FedExForum, home of the NBA’s Memphis Grizzlies |
| • | | ATP World Tour men’s professional tennis circuit and French Open tennis tournament |
U.S. Postal Service Agreement
Under an agreement with the U.S. Postal Service (“USPS”) that runs through September 2013, we provide domestic air transportation services to the USPS, including for its First-Class, Priority and Express Mail. In April 2013, we entered into a new seven-year transportation agreement with the USPS for the provision of domestic air transportation services to the USPS for Priority and Express Mail. The new agreement begins on October 1, 2013 and runs through September 2020. We also provide transportation and delivery for the USPS’s international delivery service called Global Express Guaranteed (GXG) under a separate agreement.
Pricing
We periodically publish list prices in our Service Guides for the majority of our 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. We offer our customers discounts generally based on actual or potential average daily revenue produced.
We have 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 2013 was based on the average spot price for jet fuel published for April 2013. Changes to our fuel surcharge, when calculated according to the average spot price for jet fuel and our 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. 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: 2013 — 12%; 2012 — 14%; and 2011 — 10%. These percentages include certain fuel surcharge reductions that are associated with our annual base rate increases.
Operations
Our primary sorting facility, located in Memphis, serves as the center of our multiple hub-and-spoke system. A second national hub facility is located in Indianapolis. In addition to these national hubs, we operate regional hubs in Newark, Oakland, Fort Worth and Greensboro and major metropolitan sorting facilities in Los Angeles and Chicago.
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Facilities in Anchorage, Paris, Guangzhou and Cologne/Bonn 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 and Cologne/Bonn 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 our worldwide network, we operate city stations and employ 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 Service Participants) have been selected to complete deliveries and to pick up packages. For more information about our sorting and handling facilities, see Part I, Item 2 of this Annual Report on Form 10-K under the caption “Sorting and Handling Facilities.”
FedEx Office offers retail access to our shipping services at all of its U.S. and Canadian retail locations. We also have alliances with certain other retailers to provide in-store drop-off sites. Our unmanned FedEx Drop Boxes provide customers the opportunity to drop off packages in office buildings, shopping centers, and corporate or industrial parks.
Fuel Supplies and Costs
During 2013, we 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 “Pricing.”
The following table sets forth our costs for jet fuel and its percentage of our total revenues for the last five fiscal years:
| | | | | | | | |
Fiscal Year | | Total Jet
Fuel Cost
(in millions) | | | Percentage of Total
Revenues | |
2013 | | $ | 3,683 | | | | 14.0 | % |
2012 | | | 3,867 | | | | 15.0 | |
2011 | | | 3,178 | | | | 13.2 | |
2010 | | | 2,342 | | | | 11.0 | |
2009 | | | 2,932 | | | | 13.2 | |
Most of our 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 States 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. Our principal international competitors are DHL, UPS, TNT, other foreign postal authorities, freight forwarders, passenger airlines and all-cargo airlines. Many of our 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 we do.
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Employees
We are headquartered in Memphis, Tennessee. David J. Bronczek is our President and Chief Executive Officer. As of May 31, 2013, we employed approximately 112,000 permanent full-time and 48,700 permanent part-time employees, of which approximately 14% are employed in the Memphis area. Our international employees in the aggregate represent approximately 37% of all employees.
Our pilots, who constitute a small percentage of our total employees, are represented by the Air Line Pilots Association, International (“ALPA”), and are employed under a collective bargaining agreement. This agreement became amendable in March 2013, and the parties are currently in negotiations.
Attempts by other labor organizations to organize certain other groups of employees occur from time to time. Although these organizing attempts have not resulted in any certification of a U.S. domestic collective bargaining representative (other than ALPA), we cannot predict the outcome of these labor activities or their effect, if any, on us or our employees. Certain of our non-U.S. employees are unionized. We believe our employee relations are excellent.
Trademarks
The “FedEx” trademark, service mark and trade name is essential to our worldwide business. FedEx and FedEx Express, among others, are trademarks, service marks and trade names of Federal Express Corporation 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 Global Service Participants to support our business. In addition, we license the use of certain of our trademarks, service marks and trade names on promotional items for the primary purpose of enhancing brand awareness.
Regulation
Air. Under the Federal Aviation Act of 1958, as amended, both the U.S. Department of Transportation (“DOT”) and the Federal Aviation Administration (“FAA”) exercise regulatory authority over us.
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 our ability to operate our aircraft in the most efficient manner. We hold 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 we maintain our standards of safety and meet 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 us, were exempt from these new pilot fatigue requirements, and instead required to continue complying with previously enacted flight and duty time rules. In December 2012, the FAA reaffirmed the exclusion of us from the new rule. It is reasonably possible, however, that future security or flight safety requirements could impose material costs on us.
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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. We hold various certificates issued by the DOT, authorizing us 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 require us 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.
We participate in the Civil Reserve Air Fleet (“CRAF”) program. Under this program, the U.S. Department of Defense may requisition for military use certain of our wide-bodied aircraft in the event of a declared need, including a national emergency. We are 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 our participation in the CRAF program, we are entitled to bid on peacetime military cargo charter business. We, together with a consortium of other carriers, currently contract with the U.S. Government for charter flights.
Ground. The ground transportation performed by us is integral to our 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. We are registered in those states that require registration.
Like other interstate motor carriers, we 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. Our international authority permits us to carry cargo and mail from points in our 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 States air carriers abroad. The right of a United States carrier to serve foreign points is subject to the DOT’s approval and generally requires a bilateral agreement between the United States and the foreign government. In addition, the carrier must then be granted the permission of such foreign government to provide specific flights and services. The regulatory environment for global aviation rights may from time to time impair our ability to operate our air network in the most efficient manner. Additionally, global air cargo carriers, such as us, are subject to current and potential additional aviation security regulation by foreign governments.
Our operations outside of the United States, such as our 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, our ability 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 our aircraft and ground transportation operations, we are subject to the Federal Communications Commission Act of 1934, as amended. Additionally, the Federal Communications Commission regulates and licenses our activities pertaining to satellite communications.
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Environmental. Pursuant to the Federal Aviation Act, the FAA, with the assistance of the U.S. Environmental Protection Agency, is authorized to establish standards governing aircraft noise. Our 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 our aircraft operations in some of the localities where they apply but do not have a material effect on any of our significant markets. Congress’s passage of the Airport Noise and Capacity Act of 1990 established a National Noise Policy, which enabled us to plan for noise reduction and better respond to local noise constraints. Our international operations are also subject to noise regulations in certain of the countries in which we operate.
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 emissions. For example, during 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 of our flights to and from any airport in any member state of the European Union are now covered by the ETS requirements, and each year we are required to submit emission allowances in an amount equal to the carbon dioxide emissions from such flights. Because the European Union ETS is being contested by many countries on a number of fronts, and the effective date for parts of the ETS has been delayed until next year, the future impact on us is unclear. For a description of such efforts and their potential effect on our cost structure and operating results, see Item 1A of this Annual Report on Form 10-K (“Risk Factors”).
We are subject to federal, state and local environmental laws and regulations relating to, among other things, the shipment of dangerous goods, contingency planning for spills of petroleum products and the disposal of waste oil. 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.
Labor. All of our U.S. employees are covered by the Railway Labor Act of 1926, as amended (the “RLA”), while labor relations within the United States at most of FedEx’s companies are governed by the National Labor Relations Act of 1935, as amended (the “NLRA”). Under the RLA, groups that wish to unionize must do so across nationwide classes of employees. The RLA also requires mandatory government-led mediation of contract disputes supervised by the National Mediation Board before a union can strike or an employer can replace employees or impose contract terms. This part of the RLA helps minimize the risk of strikes that would shut down large portions of the economy. Under the NLRA, employees can unionize in small localized groups, and government-led mediation is not a required step in the negotiation process.
The RLA was originally passed to govern railroad and express carrier labor negotiations. As transportation systems evolved, the law expanded to cover airlines, which are the dominant national transportation systems of today. As an air express carrier with an integrated air/ground network, we and our 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 ours, cannot be shut down by the actions of a local segment of the network.
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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 of our employees from the jurisdiction of the RLA, thereby exposing our network to sporadic labor disputes and the risk that small groups of employees could disrupt our 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. For a description of these potential labor law changes, see Item 1A of this Annual Report on Form 10-K (“Risk Factors”).
Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act.We have comprehensive export controls and economic sanctions programs designed to ensure compliance with United States and other applicable export laws, rules and regulations. As part of our ongoing efforts to monitor the effectiveness of our international trade compliance programs, we recently identified the shipments described below, which occurred during 2013.
During 2013, a Dubai-based package consolidator tendered approximately 32,000 shipments to us for handling, including 16 separate shipments for delivery to branches of Mir Business Bank in Russia and branches of Bank Melli in Azerbaijan, Iraq and Germany. Both banks are identified on the list of Specially Designated Nationals maintained by the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”). Each of these shipments contained only documents. The aggregate revenue for these shipments was $212. There was no profit associated with these shipments.
This consolidator also tendered six separate shipments to us for delivery to Iranian embassies and a consulate in Germany, Malaysia, Australia, Thailand and Argentina. These shipments contained documents, books, magazines, CDs, toys, nuts and/or candy. The aggregate revenue for these shipments was $218. There was no profit associated with these shipments.
The tendering of these shipments to us violated the terms of the written agreements between us and this consolidator.
Our handling of these shipments was inadvertent and not in accordance with our internal policies and procedures. Promptly upon learning of these shipments, we canceled our agreements with the consolidator described above and certain other Dubai-based package consolidators and discontinued certain services in Dubai. We have implemented enhanced controls, procedures and other measures in connection with our international trade compliance programs that are designed to prevent these activities from recurring.
Our investigation into past shipments tendered by Dubai-based consolidators is ongoing. We have made initial voluntary disclosures to OFAC and will supplement these disclosures as our investigation is completed. We intend to fully cooperate with OFAC regarding these matters.
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We present information about our risk factors on pages 33 through 37 of this Annual Report on Form 10-K.
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
None.
Our principal owned and leased properties include our aircraft, vehicles, national, regional and metropolitan sorting facilities, administration buildings, FedEx Drop Boxes and data processing and telecommunications equipment.
Aircraft and Vehicles
As of May 31, 2013, our aircraft fleet consisted of the following:
| | | | | | | | | | | | | | | | |
Description | | Owned | | | Leased | | | Total | | | Maximum Gross
Structural Payload
(Pounds per Aircraft)(1) | |
| | | | |
Boeing B777F | | | 23 | | | | 0 | | | | 23 | | | | 233,300 | |
Boeing MD11 | | | 38 | | | | 26 | | | | 64 | | | | 192,600 | |
Boeing MD10-30 | | | 13 | | | | 4 | | | | 17 | | | | 175,900 | |
Boeing MD10-10 | | | 47 | | | | 0 | | | | 47 | | | | 137,500 | |
Airbus A300-600 | | | 35 | | | | 36 | | | | 71 | | | | 106,600 | |
Airbus A310-200/300 | | | 30 | | | | 0 | | | | 30 | | | | 83,170 | |
Boeing B757-200 | | | 89 | | | | 0 | | | | 89 | (2) | | | 63,000 | |
Boeing B727-200 | | | 14 | | | | 0 | | | | 14 | | | | 59,300 | |
ATR 72-202/212 | | | 21 | | | | 0 | | | | 21 | | | | 17,970 | |
ATR 42-300/320 | | | 26 | | | | 0 | | | | 26 | | | | 12,070 | |
Cessna 208B | | | 245 | | | | 0 | | | | 245 | | | | 2,830 | |
| | | | | | | | | | | | | | | | |
| | | | |
Total | | | 581 | | | | 66 | | | | 647 | | | | | |
| | | | | | | | | | | | | | | | |
| (1) | Maximum gross structural payload includes revenue payload and container weight. |
| (2) | Includes 16 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 A300s and A310s are two-engine, wide-bodied aircraft that have a longer range and more capacity than B757s and B727s. |
| • | | The B757s are two-engine, narrow-bodied aircraft configured for cargo service. |
| • | | The B727s are three-engine, narrow-bodied aircraft configured for cargo service. The B727 fleet was retired in June 2013. |
| • | | The ATR and Cessna 208 turbo-prop aircraft are leased to independent operators to support our 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, we lease smaller aircraft to operators, and these operators use the aircraft to move FedEx packages to and from airports served by our 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 we reimburse the lessee for these items. Our lease agreements are for terms not exceeding one year and are generally cancelable upon 30 days’ notice.
At May 31, 2013, we operated approximately 54,100 ground transport vehicles, including pickup and delivery vans, larger trucks called container transport vehicles and over-the-road tractors and trailers.
Aircraft Purchase Commitments
The following table is a summary of the number and type of aircraft we were committed to purchase as of May 31, 2013, with the year of expected delivery:
| | | | | | | | | | | | | | | | |
| | | B757 | | | B767F(1) | | | B777F(2) | | | Total | |
| | | | |
2014 | | | 13 | | | | 4 | | | | 2 | | | | 19 | |
2015 | | | — | | | | 12 | | | | — | | | | 12 | |
2016 | | | — | | | | 10 | | | | 2 | | | | 12 | |
2017 | | | — | | | | 10 | | | | — | | | | 10 | |
2018 | | | — | | | | 10 | | | | 2 | | | | 12 | |
Thereafter | | | — | | | | 4 | | | | 14 | | | | 18 | |
| | | | | | | | | | | | | | | | |
Total | | | 13 | | | | 50 | | | | 20 | | | | 83 | |
| | | | | | | | | | | | | | | | |
| (1) | As of May 31, 2013, our obligation to purchase four of these aircraft was conditioned upon there being no event that causes us or our employees to not be covered by the RLA. |
| (2) | As of May 31, 2013, our obligation to purchase nine of these aircraft was conditioned upon there being no event that causes us or our employees to not be covered by the RLA. |
As of May 31, 2013, deposits and progress payments of $414 million had been made toward aircraft purchases and other planned aircraft-related transactions. Also see Note 14 of the accompanying consolidated financial statements for more information about our purchase commitments.
13
Sorting and Handling Facilities
At May 31, 2013, we 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 | | | | 305,300 | | | | 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 |
| (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) | Property is held under two separate leases — lease for sorting and handling facility expires in 2021, and lease for ramp expansion expires in 2025. |
14
Our primary sorting facility, which serves as the center of our multiple hub-and-spoke system, is located at the Memphis International Airport. Our 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. We lease these facilities from the Memphis-Shelby County Airport Authority (the “Authority”). The lease obligates us to maintain and insure the leased property and to pay all related taxes, assessments and other charges. The lease is subordinate to, and our rights thereunder could be affected by, any future lease or agreement between the Authority and the U.S. Government.
We have additional international sorting-and-handling facilities located at Narita Airport in Tokyo, Stansted Airport outside London, and Pearson Airport in Toronto. We also have a substantial presence at airports in Hong Kong, Taiwan, Dubai and Miami.
Administrative and Other Properties and Facilities
Our World Headquarters is located in southeastern Shelby County, Tennessee. We own our headquarters campus, which comprises nine separate buildings with approximately 1.3 million square feet of space. We also lease 39 facilities in the Memphis area for administrative offices and warehouses. We and FedEx Services lease state-of-the-art technology centers in Collierville, Tennessee, Irving, Texas, Colorado Springs, Colorado, and Orlando, Florida. These facilities house personnel responsible for strategic software development and other functions that support FedEx’s technology and e-commerce solutions.
We own or lease 645 facilities for city station operations in the United States. In addition, 560 city stations are owned or leased throughout our 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.
As of May 31, 2013, we had approximately 38,500 Drop Boxes. We also have approximately 12,900 FedEx Authorized ShipCenters and other types of staffed drop-off locations, such as FedEx Office centers. Internationally, we had approximately 4,850 drop-off locations.
FedEx Express 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 15 of the accompanying consolidated financial statements.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
15
PART II
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
FedEx Express is a wholly owned subsidiary of FedEx, and there is no market for FedEx Express’s common stock.
| ITEM 6. | SELECTED FINANCIAL DATA |
Omitted under the reduced disclosure format permitted by General Instruction I(2)(a) of Form 10-K.
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
Management’s discussion and analysis of results of operations and financial condition is presented on pages 23 through 37 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 70 of this Annual Report on Form 10-K.
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
FedEx Express’s consolidated financial statements, together with the notes thereto and the report of Ernst & Young LLP dated July 15, 2013 thereon, are presented on pages 40 through 69 of this Annual Report on Form 10-K.
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
| ITEM 9A. | CONTROLS AND PROCEDURES |
Management’s Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of May 31, 2013 (the end of the period covered by this Annual Report on Form 10-K).
16
Assessment of Internal Control Over Financial Reporting
Management’s report on our internal control over financial reporting is presented on page 38 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 39 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
During our fiscal quarter ended May 31, 2013, 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.
PART III
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Omitted under the reduced disclosure format permitted by General Instruction I(2)(c) of Form 10-K.
| ITEM 11. | EXECUTIVE COMPENSATION |
Omitted under the reduced disclosure format permitted by General Instruction I(2)(c) of Form 10-K.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Omitted under the reduced disclosure format permitted by General Instruction I(2)(c) of Form 10-K.
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Omitted under the reduced disclosure format permitted by General Instruction I(2)(c) of Form 10-K.
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Of the fees Ernst & Young LLP billed FedEx for services provided during 2013 and 2012, we estimate that the following amounts were for services related to FedEx Express. These amounts (in thousands) represent the fees that Ernst & Young LLP directly billed to FedEx Express, as well as that portion of Ernst & Young LLP’s fees that FedEx allocated to FedEx Express through management fees.
| | | | | | | | |
| | | 2013 | | | 2012 | |
| | |
Audit fees | | $ | 9,363 | | | $ | 8,594 | |
Audit-related fees | | | 607 | | | | 601 | |
Tax fees | | | 562 | | | | 327 | |
All other fees | | | 3 | | | | 3 | |
| | | | | | | | |
Total | | $ | 10,535 | | | $ | 9,525 | |
| | | | | | | | |
17
| | • | | Audit Fees. Represents fees for professional services provided for the audit of FedEx Express’s annual financial statements and review of FedEx Express’s quarterly financial statements, for the audit of FedEx Express’s internal control over financial reporting and for audit services provided in connection with other statutory or regulatory filings. |
| | • | | Audit-Related Fees. Represents fees for assurance and other services related to the audit of FedEx Express’s financial statements. The fees for 2013 and 2012 include fees for benefit plan audits and international accounting and reporting compliance. |
| | • | | Tax Fees. Represents fees for professional services provided primarily for domestic and international tax compliance and advice. Tax compliance and preparation fees totaled $192,000 in 2013 and $120,000 in 2012. |
| | • | | All Other Fees. Represents fees for products and services not otherwise included in the categories above. The amounts shown for 2013 and 2012 include fees for online technical resources. |
To help ensure the independence of our independent registered public accounting firm, the Audit Committee of the Board of Directors of FedEx has adopted a Policy on Engagement of Independent Auditor, which is available in the Corporate Governance section of the Investor Relations page of our website athttp://investors.fedex.com.
Pursuant to the Policy on Engagement of Independent Auditor, the Audit Committee preapproves all audit services and non-audit services to be provided to FedEx by its independent registered public accounting firm. The Audit Committee may delegate to one or more of its members the authority to grant the required approvals, provided that any exercise of such authority is presented at the next Audit Committee meeting.
The Audit Committee may preapprove for up to one year in advance the provision of particular types of permissible routine and recurring audit-related, tax and other non-audit services, in each case described in reasonable detail and subject to a specific annual monetary limit also approved by the Audit Committee. The Audit Committee must be informed about each such service that is actually provided. In cases where a service is not covered by one of those approvals, the service must be specifically preapproved by the Audit Committee no earlier than one year prior to the commencement of the service.
Each audit or non-audit service that is approved by the Audit Committee (excluding tax services performed in the ordinary course of FedEx’s business and excluding other services for which the aggregate fees are expected to be less than $25,000) will be reflected in a written engagement letter or writing specifying the services to be performed and the cost of such services, which will be signed by either a member of the Audit Committee or by an officer of FedEx authorized by the Audit Committee to sign on behalf of FedEx.
The Audit Committee will not approve any prohibited non-audit service or any non-audit service that individually or in the aggregate may impair, in the Audit Committee’s opinion, the independence of the independent registered public accounting firm.
18
In addition, FedEx’s independent registered public accounting firm may not provide any services, including financial counseling and tax services, to any FedEx officer, Audit Committee member or FedEx managing director (or its equivalent) in the Finance department or to any immediate family member of any such person.
PART IV
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
(a)(1) and (2) Financial Statements; Financial Statement Schedules
FedEx Express’s consolidated financial statements, together with the notes thereto and the report of Ernst & Young LLP dated July 15, 2013 thereon, are listed on page 22 and presented on pages 40 through 69 of this Annual Report on Form 10-K. FedEx Express’s “Schedule II — Valuation and Qualifying Accounts,” together with the report of Ernst & Young LLP dated July 15, 2013 thereon, is presented on pages 71 through 72 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 Express’s consolidated financial statements or the notes thereto.
(a)(3) Exhibits
See the Exhibit Index on pages E-1 through E-8 for a list of the exhibits being filed or furnished with or incorporated by reference into this Annual Report on Form 10-K.
19
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.
| | | | | | | | | | |
| | | | | | FEDERAL EXPRESS CORPORATION |
| | | | | |
| Dated: July 15, 2013 | | | | | | By: | | /s/ DAVID J. BRONCZEK | | |
| | | | | | | | David J. Bronczek | | |
| | | | | | | | 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/ DAVID J. BRONCZEK David J. Bronczek | | President, Chief Executive Officer and Director (Principal Executive Officer) | | July 15, 2013 |
| | |
/s/ CATHY D. ROSS Cathy D. Ross | | Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer) | | July 15, 2013 |
| | |
/s/ J. RICK BATEMAN J. Rick Bateman | | Vice President and Worldwide Controller (Principal Accounting Officer) | | July 15, 2013 |
| | |
/s/ FREDERICK W. SMITH * Frederick W. Smith | | Chairman of the Board of Directors | | July 15, 2013 |
| | |
/s/ ROBERT B. CARTER * Robert B. Carter | | Director | | July 15, 2013 |
| | |
/s/ MICHAEL L. DUCKER * Michael L. Ducker | | Executive Vice President and Chief Operating Officer and Director | | July 15, 2013 |
| | |
/s/ T. MICHAEL GLENN * T. Michael Glenn | | Director | | July 15, 2013 |
20
| | | | |
Signature | | Capacity | | Date |
| | |
/s/ ALAN B. GRAF, JR. * Alan B. Graf, Jr. | | Director | | July 15, 2013 |
| | |
/s/ JAMES R. PARKER * James R. Parker | | Executive Vice President of Air Operations and Director | | July 15, 2013 |
| | |
/s/ CHRISTINE P. RICHARDS * Christine P. Richards | | Director | | July 15, 2013 |
| | | | | | |
| | | |
*By: | | /s/ J. RICK BATEMAN | | | | |
| | J. Rick Bateman Attorney-in-Fact | | | | July 15, 2013 |
21
FINANCIAL SECTIONTABLE OF CONTENTS
22
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
OVERVIEW OF FINANCIAL SECTION
The financial section of the Federal Express Corporation (“FedEx Express”) 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 is abbreviated pursuant to General Instruction I(2)(a) of Form 10-K. Our MD&A includes an overview of our consolidated 2013 results compared to 2012, and 2012 results compared to 2011. Our MD&A also includes a discussion of key actions and events that impacted our results, as well as a discussion of our outlook for 2014. For additional information, including a discussion of liquidity, capital resources and contractual cash obligations, as well as our critical accounting estimates, see the Annual Report on Form 10-K for the fiscal year ended May 31, 2013 of our parent company, FedEx Corporation (“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.
DESCRIPTION OF BUSINESS
We are the world’s largest express transportation company. Our sister company FedEx Corporate Services, Inc. (“FedEx Services”) provides us and our other sister companies, including FedEx Ground Package System, Inc., with customer-facing sales, marketing, information technology, communications and back-office support, as well as retail access for our customers through FedEx Office and Print Services, Inc. (“FedEx Office”) and customer service, technical support and billing and collection services through FedEx TechConnect, Inc.
The operating expenses line item “Intercompany charges” on the financial summary represents an allocation that primarily includes costs for services provided to us by FedEx Services as described above. These costs are allocated based on metrics such as relative revenues or estimated services provided. “Intercompany charges” also includes allocated charges from our parent for management fees related to services received for general corporate oversight, including executive officers and certain legal and finance functions. We believe these allocations approximate the net cost of providing these functions.
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 that 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 affiliated company revenues and expenses are not separately identified in the following financial information, as the amounts are not material.
23
The key indicators necessary to understand our operating results include:
| • | | the overall customer demand for our various services based on macro-economic factors and the global economy; |
| • | | the volume of shipments transported through our network, as measured by our average daily volume and shipment weight; |
| • | | the mix of services purchased by our customers; |
| • | | the prices we obtain for our services, as measured by average revenue per package (yield); |
| • | | our ability to manage our cost structure (capital expenditures and operating expenses) to match shifting volume levels; and |
| • | | the timing and amount of fluctuations in fuel prices and our ability to recover incremental fuel costs through our fuel surcharges. |
The majority of our operating expenses are directly impacted by revenue and volume levels. Accordingly, we expect these operating expenses to fluctuate on a year-over-year basis consistent with the change in revenues and volumes. Therefore, the discussion of operating expense captions focuses on the key drivers and trends impacting expenses other than changes in revenues and volume.
Except as otherwise specified, references to years indicate our fiscal year ended May 31, 2013 or ended May 31 of the year referenced and comparisons are to the prior year.
24
RESULTS OF OPERATIONS
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, net income and operating margin (dollars in millions) for the years ended May 31:
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | Percent Change | |
| | | 2013 | | | 2012 | | | 2011 | | | 2013/2012 | | | 2012/2011 | |
Revenues: | | | | | | | | | | | | | | | | | | | | |
Package: | | | | | | | | | | | | | | | | | | | | |
U.S. overnight box | | $ | 6,513 | | | $ | 6,546 | | | $ | 6,128 | | | | (1 | ) | | | 7 | |
U.S. overnight envelope | | | 1,705 | | | | 1,747 | | | | 1,736 | | | | (2 | ) | | | 1 | |
U.S. deferred | | | 3,020 | | | | 3,001 | | | | 2,805 | | | | 1 | | | | 7 | |
| | | | | | | | | | | | | | | | | | | | |
Total U.S. domestic package revenue | | | 11,238 | | | | 11,294 | | | | 10,669 | | | | — | | | | 6 | |
International priority | | | 6,586 | | | | 6,849 | | | | 6,760 | | | | (4 | ) | | | 1 | |
International economy | | | 2,046 | | | | 1,859 | | | | 1,468 | | | | 10 | | | | 27 | |
| | | | | | | | | | | | | | | | | | | | |
Total international export package revenue | | | 8,632 | | | | 8,708 | | | | 8,228 | | | | (1 | ) | | | 6 | |
International domestic(1) | | | 1,398 | | | | 853 | | | | 653 | | | | 64 | | | | 31 | |
| | | | | | | | | | | | | | | | | | | | |
Total package revenue | | | 21,268 | | | | 20,855 | | | | 19,550 | | | | 2 | | | | 7 | |
Freight: | | | | | | | | | | | | | | | | | | | | |
U.S. | | | 2,562 | | | | 2,498 | | | | 2,188 | | | | 3 | | | | 14 | |
International priority | | | 1,678 | | | | 1,827 | | | | 1,722 | | | | (8 | ) | | | 6 | |
International airfreight | | | 276 | | | | 307 | | | | 283 | | | | (10 | ) | | | 8 | |
| | | | | | | | | | | | | | | | | | | | |
Total freight revenue | | | 4,516 | | | | 4,632 | | | | 4,193 | | | | (3 | ) | | | 10 | |
Other | | | 409 | | | | 279 | | | | 247 | | | | 47 | | | | 13 | |
| | | | | | | | | | | | | | | | | | | | |
Total revenues | | | 26,193 | | | | 25,766 | | | | 23,990 | | | | 2 | | | | 7 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Salaries and employee benefits | | | 9,730 | | | | 9,365 | | | | 8,919 | | | | 4 | | | | 5 | |
Purchased transportation | | | 1,649 | | | | 1,357 | | | | 1,243 | | | | 22 | | | | 9 | |
Rentals and landing fees | | | 1,659 | | | | 1,657 | | | | 1,650 | | | | — | | | | — | |
Depreciation and amortization | | | 1,338 | | | | 1,157 | | | | 1,048 | | | | 16 | | | | 10 | |
Fuel | | | 4,129 | | | | 4,304 | | | | 3,553 | | | | (4 | ) | | | 21 | |
Maintenance and repairs | | | 1,239 | | | | 1,327 | | | | 1,348 | | | | (7 | ) | | | (2 | ) |
Business realignment, impairment and other charges(2) | | | 243 | | | | 134 | | | | — | | | | NM | | | | NM | |
Intercompany charges(3) | | | 2,344 | | | | 2,163 | | | | 2,015 | | | | 8 | | | | 7 | |
Other(4) | | | 3,308 | | | | 3,054 | | | | 3,008 | | | | 8 | | | | 2 | |
| | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | 25,639 | | | | 24,518 | | | | 22,784 | | | | 5 | | | | 8 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income | | $ | 554 | | | $ | 1,248 | | | $ | 1,206 | | | | (56 | ) | | | 3 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Operating margin(5) | | | 2.1 | % | | | 4.8 | % | | | 5.0 | % | | | (270 | )bp | | | (20 | )bp |
| | | | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | |
Interest, net | | | 42 | | | | 34 | | | | 10 | | | | 24 | | | | 240 | |
Other, net | | | (88 | ) | | | (45 | ) | | | (76 | ) | | | 96 | | | | (41 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | (46 | ) | | | (11 | ) | | | (66 | ) | | | NM | | | | (83 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Income before income taxes | | | 508 | | | | 1,237 | | | | 1,140 | | | | (59 | ) | | | 9 | |
| | | | | |
Provision for income taxes | | | 178 | | | | 429 | | | | 409 | | | | (59 | ) | | | 5 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Net income | | $ | 330 | | | $ | 808 | | | $ | 731 | | | | (59 | ) | | | 11 | |
| | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | |
| | | Percent of Revenue | |
| | | 2013 | | | 2012 | | | 2011 | |
Operating expenses: | | | | | | | | | | | | |
Salaries and employee benefits | | | 37.2 | % | | | 36.3 | % | | | 37.2 | % |
Purchased transportation | | | 6.3 | | | | 5.3 | | | | 5.2 | |
Rentals and landing fees | | | 6.3 | | | | 6.4 | | | | 6.9 | |
Depreciation and amortization | | | 5.1 | | | | 4.5 | | | | 4.4 | |
Fuel | | | 15.8 | | | | 16.7 | | | | 14.8 | |
Maintenance and repairs | | | 4.7 | | | | 5.2 | | | | 5.6 | |
Business realignment, impairment and other charges(2) | | | 0.9 | | | | 0.5 | | | | — | |
Intercompany charges(3) | | | 9.0 | | | | 8.4 | | | | 8.4 | |
Other(4) | | | 12.6 | | | | 11.9 | | | | 12.5 | |
| | | | | | | | | | | | |
Total operating expenses | | | 97.9 | | | | 95.2 | | | | 95.0 | |
| | | | | | | | | | | | |
| | | |
Operating margin(5) | | | 2.1 | % | | | 4.8 | % | | | 5.0 | % |
| | | | | | | | | | | | |
| (1) | International domestic revenues include our international intra-country express operations including acquisitions in India (February 2011), Mexico (July 2011), Poland (June 2012), France (July 2012) and Brazil (July 2012). |
| (2) | 2013 includes $143 million of predominantly severance costs associated with our voluntary buyout program and a $100 million impairment charge resulting from the decision to retire 10 aircraft and related engines. 2012 represents impairment charges resulting from the decision to retire 24 aircraft and related engines. |
| (3) | Includes allocations of $258 million in 2013 for business realignment costs. |
| (4) | Includes the 2012 reversal of a $66 million legal reserve that was initially recorded in 2011. |
| (5) | The direct and indirect charges described in notes (2) and (3) above reduced 2013 operating margin by 190 basis points. The charges and credit described in notes (2) and (4) above reduced 2012 operating margin by 30 basis points. |
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The following table compares selected statistics (in thousands, except yield amounts) for the years ended May 31:
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | Percent Change | |
| | | 2013 | | | 2012 | | | 2011 | | | 2013/2012 | | | 2012/2011 | |
Package Statistics | | | | | | | | | | | | | | | | | | | | |
Average daily package volume (ADV): | | | | | | | | | | | | | | | | | | | | |
U.S. overnight box | | | 1,134 | | | | 1,146 | | | | 1,184 | | | | (1 | ) | | | (3 | ) |
U.S. overnight envelope | | | 574 | | | | 586 | | | | 627 | | | | (2 | ) | | | (7 | ) |
U.S. deferred | | | 835 | | | | 845 | | | | 873 | | | | (1 | ) | | | (3 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total U.S. domestic ADV | | | 2,543 | | | | 2,577 | | | | 2,684 | | | | (1 | ) | | | (4 | ) |
International priority | | | 421 | | | | 421 | | | | 459 | | | | — | | | | (8 | ) |
International economy | | | 155 | | | | 138 | | | | 116 | | | | 12 | | | | 19 | |
| | | | | | | | | | | | | | | | | | | | |
Total international export ADV | | | 576 | | | | 559 | | | | 575 | | | | 3 | | | | (3 | ) |
International domestic(1) | | | 785 | | | | 495 | | | | 348 | | | | 59 | | | | 42 | |
| | | | | | | | | | | | | | | | | | | | |
Total ADV | | | 3,904 | | | | 3,631 | | | | 3,607 | | | | 8 | | | | 1 | |
| | | | | | | | | | | | | | | | | | | | |
Revenue per package (yield): | | | | | | | | | | | | | | | | | | | | |
U.S. overnight box | | $ | 22.52 | | | $ | 22.31 | | | $ | 20.29 | | | | 1 | | | | 10 | |
U.S. overnight envelope | | | 11.66 | | | | 11.65 | | | | 10.86 | | | | — | | | | 7 | |
U.S. deferred | | | 14.18 | | | | 13.87 | | | | 12.60 | | | | 2 | | | | 10 | |
U.S. domestic composite | | | 17.33 | | | | 17.12 | | | | 15.59 | | | | 1 | | | | 10 | |
International priority | | | 61.28 | | | | 63.47 | | | | 57.68 | | | | (3 | ) | | | 10 | |
International economy | | | 51.77 | | | | 52.77 | | | | 49.76 | | | | (2 | ) | | | 6 | |
International export composite | | | 58.72 | | | | 60.83 | | | | 56.08 | | | | (3 | ) | | | 8 | |
International domestic(1) | | | 6.99 | | | | 6.74 | | | | 7.38 | | | | 4 | | | | (9 | ) |
Composite package yield | | | 21.36 | | | | 22.44 | | | | 21.25 | | | | (5 | ) | | | 6 | |
Freight Statistics | | | | | | | | | | | | | | | | | | | | |
Average daily freight pounds: | | | | | | | | | | | | | | | | | | | | |
U.S. | | | 7,612 | | | | 7,487 | | | | 7,340 | | | | 2 | | | | 2 | |
International priority | | | 3,048 | | | | 3,303 | | | | 3,184 | | | | (8 | ) | | | 4 | |
International airfreight | | | 1,066 | | | | 1,171 | | | | 1,235 | | | | (9 | ) | | | (5 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total average daily freight pounds | | | 11,726 | | | | 11,961 | | | | 11,759 | | | | (2 | ) | | | 2 | |
| | | | | | | | | | | | | | | | | | | | |
Revenue per pound (yield): | | | | | | | | | | | | | | | | | | | | |
U.S. | | $ | 1.32 | | | $ | 1.30 | | | $ | 1.17 | | | | 2 | | | | 11 | |
International priority | | | 2.16 | | | | 2.16 | | | | 2.12 | | | | — | | | | 2 | |
International airfreight | | | 1.01 | | | | 1.02 | | | | 0.90 | | | | (1 | ) | | | 13 | |
Composite freight yield | | | 1.51 | | | | 1.51 | | | | 1.40 | | | | — | | | | 8 | |
| (1) | International domestic statistics include our international intra-country express operations, including acquisitions in India (February 2011), Mexico (July 2011), Poland (June 2012), France (July 2012), and Brazil (July 2012). |
Revenues
Our revenues increased 2% in 2013 primarily due to the impact of new business acquisitions. Core revenue growth was constrained by global economic conditions as revenue growth from higher international export volume was offset by decreased yields due to shifts in demand from our priority international services to our economy international services and lower rates. In 2013, international domestic revenues increased 64% due to recent acquisitions in Brazil, France and Poland. International export revenues were down in 2013 as revenue per package decreased 3% due to the demand shift to our lower-yielding economy services as well as lower rates, while volume increased 3% driven by our economy services. A decrease in U.S. domestic package volumes more than offset an increase in U.S. domestic package yield, resulting in slightly lower U.S. domestic package revenues in 2013. Total average daily freight pounds decreased 2% in 2013 due to weakness in economic global conditions.
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Our revenues increased 7% in 2012 primarily due to an increase in U.S. domestic and international export package yields, partially offset by decreases in U.S. domestic and international export package volumes. In 2012, U.S. domestic package yields increased 10% due to higher fuel surcharges and increased rate per pound. International export package yields increased 8% in 2012 due to higher fuel surcharges, increased package weights and increased rate per pound. Continued softness in the global economy resulted in decreased demand for our U.S. domestic and international export package services in 2012. International export revenue growth was negatively impacted by a lower-yielding mix of services, consisting of growth in deferred services and declines in premium services.
Our fuel surcharges are indexed to the spot price for jet fuel. Using this index, the U.S. domestic and outbound fuel surcharge and the international fuel surcharges ranged as follows for the years ended May 31:
| | | | | | | | | | | | |
| | | 2013 | | | 2012 | | | 2011 | |
U.S. Domestic and Outbound Fuel Surcharge: | | | | | | | | | | | | |
Low | | | 10.00 | % | | | 11.50 | % | | | 7.00 | % |
High | | | 14.50 | | | | 16.50 | | | | 15.50 | |
Weighted-average | | | 11.84 | | | | 14.23 | | | | 9.77 | |
| | | |
International Fuel Surcharges: | | | | | | | | | | | | |
Low | | | 12.00 | | | | 13.50 | | | | 7.00 | |
High | | | 20.50 | | | | 23.00 | | | | 21.00 | |
Weighted-average | | | 17.02 | | | | 17.45 | | | | 12.36 | |
In both January 2013 and 2012, we implemented a 5.9% average list price increase for FedEx Express U.S. domestic, U.S. export and U.S. import services, while we lowered our fuel surcharge index by two percentage points.
Business Realignment, Impairment and Other Charges
During 2013, FedEx announced profit improvement programs primarily through initiatives at FedEx Express and FedEx Services that include the following:
| | • | | Cost reductions in selling, general and administrative functions, through headcount reductions, streamlining of processes and elimination of less essential work, as well as deriving greater value from strategic sourcing |
| | • | | Modernization of our aircraft fleet, transformation of our U.S. domestic operations and international profit improvements |
| | • | | Improved efficiencies and lower costs of information technology at FedEx Services |
During 2013, FedEx conducted a program to offer voluntary cash buyouts to eligible U.S.-based employees in certain staff functions. The voluntary buyout program includes voluntary severance payments and funding to healthcare reimbursement accounts, with the voluntary severance calculated based on four weeks of gross base salary for every year of FedEx service up to a maximum payment of two years of pay. This program was completed in the fourth quarter. Eligible employees are scheduled to vacate positions in phases to ensure a smooth transition in the impacted functions so that we maintain service levels to our customers. Costs of the benefits provided under the voluntary program were recognized as special termination benefits in the period that eligible employees accepted their offers.
We incurred costs of $401 million during 2013 associated with the FedEx business realignment activities, both directly and through intercompany allocations primarily from FedEx Services. These costs related primarily to severance for employees who accepted voluntary buyouts in the third and fourth quarters of 2013. Payments will be made at the time of departure. The direct costs of the buyout program are included in the caption “Business realignment, impairment and other charges” while the allocated costs are included in the caption “Intercompany charges” in our consolidated statements of income. Also included in those captions are other external costs directly attributable to our business realignment activities, such as professional fees.
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In addition, actions in 2012 related to fleet modernization resulted in accelerated depreciation of $69 million in 2013 included in the caption “Depreciation and amortization” in our consolidated statements of income as we shortened the lives of certain aircraft.
In May 2013, we made the decision to retire from service two Airbus A310-200 aircraft and four related engines, three Airbus A310-300 aircraft and two related engines, and five Boeing MD10-10 aircraft and 15 related engines. As a consequence of this decision, a noncash impairment charge of $100 million was recorded in the fourth quarter. The decision to retire these aircraft, which were temporarily idled and not in revenue service, will align with our plans to modernize our aircraft fleet and improve our global network.
In May 2012, we retired from service 24 aircraft and related engines, the majority of which were temporarily idled and not in revenue service. As a consequence of this decision, a noncash impairment charge of $134 million was recorded in the fourth quarter of 2012.
Operating Income
Our operating results were negatively impacted by $401 million of costs associated with our business realignment program, both directly and through intercompany allocations. Additionally, results for 2013 were negatively impacted by a $100 million impairment charge as a result of the decision to retire 10 aircraft and related engines from service. We incurred $69 million in year-over-year incremental depreciation costs in 2013 due to the decision in 2012 to accelerate the retirement of certain aircraft. Operating income and operating margin also decreased in 2013 due to the demand shift toward lower-yielding international services. Operating comparisons were also impacted by an aircraft impairment charge in 2012 and a legal reserve accrual reversal as discussed below.
Salaries and benefits increased 4% in 2013 due to recent acquisitions and higher pension costs, partially offset by lower incentive compensation accruals. Purchased transportation costs increased 22% in 2013 due to recent business acquisitions. Other operating expenses increased 8% due to the impact of recent business acquisitions and the negative year-over-year comparison of the legal reserve accrual reversal in 2012. Depreciation and amortization expense increased 16% in 2013 as a result of aircraft recently placed into service and accelerated depreciation due to the shortened life of certain aircraft.
Our aircraft maintenance and repairs costs are largely driven by aircraft utilization and required periodic maintenance events. When newer aircraft are introduced into our operating fleet, less maintenance costs are incurred. As a part of our fleet modernization program, we have retired older, less efficient aircraft prior to required periodic maintenance events and have introduced newly manufactured aircraft into the fleet. As a result, a decrease in maintenance and repairs costs was experienced in 2013 and 2012.
Fuel costs decreased 4% in 2013 due to lower jet fuel prices and lower aircraft fuel usage. Based on a static analysis of the net impact of year-over-year changes in fuel prices compared to year-over-year changes in fuel surcharges, fuel had a slightly positive impact in 2013. This analysis considers the estimated impact of the reduction in fuel surcharges included in the base rates charged for our services.
Our operating income increased 3% in 2012 primarily due to the benefit from the timing lag that exists between when fuel prices change and when indexed fuel surcharges automatically adjust and U.S. domestic and international export package yield improvements. Our results reflect the impact of two one-time items in 2012. Our results for 2012 were negatively impacted by $134 million as a result of our decision to retire from service 24 aircraft and related engines (see “Business Realignment, Impairment and Other Charges” above). Our 2012 operating results were favorably impacted by the reversal of a legal reserve of $66 million that was initially recorded in 2011. Our results also benefited from a milder winter compared to the negative impact of unusually severe winter weather in 2011.
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Salaries and employee benefits increased 5% in 2012 due to higher incentive compensation accruals and the full reinstatement of 401(k) company-matching contributions effective January 1, 2011. Purchased transportation costs increased 9% in 2012 due to business acquisitions in India and Mexico and higher utilization of third-party transportation providers, primarily in Europe. Intercompany charges increased 7% in 2012 due to higher allocated variable incentive compensation expenses.
Fuel costs increased 21% in 2012 due to increases in the average price per gallon of fuel. Fuel usage in 2012 was down slightly.
Other Income and Expense and Income Taxes
Other expense increased in 2013 primarily driven by foreign currency translation due to global currency volatility and higher management fees from FedEx. Net interest income increased during 2012 primarily due to an increase in capitalized interest related to progress payments on aircraft purchases. Other expense decreased in 2012 primarily due to foreign currency gains and lower management fees from FedEx.
Our effective tax rate was 35.0% in 2013, 34.6% in 2012 and 35.9% in 2011. Our 2012 rate was favorably impacted by the conclusion of the Internal Revenue Service audit of our 2007-2009 consolidated income tax returns. Our permanent reinvestment strategy with respect to unremitted earnings of our foreign subsidiaries provided a 6.0% benefit to our 2013 effective tax rate. Our total permanently reinvested foreign earnings were $1.3 billion at the end of 2013 and $985 million at the end of 2012.
Our current federal income tax expenses in 2013, 2012 and 2011 were significantly reduced by accelerated depreciation deductions we claimed under provisions of the American Taxpayer Relief Act of 2013 and the Tax Relief and the Small Business Jobs Acts of 2010. Those Acts, designed to stimulate new business investment in the U.S., accelerated our depreciation deductions for qualifying investments, such as our Boeing 777 Freighter (“B777F”) aircraft. These were timing benefits only, in that depreciation accelerated into an earlier year is foregone in later years. Our 2013 current provision for federal income taxes was, therefore, higher than in 2012 and 2011.
The components of the provision for federal income taxes for the years ended May 31 were as follows (in millions):
| | | | | | | | | | | | |
| | | 2013 | | | 2012 | | | 2011 | |
Current | | $ | (123 | ) | | $ | (510 | ) | | $ | (227 | ) |
Deferred | | | 180 | | | | 753 | | | | 447 | |
| | | | | | | | | | | | |
Total Federal Provision | | $ | 57 | | | $ | 243 | | | $ | 220 | |
| | | | | | | | | | | | |
For 2014, we expect our effective tax rate to be between 36.5% and 37.0%. The actual rate, however, will depend on a number of factors, including the amount and source of operating income. We also expect our current federal income tax expense will increase in 2014 due to lower accelerated depreciation benefits than in prior years.
Additional information on income taxes, including our effective tax rate reconciliation, liabilities for uncertain tax positions and global tax profile can be found in Note 9 of the accompanying consolidated financial statements.
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Business Acquisitions
During 2013, we expanded our international service offerings by completing the following business acquisitions:
| | • | | Rapidão Cometa Logística e Transporte S.A., a Brazilian transportation and logistics company, for $398 million in cash from operations on July 4, 2012 |
| | • | | TATEX, a French express transportation company, for $55 million in cash from operations on July 3, 2012 |
| | • | | Opek Sp. z o.o., a Polish domestic express package delivery company, for $54 million in cash from operations on June 13, 2012 |
These acquisitions give us more robust transportation networks within these countries and added capabilities in these important international markets. See Note 3 of the accompanying consolidated financial statements for further discussion of these acquisitions.
In 2012, we completed our acquisition of Servicios Nacionales Mupa, S.A. de C.V. (MultiPack), a Mexican domestic express package delivery company, for $128 million in cash from operations on July 25, 2011. In 2011, we completed the acquisition of the Indian logistics, distribution and express businesses of AFL Pvt. Ltd. and its affiliate Unifreight India Pvt. Ltd. for $96 million in cash from operations on February 22, 2011.
The financial results of these acquired businesses are included in our results from the date of acquisition and were not material, individually or in the aggregate, to our results of operations and therefore, pro forma financial information has not been presented. Substantially all of the purchase price was allocated to goodwill.
On June 20, 2013, we signed agreements to acquire the businesses operated by our current service provider Supaswift (Pty) Ltd. in five countries in Southern Africa. The acquisition will be funded with cash from operations and is expected to be completed in the second half of 2014, subject to customary closing conditions. The financial results of the acquired businesses will be included in our results from the date of acquisition and will be immaterial to our 2014 results.
Outlook
We expect revenues and earnings to increase during 2014 due to slight growth in our international package and international domestic services. In addition, we expect operating income to improve through ongoing execution of our profit improvement programs including improving yields, adjusting network capacity and reducing structural costs. However, the demand shift from our priority international services to our economy international services will continue to constrain earnings growth in 2014. Base yields on priority international services continue to weaken based on our customers’ accelerating preference for our lower-yielding services. Given the persistence of this trend, we will continue evaluating further actions to adjust our network capacity and shift lower yielding services into lower cost delivery networks.
Capital expenditures are expected to increase in 2014 driven by an increase in aircraft investment. We will continue to modernize our aircraft fleet during 2014 by adding newer aircraft that are more reliable, fuel-efficient and technologically advanced, and retiring older, less-efficient aircraft. Due to the accelerated retirement of certain aircraft and related engines to aid in modernizing our fleet and improving our global network, we expect an additional $74 million in year-over-year depreciation expense in 2014.
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In April 2013, we were selected as the sole awardee of the recent U.S. Postal Service air cargo solicitation, representing the majority of the United States Postal Service’s (“USPS”) air linehaul traffic. This new seven year agreement begins on October 1, 2013. The agreement provides reduced rates for the USPS versus the prior agreement and offers the opportunity for incremental revenue.
See “Risk Factors” for a discussion of potential risks and uncertainties that could materially affect our future performance.
Seasonality of Business
Our business is 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. Shipment levels, operating costs and earnings for our company can also be adversely affected by inclement weather, particularly the impact of severe winter weather in our third fiscal quarter.
Contractual Cash Obligations
Our expected capital expenditures for 2014 include $1.4 billion in investments for delivery of aircraft as well as progress payments toward future aircraft deliveries. We have several aircraft modernization programs underway which are supported by the purchase of B777F, Boeing 767-300 Freighter (“B767F”) and Boeing 757 (“B757”) aircraft. These aircraft are significantly more fuel-efficient per unit than the aircraft types previously utilized, and these expenditures are necessary to achieve significant long-term operating savings and to replace older aircraft. Our ability to delay the timing of these aircraft-related expenditures is limited without incurring significant costs to modify existing purchase agreements. During 2013, we entered into an agreement to purchase 14 additional B757 aircraft, the delivery of which began in 2013 and will continue through 2014. The agreement provides the option to purchase up to 16 additional B757 aircraft, subject to the satisfaction of certain conditions. In addition, we entered into agreements to purchase an additional 23 B767F aircraft, the delivery of which will occur between 2014 and 2019. The delivery of two firm B777F aircraft orders were also deferred from 2015 to 2016.
Effective as of June 14, 2013, we entered into a supplemental agreement to purchase 13 of the 16 B757 option aircraft noted above. Delivery of the aircraft will occur during 2014 and 2015.
RECENT ACCOUNTING GUIDANCE
New accounting rules and disclosure requirements can significantly impact our reported results and the comparability of our financial statements.
On June 1, 2012, we adopted the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) on the presentation of comprehensive income. The new guidance requires companies to report components of comprehensive income by including comprehensive income on the face of the income statement or in a separate statement of comprehensive income. We have adopted this guidance by including a separate statement of comprehensive income for the three years ending May 31, 2013 and by including expanded accumulated other comprehensive income disclosure requirements in the notes to our consolidated financial statements. In addition on June 1, 2012, we adopted the FASB’s amendments to the fair value measurements and disclosure requirements, which expanded existing disclosure requirements regarding the fair value of our long-term debt.
In February 2013, the FASB issued new guidance requiring additional information about reclassification adjustments out of comprehensive income, including changes in comprehensive income balances by component and significant items reclassified out of comprehensive income. This new standard is effective for our fiscal year ending May 31, 2014 and will have no impact on our financial condition or results of operations.
In May 2013, the FASB issued a revised exposure draft outlining proposed changes to the accounting for leases. Under the revised exposure draft, the recognition, measurement and presentation of expenses and cash flows arising from a lease would depend primarily on whether the lessee is expected to consume more than an insignificant portion of the economic benefits embedded in the underlying asset. A right-of-use asset and a liability to make lease payments will be recognized on the balance sheet for all leases (except short-term leases). The enactment of this proposal will have a significant impact on our accounting and financial reporting. The FASB has not yet proposed an effective date of this proposal.
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We believe that no other new accounting guidance was adopted or issued during 2013 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.
RISK FACTORS
Our financial and operating results are subject to many risks and uncertainties, as described below.
We are directly affected by the state of the economy. While macro-economic risks apply to most companies, we are particularly vulnerable. The transportation industry is highly cyclical and especially susceptible to trends in economic activity. Our primary business is to transport goods, so our business levels are directly tied to the purchase and production of goods — key macro-economic measurements. When individuals and companies purchase and produce fewer goods, we transport fewer goods, and as companies expand the number of distribution centers and move manufacturing closer to consumer markets, we transport goods shorter distances. In addition, we have a relatively high fixed-cost structure, which is difficult to quickly adjust to match shifting volume levels. Moreover, as we continue to grow our international business, we are increasingly affected by the health of the global economy and the typically more volatile economies of emerging markets. In 2013, slower than expected economic growth resulted in a continued customer preference for slower, less costly shipping services, which had a negative impact on our profitability.
Our business depends 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 ethics. The FedEx brand name and our 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 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 the FedEx brand.
We rely heavily on information and technology to operate our transportation and business networks, and any disruption to FedEx’s technology infrastructure or the Internet could harm our operations and our reputation among customers. Our ability to attract and retain customers and to compete effectively depends in part upon the sophistication and reliability of FedEx’s technology network, including the ability to provide features of service that are important to our customers. External and internal risks, such as malware, code anomalies, “Acts of God,” attempts to penetrate FedEx’s networks, data leakage and human error, pose a direct threat to FedEx’s services and data. Any disruption to the Internet or FedEx’s complex, global technology infrastructure, including those impacting FedEx’s computer systems and customer Web sites, could adversely impact our customer service, volumes, and revenues and result in increased 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 FedEx has invested and continues to invest in technology security initiatives, information technology risk management and disaster recovery plans, these measures cannot fully insulate FedEx from technology disruptions or data loss and the resulting adverse effect on our operations and financial results.
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Our transportation business is 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. Even if we are able to offset the cost of fuel with our surcharges, high fuel surcharges could move our customers away from our higher-yielding services to our lower-yielding 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 network.
Our business is 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 and other assets to support our network. We also make significant investments to rebrand, integrate and grow the companies that we acquire. The amount and timing of capital investments depend on various factors, including our anticipated volume growth. We must make commitments to purchase or modify aircraft years before the aircraft are actually needed. We must predict volume levels and fleet requirements and make commitments for aircraft based on those projections. Missing our projections could result in too much or too little capacity relative to our shipping volumes. Overcapacity could lead to asset dispositions or write-downs and undercapacity could negatively impact service levels. For example, in the fourth quarter of 2013, we made a decision to retire from service certain aircraft and excess aircraft engines and thus recorded a noncash impairment charge of $100 million.
We face intense competition.The express transportation market is 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 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.
If we do not effectively operate, integrate, leverage and grow acquired businesses, our financial results and reputation may suffer. Our strategy for long-term growth, productivity and profitability depends in part on our ability to make prudent strategic acquisitions and to realize the benefits we expect when we make those acquisitions. In furtherance of this strategy, in 2013, we made strategic acquisitions in Poland, France and Brazil. While we expect these and future acquisitions to enhance our value proposition to customers and improve our long-term profitability, there can be no assurance that we will realize our expectations within the time frame we have established, if at all.
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 our pilots, all of our U.S. employees have thus far chosen not to unionize. 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 of our employees from the purview of the Railway Labor Act of 1926, as amended (the “RLA”). For additional discussion of the RLA, see Part I, Item 1 of this Annual Report on Form 10-K under the caption “Regulation.” Such legislation could expose our customers to the type of service disruptions that the RLA was designed to prevent — local work stoppages in key areas that interrupt the timely flow of shipments of time-sensitive, high-value goods throughout our global network. Such disruptions could threaten our ability to provide competitively priced shipping options and ready access to global markets. 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.
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Failure to execute on our business realignment program will cause our future financial results to suffer.In 2013, we announced profit improvement programs that include cost reductions, modernization of our aircraft fleet, transformation of our U.S. domestic operations and international profit improvements. To this end, during 2013, we conducted a program to offer voluntary cash buyouts to eligible U.S.-based employees in certain staff functions. Additionally, we announced in May 2013 our decision to retire from service 10 aircraft and related engines, as well as to shorten the depreciable lives of an additional 76 aircraft and related engines, in an effort to modernize our aircraft fleet and improve our global network. We will continue to work towards the plan of annual profitability improvement of $1.6 billion by the end of 2016, but if we are not able to reach this goal in the face of challenging economic conditions, our future financial results may suffer.
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 require us 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. Moreover, a terrorist attack directed at FedEx or other aspects of the transportation infrastructure could disrupt our operations and adversely impact demand for our services.
The regulatory environment for global aviation or other transportation rights may impact our operations. Our extensive air network is critical to our success. Our right to serve foreign points is subject to the approval of the Department of Transportation and generally requires a bilateral agreement between the United States and foreign governments. In addition, we must obtain the permission of foreign governments to provide specific flights and services. Our 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, our ability 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 network.
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 emissions. For example, during 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 our flights to and from any airport in any member state of the European Union are now covered by the ETS requirements, and each year we are required to submit emission allowances in an amount equal to the carbon dioxide emissions from such flights. Because the European Union ETS is being contested by many countries on a number of fronts, and the effective date for parts of the ETS has been delayed until next year, the future impact on us is unclear. In addition, the U.S. Congress has, in the past, considered bills that would regulate GHG emissions, and some form of federal climate change legislation is possible in the future. Increased regulation regarding GHG emissions, especially aircraft emissions, could impose substantial costs on us. 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. 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.
35
A localized disaster in a key geography could adversely impact our business.While we operate an integrated network with assets distributed throughout the world, there are concentrations of key assets within our network that are exposed to 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 FedEx’s 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 of ours, and thus, disruptions or modifications in services by the USPS as a consequence of the USPS’s current financial difficulties or any resulting structural changes to its operations, network, service offerings or pricing could have an adverse effect on our operations and financial results.
We are also subject to other risks and uncertainties that affect many other businesses, including:
| | • | | increasing costs, the volatility of costs and funding requirements and other legal mandates for employee benefits, especially pension and healthcare benefits; |
| | • | | the increasing costs of compliance with federal and state governmental agency mandates 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 business resulting from new domestic or international government laws and regulation; |
| | • | | changes in foreign currency exchange rates, especially in the Chinese yuan, euro, Brazilian real, Canadian dollar and the British pound, which can affect our sales levels and foreign currency sales prices; |
| | • | | market acceptance of our new service and growth initiatives; |
| | • | | any liability resulting from and the costs of defending against class-action litigation, such as wage-and-hour and discrimination and retaliation claims, and any other legal or governmental proceedings; |
| | • | | the outcome of future negotiations to reach new collective bargaining agreements — including with the union that represents our pilots (the current pilot contract became amendable in March 2013, and the parties are currently in negotiations); |
| | • | | the impact of technology developments on our operations and on demand for our services, and FedEx’s ability to continue to identify and eliminate unnecessary information technology redundancy and complexity throughout the FedEx organization; |
| | • | | widespread outbreak of an illness or any other communicable disease, or any other public health crisis; and |
| | • | | availability of financing on terms acceptable to FedEx and FedEx’s ability to maintain its current credit ratings, especially given the capital intensity of our operations. |
FORWARD-LOOKING STATEMENTS
Certain statements in this report, including (but not limited to) those contained in “Outlook” 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,
36
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 FedEx’s 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 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.
37
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 at FedEx. 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, FedEx’s Audit Committee and our staff of highly qualified financial and legal professionals.
Management, with the participation of our principal executive and financial officers, assessed our internal control over financial reporting as of May 31, 2013, 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 (the COSO criteria).
Based on this assessment, management has concluded that our internal control over financial reporting was effective as of May 31, 2013.
The effectiveness of our internal control over financial reporting as of May 31, 2013, 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.
38
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholder
Federal Express Corporation
We have audited Federal Express Corporation’s internal control over financial reporting as of May 31, 2013, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Federal Express 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, Federal Express Corporation maintained, in all material respects, effective internal control over financial reporting as of May 31, 2013, 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 Federal Express Corporation as of May 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, changes in owner’s equity and cash flows for each of the three years in the period ended May 31, 2013 of Federal Express Corporation and our report dated July 15, 2013 expressed an unqualified opinion thereon.
Memphis, Tennessee
July 15, 2013
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REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholder
Federal Express Corporation
We have audited the accompanying consolidated balance sheets of Federal Express Corporation as of May 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, changes in owner’s equity and cash flows for each of the three years in the period ended May 31, 2013. 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 Federal Express Corporation at May 31, 2013 and 2012, and the consolidated results of its operations and its cash flows for each of the three years in the period ended May 31, 2013, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Federal Express Corporation’s internal control over financial reporting as of May 31, 2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated July 15, 2013 expressed an unqualified opinion thereon.
Memphis, Tennessee
July 15, 2013
40
FEDERAL EXPRESS CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS)
| | | | | | | | |
| | | May 31, | |
| | | 2013 | | | 2012 | |
ASSETS | | | | | | | | |
| | |
CURRENT ASSETS | | | | | | | | |
Cash and cash equivalents | | $ | 769 | | | $ | 712 | |
Receivables, less allowances of $84 and $87 | | | 1,595 | | | | 1,660 | |
Spare parts, supplies and fuel, less allowances of $204 and $183 | | | 385 | | | | 370 | |
Deferred income taxes | | | 359 | | | | 329 | |
Due from parent company and other FedEx subsidiaries | | | 430 | | | | 428 | |
Prepaid expenses and other | | | 94 | | | | 94 | |
| | | | | | | | |
| | |
Total current assets | | | 3,632 | | | | 3,593 | |
| | |
PROPERTY AND EQUIPMENT, AT COST | | | | | | | | |
| | |
Aircraft and related equipment | | | 14,716 | | | | 14,361 | |
Package handling and ground support equipment | | | 2,713 | | | | 2,551 | |
Vehicles | | | 2,173 | | | | 1,938 | |
Computer and electronic equipment | | | 832 | | | | 736 | |
Facilities and other | | | 3,950 | | | | 3,792 | |
| | | | | | | | |
| | | 24,384 | | | | 23,378 | |
Less accumulated depreciation and amortization | | | 11,538 | | | | 11,509 | |
| | | | | | | | |
| | |
Net property and equipment | | | 12,846 | | | | 11,869 | |
| | |
OTHER LONG-TERM ASSETS | | | | | | | | |
Goodwill | | | 1,526 | | | | 1,155 | |
Other assets | | | 959 | | | | 1,110 | |
| | | | | | | | |
| | |
Total other long-term assets | | | 2,485 | | | | 2,265 | |
| | | | | | | | |
| | |
| | $ | 18,963 | | | $ | 17,727 | |
| | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
41
FEDERAL EXPRESS CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT SHARE DATA)
| | | | | | | | |
| | | May 31, | |
| | | 2013 | | | 2012 | |
LIABILITIES AND OWNER’S EQUITY | | | | | | | | |
| | |
CURRENT LIABILITIES | | | | | | | | |
Current portion of long-term debt | | $ | — | | | $ | 416 | |
Accrued salaries and employee benefits | | | 990 | | | | 991 | |
Accounts payable | | | 1,270 | | | | 1,131 | |
Accrued expenses | | | 972 | | | | 954 | |
Due to other FedEx subsidiaries | | | 1,064 | | | | 153 | |
| | | | | | | | |
| | |
Total current liabilities | | | 4,296 | | | | 3,645 | |
| | |
LONG-TERM DEBT, LESS CURRENT PORTION | | | 240 | | | | 239 | |
| | |
OTHER LONG-TERM LIABILITIES | | | | | | | | |
Deferred income taxes | | | 2,833 | | | | 2,637 | |
Pension, postretirement healthcare and other benefit obligations | | | 1,120 | | | | 1,052 | |
Self-insurance accruals | | | 650 | | | | 643 | |
Deferred lease obligations | | | 683 | | | | 695 | |
Deferred gains, principally related to aircraft transactions | | | 223 | | | | 249 | |
Other liabilities | | | 100 | | | | 113 | |
| | | | | | | | |
| | |
Total other long-term liabilities | | | 5,609 | | | | 5,389 | |
| | |
COMMITMENTS AND CONTINGENCIES | | | | | | | | |
| | |
OWNER’S EQUITY | | | | | | | | |
Common stock, $0.10 par value; 1,000 shares authorized, issued and outstanding | | | — | | | | — | |
Additional paid-in capital | | | 608 | | | | 608 | |
Retained earnings | | | 8,246 | | | | 7,916 | |
Accumulated other comprehensive loss | | | (36 | ) | | | (70 | ) |
| | | | | | | | |
| | |
Total owner’s equity | | | 8,818 | | | | 8,454 | |
| | | | | | | | |
| | |
| | $ | 18,963 | | | $ | 17,727 | |
| | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
42
FEDERAL EXPRESS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(IN MILLIONS)
| | | | | | | | | | | | |
| | | Years ended May 31, | |
| | | 2013 | | | 2012 | | | 2011 | |
| | | |
REVENUES | | $ | 26,193 | | | $ | 25,766 | | | $ | 23,990 | |
| | | |
OPERATING EXPENSES: | | | | | | | | | | | | |
Salaries and employee benefits | | | 9,730 | | | | 9,365 | | | | 8,919 | |
Purchased transportation | | | 1,649 | | | | 1,357 | | | | 1,243 | |
Rentals and landing fees | | | 1,659 | | | | 1,657 | | | | 1,650 | |
Depreciation and amortization | | | 1,338 | | | | 1,157 | | | | 1,048 | |
Fuel | | | 4,129 | | | | 4,304 | | | | 3,553 | |
Maintenance and repairs | | | 1,239 | | | | 1,327 | | | | 1,348 | |
Business realignment, impairment and other charges | | | 243 | | | | 134 | | | | — | |
Intercompany charges | | | 2,344 | | | | 2,163 | | | | 2,015 | |
Other | | | 3,308 | | | | 3,054 | | | | 3,008 | |
| | | | | | | | | | | | |
| | | 25,639 | | | | 24,518 | | | | 22,784 | |
| | | | | | | | | | | | |
| | | |
OPERATING INCOME | | | 554 | | | | 1,248 | | | | 1,206 | |
| | | |
OTHER INCOME (EXPENSE): | | | | | | | | | | | | |
Interest income | | | 42 | | | | 34 | | | | 10 | |
Other, net | | | (88 | ) | | | (45 | ) | | | (76 | ) |
| | | | | | | | | | | | |
| | | (46 | ) | | | (11 | ) | | | (66 | ) |
| | | | | | | | | | | | |
| | | |
INCOME BEFORE INCOME TAXES | | | 508 | | | | 1,237 | | | | 1,140 | |
| | | |
PROVISION FOR INCOME TAXES | | | 178 | | | | 429 | | | | 409 | |
| | | | | | | | | | | | |
| | | |
NET INCOME | | $ | 330 | | | $ | 808 | | | $ | 731 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
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FEDERAL EXPRESS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN MILLIONS)
| | | | | | | | | | | | |
| | | Years Ended May 31, | |
| | | 2013 | | | 2012 | | | 2011 | |
| | | |
NET INCOME | | $ | 330 | | | $ | 808 | | | $ | 731 | |
| | | |
OTHER COMPREHENSIVE INCOME (LOSS): | | | | | | | | | | | | |
Foreign currency translation adjustments, net of tax benefit of $13 and $22 in 2013 and 2012 and tax expense of $24 in 2011 | | | 36 | | | | (84 | ) | | | 120 | |
Amortization of unrealized pension actuarial gains/losses and other, net of tax benefit of $14, $42, and $6 | | | (2 | ) | | | (104 | ) | | | (7 | ) |
| | | | | | | | | | | | |
| | | 34 | | | | (188 | ) | | | 113 | |
| | | | | | | | | | | | |
| | | |
COMPREHENSIVE INCOME | | $ | 364 | | | $ | 620 | | | $ | 844 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
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FEDERAL EXPRESS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
| | | | | | | | | | | | |
| | | Years ended May 31, | |
| | | 2013 | | | 2012 | | | 2011 | |
Operating Activities: | | | | | | | | | | | | |
Net income | | $ | 330 | | | $ | 808 | | | $ | 731 | |
Adjustments to reconcile net income to cash provided by operating activities: | | | | | | | | | | | | |
Depreciation and amortization | | | 1,338 | | | | 1,157 | | | | 1,048 | |
Provision for uncollectible accounts | | | 135 | | | | 117 | | | | 117 | |
Deferred income taxes and other noncash items | | | 128 | | | | 734 | | | | 425 | |
Business realignment, impairment and other charges | | | 174 | | | | 134 | | | | — | |
Changes in assets and liabilities: | | | | | | | | | | | | |
Receivables | | | (12 | ) | | | (194 | ) | | | (138 | ) |
Other current assets | | | 44 | | | | 152 | | | | 174 | |
Accounts payable and other liabilities | | | 845 | | | | 16 | | | | 270 | |
Other, net | | | 3 | | | | (5 | ) | | | (6 | ) |
| | | | | | | | | | | | |
| | | |
Cash provided by operating activities | | | 2,985 | | | | 2,919 | | | | 2,621 | |
| | | |
Investing Activities: | | | | | | | | | | | | |
Capital expenditures | | | (2,055 | ) | | | (2,680 | ) | | | (2,453 | ) |
Proceeds from asset dispositions and other | | | 25 | | | | 11 | | | | 16 | |
Business acquisitions, net of cash acquired | | | (483 | ) | | | (116 | ) | | | (96 | ) |
| | | | | | | | | | | | |
| | | |
Cash used in investing activities | | | (2,513 | ) | | | (2,785 | ) | | | (2,533 | ) |
| | | |
Financing Activities: | | | | | | | | | | | | |
Principal payments on debt | | | (417 | ) | | | (29 | ) | | | (12 | ) |
| | | | | | | | | | | | |
| | | |
Cash used in financing activities | | | (417 | ) | | | (29 | ) | | | (12 | ) |
| | | | | | | | | | | | |
| | | |
Effect of exchange rate changes on cash | | | 2 | | | | (19 | ) | | | 38 | |
| | | | | | | | | | | | |
Net increase in cash and cash equivalents | | | 57 | | | | 86 | | | | 114 | |
Cash and cash equivalents at beginning of period | | | 712 | | | | 626 | | | | 512 | |
| | | | | | | | | | | | |
| | | |
Cash and cash equivalents at end of period | | $ | 769 | | | $ | 712 | | | $ | 626 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
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FEDERAL EXPRESS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN OWNER’S EQUITY
(IN MILLIONS)
| | | | | | | | | | | | | | | | | | | | |
| | | Common
Stock | | | Additional
Paid-in
Capital | | | Retained
Earnings | | | Accumulated
Other
Comprehensive
Income (Loss) | | | Total
Owner’s
Equity | |
| | | | | |
Balance at May 31, 2010 | | $ | — | | | $ | 608 | | | $ | 6,376 | | | $ | 5 | | | $ | 6,989 | |
| | | | | | | | | | | | | | | | | | | | |
Net income | | | — | | | | — | | | | 731 | | | | — | | | | 731 | |
Other comprehensive gain, net of tax of $18 | | | — | | | | — | | | | — | | | | 113 | | | | 113 | |
| | | | | | | | | | | | | | | | | | | | |
Balance at May 31, 2011 | | | — | | | | 608 | | | | 7,107 | | | | 118 | | | | 7,833 | |
| | | | | | | | | | | | | | | | | | | | |
Net income | | | — | | | | — | | | | 808 | | | | — | | | | 808 | |
Other comprehensive loss, net of tax of $64 | | | — | | | | — | | | | — | | | | (188 | ) | | | (188 | ) |
Transfer from other FedEx subsidiaries | | | — | | | | — | | | | 1 | | | | — | | | | 1 | |
| | | | | | | | | | | | | | | | | | | | |
Balance at May 31, 2012 | | | — | | | | 608 | | | | 7,916 | | | | (70 | ) | | | 8,454 | |
| | | | | | | | | | | | | | | | | | | | |
Net income | | | — | | | | — | | | | 330 | | | | — | | | | 330 | |
Other comprehensive gain, net of tax of $27 | | | — | | | | — | | | | — | | | | 34 | | | | 34 | |
| | | | | | | | | | | | | | | | | | | | |
Balance at May 31, 2013 | | $ | — | | | $ | 608 | | | $ | 8,246 | | | $ | (36 | ) | | $ | 8,818 | |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
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FEDERAL EXPRESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS. Federal Express Corporation (“FedEx Express”) is the world’s largest express transportation company and a wholly owned subsidiary of FedEx Corporation (“FedEx”).
FISCAL YEARS. Except as otherwise specified, references to years indicate our fiscal year ended May 31, 2013 or ended May 31 of the year referenced.
PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include the accounts of FedEx Express 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. Revenue is recognized upon delivery of shipments. 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.
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.
ACCOUNTS RECEIVABLE ARRANGEMENT. We maintain an accounts receivable arrangement with FedEx TechConnect, Inc. (“FedEx TechConnect”), a subsidiary of FedEx Corporate Services, Inc. (“FedEx Services”). FedEx Services is a wholly owned subsidiary of FedEx. Under this arrangement, FedEx TechConnect records and collects receivables associated with our domestic package delivery functions, while we continue to recognize revenue for the transportation services provided. Our net receivables recorded by FedEx TechConnect totaled $1.6 billion at May 31, 2013 and $1.4 billion at May 31, 2012. See Note 16 for further discussion of this arrangement.
CREDIT RISK. We routinely grant credit to many of our customers for transportation 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.
ADVERTISING. Advertising and promotion costs are expensed as incurred and are classified in other operating expenses. Advertising and promotion expenses were $109 million in 2013, $102 million in 2012 and $92 million in 2011. In addition, FedEx Services performs marketing functions for us and the related charges are allocated to us and are reflected on the line item “Intercompany charges” on the consolidated statements of income. We believe the total amounts allocated approximate the costs of providing such services.
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.
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SPARE PARTS, SUPPLIES AND FUEL. Spare parts (principally aircraft-related) are reported at weighted-average cost. Allowances for obsolescence are provided for spare parts 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. Supplies are reported at standard cost and fuel is reported at weighted 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 are charged to expense as incurred. 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 depreciable lives and net book value of our property and equipment are as follows (dollars in millions):
| | | | | | | | | | | | |
| | | | | | Net Book Value at May 31, | |
| | | Range | | | 2013 | | | 2012 | |
Wide-body aircraft and related equipment | | | 15 to 30 years | | | $ | 7,191 | | | $ | 7,161 | |
Narrow-body and feeder aircraft and related equipment | | | 5 to 18 years | | | | 2,284 | | | | 1,881 | |
Package handling and ground support equipment | | | 5 to 30 years | | | | 676 | | | | 598 | |
Vehicles | | | 3 to 12 years | | | | 798 | | | | 558 | |
Computer and electronic equipment | | | 3 to 10 years | | | | 224 | | | | 189 | |
Facilities and other | | | 2 to 30 years | | | | 1,673 | | | | 1,482 | |
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 in the estimated lives and residual values as it did in 2013 and 2012 with certain aircraft. In May 2013, we made the decision to accelerate the retirement of 76 aircraft and related engines to aid in our fleet modernization and improve our global network. In May 2012, we shortened the depreciable lives for 54 aircraft and related engines to accelerate the retirement of these aircraft, resulting in a depreciation expense increase of $69 million in 2013. As a result of these accelerated retirements, we expect an additional $74 million in year-over-year depreciation expense in 2014.
Depreciation expense, excluding gains and losses on sales of property and equipment used in operations, was $1.3 billion in 2013, $1.2 billion in 2012 and $1.0 billion in 2011. 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 and construction of certain facilities 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 $43 million in 2013, $80 million in 2012 and $61 million in 2011.
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.
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We operate an integrated transportation network, 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.
In the normal management of our aircraft fleet, we routinely idle aircraft and engines temporarily due to maintenance cycles and adjustments of our network capacity to match seasonality and overall customer demand levels. Temporarily idled assets are classified as available-for-use, and we continue to record depreciation expense associated with these assets. These temporarily idled assets are assessed for impairment on a quarterly basis. Factors which could cause impairment include, but are not limited to, adverse changes in our global economic outlook and the impact of our outlook on our current and projected volume levels, including lower capacity needs during our peak shipping seasons; the introduction of new fleet types or decisions to permanently retire an aircraft fleet from operations; or changes to planned service expansion activities. We currently have one aircraft temporarily idled. This aircraft has been idled for 15 months and is expected to return to revenue service.
In May 2013, we made the decision to retire from service two Airbus A310-200 aircraft and four related engines, three Airbus A310-300 aircraft and two related engines and five Boeing MD10-10 aircraft and 15 related engines to align with our plans to modernize our aircraft fleet and improve our global network. As a consequence of this decision, a noncash impairment charge of $100 million was recorded in the fourth quarter. All of these aircraft were temporarily idled and not in revenue service.
In May 2012, we made the decision to retire from service 18 Airbus A310-200 aircraft and 26 related engines, as well as six Boeing MD10-10 aircraft and 17 related engines. As a consequence of this decision, a noncash impairment charge of $134 million was recorded in the fourth quarter. The decision to retire these aircraft, the majority of which were temporarily idled and not in revenue service, better aligns our U.S. domestic air network capacity to match current and anticipated shipment volumes.
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. 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 our company 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 with its carrying value (including attributable goodwill). Fair value 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, and at May 31, 2013 we do not believe that our goodwill is at risk.
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. Our expected rate of return is a judgmental matter which is reviewed on an annual basis and revised as appropriate.
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A majority of our employees are covered by the FedEx Corporation Employees’ Pension Plan, which is sponsored by our parent, FedEx. Additionally, we also sponsor or participate in nonqualified benefit plans covering certain employee groups and other pension plans covering certain of our international groups. The accounting guidance related to employers’ accounting for defined benefit pension and other postretirement plans requires recognition in the balance sheet of the funded status of defined benefit pension and other postretirement benefit plans, and the recognition in other comprehensive income (“OCI”) of unrecognized gains or losses and prior service costs or credits. Additionally, the guidance requires the measurement date for plan assets and liabilities to coincide with the plan sponsor’s year end.
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 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.
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 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. 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.
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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.
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 owner’s equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the local currency are included in the caption “Other, net” in the accompanying consolidated statements of income and were immaterial for each period presented.
EMPLOYEES UNDER COLLECTIVE BARGAINING ARRANGEMENTS.Our pilots, which represent a small number of our total employees, are employed under a collective bargaining agreement. The contract became amendable in March 2013, and the parties are currently in negotiations. In addition to our pilots, certain of our non-U.S. employees are unionized.
STOCK-BASED COMPENSATION.We participate in the stock-based compensation plans of our parent, FedEx. 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.
FedEx uses the Black-Scholes pricing model to calculate the fair value of stock options. Our total share-based compensation expense was $36 million in 2013, $33 million in 2012 and $29 million in 2011.
BUSINESS REALIGNMENT COSTS. During 2013, FedEx announced profit improvement programs including reducing our selling, general and administrative cost functions through a voluntary employee separation program.
During 2013, FedEx conducted a program to offer voluntary cash buyouts to eligible U.S.-based employees in certain staff functions. The voluntary buyout program includes voluntary severance payments and funding to healthcare reimbursement accounts, with the voluntary severance calculated based on four weeks of gross base salary for every year of FedEx service up to a maximum payment of two years of pay. This program was completed in the fourth quarter. Eligible employees are scheduled to vacate positions in phases to ensure a smooth transition in the impacted functions so that we maintain service levels to our customers. Costs of the benefits provided under the voluntary program were recognized as special termination benefits in the period that eligible employees accepted their offers.
We incurred costs of $401 million during 2013 associated with our business realignment activities, both directly and through intercompany allocations primarily from FedEx Services. These costs related primarily to severance for employees who accepted voluntary buyouts in the third and fourth quarters of 2013. Payments will be made at the time of departure. The direct costs of the buyout program are included in the caption “Business realignment, impairment and other charges” while the allocated costs are included in the caption “Intercompany charges” in our consolidated statements of income. Also included in those captions are other external costs directly attributable to our business realignment activities, such as professional fees.
RECLASSIFICATIONS. Certain prior period amounts have been reclassified to conform to the current period presentation.
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 as litigation and other claims; and impairment assessments on long-lived assets (including goodwill).
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NOTE 2: RECENT ACCOUNTING GUIDANCE
New accounting rules and disclosure requirements can significantly impact our reported results and the comparability of our financial statements.
On June 1, 2012, we adopted the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) on the presentation of comprehensive income. The new guidance requires companies to report components of comprehensive income by including comprehensive income on the face of the income statement or in a separate statement of comprehensive income. We have adopted this guidance by including a separate statement of comprehensive income for the three years ending May 31, 2013 and by including expanded accumulated other comprehensive income disclosure requirements in the notes to our consolidated financial statements. In addition on June 1, 2012, we adopted the FASB’s amendments to the fair value measurements and disclosure requirements, which expanded existing disclosure requirements regarding the fair value of our long-term debt.
In February 2013, the FASB issued new guidance requiring additional information about reclassification adjustments out of comprehensive income, including changes in comprehensive income balances by component and significant items reclassified out of comprehensive income. This new standard is effective for our fiscal year ending May 31, 2014 and will have no impact on our financial condition or results of operations.
In May 2013, the FASB issued a revised exposure draft outlining proposed changes to the accounting for leases. Under the revised exposure draft, the recognition, measurement and presentation of expenses and cash flows arising from a lease would depend primarily on whether the lessee is expected to consume more than an insignificant portion of the economic benefits embedded in the underlying asset. A right-of-use asset and a liability to make lease payments will be recognized on the balance sheet for all leases (except short-term leases). The enactment of this proposal will have a significant impact on our accounting and financial reporting. The FASB has not yet proposed an effective date of this proposal.
We believe that no other new accounting guidance was adopted or issued during 2013 that is relevant to the readers of our financial statements. However, there are numerous new proposals under development which, if and when enacted, may have a significant impact on our financial reporting.
NOTE 3: BUSINESS COMBINATIONS
During 2013, we expanded our international service offerings by completing the following business acquisitions:
| | • | | Rapidão Cometa Logística e Transporte S.A., a Brazilian transportation and logistics company, for $398 million in cash from operations on July 4, 2012 |
| | • | | TATEX, a French express transportation company, for $55 million in cash from operations on July 3, 2012 |
| | • | | Opek Sp. z o.o., a Polish domestic express package delivery company, for $54 million in cash from operations on June 13, 2012 |
These acquisitions give us more robust transportation networks within these countries and added capabilities in these important international markets.
The financial results of these acquired businesses are included in our results from the date of acquisition and were not material, individually or in the aggregate, to our results of operations and therefore, pro forma financial information has not been presented.
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The estimated fair values of the assets and liabilities related to these acquisitions have been included in the accompanying consolidated balance sheet based on an allocation of the purchase prices (summarized in the table below in millions).
| | | | |
Current assets | | $ | 145 | |
Property and equipment | | | 91 | |
Goodwill | | | 351 | |
Intangible assets | | | 60 | |
Other non-current assets | | | 70 | |
Current liabilities | | | (174 | ) |
Long-term liabilities | | | (36 | ) |
| | | | |
Total purchase price | | $ | 507 | |
| | | | |
The goodwill of $351 million is primarily attributable to expected benefits from synergies of the combinations with our existing business and other acquired entities. The portion of the purchase price allocated to goodwill is not deductible for U.S. income tax purposes. The intangible assets acquired consist primarily of customer-related intangible assets, which will be amortized on an accelerated basis over their average estimated useful lives of nine years, with the majority of the amortization recognized during the first five years.
On June 20, 2013, we signed agreements to acquire the businesses operated by our current service provider Supaswift (Pty) Ltd. in five countries in Southern Africa. The acquisition will be funded with cash from operations and is expected to be completed in the second half of 2014, subject to customary closing conditions. The financial results of the acquired businesses will be included in our results from the date of acquisition and will be immaterial to our 2014 results.
During 2012, we completed our acquisition of Servicios Nacionales Mupa, S.A. de C.V. (MultiPack), a Mexican domestic express package delivery company, for $128 million in cash from operations on July 25, 2011. In 2011, we completed the acquisition of the Indian logistics, distribution and express businesses of AFL Pvt. Ltd. and its affiliate Unifreight India Pvt. Ltd. for $96 million in cash on February 22, 2011. 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.
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NOTE 4: GOODWILL AND OTHER INTANGIBLE ASSETS
GOODWILL. The carrying amount of goodwill and changes therein are as follows (in millions):
| | | | |
Balance as of May 31, 2011 | | $ | 1,085 | |
| |
Goodwill acquired(1) | | | 104 | |
Purchase adjustments and other(2) | | | (34 | ) |
| | | | |
Balance as of May 31, 2012 | | | 1,155 | |
| |
Goodwill acquired(3) | | | 351 | |
Purchase adjustments and other(2) | | | 20 | |
| | | | |
Balance as of May 31, 2013(4) | | $ | 1,526 | |
| | | | |
| (1) | Goodwill acquired in 2012 relates to the acquisition of the Mexican domestic package delivery company, Multipak. See Note 3 for related disclosures. |
| (2) | Primarily currency translation adjustments. |
| (3) | Goodwill acquired in 2013 relates to the acquisitions of transportation companies in Poland, France and Brazil. See Note 3 for related disclosures. |
| (4) | We do not have any accumulated impairment losses associated with our goodwill. |
OTHER INTANGIBLE ASSETS. The net book value of our other intangible assets was $63 million at May 31, 2013 and $19 million at May 31, 2012. Amortization expense for intangible assets was $22 million in 2013, $11 million in 2012 and $4 million in 2011. Estimated amortization expense is expected to be immaterial in 2014 and beyond.
NOTE 5: SELECTED CURRENT LIABILITIES
The components of selected current liability captions were as follows (in millions):
| | | | | | | | |
| | | May 31, | |
| | | 2013 | | | 2012 | |
| | |
Accrued Salaries and Employee Benefits | | | | | | | | |
Salaries | | $ | 216 | | | $ | 179 | |
Employee benefits, including variable compensation | | | 298 | | | | 368 | |
Compensated absences | | | 476 | | | | 444 | |
| | | | | | | | |
| | $ | 990 | | | $ | 991 | |
| | | | | | | | |
| | |
Accrued Expenses | | | | | | | | |
Self-insurance accruals | | $ | 313 | | | $ | 308 | |
Taxes other than income taxes | | | 266 | | | | 285 | |
Other | | | 393 | | | | 361 | |
| | | | | | | | |
| | $ | 972 | | | $ | 954 | |
| | | | | | | | |
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NOTE 6: LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS
The components of long-term debt (net of discounts), along with maturity dates for the years subsequent to May 31, 2013, are as follows (in millions):
| | | | | | | | |
| | | May 31, | |
| | | 2013 | | | 2012 | |
Senior unsecured debt | | | | | | | | |
Interest rate of 9.65%, due in 2013 | | $ | — | | | $ | 300 | |
Interest rate of 7.60%, due in 2098 | | | 239 | | | | 239 | |
| | | | | | | | |
| | | 239 | | | | 539 | |
Capital lease obligations | | | 1 | | | | 116 | |
| | | | | | | | |
| | |
| | | 240 | | | | 655 | |
Less current portion | | | — | | | | 416 | |
| | | | | | | | |
| | $ | 240 | | | $ | 239 | |
| | | | | | | | |
Interest on our fixed-rate notes is paid semi-annually. Long-term debt, exclusive of capital leases, had estimated fair values of $344 million at May 31, 2013 and $708 million at May 31, 2012. The estimated fair values were determined based on quoted market prices and the current rates offered for debt with similar terms and maturities. The fair value of our long-term debt is classified as Level 2 within the fair value hierarchy. This classification is defined as a fair value determined using market-based inputs other than quoted prices that are observable for the liability, either directly or indirectly.
FedEx issues other financial instruments in the normal course of business to support our operations. We had letters of credit at May 31, 2013 of $347 million issued on our behalf by FedEx and $377 million in outstanding surety bonds placed by third-party insurance providers. These instruments are required under certain U.S. self-insurance programs and are also used in the normal course of international operations. The underlying liabilities insured by these instruments are reflected in our balance sheets, where applicable. Therefore, no additional liability is reflected for the letters of credit and surety bonds themselves.
NOTE 7: LEASES
We utilize certain aircraft, land, facilities and equipment under capital and operating leases that expire at various dates through 2040. We leased 10% of our total aircraft fleet under operating leases as of May 31, 2013 and 10% of our total aircraft fleet under capital and operating leases as of May 31, 2012. 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 and administrative buildings.
Rent expense under operating leases for the years ended May 31 was as follows (in millions):
| | | | | | | | | | | | |
| | | 2013 | | | 2012 | | | 2011 | |
| | | |
Minimum rentals | | $ | 1,287 | | | $ | 1,279 | | | $ | 1,273 | |
Contingent rentals(1) | | | 123 | | | | 133 | | | | 145 | |
| | | | | | | | | | | | |
| | $ | 1,410 | | | $ | 1,412 | | | $ | 1,418 | |
| | | | | | | | | | | | |
| (1) | Contingent rentals are based on equipment usage. |
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A summary of future minimum lease payments under noncancelable operating leases with an initial or remaining term in excess of one year at May 31, 2013 is as follows (in millions):
| | | | | | | | | | | | |
| | | Operating Leases | |
| | | Aircraft
and Related
Equipment | | | Facilities
and Other | | | Total
Operating
Leases | |
| | | | | | | | | | | | |
2014 | | $ | 462 | | | $ | 733 | | | $ | 1,195 | |
2015 | | | 448 | | | | 694 | | | | 1,142 | |
2016 | | | 453 | | | | 560 | | | | 1,013 | |
2017 | | | 391 | | | | 751 | | | | 1,142 | |
2018 | | | 326 | | | | 444 | | | | 770 | |
Thereafter | | | 824 | | | | 3,916 | | | | 4,740 | |
| | | | | | | | | | | | |
Total | | $ | 2,904 | | | $ | 7,098 | | | $ | 10,002 | |
| | | | | | | | | | | | |
Property and equipment recorded under capital leases and future minimum lease payments under capital leases were immaterial at May 31, 2013. The weighted-average remaining lease term of all operating leases outstanding at May 31, 2013 was approximately seven 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.
We make 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 our direct obligations, nor do we guarantee them.
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 these entities as the primary beneficiary. Our maximum exposure under these leases is included in the summary of future minimum lease payments shown above.
NOTE 8: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following table provides changes in accumulated other comprehensive income (loss), net of tax, reported in our financial statements (in millions):
| | | | | | | | | | | | |
| | | Foreign currency
translation adjustment | | | Retirement plans
adjustments | | | Accumulated other
comprehensive
income (loss) | |
Balance at May 31, 2010 | | $ | 18 | | | $ | (13 | ) | | $ | 5 | |
Other comprehensive gain (loss) | | | 120 | | | | (7 | ) | | | 113 | |
| | | | | | | | | | | | |
Balance at May 31, 2011 | | | 138 | | | | (20 | ) | | | 118 | |
Other comprehensive gain (loss) | | | (84 | ) | | | (104 | ) | | | (188 | ) |
| | | | | | | | | | | | |
Balance at May 31, 2012 | | | 54 | | | | (124 | ) | | | (70 | ) |
Other comprehensive gain (loss) | | | 36 | | | | (2 | ) | | | 34 | |
| | | | | | | | | | | | |
Balance at May 31, 2013 | | $ | 90 | | | $ | (126 | ) | | $ | (36 | ) |
| | | | | | | | | | | | |
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NOTE 9: INCOME TAXES
Our operations are included in the consolidated federal income tax return of FedEx. Our income tax provision approximates the amount which would have been recorded on a separate return basis. The components of the provision for income taxes for the years ended May 31 were as follows (in millions):
| | | | | | | | | | | | |
| | | 2013 | | | 2012 | | | 2011 | |
Current provision (benefit) | | | | | | | | | | | | |
Domestic: | | | | | | | | | | | | |
Federal | | $ | (123 | ) | | $ | (510 | ) | | $ | (227 | ) |
State and local | | | (6 | ) | | | 6 | | | | (1 | ) |
Foreign | | | 159 | | | | 174 | | | | 193 | |
| | | | | | | | | | | | |
| | | 30 | | | | (330 | ) | | | (35 | ) |
| | | | | | | | | | | | |
| | | |
Deferred provision (benefit) | | | | | | | | | | | | |
Domestic: | | | | | | | | | | | | |
Federal | | | 180 | | | | 753 | | | | 447 | |
State and local | | | 9 | | | | 6 | | | | 6 | |
Foreign | | | (41 | ) | | | — | | | | (9 | ) |
| | | | | | | | | | | | |
| | | 148 | | | | 759 | | | | 444 | |
| | | | | | | | | | | | |
| | $ | 178 | | | $ | 429 | | | $ | 409 | |
| | | | | | | | | | | | |
Our current federal income tax expenses in 2013, 2012 and 2011 were significantly reduced by accelerated depreciation deductions we claimed under provisions of the American Taxpayer Relief Act of 2013 and the Tax Relief and the Small Business Jobs Acts of 2010. Those Acts, designed to stimulate new business investment in the U.S., accelerated our depreciation deductions for new qualifying investments, such as our Boeing 777 Freighter (“B777F”) aircraft. These were timing benefits only, in that depreciation accelerated into an earlier year is foregone in later years. Our 2013 current provision for federal income taxes was, therefore, higher than in 2012 and 2011.
Pre-tax (loss) earnings of foreign operations for 2013, 2012 and 2011 were $(84) million, $308 million and $452 million, respectively. These amounts represent only a portion of total results associated with international shipments and accordingly, do not represent our international or domestic results of operations.
A reconciliation of the statutory federal income tax rate to the effective income tax rate for the years ended May 31 was as follows:
| | | | | | | | | | | | |
| | | 2013 | | | 2012 | | | 2011 | |
| | | |
Statutory U.S. income tax rate | | | 35.0 | % | | | 35.0 | % | | | 35.0 | % |
Increase (decrease) resulting from: | | | | | | | | | | | | |
Allocation of FedEx Office and Print Services, Inc. operating costs | | | 1.2 | | | | 1.2 | | | | 2.0 | |
State and local income taxes, net of federal benefit | | | 0.3 | | | | 0.7 | | | | 0.3 | |
Foreign operations | | | (4.7 | ) | | | (3.3 | ) | | | (3.4 | ) |
Non-deductible expenses | | | 5.4 | | | | 2.5 | | | | 2.7 | |
Other, net | | | (2.2 | ) | | | (1.5 | ) | | | (0.7 | ) |
| | | | | | | | | | | | |
Effective tax rate | | | 35.0 | % | | | 34.6 | % | | | 35.9 | % |
| | | | | | | | | | | | |
Our 2012 rate was favorably impacted by the conclusion of the Internal Revenue Service (“IRS”) audit of our 2007-2009 consolidated income tax returns.
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The significant components of deferred tax assets and liabilities as of May 31 were as follows (in millions):
| | | | | | | | | | | | | | | | |
| | | 2013 | | | 2012 | |
| | | Deferred Tax
Assets | | | Deferred Tax
Liabilities | | | Deferred Tax
Assets | | | Deferred Tax
Liabilities | |
Property, equipment, leases and intangibles | | $ | 154 | | | $ | 2,795 | | | $ | 179 | | | $ | 2,506 | |
Employee benefits | | | 566 | | | | 10 | | | | 520 | | | | 10 | |
Self-insurance accruals | | | 338 | | | | — | | | | 307 | | | | — | |
Other | | | 165 | | | | 983 | | | | 233 | | | | 1,063 | |
Net operating loss/credit carryforwards | | | 252 | | | | — | | | | 136 | | | | — | |
Valuation allowances | | | (161 | ) | | | — | | | | (104 | ) | | | — | |
| | | | | | | | | | | | | | | | |
| | $ | 1,314 | | | $ | 3,788 | | | $ | 1,271 | | | $ | 3,579 | |
| | | | | | | | | | | | | | | | |
The net deferred tax liabilities as of May 31 have been classified in the balance sheets as follows (in millions):
| | | | | | | | |
| | | 2013 | | | 2012 | |
| | |
Current deferred tax asset | | $ | 359 | | | $ | 329 | |
Noncurrent deferred tax liability | | | (2,833 | ) | | | (2,637 | ) |
| | | | | | | | |
| | $ | (2,474 | ) | | $ | (2,308 | ) |
| | | | | | | | |
We have $840 million of net operating loss carryovers in various foreign jurisdictions and $120 million of state operating loss carryovers. The valuation allowances primarily represent amounts reserved for operating loss and tax credit carryforwards, which expire over varying periods starting in 2014. As a result of this and other factors, we believe that a substantial portion of these deferred tax assets may not be realized.
Permanently reinvested earnings of our foreign subsidiaries amounted to $1.3 billion at the end of 2013 and $985 million at the end of 2012. We have not recognized deferred taxes for U.S. federal income tax purposes on those earnings. In 2013, our permanent reinvestment strategy with respect to unremitted earnings of our foreign subsidiaries provided a 6.0% benefit to our effective tax rate. 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 $420 million at the end of 2013 and $410 million at the end of 2012.
As a U.S. airline, we are required by Federal Aviation Administration and other rules to conduct our air operations, domestic and international, through a U.S. company. However, we serve more than 220 countries and territories around the world, and are required to establish legal entities in many of them. Most of our entities in those countries are operating entities, engaged in picking up and delivering packages and performing other transportation services. In the meantime, 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, including new acquisitions made in 2013 in Poland, France and Brazil.
We are subject to taxation in the U.S. and various U.S. state, local and foreign jurisdictions. We are currently under examination by the IRS for the 2010 and 2011 tax years. It is reasonably possible that certain income tax return proceedings will be completed during the next 12 months and could result in a change in our balance of unrecognized tax benefits. The expected impact of any changes would not be material to our consolidated financial statements.
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A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):
| | | | | | | | | | | | |
| | | 2013 | | | 2012 | | | 2011 | |
| | | |
Balance at beginning of year | | $ | 45 | | | $ | 56 | | | $ | 59 | |
Increases for tax positions taken in the current year | | | 1 | | | | 4 | | | | 1 | |
Increases for tax positions taken in prior years | | | 3 | | | | 2 | | | | 6 | |
Decreases for tax positions taken in prior years | | | (2 | ) | | | (30 | ) | | | (3 | ) |
Settlements | | | (7 | ) | | | (1 | ) | | | (7 | ) |
Increases due to acquisitions | | | 4 | | | | 15 | | | | — | |
Decreases from lapse of statute of limitations | | | (2 | ) | | | — | | | | — | |
Changes due to currency translation | | | 2 | | | | (1 | ) | | | — | |
| | | | | | | | | | | | |
| | | |
Balance at end of year | | $ | 44 | | | $ | 45 | | | $ | 56 | |
| | | | | | | | | | | | |
Our liabilities recorded for uncertain tax positions include $41 million at both May 31, 2013 and May 31, 2012 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 $27 million on May 31, 2013 and $28 million on May 31, 2012. Total interest and penalties included in our consolidated statements of income are immaterial.
It is difficult to predict the ultimate outcome or the timing of resolution for tax positions. Changes may result from the conclusion of ongoing audits, appeals or litigation in state, local, federal and foreign tax jurisdictions, or from the resolution of various proceedings between the U.S. and foreign tax authorities. Our liability for uncertain tax positions includes no matters that are individually or collectively material to us. It is reasonably possible that the amount of the benefit with respect to certain of our unrecognized tax positions will increase or decrease within the next 12 months, but an estimate of the range of the reasonably possible changes cannot be made. However, we do not expect that the resolution of any of our uncertain tax positions will be material.
NOTE 10: RETIREMENT PLANS
RETIREMENT PLANS SPONSORED BY FEDEX
We sponsor or participate in programs that provide retirement benefits to most of our employees. These programs include defined benefit pension plans, defined contribution plans and postretirement healthcare plans. The accounting for pension and postretirement healthcare plans includes numerous assumptions, such as: discount rates; expected long-term investment returns on plan assets; future salary increases; employee turnover; mortality; and retirement ages. These assumptions most significantly impact our U.S. domestic pension plan.
A summary of our retirement plans costs over the past three years is as follows (in millions):
| | | | | | | | | | | | |
| | | 2013 | | | 2012 | | | 2011 | |
Pension plans sponsored by FedEx | | $ | 431 | | | $ | 321 | | | $ | 322 | |
Other U.S. domestic and international pension plans | | | 46 | | | | 43 | | | | 45 | |
U.S. domestic and international defined contribution plans | | | 233 | | | | 220 | | | | 178 | |
U.S. domestic and international postretirement healthcare plans | | | 62 | | | | 56 | | | | 49 | |
| | | | | | | | | | | | |
| | | |
| | $ | 772 | | | $ | 640 | | | $ | 594 | |
| | | | | | | | | | | | |
59
PENSION PLANS.A majority of our employees are covered by the FedEx Corporation Employees’ Pension Plan (“FedEx Plan”), a defined benefit pension plan sponsored by our parent, FedEx. The 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. 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. Our employees comprise approximately 73% of the participants in the FedEx Plan. For more information about this plan and the related accounting assumptions, refer to the financial statements of FedEx included in its Form 10-K for the year ended May 31, 2013.
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 exceed a corridor amount in the aggregate.
The weighted-average actuarial assumptions for the FedEx Plan were as follows:
| | | | | | | | | | | | |
| | | Pension Plans | |
| | | 2013 | | | 2012 | | | 2011 | |
| | | |
Discount rate used to determine benefit obligation | | | 4.79 | % | | | 4.44 | % | | | 5.76 | % |
Discount rate used to determine net periodic benefit cost | | | 4.44 | | | | 5.76 | | | | 6.37 | |
Rate of increase in future compensation levels used to determine
benefit obligation | | | 4.54 | | | | 4.62 | | | | 4.58 | |
Rate of increase in future compensation levels used to determine
net periodic benefit cost | | | 4.62 | | | | 4.58 | | | | 4.63 | |
Expected long-term rate of return on assets | | | 8.00 | | | | 8.00 | | | | 8.00 | |
We incurred a net periodic benefit cost of $420 million in 2013 and $308 million in 2012 and 2011, for our participation in the FedEx Plan. Pension costs in 2013 were higher than 2012 due to the negative impact of a significantly lower discount rate at our May 31, 2012 measurement date. Pension costs were flat from 2011 to 2012 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.
Information regarding the funded status of the FedEx Plan was as follows (in millions):
| | | | | | | | |
| | | May 31, | |
| | | 2013 | | | 2012 | |
Projected benefit obligation (“PBO”) | | $ | 20,922 | | | $ | 20,626 | |
Fair value of plan assets | | | 18,526 | | | | 16,578 | |
| | | | | | | | |
Funded status | | $ | (2,396 | ) | | $ | (4,048 | ) |
| | | | | | | | |
60
Certain of our employees participate in a nonqualified defined benefit pension plan sponsored by FedEx. Our participants in this nonqualified defined benefit plan make up approximately 30% of the participants in the plan. FedEx has accumulated benefit obligations (“ABOs”) aggregating approximately $274 million at May 31, 2013 and $304 million at May 31, 2012 and PBOs aggregating approximately $278 million at May 31, 2013 and $307 million at May 31, 2012 related to this plan. This plan is not funded because such funding provides no current tax deduction and would be deemed current compensation to plan participants.
DEFINED CONTRIBUTION PLANS. Defined contribution plans are in place covering a majority of U.S. employees and certain international employees. Most U.S. employees are covered under the FedEx 401(k) plan. Pilots are covered under a 401(a) money purchase pension plan, as well as their own 401(k) plan. Expense for our employees under these plans was $233 million in 2013, $220 million in 2012 and $178 million in 2011.
FEDEX EXPRESS SPONSORED RETIREMENT PLANS
PENSION PLANS.We also sponsor nonqualified benefit plans covering certain of our U.S. employee groups and other pension plans covering certain of our international employees. The nonqualified benefit plans are not funded because such funding provides no current tax deduction and would be deemed current compensation to plan participants. The international defined benefit pension plans provide benefits primarily based on both final earnings as well as career average earnings and years of service and are funded in compliance with local laws and practices. Beginning April 6, 2012, the United Kingdom pension plan formula changed for future benefit accruals to a cash balance formula, which is expressed as an amount in a notional account that grows with annual credits based on pay and interest on the notional account balance and is converted to a pension with an insurance company at retirement. Prior benefits were accrued using a traditional pension formula (based on final earnings and years of service). In addition, employees earning benefits under the cash balance design are eligible to contribute into a defined contribution plan where the company matches 200% of the employee’s contribution up to 6%. For the plans sponsored by us, our assets are primarily invested in equities and fixed income securities. Fair value disclosures have not been provided for these international defined benefit pension plans since the assets are primarily managed at an individual country level. The amount of assets in these plans having significant unobservable inputs (Level 3), if any, would be immaterial to our financial statements.
POSTRETIREMENT HEALTHCARE PLANS. We sponsor a plan offering medical, dental and vision coverage to eligible U.S. retirees and their eligible dependents. For Medicare eligible non-pilot retirees and their eligible dependents, we only provide a fixed subsidy toward a Health Reimbursement Account (HRA) with Extend Health, which may be used for the premium payment for a Medigap policy. U.S. employees 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.
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”) 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 PBO or APBO of the plan.
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For the plans currently sponsored by us, the following table provides a reconciliation of the changes in the pension and postretirement healthcare plans’ benefit obligations and fair value of assets for our employees over the two-year period ended May 31, 2013 and a statement of the funded status as of May 31, 2013 and 2012 (in millions):
| | | | | | | | | | | | | | | | |
| | | Pension Plans | | | Postretirement Healthcare Plans | |
| | | 2013 | | | 2012 | | | 2013 | | | 2012 | |
| | | | |
Accumulated Benefit Obligation (“ABO”) | | $ | 627 | | | $ | 555 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | |
Changes in Projected Benefit Obligation (“PBO”) and Accumulated Postretirement Benefit Obligation (“APBO”) | | | | | | | | | | | | | | | | |
PBO/APBO at the beginning of year | | $ | 659 | | | $ | 602 | | | $ | 644 | | | $ | 533 | |
Service cost | | | 32 | | | | 29 | | | | 33 | | | | 28 | |
Interest cost | | | 27 | | | | 27 | | | | 29 | | | | 29 | |
Actuarial loss (gain) | | | 71 | | | | 74 | | | | (25 | ) | | | 80 | |
Benefits paid | | | (20 | ) | | | (20 | ) | | | (52 | ) | | | (50 | ) |
Settlements | | | (1 | ) | | | (4 | ) | | | — | | | | — | |
Amendments | | | — | | | | (35 | ) | | | — | | | | — | |
Participant contributions | | | 3 | | | | 3 | | | | 26 | | | | 24 | |
Other | | | (8 | ) | | | (17 | ) | | | 4 | | | | — | |
| | | | | | | | | | | | | | | | |
PBO/APBO at the end of year | | $ | 763 | | | $ | 659 | | | $ | 659 | | | $ | 644 | |
| | | | | | | | | | | | | | | | |
| | | | |
Change in Plan Assets | | | | | | | | | | | | | | | | |
Fair value of plan assets at the beginning of year | | $ | 322 | | | $ | 320 | | | $ | — | | | $ | — | |
Actual return on plan assets | | | 54 | | | | (2 | ) | | | — | | | | — | |
Company contributions | | | 39 | | | | 41 | | | | 26 | | | | 26 | |
Benefits paid | | | (20 | ) | | | (20 | ) | | | (52 | ) | | | (50 | ) |
Settlements | | | (1 | ) | | | (4 | ) | | | — | | | | — | |
Other | | | (8 | ) | | | (13 | ) | | | 26 | | | | 24 | |
| | | | | | | | | | | | | | | | |
Fair value of plan assets at the end of year | | $ | 386 | | | $ | 322 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
| | | | |
Funded Status of the Plans | | $ | (377 | ) | | $ | (337 | ) | | $ | (659 | ) | | $ | (644 | ) |
| | | | | | | | | | | | | | | | |
| | | | |
Amount Recognized in the Balance Sheet at May 31: | | | | | | | | | | | | | | | | |
Current pension, postretirement healthcare and other benefit obligations | | $ | (11 | ) | | $ | (9 | ) | | $ | (30 | ) | | $ | (28 | ) |
Noncurrent pension, postretirement healthcare and other benefit obligations | | | (366 | ) | | | (328 | ) | | | (629 | ) | | | (616 | ) |
| | | | | | | | | | | | | | | | |
Net amount recognized | | $ | (377 | ) | | $ | (337 | ) | | $ | (659 | ) | | $ | (644 | ) |
| | | | | | | | | | | | | | | | |
| | | | |
Amounts Recognized in AOCI and not yet reflected in Net Periodic Benefit Cost: | | | | | | | | | | | | | | | | |
Net actuarial loss (gain) | | $ | 207 | | | $ | 185 | | | $ | (18 | ) | | $ | 6 | |
Prior service (credit) cost and other | | | (27 | ) | | | (31 | ) | | | 1 | | | | 2 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 180 | | | $ | 154 | | | $ | (17 | ) | | $ | 8 | |
| | | | | | | | | | | | | | | | |
| | | | |
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) | | $ | 10 | | | $ | 10 | | | $ | — | | | $ | — | |
Prior service (credit) cost and other | | | (3 | ) | | | (3 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Total | | $ | 7 | | | $ | 7 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
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The following table presents plans sponsored by us on a disaggregated basis to show those plans (as a group) in an unfunded position. At May 31, 2013 and 2012, the fair value of plan assets for pension plans with a PBO or ABO in excess of plan assets were as follows (in millions):
| | | | | | | | |
| | | PBO Exceeds the Fair Value
of Plan Assets | |
| | | 2013 | | | 2012 | |
Pension Benefits | | | | | | | | |
Fair value of plan assets | | $ | 386 | | | $ | 322 | |
PBO | | | (763 | ) | | | (659 | ) |
| | | | | | | | |
Net funded status | | $ | (377 | ) | | $ | (337 | ) |
| | | | | | | | |
| |
| | | ABO Exceeds the Fair Value
of Plan Assets | |
| | | 2013 | | | 2012 | |
Pension Benefits | | | | | | | | |
ABO(1) | | $ | 599 | | | $ | 554 | |
| | |
Fair value of plan assets | | | 357 | | | | 320 | |
PBO | | | (733 | ) | | | (656 | ) |
| | | | | | | | |
Net funded status | | $ | (376 | ) | | $ | (336 | ) |
| | | | | | | | |
| (1) | ABO not used in determination of funded status. |
In the plans currently sponsored by us, net periodic benefit cost for FedEx Express employees for the three years ended May 31 were as follows (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pension Plans | | | Postretirement Healthcare Plans | |
| | | 2013 | | | 2012 | | | 2011 | | | 2013 | | | 2012 | | | 2011 | |
| | | | | | |
Service cost | | $ | 32 | | | $ | 29 | | | $ | 29 | | | $ | 33 | | | $ | 28 | | | $ | 25 | |
Interest cost | | | 27 | | | | 27 | | | | 26 | | | | 29 | | | | 29 | | | | 28 | |
Expected return on plan assets | | | (21 | ) | | | (20 | ) | | | (17 | ) | | | — | | | | — | | | | — | |
Recognized actuarial losses (gains) and other | | | 8 | | | | 7 | | | | 7 | | | | — | | | | (1 | ) | | | (4 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Net periodic benefit cost | | $ | 46 | | | $ | 43 | | | $ | 45 | | | $ | 62 | | | $ | 56 | | | $ | 49 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Amounts recognized in OCI were as follows (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2013 | | | 2012 | |
| | | Pension Plans | | | Postretirement Healthcare
Plans | | | Pension Plans | | | Postretirement Healthcare
Plans | |
| | | Gross
Amount | | | Net of Tax
Amount | | | Gross
Amount | | | Net of Tax
Amount | | | Gross
Amount | | | Net of Tax
Amount | | | Gross
Amount | | | Net of Tax
Amount | |
Net loss (gain) and other arising during period | | $ | 38 | | | $ | 26 | | | $ | (15 | ) | | $ | (20 | ) | | $ | 63 | | | $ | 42 | | | $ | 92 | | | $ | 57 | |
Amortizations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Actuarial (losses) gains and other | | | (7 | ) | | | (4 | ) | | | — | | | | — | | | | (9 | ) | | | (6 | ) | | | — | | | | 11 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
Total recognized in OCI | | $ | 31 | | | $ | 22 | | | $ | (15 | ) | | $ | (20 | ) | | $ | 54 | | | $ | 36 | | | $ | 92 | | | $ | 68 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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The weighted-average actuarial assumptions for the plans sponsored by us were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pension Plans | | | Postretirement Healthcare Plans | |
| | | 2013 | | | 2012 | | | 2011 | | | 2013 | | | 2012 | | | 2011 | |
Discount rate used to determine benefit obligation | | | 3.66 | % | | | 4.08 | % | | | 4.79 | % | | | 4.91 | % | | | 4.55 | % | | | 5.67 | % |
Discount rate used to determine net periodic benefit cost | | | 4.08 | | | | 4.79 | | | | 4.76 | | | | 4.55 | | | | 5.67 | | | | 6.11 | |
Rate of increase in future compensation levels used to determine benefit obligation | | | 3.30 | | | | 3.00 | | | | 4.02 | | | | — | | | | — | | | | — | |
Rate of increase in future compensation levels used to determine net periodic benefit cost | | | 3.00 | | | | 4.02 | | | | 4.08 | | | | — | | | | — | | | | — | |
Expected long-term rate of return on assets | | | 6.41 | | | | 6.52 | | | | 6.45 | | | | — | | | | — | | | | — | |
Benefit payments for FedEx Express employees in the plans sponsored by us, which reflect expected future service, are expected to be paid as follows for the years ending May 31 (in millions):
| | | | | | | | |
| | | Pension Plans | | | Postretirement
Healthcare Plans | |
2014 | | $ | 21 | | | $ | 31 | |
2015 | | | 22 | | | | 32 | |
2016 | | | 23 | | | | 34 | |
2017 | | | 26 | | | | 35 | |
2018 | | | 27 | | | | 37 | |
2019-2023 | | | 169 | | | | 222 | |
We expect to make pension plan contributions in 2014 approximating $35 million. These estimates are based on assumptions about future events. Actual benefit payments may vary significantly from these estimates.
Future medical benefit claims costs are estimated to increase at an annual rate of 7.7% during 2014, decreasing to an annual growth rate of 4.5% in 2029 and thereafter. Future dental benefit costs are estimated to increase at an annual rate of 6.9% during 2014, 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, 2013 or 2013 benefit expense because the level of these benefits is capped.
NOTE 11: BUSINESS SEGMENT INFORMATION
We are engaged in a single line of business and operate in one business segment – the worldwide express transportation and distribution of time-sensitive shipments. We are the world’s largest express transportation company, and use a global air-and-ground network to speed delivery of time-sensitive shipments. We operate an integrated transportation network in providing these worldwide services and use our network assets (particularly aircraft) interchangeably around the world as demand and other circumstances dictate a need.
64
The following table presents revenue by service type and geographic information for the years ended or as of May 31 (in millions):
REVENUE BY SERVICE TYPE
| | | | | | | | | | | | |
| | | 2013 | | | 2012 | | | 2011 | |
Package: | | | | | | | | | | | | |
U.S. overnight box | | $ | 6,513 | | | $ | 6,546 | | | $ | 6,128 | |
U.S. overnight envelope | | | 1,705 | | | | 1,747 | | | | 1,736 | |
U.S. deferred | | | 3,020 | | | | 3,001 | | | | 2,805 | |
| | | | | | | | | | | | |
Total U.S. domestic package revenue | | | 11,238 | | | | 11,294 | | | | 10,669 | |
International priority | | | 6,586 | | | | 6,849 | | | | 6,760 | |
International economy | | | 2,046 | | | | 1,859 | | | | 1,468 | |
| | | | | | | | | | | | |
Total international export package revenue | | | 8,632 | | | | 8,708 | | | | 8,228 | |
| | | | | | | | | | | | |
International domestic(1) | | | 1,398 | | | | 853 | | | | 653 | |
| | | | | | | | | | | | |
Total package revenue | | | 21,268 | | | | 20,855 | | | | 19,550 | |
| | | |
Freight: | | | | | | | | | | | | |
U.S. | | | 2,562 | | | | 2,498 | | | | 2,188 | |
International priority | | | 1,678 | | | | 1,827 | | | | 1,722 | |
International airfreight | | | 276 | | | | 307 | | | | 283 | |
| | | | | | | | | | | | |
Total freight revenue | | | 4,516 | | | | 4,632 | | | | 4,193 | |
| | | |
Other | | | 409 | | | | 279 | | | | 247 | |
| | | | | | | | | | | | |
| | $ | 26,193 | | | $ | 25,766 | | | $ | 23,990 | |
| | | | | | | | | | | | |
| | | |
GEOGRAPHICAL INFORMATION(2) | | | | | | | | | | | | |
| | | |
Revenues: | | | | | | | | | | | | |
U.S. | | $ | 13,837 | | | $ | 13,821 | | | $ | 12,890 | |
International | | | 12,356 | | | | 11,945 | | | | 11,100 | |
| | | | | | | | | | | | |
| | $ | 26,193 | | | $ | 25,766 | | | $ | 23,990 | |
| | | | | | | | | | | | |
| | | |
Noncurrent assets: | | | | | | | | | | | | |
U.S. | | $ | 12,717 | | | $ | 12,206 | | | $ | 10,807 | |
International | | | 2,614 | | | | 1,928 | | | | 1,806 | |
| | | | | | | | | | | | |
| | $ | 15,331 | | | $ | 14,134 | | | $ | 12,613 | |
| | | | | | | | | | | | |
| (1) | International domestic revenues include our international intra-country operations, including acquisitions in India (February 2011), Mexico (July 2011), Poland (June 2012), France (July 2012) and Brazil (July 2012). |
| (2) | International revenue includes shipments that either originate in or are destined to locations outside the United States. Noncurrent assets include property and equipment, goodwill and other long-term assets. Our flight equipment registered in the U.S. is included as U.S. assets; however, many of our aircraft operate internationally. |
65
NOTE 12: SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for income taxes for the years ended May 31 was as follows (in millions):
| | | | | | | | | | | | |
| | | 2013 | | | 2012 | | | 2011 | |
Cash payments for: | | | | | | | | | | | | |
Income taxes | | $ | 243 | | | $ | 256 | | | $ | 351 | |
Income tax refunds received | | | (213 | ) | | | (546 | ) | | | (352 | ) |
| | | | | | | | | | | | |
Cash tax payments, net | | $ | 30 | | | $ | (290 | ) | | $ | (1 | ) |
| | | | | | | | | | | | |
NOTE 13: 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.
We provide guarantees on certain FedEx unsecured debt instruments aggregating $2.75 billion at May 31, 2013, jointly and severally with other affiliated companies in the FedEx consolidated group. In addition, we guarantee, jointly and severally with other affiliated companies in the FedEx consolidated group, FedEx’s $1.0 billion revolving credit agreement, which backs its commercial paper program. At May 31, 2013, no commercial paper was outstanding and the entire $1.0 billion under the revolving credit agreement was available for future borrowings. The guarantees are full and unconditional and are required by the lenders since FedEx has no independent assets or operations.
Special facility revenue bonds have been issued by certain municipalities primarily to finance the acquisition and construction of various airport facilities and equipment. These facilities were leased to us and are accounted for as operating leases. We have unconditionally guaranteed $551 million in principal of these bonds (with total future principal and interest payments of approximately $708 million as of May 31, 2013) through these leases.
NOTE 14: COMMITMENTS
Annual purchase commitments under various contracts as of May 31, 2013 were as follows (in millions):
| | | | | | | | | | | | |
| | | Aircraft and
Aircraft-Related | | | Other(1) | | | Total | |
| | | |
2014 | | $ | 968 | | | $ | 44 | | | $ | 1,012 | |
2015 | | | 1,054 | | | | 29 | | | | 1,083 | |
2016 | | | 1,140 | | | | 28 | | | | 1,168 | |
2017 | | | 959 | | | | 22 | | | | 981 | |
2018 | | | 1,382 | | | | 19 | | | | 1,401 | |
Thereafter | | | 4,492 | | | | 86 | | | | 4,578 | |
| | | | | | | | | | | | |
| | $ | 9,995 | | | $ | 228 | | | $ | 10,223 | |
| | | | | | | | | | | | |
| (1) | Primarily advertising and promotions contracts. |
66
The amounts reflected in the table above for purchase commitments represent noncancelable agreements to purchase goods or services. As of May 31, 2013, our obligation to purchase four Boeing 767-300 Freighter (“B767F”) aircraft and nine B777F aircraft is conditioned upon there being no event that causes FedEx Express or its employees not to be covered by the Railway Labor Act of 1926, as amended. Commitments to purchase aircraft in passenger configuration do not include the attendant costs to modify these aircraft for cargo transport unless we have entered into noncancelable commitments to modify such aircraft. Open purchase orders that are cancelable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above.
We have several aircraft modernization programs underway which are supported by the purchase of B777F, B767F and Boeing 757 (“B757”) aircraft. These aircraft are significantly more fuel-efficient per unit than the aircraft types previously utilized, and these expenditures are necessary to achieve significant long-term operating savings and to replace older aircraft. Our ability to delay the timing of these aircraft-related expenditures is limited without incurring significant costs to modify existing purchase agreements. During 2013, we entered into an agreement to purchase 14 additional B757 aircraft, the delivery of which began in 2013 and will continue through 2014. The agreement provides the option to purchase up to 16 additional B757 aircraft, subject to the satisfaction of certain conditions. In addition, we entered into agreements to purchase an additional 23 B767F aircraft, the delivery of which will occur between 2014 and 2019. The delivery of two firm B777F aircraft orders were also deferred from 2015 to 2016.
We had $414 million in deposits and progress payments as of May 31, 2013 on aircraft purchases and other planned aircraft-related transactions. These deposits are classified in the “Other assets” caption of our consolidated balance sheets. In addition to our commitment to purchase B777Fs and B767Fs, our aircraft purchase commitments include the B757 aircraft in passenger configuration, which will require additional costs to modify for cargo transport. Aircraft and aircraft-related contracts are subject to price escalations. The following table is a summary of the key aircraft we are committed to purchase as of May 31, 2013, with the year of expected delivery:
| | | | | | | | | | | | | | | | |
| | | B757 | | | B767F | | | B777F | | | Total | |
| | | | |
2014 | | | 13 | | | | 4 | | | | 2 | | | | 19 | |
2015 | | | — | | | | 12 | | | | — | | | | 12 | |
2016 | | | — | | | | 10 | | | | 2 | | | | 12 | |
2017 | | | — | | | | 10 | | | | — | | | | 10 | |
2018 | | | — | | | | 10 | | | | 2 | | | | 12 | |
Thereafter | | | — | | | | 4 | | | | 14 | | | | 18 | |
| | | | | | | | | | | | | | | | |
Total | | | 13 | | | | 50 | | | | 20 | | | | 83 | |
| | | | | | | | | | | | | | | | |
Effective as of June 14, 2013, we entered into a supplemental agreement to purchase 13 of the 16 B757 option aircraft noted above. Delivery of the aircraft will occur during 2014 and 2015. This aircraft transaction is not included in the table above, as it occurred subsequent to May 31, 2013.
NOTE 15: CONTINGENCIES
In August 2010, a third-party consultant who works with shipping customers to negotiate lower rates filed a lawsuit in federal district court in California against FedEx and United Parcel Service, Inc. (“UPS”) alleging violations of U.S. antitrust law. This matter was dismissed in May 2011, but the court granted the plaintiff permission to file an amended complaint, which FedEx received in June 2011. In November 2011, the court granted our motion to dismiss this complaint, but again allowed the plaintiff to file an amended complaint. The plaintiff filed a new complaint in December 2011, and the matter remains pending before the court. In February 2011, shortly after the initial lawsuit was filed, we received a demand for the production of information and documents in connection with a civil investigation by the U.S. Department of Justice (“DOJ”) into the policies and practices of FedEx and UPS for dealing with third-party consultants who work with shipping customers to negotiate lower rates. In November 2012, the DOJ served a civil investigative demand on the third-party consultant seeking all pleadings, depositions and documents produced in the lawsuit. We are cooperating with the investigation, do not believe that we have engaged in any anti-competitive activities and will vigorously defend ourselves in any action that may result from the investigation. While the litigation proceedings and the DOJ investigation move forward, and the amount of loss, if any, is dependent on a number of factors that are not yet fully developed or resolved, we do not believe that a material loss is reasonably possible.
67
We have received requests for information from the DOJ in the Northern District of California in connection with a criminal investigation relating to the transportation of packages for online pharmacies that may have shipped pharmaceuticals in violation of federal law. We responded to grand jury subpoenas issued in June 2008 and August 2009 and to additional requests for information pursuant to those subpoenas, and we continue to respond and cooperate with the investigation. We believe that our employees have acted in good faith at all times. We do not believe that we have engaged in any illegal activities and will vigorously defend ourselves in any action that may result from the investigation. The DOJ may pursue a criminal indictment and, if we are convicted, remedies could include fines, penalties, financial forfeiture and compliance conditions. We cannot estimate the amount or range of loss, if any, as such analysis would depend on facts and law that are not yet fully developed or resolved.
FedEx Express and its subsidiaries are subject to other legal proceedings that arise in the ordinary course of their business. In the opinion of management, the aggregate liability, if any, with respect to these other actions will not have a material adverse effect on our financial position, results of operations or cash flows.
NOTE 16: PARENT/AFFILIATE TRANSACTIONS
Affiliate company balances that are currently receivable or payable relate to charges for services provided to or by other FedEx affiliates, which are settled on a monthly basis, or the net activity from participation in FedEx’s consolidated cash management program. In addition, we are allocated net interest on these amounts at market rates.
We maintain an accounts receivable arrangement with FedEx TechConnect. Under this arrangement, we recognize revenue for the transportation services provided to our U.S. customers and factor the related receivables to FedEx TechConnect for collection. We have no continuing involvement with the receivables transferred to FedEx TechConnect. Our net receivables recorded by FedEx TechConnect totaled $1.6 billion at May 31, 2013 and $1.4 billion at May 31, 2012.
The costs of FedEx Services, FedEx TechConnect and FedEx Office and Print Services, Inc., as well as charges for management fees from our parent, are allocated to us and are included in the expense line item “Intercompany charges, net” based on metrics such as relative revenues or estimated services provided. We believe these allocations approximate the net cost of providing the functions.
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NOTE 17: SUMMARY OF QUARTERLY OPERATING RESULTS (UNAUDITED)
| | | | | | | | | | | | | | | | |
(in millions) | | First
Quarter | | | Second
Quarter | | | Third
Quarter | | | Fourth
Quarter | |
| | | | |
2013(1) | | | | | | | | | | | | | | | | |
Revenues | | $ | 6,396 | | | $ | 6,607 | | | $ | 6,462 | | | $ | 6,728 | |
Operating income | | | 200 | | | | 228 | | | | 125 | | | | 1 | |
Net income | | | 126 | | | | 143 | | | | 74 | | | | (13 | ) |
| | | | |
2012(2) | | | | | | | | | | | | | | | | |
Revenues | | $ | 6,409 | | | $ | 6,406 | | | $ | 6,363 | | | $ | 6,588 | |
Operating income | | | 282 | | | | 339 | �� | | | 351 | | | | 276 | |
Net income | | | 185 | | | | 221 | | | | 231 | | | | 171 | |
| (1) | The fourth quarter of 2013 includes $356 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. The third quarter of 2013 includes $34 million and the second quarter of 2013 includes $8 million of direct and allocated business realignment costs. |
| (2) | The fourth quarter of 2012 includes an impairment charge of $134 million resulting from the decision to retire 24 aircraft and related engines. The third quarter of 2012 includes the reversal of a $66 million legal reserve. |
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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 $344 million at May 31, 2013 and $708 million at May 31, 2012. 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 $19 million as of May 31, 2013 and $22 million as of May 31, 2012. 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 will also increase pension and postretirement benefit expense in the years following the losses.
FOREIGN CURRENCY. While we are a global provider of transportation services, the substantial majority of our transactions are denominated in U.S. dollars. The principal foreign currency exchange rate risks to which we are exposed are in the Chinese yuan, euro, Brazilian real, Canadian dollar and the British pound. Historically, our exposure to foreign currency fluctuations is more significant with respect to our revenues than our expenses, as a significant portion of our expenses are denominated in U.S. dollars, such as aircraft and fuel expenses. During 2013 and 2012, foreign currency fluctuations had a slightly positive impact on operating income. However, favorable foreign currency fluctuations also may have had an offsetting impact on the price we obtained or the demand for our services, which is not quantifiable. At May 31, 2013, the result of a uniform 10% strengthening in the value of the dollar relative to the currencies in which our transactions are denominated would result in a decrease in operating income of $132 million for 2014. This theoretical calculation required under SEC guidelines assumes that each exchange rate would change in the same direction relative to the U.S. dollar, which is not consistent with our actual experience in foreign currency transactions. In addition to the direct effects of changes in exchange rates, fluctuations in exchange rates also affect the volume of sales or the foreign currency sales price as competitors’ services become more or less attractive. The sensitivity analysis of the effects of changes in foreign currency exchange rates does not factor in a potential change in sales levels or local currency prices.
COMMODITY. While we have market risk for changes in the price of jet fuel, this risk is largely mitigated by our fuel surcharges because our fuel surcharges are closely linked to market prices for jet fuel. Therefore, a hypothetical 10% change in the price of jet fuel would not be expected to materially affect our earnings over the long term.
However, our fuel surcharges have a timing lag of six to eight weeks before they are adjusted for changes in fuel prices. Our fuel surcharge index also allows fuel prices to fluctuate 2% 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 jet fuel suddenly change by a substantial amount or change by amounts that do not result in an adjustment in our fuel surcharges.
OTHER. We do not purchase or hold any derivative financial instruments for trading purposes.
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REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholder
Federal Express Corporation
We have audited the consolidated financial statements of Federal Express Corporation as of May 31, 2013 and 2012, and for each of the three years in the period ended May 31, 2013, and have issued our report thereon dated July 15, 2013 (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 based on our audits.
In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
/s/ Ernst & Young LLP
Memphis, Tennessee
July 15, 2013
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SCHEDULE II
FEDERAL EXPRESS CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED MAY 31, 2013, 2012, AND 2011
(IN MILLIONS)
| | | | | | | | | | | | | | | | | | | | |
| | | | | | ADDITIONS | | | | | | | |
DESCRIPTION | | BALANCE
AT
BEGINNING
OF YEAR | | | CHARGED
TO
EXPENSES | | | CHARGED
TO
OTHER
ACCOUNTS | | | DEDUCTIONS | | | BALANCE
AT
END OF
YEAR | |
| | | | | |
Accounts Receivable Reserves: | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Allowance for Doubtful Accounts | | | | | | | | | | | | | | | | | | | | |
| | | | | |
2013 | | $ | 33 | | | $ | 135 | | | $ | — | | | $ | 136 | (a) | | $ | 32 | |
| | | | | | | | | | | | | | | | | | | | |
2012 | | | 37 | | | | 117 | | | | — | | | | 121 | (a) | | | 33 | |
| | | | | | | | | | | | | | | | | | | | |
2011 | | | 34 | | | | 117 | | | | — | | | | 114 | (a) | | | 37 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Allowance for Revenue Adjustments | | | | | | | | | | | | | | | | | | | | |
| | | | | |
2013 | | $ | 54 | | | $ | — | | | $ | 398 | (b) | | $ | 400 | (c) | | $ | 52 | |
| | | | | | | | | | | | | | | | | | | | |
2012 | | | 46 | | | | — | | | | 410 | (b) | | | 402 | (c) | | | 54 | |
| | | | | | | | | | | | | | | | | | | | |
2011 | | | 37 | | | | — | | | | 367 | (b) | | | 358 | (c) | | | 46 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
| Inventory Valuation Allowance: | | | | | | | | | | | | | | | | | | | | |
| | | | | |
2013 | | $ | 183 | | | $ | 23 | | | $ | — | | | $ | 2 | | | $ | 204 | |
| | | | | | | | | | | | | | | | | | | | |
2012 | | | 169 | | | | 14 | | | | — | | | | — | | | | 183 | |
| | | | | | | | | | | | | | | | | | | | |
2011 | | | 170 | | | | 12 | | | | — | | | | 13 | | | | 169 | |
| | | | | | | | | | | | | | | | | | | | |
| (a) | Uncollectible accounts written off, net of recoveries. |
| (b) | Principally charged against revenue. |
| (c) | Service failures, rebills and other. |
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FEDERAL EXPRESS CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(UNAUDITED)
(IN MILLIONS, EXCEPT RATIOS)
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended May 31, | |
| | | 2013 | | | 2012 | | | 2011 | | | 2010 | | | 2009 | |
| | | | | |
Earnings: | | | | | | | | | | | | | | | | | | | | |
Income before income taxes | | $ | 508 | | | $ | 1,237 | | | $ | 1,140 | | | $ | 1,059 | | | $ | 732 | |
Add back: | | | | | | | | | | | | | | | | | | | | |
Interest expense, net of capitalized interest | | | — | | | | — | | | | — | | | | — | | | | 4 | |
Portion of rent expense representative of interest factor | | | 598 | | | | 566 | | | | 611 | | | | 572 | | | | 576 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Earnings as adjusted | | $ | 1,106 | | | $ | 1,803 | | | $ | 1,751 | | | $ | 1,631 | | | $ | 1,312 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Fixed Charges: | | | | | | | | | | | | | | | | | | | | |
Interest expense, net of capitalized interest | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 4 | |
Capitalized interest | | | 43 | | | | 80 | | | | 61 | | | | 65 | | | | 58 | |
Portion of rent expense representative of interest factor | | | 598 | | | | 566 | | | | 611 | | | | 572 | | | | 576 | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 641 | | | $ | 646 | | | $ | 672 | | | $ | 637 | | | $ | 638 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Ratio of Earnings to Fixed Charges | | | 1.7 | | | | 2.8 | | | | 2.6 | | | | 2.6 | | | | 2.1 | |
| | | | | | | | | | | | | | | | | | | | |
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EXHIBIT INDEX
| | |
Exhibit Number | | Description of Exhibit |
| |
| | Certificate of Incorporation and Bylaws |
| |
3.1 | | Restated Certificate of Incorporation of FedEx Express, as amended. (Filed as Exhibit 3.1 to FedEx’s FY98 Third Quarter Report on Form 10-Q and incorporated herein by reference.) |
| |
3.2 | | By-laws of FedEx Express. (Filed as Exhibit 3.2 to FedEx Express’s FY93 Annual Report on Form 10-K 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. (Filed as Exhibit 10.1 to FedEx’s FY07 Annual Report on Form 10-K, and incorporated herein by reference.) |
| |
10.2 | | First Amendment dated December 29, 2009 (but effective as of September 1, 2008) to the Composite Lease Agreement dated May 21, 2007 (but effective as of January 1, 2007) between the Authority and FedEx Express. (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. (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. (Filed as Exhibit 10.4 to FedEx’s FY12 Third Quarter Report on Form 10-Q, and incorporated herein by reference.) |
| |
10.5 | | Fifth Amendment dated December 19, 2012 (but effective as of January 1, 2013) to the Composite Lease Agreement dated May 21, 2007 (but effective as of January 1, 2007) between the Authority and FedEx Express. (Filed as Exhibit 10.5 to FedEx’s FY13 Third Quarter Report on Form 10-Q, and incorporated herein by reference.) |
| |
10.6 | | Special Facility Lease Agreement dated as of August 1, 1979 between the Authority and FedEx Express. (Filed as Exhibit 10.15 to FedEx Express’s FY90 Annual Report on Form 10-K, and incorporated herein by reference.) |
| |
10.7 | | 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.) |
| |
10.8 | | 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.) |
E-1
| | |
Exhibit Number | | Description of Exhibit |
| |
| 10.9 | | 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.) |
| |
| 10.10 | | 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.) |
| |
| 10.11 | | 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.) |
| |
| 10.12 | | Sixth Special Facility Supplemental Lease Agreement dated as of December 1, 2001 between the Authority and FedEx Express. (Filed as Exhibit 10.28 to FedEx’s FY02 Annual Report on Form 10-K, and incorporated herein by reference.) |
| |
| 10.13 | | 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 First Quarter Report on Form 10-Q, and incorporated herein by reference.) |
| |
| 10.14 | | Special Facility Lease Agreement dated as of July 1, 1993 between the Authority and FedEx Express. (Filed as Exhibit 10.29 to FedEx Express’s FY93 Annual Report on Form 10-K, and incorporated herein by reference.) |
| |
| 10.15 | | 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.) |
| |
| 10.16 | | 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 10.2 to FedEx’s FY10 Third Quarter Report on Form 10-Q, and incorporated herein by reference.) |
| |
| | Aircraft-Related Agreements |
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| 10.17 | | 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 10.1 to FedEx’s FY07 Second Quarter Report on Form 10-Q, and incorporated herein by reference.) |
| |
| 10.18 | | 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. (Filed as Exhibit 10.13 to FedEx’s FY08 Annual Report on Form 10-K, and incorporated herein by reference.) |
| |
| 10.19 | | 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. (Filed as Exhibit 10.3 to FedEx’s FY09 Second Quarter Report on Form 10-Q, and incorporated herein by reference.) |
E-2
| | |
Exhibit Number | | Description of Exhibit |
| |
10.20 | | 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. 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 FY09 Second Quarter Report on Form 10-Q, and incorporated herein by reference.) |
| |
10.21 | | 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. 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 Third Quarter Report on Form 10-Q, and incorporated herein by reference.) |
| |
10.22 | | 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. 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 10.17 to FedEx’s FY09 Annual Report on Form 10-K, and incorporated herein by reference.) |
| |
10.23 | | 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. 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 FY10 Third Quarter Report on Form 10-Q, and incorporated herein by reference.) |
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10.24 | | 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. 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 10.22 to FedEx’s FY10 Annual Report on Form 10-K, and incorporated herein by reference). |
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10.25 | | 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. 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 First Quarter Report on Form 10-Q, and incorporated herein by reference.) |
| |
10.26 | | 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. 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 Second Quarter Report on Form 10-Q, and incorporated herein by reference.) |
E-3
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Exhibit Number | | Description of Exhibit |
| |
10.27 | | Supplemental Agreement No. 16 (and related side letters) dated as of January 31, 2011, and Supplemental Agreement No. 17 dated as of February 14, 2011, each amending the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express. 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 Third Quarter Report on Form 10-Q, and incorporated herein by reference.) |
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10.28 | | Supplemental Agreement No. 18 (and related side letter) dated as of March 30, 2011 to the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express. 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.) |
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10.29 | | Supplemental Agreement No. 19 (and related side letter) dated as of October 27, 2011, amending the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express. 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 FY12 Second Quarter Report on Form 10-Q, and incorporated herein by reference.) |
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10.30 | | Supplemental Agreement No. 20 (and related side letters) dated as of December 14, 2011, amending the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express. 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 FY12 Third Quarter Report on Form 10-Q, and incorporated herein by reference.) |
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10.31 | | Boeing 767-3S2 Freighter Purchase Agreement dated as of December 14, 2011 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 10.1 to FedEx’s FY12 Third Quarter Report on Form 10-Q, and incorporated herein by reference.) |
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10.32 | | Supplemental Agreement No. 1 (and related side letters) dated as of June 29, 2012, amending the Boeing 767-3S2 Freighter Purchase Agreement dated as of December 14, 2011 between The Boeing Company and Federal Express. 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 FY13 First Quarter Report on Form 10-Q, and incorporated herein by reference.) |
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10.33 | | Supplemental Agreement No. 21 dated as of June 29, 2012, amending the Boeing 777 Freighter Purchase Agreement dated November 7, 2006 between The Boeing Company and Federal Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.2 to FedEx’s FY13 First Quarter Report on Form 10-Q, and incorporated herein by reference.) |
E-4
| | |
Exhibit Number | | Description of Exhibit |
| |
10.34 | | Supplemental Agreement No. 2 dated as of October 8, 2012, amending the Boeing 767-3S2 Freighter Purchase Agreement dated as of December 14, 2011 between The Boeing Company and Federal Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.2 to FedEx’s FY13 Second Quarter Report on Form 10-Q, and incorporated herein by reference.) |
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10.35 | | Supplemental Agreement No. 3 (and related side letters) dated as of December 11, 2012, amending the Boeing 767-3S2 Freighter Purchase Agreement dated as of December 14, 2011 between The Boeing Company and Federal Express. 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 FY13 Third Quarter Report on Form 10-Q, and incorporated herein by reference.) |
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10.36 | | Supplemental Agreement No. 22 (and related side letters) dated as of December 11, 2012, amending the Boeing 777 Freighter Purchase Agreement dated November 7, 2006 between The Boeing Company and Federal Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.2 to FedEx’s FY13 Third Quarter Report on Form 10-Q, and incorporated herein by reference.) |
| |
| | U.S. Postal Service Agreements |
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10.37 | | Transportation Agreement dated July 31, 2006 between the United States Postal Service (the “USPS”) and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.2 to FedEx’s FY07 First Quarter Report on Form 10-Q, and incorporated herein by reference.) |
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10.38 | | Amendment dated November 30, 2006 to the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.2 to FedEx’s FY07 Second Quarter Report on Form 10-Q, and incorporated herein by reference.) |
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10.39 | | Letter Agreement dated March 8, 2007 and Letter Agreement dated May 14, 2007, each amending the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.15 to FedEx’s FY07 Annual Report on Form 10-K, and incorporated herein by reference.) |
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10.40 | | Amendment dated June 20, 2007 and Amendment dated July 31, 2007, each amending the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.1 to FedEx’s FY08 First Quarter Report on Form 10-Q, and incorporated herein by reference.) |
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10.41 | | Amendment dated December 4, 2007 to the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.1 to FedEx’s FY08 Third Quarter Report on Form 10-Q, and incorporated herein by reference.) |
E-5
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Exhibit Number | | Description of Exhibit |
| |
10.42 | | Letter Agreement dated October 23, 2008 and Amendment dated October 23, 2008, each amending the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.1 to FedEx’s FY09 Second Quarter Report on Form 10-Q, and incorporated herein by reference.) |
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10.43 | | Letter Agreement dated March 4, 2009, amending the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. (Filed as Exhibit 10.24 to FedEx’s FY09 Annual Report on Form 10-K, and incorporated herein by reference.) |
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10.44 | | Letter Agreement dated September 29, 2009, amending the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.1 to FedEx’s FY10 Second Quarter Report on Form 10-Q, and incorporated herein by reference.) |
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10.45 | | Amendment dated December 8, 2009 to the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.4 to FedEx’s FY10 Third Quarter Report on Form 10-Q, and incorporated herein by reference.) |
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10.46 | | Letter Agreement dated August 30, 2010, amending the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.2 to FedEx’s FY11 First Quarter Report on Form 10-Q, and incorporated herein by reference.) |
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10.47 | | Amendment dated November 22, 2010 to the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.3 to FedEx’s FY11 Second Quarter Report on Form 10-Q, and incorporated herein by reference.) |
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10.48 | | Letter Agreement dated September 9, 2011, amending the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.3 to FedEx’s FY12 Second Quarter Report on Form 10-Q, and incorporated herein by reference.) |
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10.49 | | Amendment dated December 5, 2011 to the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.3 to FedEx’s FY12 Third Quarter Report on Form 10-Q, and incorporated herein by reference.) |
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10.50 | | Amendment dated December 3, 2012 to the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.3 to FedEx’s FY13 Third Quarter Report on Form 10-Q, and incorporated herein by reference.) |
E-6
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Exhibit Number | | Description of Exhibit |
| |
10.51 | | Letter Agreement dated January 25, 2013, amending the Transportation Agreement dated July 31, 2006 between the USPS and FedEx Express. Confidential treatment has been granted for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.4 to FedEx’s FY13 Third Quarter Report on Form 10-Q, and incorporated herein by reference.) |
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10.52 | | Transportation Agreement dated April 23, 2013 between the USPS and FedEx Express. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.52 to FedEx’s FY13 Annual Report on Form 10-K, and incorporated herein by reference.) |
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10.53 | | Amendment dated May 28, 2013, amending the Transportation Agreement dated April 23, 2013 between the USPS and FedEx Express. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.53 to FedEx’s Annual Report on Form 10-K, and incorporated herein by reference.) |
| |
| | Financing Agreement |
| |
10.54 | | 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.) |
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10.55 | | First Amendment dated March 1, 2013 amending the Five-Year Credit Agreement dated April 26, 2011, among FedEx, JPMorgan Chase Bank, N.A., individually and as administrative agent, and certain lenders. (Filed as Exhibit 10.6 to FedEx’s FY13 Third Quarter Report on Form 10-Q, and incorporated herein by reference.) FedEx Express is not filing any other instruments evidencing any indebtedness because the total amount of securities authorized under any single such instrument does not exceed 10% of the total assets of FedEx Express and its subsidiaries on a consolidated basis. Copies of such instruments will be furnished to the Securities and Exchange Commission upon request. |
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| | Other Exhibits |
| |
*12 | | Statement re Computation of Ratio of Earnings to Fixed Charges (presented on page 73 of this Annual Report on Form 10-K). |
| |
*23 | | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. |
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*24 | | Powers of Attorney. |
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*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. |
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*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. |
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*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. |
E-7
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Exhibit Number | | Description of Exhibit |
| |
*32.2 | | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| |
*101.1 | | Interactive Data Files. |
E-8
