FedEx
Annual Report 2007

Plain-text annual report

F e d E x C o r p o r a t i o n A n n u a l R e p o r t 2 0 0 7 Possibility speaks. FedEx Corporation 942 South Shady Grove Road Memphis, Tennessee 38120 fedex.com Talking to FedEx gives voice to new possibilities. And those conversations yield powerful returns: ideas that move your business and the world forward. Quiksilver meets the demand for its outdoor sports apparel and accessories in 90 countries — from Chile to China — using the FedEx portfolio for global sourcing and distribution.  With the most express flights from India and secure, temperature-controlled delivery, FedEx helps Zydus Cadila provide its healthcare solutions to people around the globe.  Using a variety of FedEx shipping solutions, Build-A-Bear Workshop® brings customized, furry friendships to life in more than 15 countries.  With freight delivery options that match speed to need, FedEx keeps Borders employees selling books rather than waiting for trucks.   Rosenstiel’s, a family-owned business since 1880, uses FedEx as its modern-day clipper ship to export fine art prints from London to more than 100 countries.  Using critical replacement parts stocked at FedEx Kinko’s Office and Print Centers, Wincor Nixdorf’s technicians get customers’ ATMs up and running faster.   By replacing Boeing 727s with 757s, FedEx is adding planes that lessen the environmental impact — reducing fuel consumption up to 36% while providing 20% more capacity.  By consolidating Lug’s shipments from Canada, FedEx enables the company to cut costs, streamline customs clearance and move 10 times more of its travel accessories across the border each day. 0 With the click of a mouse you can access FedEx Kinko’s Print Online, an innovation that connects your computer to the professional printing capabilities of FedEx Kinko’s Office and Print Centers.   Possibilities speak loudest to those who want to achieve more: the possibility of innovation to give you an advantage your competitors can’t match, new choices to ensure a better future, and greater access for communities at the farthest frontiers of the world. FedEx has always been fluent in possibility. We continue to give people, businesses and nations the ability to move forward, achieving higher standards of living and new levels of success. Financial Highlights In millions, except earnings per share Operating Results Revenues Operating income Operating margin Net income Diluted earnings per common share Average common and common equivalent shares Capital expenditures Financial Position Total assets Long-term debt, including current portion Common stockholders’ investment 2007(1) 2006(2) Percent Change $35,214 3,276 9.3 % 2,016 6.48 311 2,882 $24,000 2,646 12,656 $32,294 3,014 9.3 % 1,806 5.83 310 2,518 $22,690 2,442 11,511 9 9 12 11 14 6 8 10 2003 2004 2005 2006 2007 2003 2004 2005 2006() 2007() 00 00() 2007() 00 00 2003 2004 2005 2006() 2007() 00 00() 2007() 00 00 $22.5 $24.7 $29.4 $32.3 $35.2 6.5% 5.8% .% .% 8.4% 9.3% 9.3% .% .% 9.3% $2.74 $2.76 $4.72 $5.83 $6.48 Revenue (in billions) Operating margin Operating margin Diluted earnings per common share 2003 2004 2005 2006() 2007() 2003 2004 2005 2006 2007 2003 2004 2005 2006 2007 12.0% 10.9% 16.4% 17.1% 16.7% 21.7% 30.9% 22.6% 17.5% 17.3% $63.98 $73.58 $89.42 $109.27 $111.62 Return on average equity Debt to total capitalization Stock price (May 31 close) (1) Results for 2007 include a $143 million charge associated with upfront compensation and benefits under the new pilot labor contract. (2) Results for 2006 include a $79 million ($49 million, net of tax, or $0.16 per diluted share) charge to adjust the accounting for certain facility leases. MESSAGE FROM THE CHAIRMAN To Our Shareowners: This past year, 280,000 FedEx team members applied their dedication, creativity, and passion to the task of changing what’s possible for our customers, offering them more innovative solutions, faster delivery, and greater access to the world. In short, our team members are providing a consistently outstanding customer experience that we believe sets an industry standard. Thanks to their efforts, I am pleased to report that FedEx Corporation achieved another benchmark in financial performance. We have just entered our 35th year of continuous operation, and often, someone mentions to me they’ve seen the first FedEx aircraft — the very special “Wendy” N8FE — at the Smithsonian Air and Space Museum. I tell them how honored I am to be a part of that history. But I also say I’m proud to be part of a team that focuses on the future and new ways we can help our customers achieve their goals in the vast global marketplace. In fact, I often tell people that FedEx is just getting started. Though customers may begin talking to us about one or more of our services, they sometimes end up telling us what they really want to accomplish is better service, greater sales, and higher profits. Then, given our broad portfolio of solutions, we can really help them achieve their goals. And as we talk to businesses large and small, we realize that what FedEx provides is greater than transportation, logistics, and business services. We ultimately provide access. As we’ve learned from our landmark research with SRI International, greater access leads to better societies. Individuals, businesses, and nations alike benefit from the ability to draw from a global marketplace of goods, services, and information. The possibilities speak to our customers, and they speak to us at FedEx as well. Looking forward, we will strive to meet the evolving needs of our customers and create new markets for our services. With that forward focus in mind, I’d like to mention in particular three areas of accomplishment among many in fiscal 2007. The first is the growth of our networks. We believe we have the best collection of networks in the industry and are always looking to expand them strategically for more profitable growth and greater possibilities for our customers. In FY07, we completed acquisitions in areas where we see a bright future. In China, FedEx Express completed its acquisition of our partner DTW’s share of our joint venture international priority express business. We also acquired DTW’s domestic China express network. Within three months, we instituted next-business-day domestic express service in China, improving access to markets for businesses throughout the world’s largest nation. In India, we acquired our service provider, PAFEX, giving us a wholly owned subsidiary serving nearly 4,400 destinations in a country that has joined China as one of the world’s fastest growing markets. We strengthened our network in both the eastern and western portions of the European Union. In the UK, we acquired ANC, allowing FedEx Express to directly serve the entire UK domestic market, providing customers a broader range of shipping options and services. In Hungary, we acquired our global service provider there, Flying-Cargo, increasing our capacity in fast-growing eastern Europe. In North America, we enhanced our less-than-truckload freight portfolio by completing the acquisition of Watkins Motor Lines. Watkins now operates as FedEx National LTL, broadening our FedEx Freight service offerings. Watkins’ Canadian operations are now FedEx Freight Canada, a great addition to our portfolio there. A number of new terminals were opened throughout the Freight system this past year. The second area of accomplishment to note this past fiscal year was continued crisp execution. When we acquired FedEx Kinko’s, we envisioned it as a complementary and powerful retail and digital network, having great synergies with other FedEx services. We made significant progress toward that vision in FY07. We are weaving FedEx philosophy, culture, and metrics deep into the fabric of FedEx Kinko’s, resulting in reduced employee turnover and continued performance improvement. We rolled out a new, more compact model for FedEx Kinko’s centers and opened more than 200 of them in FY07. This new model will help us open more locations faster and increase convenience and service for our customers. Through FedEx Print Online, we are applying our digital network expertise to helping customers print complex documents, regardless of time and distance. In the same vein, customers can now initiate end-to-end direct mail campaigns right from their computers, with the order fulfilled at a FedEx Kinko’s. The FedEx Kinko’s network is now producing significant revenues — at an $800,000,000 run rate as we ended FY07 — for our Express and Ground companies. This highly profitable traffic is growing substantially. FedEx Ground made a seamless transition from its long- time leader Dan Sullivan to its new president and CEO, Dave Rebholz, who brings great skills and many years of FedEx experience to his new role. This past year FedEx Ground added new hubs, additional direct routings, and numerous IT system improvements to further reduce transit times in our Ground network. A number of new state-of-the-art FedEx Ground facilities were opened during FY07. The FedEx Ground small business owners have remained committed to providing outstanding service to Ground customers, despite litigation challenges. As we have in the past, we will continue to aggressively defend our model, wherever challenged. At FedEx Express, we further strengthened our industry- leading global network. Our strongest emphasis in FY07 came where growth is fastest: Asia. Our new Asia Pacific  MESSAGE FROM THE CHAIRMAN Hub is slated to open in FY09 in Guangzhou, the epicenter of Chinese manufacturing, optimally positioning us to meet the future needs of this thriving market. Our domestic hub in Hangzhou opened at the end of FY07 and will play a major role in our new China system. We also created a new administrative center for China in Nanjing and one for the Asia Pacific region in Manila. We added more capacity to meet projected shipping growth in South Korea as well. A third area of significant accomplishment is our continuing commitment to improving our customers’ experience at every FedEx touchpoint. We know that expanding the physical networks of our companies is not enough. We must also fulfill our Purple Promise: “I will make every FedEx experience outstanding.” In FY07, we revamped our Service Quality Index across operating companies to better reflect customer needs. This is making our networks easier to use and helping us offer new solutions that enable customers to build their businesses by tapping into the power of access. FedEx team members in our operating companies literally see the world from the air, the ground, and from store windows facing main streets and malls in cities and towns of every size. From every angle, we see opportunities to improve the quality of life for people in the communities we serve. We continue to act on many of those opportunities, both in our daily business activities and through our corporate citizenship activities. In FY07, we expanded our long-standing commitment to bring help quickly when disaster strikes. We announced a donation to the Salvation Army to deploy mobile canteens, each providing up to 2,500 meals a day, along with a grant to train Salvation Army emergency response personnel in countries around the world. On a day-to-day basis, our company continues to increase support to communities by giving people access to needed food, education, medical care, safety programs, and more. This past year, in conjunction with Heart to Heart, we agreed to pre-stage disaster-relief supplies in a response center in Kansas City and in FedEx facilities in Subic Bay, Dubai, and Miami. We also maintain a significant support relationship with the Red Cross to help in times of crisis. We recognize the importance of environmental stewardship and the necessity of improving fuel efficiency. That is why we are adding more hybrid vans to our FedEx Express fleet and are participating in the development of improved commercial hybrid powertrains, to accelerate the spread and lower the acquisition costs of this promising technology industry-wide. We will further reduce our energy intensity and noise footprint by acquiring Boeing 757 aircraft, which offer major reductions in fuel consumption per ton earned over the planes they replace. Also with conservation in mind, we have chosen the fuel-efficient Boeing 777-200LR twin jet wide-body freighter to meet future international expansion needs. Our focus in FY07 resolutely remained on providing more possibilities each day to our customers, while positioning FedEx to extend access to more markets and offer more services in coming years. This is how the people of FedEx keep businesses small and large on the leading edge of commerce — equipping them for continued success in a changing business world. Though the years ahead will certainly contain challenges, there will also be unprecedented opportunities. Whether in China, Chile, California or the Czech Republic, people today move to a global beat of new possibilities, thanks in large part to the explosive growth of access to goods and ideas. It’s a future we at FedEx anticipate with great excitement. Sincerely, Frederick W. Smith Chairman, President and Chief Executive Officer  Talking with FedEx results in tailored solutions that take advantage of our global transportation and information networks: FedEx Express provides time-definite shipping to more than 220 countries and territories. FedEx Ground provides cost-effective, day- definite package delivery throughout the United States and Canada. FedEx Freight is a leading North American less-than-truckload freight company. FedEx Kinko’s is a leading provider of document solutions and business services, with a global retail network of nearly 1,700 locations.  Possibilities speak when we talk with customers about enhancing their return on investment, increasing sales, improving the experience for their customers or extending access to more of the world. By understanding customers’ needs and tailoring solutions to serve them, we help turn conversations into the fulfillment of valuable possibilities.   ChinaSony 0 “FedEx framed the conversation around Sony’s end objectives — with results that help us grow our business.” “Sony’s business units span many segments of the electronics and entertainment industries. But whether it’s a movie, a music CD or a computer game, our products all excite and touch the lives of our customers. That’s really how the whole conversation with FedEx started: How can we compete as a united front? We didn’t need vendors — we needed a carrier that could help us work smarter and grow our business. FedEx talked with us to understand our business objectives. They saw that some of our processes weren’t serving our business needs and proposed changes to better address what we really wanted to accomplish. We didn’t expect FedEx to focus on our business objectives, but that’s what made the discussions and the solutions so valuable. “The conversations extended to all of our business units. If we said, ‘We want X,’ FedEx asked what X meant to us — what was the root need? They worked across the operating companies to build solutions that help us better serve our customers and vendors, reduce costs and give us the competitive edge. Today, the conversation has become about how we’re going to move forward in our industry.” — Todd Yamagiwa, Director of Logistics, Sony Logistics of America  Hitting critical “street dates” has gotten easier for Sony and its customers with the help of FedEx. In Sony’s business, the number one priority is meeting the “street dates” when new products are expected to arrive across retail outlets for public release. Missing that window not only disappoints consumers and hurts sales, it also results in retailer penalties and other costs. FedEx saw that 100% in-transit visibility was essential. We provided a creative technology solution that gives Sony the information it needs to make solid decisions if weather or other factors threaten the timing of a shipment. And with the flexibility to access FedEx express, ground and freight services to optimize shipping, Sony has increased its on-time performance serving retail outlets across North America. The company is also taking advantage of a similar flexibility to cut costs and better fulfill direct-to- consumer orders for computer equipment, electronics and more through its Web site, sonystyle.com. With thousands of product releases each year, Sony counts on FedEx to keep the hits coming.  Crocs  “ Crocs gained global advantages when FedEx changed the conversation about what was possible.” “When Crocs started talking to FedEx three years ago, we were a small company that wanted to break the mold in our industry. Footwear has always been a seasonal business where retailers typically place orders six months ahead. We wanted a greater ability to match styles and colors to changing demand. In a series of discussions, FedEx coached us on adopting a direct distribution model that would give us the just-in-time replenishment capabilities of a high- tech manufacturer — and save $5 million annually on traditional warehousing and distribution. These discussions brought our vision of rapid replenishment to life with a solution unlike anything in our industry. “We’ve relied on our relationship with individuals across FedEx as we’ve grown from $13.5 million to more than $350 million in sales over the past three years. Apart from providing solutions for a wide range of issues, they’ve been a great sounding board for us. It’s not an overstatement to say that our conversations with FedEx have been instrumental in our success.” — Scott Crutchfield, VP of Operations, Crocs, Inc.  With FedEx shipping options from China, Crocs has turn-on-a-dime control of its distribution. Crocs invites everyone to “walk a mile in our shoes,” but those shoes typically cross several thousand miles to reach devoted customers’ feet. FedEx provides the company with a suite of services to move products manufactured in China to the U.S. market, matching speed to demand. Using an innovative technology solution developed by FedEx, Crocs can select the best mode of delivery for a shipment and generate the appropriate U.S. domestic shipping labels in China. During peak seasons — and whenever the hottest-selling shoes and new releases need to get into stores quickly — FedEx Express moves bulk shipments by air and breaks them down on arrival for delivery to retailers. More classic stock moves in bulk via ocean shipments, arranged by FedEx Trade Networks, for final delivery through FedEx Ground and FedEx Freight. Whether the company needs to meet a surge in demand for a special product release, or a retailer’s request for as few as 24 pairs, FedEx has given Crocs the flexibility to choose the distribution method to match.   China  “ What FedEx is doing in China today is so different — it opens up possibilities that customers are increasingly talking to us about.” “Sometimes in order to change the conversation about what’s possible, you have to build the infrastructure to support new ideas. We did this when FedEx began service in the United States 35 years ago, and the growth in China today is even greater. Middle-class incomes are rising dramatically — China is expected to become the world’s third-largest consumer market in the coming decades. By building two new hubs here, we’re expanding access within the country and for our customers around the world. “In May, our new China domestic hub in Hangzhou began operations, providing time- or day-definite service to more than 200 cities and counties poised for growth. And in December 2008, we’ll relocate our current Asia Pacific hub in Subic Bay, Philippines, farther north to Guangzhou. It’s a move that uniquely positions us to serve the global demand for service in and out of the booming Pearl River Delta region. These investments are initiating some of the most powerful conversations we have today: helping companies large and small navigate this market and grow their business here.” — David L. Cunningham Jr., President, Asia Pacific, FedEx Express  “ Even before a conversation starts, we’re looking ahead for new answers. FedEx Innovation Lab was created for this purpose.” “Our job is to keep changing what’s possible. That means using imagination to address needs that others haven’t anticipated — or maybe never thought could be met. FedEx was founded on this ability, and we set up the lab to support innovation by exploring emerging technologies and ideas that might be applied anywhere from two years to much farther into the future. “Within our portfolios, we’re working with mobile technologies, biometrics and video object recognition, as a few examples. Some of the applications are operationally driven; others are more customer-focused. Ultimately, they’re all designed to contribute to the customer experience. One innovation we’re piloting now is packaging with sensors that continually monitor temperature, humidity, speed and light — factors that are critical for certain types of shipments. Advanced as it sounds, it goes back to our idea that ‘the information about the package is as important as the package itself.’ This important principle has driven FedEx from the beginning.” — Miley Ainsworth, Director, Innovation and Scanning Technology, FedEx Innovation Lab 0  MESSAGE FROM THE CHIEF FINANCIAL OFFICER To Our Shareowners: FedEx delivered solid financial performance for our shareowners despite increasingly challenging economic conditions in fiscal 2007. Our results benefited from the continued strong growth of our ground and international express businesses and from our investments to expand our portfolio of service offerings, drive revenue growth and increase productivity. We completed strategic acquisitions in three dynamic international markets — China, India and the United Kingdom — and began offering domestic time-definite service to customers throughout China. In the United States, we absorbed the acquisition and network integration costs associated with our new FedEx National LTL business. We also made investments in technology and network infrastructure at FedEx Ground, which have resulted in faster delivery lanes and increased productivity. Finally, we continued to expand the FedEx Kinko’s retail network with 226 new store openings in FY07. During the year, we also announced our intentions to modernize our employee retirement plans in response to a changing regulatory landscape and shifting demographic trends. The recently adopted and proposed accounting rules presented an unacceptable level of risk and volatility to the future of the company. Under our new programs, we expect our retirement plan costs to become more predictable. In addition, we were able to reduce the impact on shareholder equity of the adoption of SFAS 158  by $1 billion. We feel these changes balance our responsibilities to remain competitive in the future, to provide our employees with a comfortable retirement and to maintain our fiscal responsibility to our shareowners. In FY08, we will continue to be challenged by a soft economic environment; however, we will continue to make significant investments in our global networks. These investments will position our company to continue to achieve our long-term financial goals of improving earnings, margins, cash flows and returns for our shareowners. We have an excellent track record in this regard. Over the last 10 years, our revenues have grown more than 11 percent on a compounded annual basis while net income has increased more than 18 percent. Equally as important, our shareholders have earned more than 15 percent annually on their investment during that time. Thank you for your continued support as a FedEx shareowner. I hope you share my confidence that we will deliver on our long-term financial goals for our investors. Alan B. Graf, Jr. Executive Vice President and Chief Financial Officer Comparison of Five-Year Cumulative Total Return* $ 220 ------------------------------------------------------------------------------------------------------- $ 200 ------------------------------------------------------------------------------------------------------- $ 180 ------------------------------------------------------------------------------------------------------- $ 160 ------------------------------------------------------------------------------------------------------- $ 140 ------------------------------------------------------------------------------------------------------- $ 120 ------------------------------------------------------------------------------------------------------- $ 100 ------------------------------------------------------------------------------------------------------- $ 80 ------------------------------------------------------------------------------------------------------- 2002 2003 2004 2005 2006 2007 FedEx Corporation Dow Jones Transportation Average S&P 500 * Shows the value, at the end of each of the last five fiscal years, of $100 invested in FedEx Corporation common stock or the relevant index on May 31, 2002, and assumes reinvestment of dividends. Fiscal year ended May 31. 34 Management’s Discussion and Analysis 57 Management’s Report on Internal Control over Financial Reporting 58 Report of Independent Registered Public Accounting Firm 59 Consolidated Financial Statements 63 Notes to Consolidated Financial Statements 88 Report of Independent Registered Public Accounting Firm 89 Selected Financial Data 90 Board of Directors 91 Executive Officers and Senior Management 92 Corporate Information Financial Results 33 MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Overview of Financial Section The financial section of the FedEx Corporation (“FedEx”) Annual Report 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 signifi- cant accounting policies, practices and the transactions that underlie our financial results. The following MD&A describes the principal factors affecting the results of operations, liquidity, capital resources, contractual cash obligations and the critical accounting estimates of FedEx. The discussion in the financial section should be read in conjunction with the other sections of this Annual Report and our detailed discussion of risk factors included in this MD&A. OrganizatiOn Of infOrmatiOn Our MD&A is comprised of three major sections: Results of Operations, Financial Condition and Critical Accounting Estimates. These sections include the following information: • Results of Operations includes an overview of our consolidated 2007 results compared to 2006, and 2006 results compared to 2005. This section also includes a discussion of key actions and events that impacted our results, as well as a discussion of our outlook for 2008. • The overview is followed by a financial summary and analysis (including a discussion of both historical operating results and our outlook for 2008) for each of our four reportable business segments. • Our financial condition is reviewed through an analysis of key elements of our liquidity, capital resources and contractual cash obligations, including a discussion of our cash flow statements and our financial commitments. • We conclude with a discussion of the critical accounting esti- mates that we believe are important to understanding certain of the material judgments and assumptions incorporated in our reported financial results. DescriptiOn Of Business FedEx provides a broad portfolio of transportation, e-commerce and business services through companies competing collec- tively, operating independently and managed collaboratively, under the respected FedEx brand. These operating companies are primarily represented by FedEx Express, the world’s largest express transportation company; FedEx Ground, a leading pro- vider of small-package ground delivery services; FedEx Freight Corporation, a leading U.S. provider of less-than-truckload (“LTL”) freight services; and FedEx Kinko’s, a leading provider of document solutions and business services. These companies rep- resent our major service lines and form the core of our reportable segments. See “Reportable Segments” for further discussion. The key indicators necessary to understand our operating results include: • the overall customer demand for our various services; • the volumes of transportation and business services provided through our networks, primarily measured by our average daily volume and shipment weight; • the mix of services purchased by our customers; • the prices we obtain for our services, primarily measured by yield (average price per shipment or pound) or average price per hundredweight for FedEx Freight LTL Group shipments; • our ability to manage our cost structure for capital expendi- tures and operating expenses and to match our cost structure to 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. Except as otherwise specified, references to years indicate our fiscal year ended May 31, 2007 or ended May 31 of the year ref- erenced and comparisons are to the prior year. References to our transportation segments mean, collectively, our FedEx Express, FedEx Ground and FedEx Freight segments. 34 MANAGEMENT’S DISCUSSION AND ANALYSIS Results of Operations cOnsOliDateD results The following table compares revenues, operating income, operating margin, net income and diluted earnings per share (dollars in millions, except per share amounts) for the years ended May 31: Revenues Operating income Operating margin Net income Diluted earnings per share 2007(1) 2006(2) 2005(3) 2007/2006 2006/2005 Percent Change $ 35,214 3,276 9.3% $ 2,016 $ 6.48 $ 32,294 3,014 9.3% $ 1,806 $ 5.83 $ 29,363 2,471 8.4% $ 1,449 $ 4.72 9 9 –bp 12 11 10 22 90bp 25 24 (1) Operating expenses include a $143 million charge at FedEx Express associated with upfront compensation and benefits under the new labor contract with our pilots, which was ratified in October 2006. The impact of this new contract on second quarter net income was approximately $78 million net of tax, or $0.25 per diluted share. (2) Operating expenses include a $79 million ($49 million, net of tax, or $0.16 per diluted share) charge to adjust the accounting for certain facility leases, predominantly at FedEx Express. (3) Results include a $48 million ($31 million, net of tax, or $0.10 per diluted share) Airline Stabilization Act charge at FedEx Express and a $12 million, or $0.04 per diluted share, benefit from an income tax adjustment. The following table shows changes in revenues and operating income by reportable segment for 2007 compared to 2006, and 2006 compared to 2005 (in millions): FedEx Express segment (1) FedEx Ground segment FedEx Freight segment FedEx Kinko’s segment Other and Eliminations Revenues Operating Income Dollar Change Percent Change Dollar Change Percent Change 2007/2006 2006/2005 2007/2006 2006/2005 2007/2006 2006/2005 2007/2006 2006/2005 $1,235 737 941 (48) 55 $2,920 $1,961 626 428 22 (106) $2,931 6 14 26 (2) NM 9 10 13 13 1 NM 10 $188 108 (22) (12) – $262 $353 101 131 (43) 1 $543 11 15 (5) (21) NM 9 25 17 37 (43) NM 22 (1) FedEx Express 2007 operating expenses include a $143 million charge associated with upfront compensation and benefits under the new pilot labor contract, 2006 operating expenses include a $75 million charge to adjust the accounting for certain facility leases, and 2005 operating expenses include a $48 million charge related to the Airline Stabilization Act. The following graphs for FedEx Express, FedEx Ground and the FedEx Freight LTL Group show selected operating statistics (in thousands, except yield amounts) for the years ended May 31: Average Daily Package Volume (ADV) FedEx Express and FedEx Ground Average Daily LTL Shipments (ADS) FedEx Freight LTL Group Total ADV % Change 5,864 8% 6,098 4% 6,391 5% Total ADS % Change 63 9% 67 6% 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 2,609 3,255 2005 2,815 3,126 3,283 2006 3,265 2007 80 60 40 20 0 78 16% 78 63 67 2005 2006 2007 FedEx Express FedEx Ground FedEx Freight LTL Group 35 FEDEX CORPORATION Revenue Per Package – Yield LTL Revenue per Hundredweight – Yield $30.00 $25.00 $20.00 $15.00 $10.00 $5.00 $0.00 $19.31 $20.77 $21.72 $6.68 $7.02 $7.21 2005 2006 2007 $30.00 $25.00 $20.00 $15.00 $10.00 $5.00 $0.00 $15.48 $16.84 $18.65 2005 2006 2007 FedEx Express FedEx Ground FedEx Freight LTL Group Overall results for 2007 were solid in spite of several challenges, as we continued to execute our business strategy during a time of slower economic growth and expanded our service offerings through key acquisitions. Operating results moderated during 2007, reflecting the impact of weaker volumes in the second half of our fiscal year in our FedEx Express and FedEx Freight segments due to the slowing economic environment. The year-over-year negative impact from the timing lag in our fuel surcharges and a $143 million charge associated with upfront compensation and benefits under the new contract with our pilots also negatively impacted 2007 operating results. Revenue growth in 2007 was due to strong FedEx Ground pack- age volume growth and continued growth in FedEx Express International Priority (“IP”) services, as we continued to focus on expanding these service offerings. Our 2007 revenues also reflected the acquisition of FedEx National LTL (formerly known as Watkins Motor Lines), which added approximately $760 million to 2007 revenue. Revenue growth in 2007 was slightly offset by declines in copy product revenues at FedEx Kinko’s. Operating income increased in 2007, as revenue growth at FedEx Express and FedEx Ground more than offset reduced profitability at the FedEx Freight segment and FedEx Kinko’s. Operating mar- gin was flat in 2007 due to slower economic growth, the negative impact of higher salaries and benefits primarily as a result of the new labor contract with our pilots and the timing of adjustments to our fuel surcharges at FedEx Express (described below), as well as operating losses at FedEx National LTL. Softening vol- umes in the LTL sector and ongoing expenses to integrate the FedEx National LTL network negatively impacted the performance of the FedEx Freight segment in 2007. Salaries and employee benefits increased in 2007 as a result of the new labor contract for the pilots of FedEx Express and the FedEx National LTL acquisition. The impacts of expensing stock options commencing in 2007 and higher retirement plan costs were largely offset by lower incentive compensation accruals. Purchased transportation costs increased in 2007 due to FedEx Ground volume growth, the FedEx National LTL acquisition and IP package volume growth. The pilots of FedEx Express, who represent a small number of our total employees, are employed under a collective bargaining agreement. In October 2006, the pilots ratified a new four-year labor contract that included signing bonuses and other upfront compensation of approximately $143 million, as well as pay increases and other benefit enhancements. These costs were partially mitigated by reductions in variable incentive compensa- tion. The effect of this new agreement on second quarter 2007 net income was approximately $78 million net of tax, or $0.25 per diluted share. The timing and amount of fluctuations in fuel prices and our abil- ity to recover incremental fuel costs through our various fuel surcharges continue to impact our results. Fuel costs increased during 2007 due to an increase in the average price per gallon of fuel and an increase in gallons consumed. Because of the timing lag that exists between when we purchase fuel and when our fuel surcharges are automatically adjusted at FedEx Express, fuel surcharges were not sufficient to offset the effect of changes in fuel costs on our operating results for 2007. Though fluctuations in fuel surcharge rates can be significant from period to period, fuel surcharges represent one of the many individual components of our pricing structure that impact our overall revenue and yield. Additional components include the mix of services purchased, the base price and other extra service fees we obtain for these ser- vices and the level of pricing discounts offered. In order to provide information about the impact of fuel surcharges on the trend in revenue and yield growth, we have included the comparative fuel surcharge rates in effect for 2007, 2006 and 2005 in the accompa- nying discussions of each of our transportation segments. Our 2006 results benefited from strong growth in the global econ- omy. During 2006, revenue growth was primarily attributable to yield improvement across our transportation segments, package volume growth in our IP services at FedEx Express and volume growth at FedEx Ground and FedEx Freight. Yields improved principally due to incremental fuel surcharges and base rate increases. Operating income increased during 2006 primarily due to rev- enue growth and improved margins across all our transportation segments. Yield and cost management activities, combined with productivity gains across all transportation segments, contrib- uted to our margin growth. Operating income improvement was partially offset by higher costs at FedEx Express to support inter- national volume growth, expansion costs at FedEx Ground and reduced operating profit at FedEx Kinko’s. 36 MANAGEMENT’S DISCUSSION AND ANALYSIS While fuel costs increased substantially in 2006, fuel surcharges more than offset the effect of these higher fuel costs. Salaries and employee benefits increased in 2006 due largely to increases in wage rates, pension and medical expenses. Pension expense increased $64 million in 2006 due primarily to a reduction in the discount rate. Purchased transportation increased in 2006 due primarily to the continued increase in the use of contract carriers to support increasing volumes at FedEx Ground, increased IP vol- umes at FedEx Express and higher fuel surcharges from third-party transportation providers, including our independent contractors. Other Income and Expense Net interest expense decreased $51 million during 2007 primarily due to increased interest income earned on higher cash bal- ances. Net interest expense decreased $35 million during 2006 due primarily to the reduction in the level of outstanding debt and capital leases as a result of scheduled payments, increased interest income due to higher cash balances and interest rates, and higher capitalized interest related to modification of certain aircraft at FedEx Express. Income Taxes Our effective tax rate was 37.3% in 2007, 37.7% in 2006 and 37.4% in 2005. Our 2007 tax rate was favorably impacted by the conclu- sion of various state and federal tax audits and appeals. This favorable impact was partially offset by tax charges incurred as a result of a reorganization in Asia associated with our acqui- sition in China (described below). The 37.4% effective tax rate in 2005 was favorably impacted by the reduction of a valuation allowance on foreign tax credits arising from certain of our inter- national operations as a result of the passage of the American Jobs Creation Act of 2004 and by a lower effective state tax rate. For 2008, we expect our effective tax rate to be between 37.5% and 38%. The actual rate, however, will depend on a number of factors, including the amount and source of operating income. Business Acquisitions On September 3, 2006, we acquired the assets and assumed cer- tain obligations of the LTL operations of Watkins Motor Lines, a privately held company, and certain affiliates for $787 million in cash. Watkins, a leading provider of long-haul LTL services, was renamed FedEx National LTL and meaningfully extends our leadership position in the heavyweight LTL freight sector. The financial results of FedEx National LTL are included in the FedEx Freight segment from the date of acquisition. On December 16, 2006, we acquired all of the outstanding capital stock of ANC Holdings Ltd. (“ANC”), a United Kingdom domestic express transportation company, for $241 million, predominantly in cash. This acquisition allows FedEx Express to better serve the United Kingdom domestic market, which we previously served primarily through independent agents. On March 1, 2007, FedEx Express acquired Tianjin Datian W. Group Co., Ltd.’s (“DTW Group”) 50% share of the FedEx-DTW International Priority express joint venture and assets relating to DTW Group’s domestic express network in China for $427 million in cash. This acquisition converts our joint venture with DTW Group into a wholly owned subsidiary and increases our presence in China in the international and domestic express busi- nesses. Prior to the fourth quarter of 2007, we accounted for our investment in the joint venture under the equity method. The financial results of the ANC and DTW Group acquisitions, as well as other immaterial business acquisitions during 2007, are included in the FedEx Express segment from the date of acquisition. These acquisitions were not material to our results of operations or financial condition. We paid the purchase price for these acquisitions from available cash balances, which included the net proceeds from our $1 bil- lion senior unsecured debt offering completed during 2007. See Note 6 of the accompanying consolidated financial statements for further discussion of this debt offering. See Note 3 of the accompanying consolidated financial state- ments for further information about these acquisitions. Lease Accounting Charge Our results for 2006 included a noncash charge of $79 million ($49 million net of tax, or $0.16 per diluted share) to adjust the accounting for certain facility leases, predominantly at FedEx Express. The charge, which included the impact on prior years, related primarily to rent escalations in on-airport facility leases that were not being recognized appropriately. Airline Stabilization Act Charge In 2005, the United States Department of Transportation (“DOT”) issued a final order in its administrative review of the FedEx Express claim for compensation under the Air Transportation Safety and System Stabilization Act. As a result, we recorded a charge of $48 million in 2005 ($31 million net of tax, or $0.10 per diluted share), representing the DOT’s repayment demand of $29 million and the write-off of a $19 million receivable. Outlook Our outlook for 2008 reflects continued investment in several major, long-term initiatives in a soft but stable U.S. economy. Outside the United States, economic activity is expected to con- tinue to expand, but at a more moderate pace than in 2007. As a result, we expect our revenue trends to moderate in 2008, with growth driven by increased shipments at FedEx Ground, the full- year benefit of the FedEx National LTL business and expansion of international business at FedEx Express (both IP and international domestic services). We expect our earnings in 2008 to be below our long-term goal of 10% to 15% annual earnings growth due to the softening U.S. economy and planned investments in our businesses, which are critical to our long-term strategy. We remain optimistic about the long-term prospects for all of our business segments. 37 FEDEX CORPORATION We expect to make significant investments to expand our global networks, in part through the continued integration and expansion of the businesses we acquired in 2007. Our planned investments for 2008 are focused on the following three key opportunities: • support for long-term volume growth, such as additional or expanded facilities across all segments, new aircraft (such as the Boeing 757 and 777 Freighter) and expansion of our inter- national domestic express businesses; • improvements in service levels, including expanded delivery areas for the FedEx Priority Overnight and FedEx First Overnight services at FedEx Express and reduced transit times at FedEx Ground; and • improvements to productivity, including updates and enhance- ments to our technology capabilities. FedEx Kinko’s will continue to focus on key strategies related to adding new locations, improving customer service and increasing investments in employee development and training. We expect these strategies to continue to adversely affect profitability in 2008. FedEx Kinko’s plans to open approximately 300 new centers in the coming year, which will bring the total number of centers to approximately 2,000 by the end of 2008. All of our transportation businesses operate in a competitive pric- ing environment, exacerbated by continuing volatile fuel prices. Historically, our fuel surcharges have generally been sufficient to offset incremental fuel costs; however, volatility in fuel costs may impact earnings because adjustments to our fuel surcharges lag changes in actual fuel prices paid. Therefore, the trailing impact of adjustments to our fuel surcharges can affect our earnings. See “Risk Factors” for a discussion of these and other potential risks and uncertainties that could materially affect our future performance. Seasonality of Business Our businesses are seasonal in nature. 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, particu- larly 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 win- ter-holiday seasons, have historically experienced lower volumes relative to other periods. Normally, the fall is the busiest shipping period for FedEx Ground, while late December, June and July are the slowest periods. For the FedEx Freight LTL Group, the spring and fall are the busiest periods and the latter part of December, January and February are the slowest periods. For FedEx Kinko’s, the summer months are normally the slowest periods. Shipment levels, operating costs and earnings for each of our companies can also be adversely affected by inclement weather, particularly in our third fiscal quarter. In addition, the transportation and busi- ness services industries are directly affected by the state of the overall global economy. new accOunting prOnOuncements New accounting rules and disclosure requirements can signifi- cantly impact the comparability of our financial statements. We believe the following new accounting pronouncements, which were issued or became effective for us during 2007, are relevant to the readers of our financial statements. On June 1, 2006, we adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) 123R, “Share-Based Payment,” which requires recognition of compensation expense for stock-based awards using a fair value method. The adop- tion of SFAS 123R reduced earnings for 2007 by $0.17 per diluted share. For additional information on the impact of the adoption of SFAS 123R, refer to Note 1 to the accompanying consolidated financial statements. On May 31, 2007, we adopted SFAS 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” which 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 of unrecognized gains or losses, prior service costs or credits and transition assets or obligations existing at the time of adoption. Additionally, SFAS 158 requires the measurement date for plan assets and liabilities to coincide with the sponsor’s year-end. We currently use a February 28 measurement date for our plans; therefore, this standard will require us to change our measurement date to May 31 (beginning in 2009). The funded status recognition and disclosure provisions of SFAS 158 were effective for FedEx as of May 31, 2007. The requirement to measure plan assets and benefit obligations as of our fiscal year-end is effective for FedEx no later than 2009. The adoption of SFAS 158 resulted in a $982 million charge to shareholders’ equity at May 31, 2007 through accumulated other comprehensive income. Under SFAS 158, we were required to write off our prepaid pension asset of $1.4 billion and increase our pension and other postretirement benefit liabilities by $120 million. These adjustments, net of deferred taxes of $582 mil- lion, were required to recognize the unfunded projected benefit obligation in our balance sheet. SFAS 158 has no impact on the determination of expense for our pension or other postretirement benefit plans. In February 2007, we announced changes to modernize certain of our retirement programs over the next two fiscal years. Effective January 1, 2008, we will increase the annual company matching contribution under the largest of our 401(k) plans covering most employees from $500 to a maximum of 3.5% of eligible compensa- tion. Effective May 31, 2008, benefits previously accrued under our primary pension plans using a traditional pension benefit formula will be capped for most employees, and those benefits will be payable beginning at retirement. Beginning June 1, 2008, future pension benefits for most employees will be accrued under a cash balance formula we call the Portable Pension Account. These changes will not affect the benefits of current retirees. For addi- tional information on the adoption of SFAS 158 and these changes, see Note 12 to the accompanying audited financial statements and the Critical Accounting Estimates section of this MD&A. 38 MANAGEMENT’S DISCUSSION AND ANALYSIS In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes.” This interpretation establishes new standards for the financial statement recognition, measurement and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The new rules will be effective for FedEx in the first quarter of 2008. The adoption of this interpreta- tion will not have a material effect on our financial statements. feDex services & Other intersegment transactiOns FedEx Services provides customer-facing sales, marketing and information technology support, primarily for FedEx Express and FedEx Ground. The costs for these activities are allocated based on metrics such as relative revenues or estimated services provided. We believe these allocations approximate the cost of providing these functions. In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” which eliminates the diversity in practice surrounding the quan- tification and evaluation of financial statement errors. The guidance outlined in SAB 108 was effective for FedEx in the fourth quarter of 2007 and is consistent with our historical practices for assessing such matters when circumstances have required such an evaluation. repOrtaBle segments FedEx Express, FedEx Ground, FedEx Freight and FedEx Kinko’s represent our major service lines and form the core of our report- able segments. As of May 31, 2007, our reportable segments included the following businesses: FedEx Express Segment FedEx Express (express transportation) FedEx Trade Networks (global trade services) FedEx Ground Segment FedEx Ground (small-package ground delivery) FedEx SmartPost (small-parcel consolidator) FedEx Freight Segment FedEx Freight LTL Group: FedEx Freight (regional LTL freight transportation) FedEx National LTL (long-haul LTL freight transportation) FedEx Custom Critical (time-critical transportation) Caribbean Transportation Services (airfreight forwarding) FedEx Kinko’s Segment FedEx Kinko’s (document solutions and business services) The operating expenses line item “Intercompany charges” on the accompanying unaudited financial summaries of our report- able segments includes the allocations from FedEx Services to the respective segments. The “Intercompany charges” caption also includes allocations for administrative services provided between operating companies and certain other costs such as corporate management fees related to services received for gen- eral corporate oversight, including executive officers and certain legal and finance functions. Management evaluates segment financial performance based on operating income. Effective June 1, 2006, we moved the credit, collections and customer service functions with responsibility for FedEx Express U.S. and FedEx Ground customer information from FedEx Express into a new subsidiary of FedEx Services named FedEx Customer Information Services, Inc. (“FCIS”). Also, effective June 1, 2006, we moved FedEx Supply Chain Services, Inc., the results of which were previously reported in the FedEx Ground segment, into a new subsidiary of FedEx Services named FedEx Global Supply Chain Services, Inc. The costs of providing these customer service functions and the net operating costs of FedEx Global Supply Chain Services are allocated back to the FedEx Express and FedEx Ground segments. Prior year amounts have not been reclassified to conform to the current year segment presentation, as the financial results are materially comparable. 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. FedEx Kinko’s segment revenues include package acceptance revenue, which represents the fee received by FedEx Kinko’s from FedEx Express and FedEx Ground for accepting and handling packages at FedEx Kinko’s locations on behalf of these operating compa- nies. Package acceptance revenue does not include the external revenue associated with the actual shipments. Such interseg- ment revenues and expenses are eliminated in the consolidated results and are not separately identified in the following segment information, as the amounts are not material. 39 FEDEX CORPORATION The following table compares selected statistics (in thousands, except yield amounts) for the years ended May 31: 2007 2006 2005 Percent Change 2006/ 2005 2007/ 2006 Package Statistics (1) Average daily package volume (ADV): U.S. overnight box U.S. overnight envelope U.S. deferred Total U.S. 1,174 706 898 1,203 713 901 1,184 680 958 domestic ADV IP (2) Total ADV 2,778 487 3,265 2,817 466 3,283 2,822 433 3,255 Revenue per package (yield): U.S. overnight box U.S. overnight envelope U.S. deferred $ 21.66 11.06 12.59 $ 20.94 10.86 12.42 $ 19.77 10.37 11.46 U.S. domestic composite IP (2) Composite 16.04 54.13 15.66 51.64 14.69 49.47 package yield 21.72 20.77 19.31 Freight Statistics (1) Average daily freight pounds: U.S. 9,569 9,374 8,885 (2) (1) – (1) 5 (1) 3 2 1 2 5 5 2 International priority freight (2) 1,878 International airfreight 1,831 Total average 1,634 2,126 1,395 1,914 15 (14) daily freight pounds 13,278 13,134 12,194 Revenue per pound (yield): U.S. International priority freight (2) International airfreight Composite $ 0.99 $ 0.93 $ 0.82 2.18 0.84 2.02 0.80 1.88 0.78 1 6 8 5 2 5 (6) – 8 1 6 5 8 7 4 8 6 17 11 8 13 7 3 freight yield 1.14 1.04 0.93 10 12 (1) Package and freight statistics include only the operations of FedEx Express. (2) We reclassified certain prior period international priority freight service statistics previously included within the IP package statistics to international priority freight statistics to conform to the current period presentation and more precisely present the nature of the services provided. feDex express segment The following table compares revenues, operating expenses, operating income and operating margin (dollars in millions) for the years ended May 31: 2007 2006 2005 Percent Change 2006/ 2005 2007/ 2006 Revenues: Package: U.S. overnight box U.S. overnight envelope U.S. deferred $ 6,485 $ 6,422 $ 5,969 1,990 2,883 1,974 2,853 1,798 2,799 Total U.S. domestic package revenue 11,358 11,249 10,566 International Priority (IP) (1) Total package revenue Freight: U.S. 6,722 6,139 5,464 18,080 17,388 16,030 2,412 2,218 1,854 International priority freight (1) International airfreight Total freight revenue Other (2) Total revenues Operating expenses: Salaries and 1,045 394 3,851 750 22,681 840 434 670 381 3,492 566 21,446 2,905 550 19,485 1 1 1 1 9 4 9 24 (9) 10 33 6 8 10 2 6 12 8 20 25 14 20 3 10 employee benefits 8,234(3) 8,033 7,704 3 4 Purchased transportation 1,098 971 843 13 15 Rentals and landing fees 1,610 1,696(4) 1,608 (5) 5 Depreciation and amortization Fuel Maintenance and 856 2,946 805 2,786 798 2,012 repairs 1,444 1,344 1,276 6 6 7 1 38 5 Airline Stabilization Act charge Intercompany charges Other Total operating expenses Operating income Operating margin – 2,082 2,456 – 1,542 2,502 48 1,509 2,273 NM NM 2 10 35 (2) 19,679 18,071 20,726 $ 1,955 $ 1,767 $ 1,414 8.6% 8.2% 7.3% 9 25 5 11 40bp 90bp (1) We reclassified certain prior period international priority freight service revenues previously included within IP package revenues to international priority freight revenues to conform to the current period presentation and more precisely present the nature of the services provided. (2) Other revenues includes FedEx Trade Networks and our international domestic express businesses, such as ANC, DTW Group and our Canadian domestic express operations. (3) Includes a $143 million charge for signing bonuses and other upfront compensation associated with a new four-year labor contract with our pilots. (4) Includes a $75 million one-time, noncash charge to adjust the accounting for certain facility leases. 40 MANAGEMENT’S DISCUSSION AND ANALYSIS FedEx Express Segment Revenues Solid yield growth primarily due to pricing discipline contributed to revenue growth in 2007, despite flat package volume growth. Package revenue growth in 2007 was driven by IP revenues, which grew 9% on yield growth of 5% as a result of yield improvements across all regions and a 5% increase in volumes due to IP vol- ume growth in U.S. outbound, Asia and Europe, as we continued to focus on expanding this service. Also contributing to revenue growth in 2007 were increases in other revenues primarily due to our acquisition of ANC and increases in freight revenues due to higher U.S. and international priority freight volumes. U.S. domestic package revenues increased 1% as a result of yield improvements, partially offset by a decrease in volumes. IP yield increased during 2007 as a result of favorable exchange rates, higher package weights and an increase in the average rate per pound. U.S. domestic composite yield increases in 2007 were due to an increase in the average rate per pound, partially offset by changes in product mix and lower package weights. U.S. freight yield increased in 2007 due to an increase in the aver- age rate per pound and higher fuel surcharges. IP volume growth in 2007 was primarily due to increased demand in the U.S. outbound, Asia and Europe markets. U.S. domestic package volumes decreased during 2007 primarily due to the moderating growth rate of the U.S. economy. FedEx Express segment revenues increased in 2006 due to yield improvements and volume growth in IP services (particularly in Asia, U.S. outbound and Europe). U.S. domestic package and U.S. freight revenue growth also contributed to the revenue increase for 2006. U.S. volumes were flat compared to the prior year, as growth in our U.S. domestic overnight services was offset by declines in deferred volumes that resulted from yield management actions. IP yield increased during 2006 due to higher fuel surcharges and increases in international average weight per package and aver- age rate per pound. U.S. domestic composite yield increases were due to higher fuel surcharges and improved yields on U.S. domes- tic deferred packages. Improvements in U.S. domestic deferred yield resulted from our continued efforts to improve the profit- ability of this service. U.S. freight yield increases were due to an increase in average rate per pound and higher fuel surcharges. 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: 2007 2006 2005 U.S. Domestic and Outbound Fuel Surcharge: Low High Weighted-average International Fuel Surcharges: Low High Weighted-average 8.50% 17.00 12.91 8.50 17.00 12.98 10.50% 20.00 13.69 6.00% 13.00 9.05 10.00 20.00 12.73 3.00 13.00 8.45 FedEx Express Segment Operating Income Despite slower overall revenue growth, operating income and operating margin increased in 2007. Increases in operating income and margin in 2007 resulted from growth in IP services and were partially offset by costs associated with the ratification of a new labor contract with our pilots in October 2006. These costs included signing bonuses and other upfront compensa- tion of $143 million, as well as pay increases and other benefit enhancements, which were mitigated by reductions in variable incentive compensation. Year-over-year results in 2007 were positively affected by a $75 million charge in 2006 to adjust the accounting for certain facility leases. Fuel costs increased during 2007 due to an increase in the aver- age price per gallon of fuel. Fuel surcharges did not offset the effect of higher fuel costs on our year-over-year operating results for 2007, due to the timing lag that exists between when we pur- chase fuel and when our fuel surcharges are adjusted, based on a static analysis of the year-over-year changes in fuel prices compared to changes in fuel surcharges. Salaries and employee benefits increased in 2007 primarily as a result of the new labor contract with our pilots. Purchased transportation costs increased 13% in 2007 due to IP volume growth, which required a higher utilization of contract pickup and delivery services and an increase in the cost of purchased transportation. We use purchased transportation in markets where we do not have a direct presence or to meet short-term capacity needs. Maintenance and repairs increased 7% in 2007 primarily due to higher aircraft maintenance expenses for vari- ous airframes and Airbus A300 engines. The 5% decrease in rentals and landing fees in 2007 was attributable to the one-time adjustment for leases in 2006 described above. Intercompany charges increased 35% in 2007 due to allocations as a result of moving the FCIS organization from FedEx Express to FedEx Services in 2007. The costs associated with the FCIS organiza- tion in 2006 were of a comparable amount but were reported in individual operating expense captions. During 2007, we terminated our agreement with Airbus for the purchase of A380 aircraft and in March 2007 entered into a sepa- rate settlement agreement with Airbus that, among other things, provides us with credit memoranda applicable to the purchase of goods and services in the future. The net impact of this settle- ment was immaterial to our 2007 results and was recorded as an operating gain during the fourth quarter of 2007. Operating income grew significantly in 2006 as a result of strong revenue growth and improved operating margin. Volume growth in higher margin U.S. domestic overnight and IP services con- tributed to yield improvements. Improved yields, combined with productivity gains and cost containment, allowed FedEx Express to improve operating margin in 2006. Revenue and margin growth for 2006 more than offset the one-time adjustment for leases and costs associated with two new around-the-world flights. 41 FEDEX CORPORATION feDex grOunD segment The following table compares revenues, operating expenses, operating income and operating margin (dollars in millions) and selected package statistics (in thousands, except yield amounts) for the years ended May 31: 2007 2006 2005 Percent Change 2006/ 2005 2007/ 2006 Revenues: Operating expenses: Salaries and $ 6,043 $ 5,306 $ 4,680 14 13 employee benefits 1,006 929 845 Purchased transportation Rentals Depreciation and amortization Fuel Maintenance and repairs Intercompany charges Other Total operating expenses Operating income Operating margin FedEx Ground: Average daily 2,326 166 2,019 133 1,791 122 268 117 224 93 176 48 134 578 635 118 526 559 110 482 502 8 15 25 20 26 14 10 14 10 13 9 27 94 7 9 11 5,230 $ 813 4,601 $ 705 4,076 $ 604 13.5% 13.3% 12.9% 13 17 14 15 20bp 40bp package volume 3,126 2,815 2,609 11 Revenue per package (yield) $ 7.21 $ 7.02 $ 6.68 3 8 5 FedEx Ground Segment Revenues Strong volume growth fueled a 14% increase in revenue during 2007. Average daily volumes at FedEx Ground rose 11% because of increased commercial business and the continued growth of our FedEx Home Delivery service. Yield improvement during 2007 was primarily due to the impact of general rate increases and higher extra service revenues, primarily on our residential ser- vices. This yield increase was partially offset by higher customer discounts and a lower average weight and zone per package. Additionally, revenue at FedEx SmartPost increased significantly in 2007 due to increased market share, as a major competitor exited this market in 2006, enabling significant growth in the cus- tomer base and related volumes. Revenues increased during 2006 due to volume increases and yield improvement. Average daily volumes increased across all of our services, led by the continued growth of our FedEx Home Delivery service. Yield improvement during 2006 was primarily due to increased fuel surcharges, higher extra service revenue and the impact of general rate increases. These increases were partially offset by higher customer discounts and a lower average weight per package. In 2006, salaries and benefits increased primarily due to higher pension costs and wage rates. Fuel costs were higher in 2006 primarily due to an increase in the average price per gallon of jet fuel, while gallons consumed increased slightly, primarily related to the two new around-the-world flights. However, our fuel surcharges substantially mitigated the impact of higher jet fuel prices. Purchased transportation costs increased in 2006, though at a slower rate than in 2005, driven by IP volume growth, which required a higher utilization of contract pickup and delivery services. Rentals and landing fees increased in 2006, primarily due to the one-time adjustment for leases of $75 million. FedEx Express Segment Outlook We expect moderate revenue growth at FedEx Express in 2008, as growth in both IP and domestic package services will continue to slow as a result of the softening U.S. economy and declining growth outside the U.S. The majority of the revenue increase in 2008 will be provided by IP services, as we continue to focus on growing our service offerings in international markets, particu- larly China and Europe. Our international domestic revenue is projected to increase in 2008 due to the full-year benefit of 2007 acquisitions such as ANC and DTW Group and the expansion of our China domestic service. Operating income and operating margin are expected to improve in 2008 despite the soft U.S. economy due to continued cost con- tainment and productivity improvements. Capital expenditures at FedEx Express are expected to be higher in 2008 due to invest- ments in equipment and facilities necessary to support projected long-term volume growth, as well as continued investments in China. In March 2006, we broke ground on a new $150 million Asia-Pacific hub in the southern China city of Guangzhou. This hub is planned to be operational in 2009. Aircraft-related capi- tal and expense outlays, including support of our Boeing 757 program and the new Boeing 777 Freighter fleet, are expected to approximate 2007 spending levels. We will continue to make strategic investments despite short-term economic softness. 42 MANAGEMENT’S DISCUSSION AND ANALYSIS The FedEx Ground fuel surcharge is based on a rounded average of the national U.S. on-highway average prices for a gallon of diesel fuel, as published by the Department of Energy. Our fuel surcharge ranged as follows for the years ended May 31: Low High Weighted-average 2007 2006 2005 3.50% 5.25 4.18 2.50% 5.25 3.54 1.80% 2.50 2.04 No fuel surcharge was in effect from January 2004 to January 2005. FedEx Ground Segment Operating Income FedEx Ground segment operating income increased 15% during 2007 principally due to revenue growth and improved results at FedEx SmartPost. Operating margin increased only slightly in 2007, as revenue growth was partially offset by increased purchased transportation costs, increased legal costs and higher deprecia- tion and rent expense associated with network expansion. Purchased transportation increased 15% in 2007 primarily due to volume growth and higher rates paid to our independent con- tractors, including fuel supplements. Our fuel surcharge was sufficient to offset the effect of higher fuel costs on our operating results, based on a static analysis of the year-over-year changes in fuel prices compared to changes in the fuel surcharge. Other operating expenses increased 14% in 2007 primarily due to increased legal costs. Depreciation expense increased 20% and rent expense increased 25% principally due to higher spending on material handling and scanning equipment and facilities asso- ciated with our multi-year network expansion. Effective June 1, 2006, we moved FedEx Supply Chain Services, Inc., the results of which were previously reported in the FedEx Ground segment, into a new subsidiary of FedEx Services named FedEx Global Supply Chain Services, Inc. The net operating costs of this entity are allocated to FedEx Express and FedEx Ground. Prior year amounts have not been reclassified to conform to the current year segment presentation, as financial results are mate- rially comparable. FedEx Ground segment operating income increased in 2006, resulting principally from revenue growth and yield improvement. Operating margin for the segment improved in 2006 due to fuel surcharges, general rate increases, improved productivity and the inclusion in 2005 of a $10 million charge at FedEx Supply Chain Services related to the termination of a vendor agreement. A por- tion of the operating margin improvement was offset by higher year-over-year expenses related to investments in new technol- ogy and the opening of additional FedEx Ground facilities. Salaries and employee benefits increased in 2006 principally due to wage rate increases and increases in staffing and facilities to support volume growth. Depreciation expense in 2006 increased at a higher rate than revenue due to increased spending associ- ated with material handling and scanning equipment. In 2006, purchased transportation increased due to increased volumes and an increase in the cost of purchased transportation due to higher fuel surcharges from third-party transportation providers, including our independent contractors. FedEx Ground Segment Outlook We expect the FedEx Ground segment to have revenue growth in 2008 consistent with 2007, led by continued strong volume growth at FedEx Ground and FedEx SmartPost. FedEx Ground’s average daily volume is expected to increase in 2008 due to increased base business and FedEx Home Delivery volumes. FedEx SmartPost volumes are also expected to grow, because of increased market share and improved service levels. Yields for all services at FedEx Ground are expected to increase in 2008 from increases in list prices and residential and commercial delivery area surcharges. FedEx Ground’s operating margin in 2008 is expected to improve from continued cost controls, productivity gains and yield improvements, partially offset by the impact of our network expansion and increased purchased transportation costs. Capital spending is expected to grow, as we continue with comprehen- sive network expansion and productivity-enhancing technologies within the FedEx Ground segment. During 2008, the multi-phase expansion plan includes one new hub, 14 expanded hubs and two relocated facilities. We are committed to investing in the FedEx Ground network because of the long-term benefits we will experience from these investments. feDex freight segment The following table shows revenues, operating expenses, operat- ing income and operating margin (dollars in millions) and selected statistics for the years ended May 31: 2007 2006 2005 Percent Change 2006/ 2007/ 2005 2006 Revenues Operating expenses: Salaries and $ 4,586 $ 3,645 $ 3,217 26 13 25 56 19 63 24 38 65 30 9 (5) (5) 18 47 (6) 42 9 employee benefits 2,250 1,801 1,650 Purchased transportation 465 Rentals and landing fees 112 Depreciation and amortization 195 468 298 94 315 99 120 377 102 257 Fuel Maintenance and repairs Intercompany charges Other Total operating expenses Operating income Operating margin Average daily LTL shipments (in thousands) Weight per LTL shipment (lbs) LTL yield (revenue per hundredweight) 165 61 407 120 37 313 128 26 286 4,123 $ 463 3,160 $ 485 10.1% 13.3% 2,863 $ 354 30 (5) 11.0% (320)bp 230bp 10 37 78 67 63 16 1,130 $ 18.65 1,143 1,132 (1) $ 16.84 $ 15.48 11 6 1 9 The results of operations of FedEx National LTL are included in FedEx Freight segment results from the date of acquisition on September 3, 2006. 43 FEDEX CORPORATION FedEx Freight Segment Revenues FedEx Freight segment revenues increased 26% in 2007 primarily as a result of the acquisition of FedEx National LTL, which contrib- uted significantly to an increase in average daily LTL shipments of 16% and LTL yield of 11%. Average daily LTL shipments exclud- ing FedEx National LTL grew slightly in 2007 due to increased demand for our regional and interregional services. This growth rate moderated throughout the year, however, with year-over- year declines in the second half of 2007. LTL yield growth was due to higher yields from longer-haul FedEx National LTL shipments, higher rates and favorable contract renewals. FedEx Freight segment revenues increased 13% in 2006 due to growth in LTL yield and average daily LTL shipments. LTL yield grew during 2006, reflecting incremental fuel surcharges result- ing from higher fuel prices and higher rates. Average daily LTL shipment growth in 2006 was driven in part by features such as our no-fee money-back guarantee and our Advance Notice ser- vice, which continue to differentiate us in the LTL market. The indexed LTL fuel surcharge is based on the average of the national U.S. on-highway average prices for a gallon of diesel fuel, as published by the Department of Energy. The indexed LTL fuel surcharge ranged as follows for the years ended May 31: Low High Weighted-average 2007 2006 2005 14.0% 21.2 17.8 12.5% 20.1 16.3 7.6% 14.0 11.0 FedEx Freight Segment Operating Income FedEx Freight segment operating income decreased 5% dur- ing 2007 due to operating losses at FedEx National LTL, which resulted from softening volumes and ongoing expenses to inte- grate its network. The inclusion of FedEx National LTL in our results has impacted the year-over-year comparability of all of our operating expenses. Along with incremental costs from FedEx National LTL (including amortization of acquired intan- gible assets), depreciation expense increased due to prior-year purchases of vehicles and other operating equipment to sup- port volume growth. Purchased transportation increased due to higher rates paid to our third-party transportation providers and the utilization of third-party providers at FedEx National LTL. While fuel costs increased in 2007, our fuel surcharge was more than sufficient to offset the effect of higher fuel costs, based on a static analysis of the year-over-year changes in fuel prices com- pared to changes in the fuel surcharge. FedEx Freight segment operating income increased in 2006 primarily due to LTL revenue growth, as well as our ability to control costs in line with volume growth. Increased staffing to support volume growth and higher incentive compensation expense increased salaries and employee benefits in 2006. While fuel costs increased substantially in 2006, fuel surcharges more than offset the effect of higher fuel costs. Depreciation costs increased in 2006 primarily due to investments in operating equipment, which in some cases replaced leased equipment. Maintenance and repairs decreased in 2006 due to the pres- ence of rebranding costs in 2005, as well as an increase in the purchase of new fleet vehicles. Purchased transportation costs 44 decreased, due to increased utilization of company equipment in our interregional freight services. FedEx Freight Segment Outlook We expect FedEx Freight segment revenue to increase in 2008 due to continued growth in our LTL business and the inclusion of FedEx National LTL for the full year. LTL yield is expected to increase due to our continued focus on pricing discipline, as well as the impact of higher yields on longer-haul FedEx National LTL shipments. Ongoing costs to integrate information technology systems and to increase sales resources to support long-term growth opportunities, as well as incremental costs associated with facility expansions, are expected to restrain operating income and operating margin growth in 2008. Continued invest- ments in facilities and equipment to support revenue growth and in technology to improve productivity and to meet our customers’ needs account for the majority of the total incremental capital spending anticipated for 2008. We expect our rebranding efforts at FedEx National LTL to continue in 2008. feDex KinKO’s segment The following table shows revenues, operating expenses, oper- ating income and operating margin (dollars in millions) for the years ended May 31: 2007 2006 2005 Percent Change 2006/ 2005 2007/ 2006 $ 2,040 $ 2,088 $ 2,066 (2) 1 Revenues Operating expenses: Salaries and employee benefits Rentals Depreciation and amortization Maintenance and repairs Intercompany charges Other operating expenses: Supplies, including paper and toner Other Total operating expenses Operating income Operating margin 781 375 752 394 742 412 139 148 138 4 (5) (6) 1 (4) 7 66 57 73 26 70 6 (10) NM 4 NM 263 314 274 364 278 320 (4) (14) (1) 14 1,995 $ 45 $ 2.2% 2,031 1,966 57 $ 100 2.7% 4.8% 3 (43) (2) (21) (50)bp (210)bp FedEx Kinko’s Segment Revenues Revenues decreased slightly during 2007 due to decreased demand for copy products and the discontinuation of unprofit- able service offerings, which more than offset higher package acceptance fees from FedEx Express and FedEx Ground. During 2007, FedEx Kinko’s announced a multi-year network expan- sion plan, including the model for new centers, which will be approximately one-third the size of a traditional center and will include enhanced pack-and-ship stations and a doubling of the number of retail office products offered. While revenues from new centers were not significant in 2007, this multi-year expan- sion of the FedEx Kinko’s network is a key strategy relating to FedEx Kinko’s future revenue growth. In addition, this expansion MANAGEMENT’S DISCUSSION AND ANALYSIS will provide FedEx Express and FedEx Ground customers with more retail access points. FedEx Kinko’s opened 226 new centers during 2007. In 2006, a year-over-year increase in package acceptance reve- nue led to modest revenue growth. Package acceptance revenue benefited year over year from the April 2005 conversion of FedEx World Service Centers to FedEx Kinko’s Ship Centers. FedEx Kinko’s experienced declines in copy product line revenues in 2006 due to decreased demand for these services and a competi- tive pricing environment. FedEx Kinko’s Segment Operating Income Operating income decreased $12 million during 2007 primarily due to the decrease in copy product revenues, as well as the impact of increased salaries and employee benefit costs incurred in con- nection with expansion activities and significant investments in employee training and development programs. Rentals decreased during 2007 due to declines in copier rental expenses, which are variable based on usage. The increase in intercompany charges was primarily due to increased allocations of sales and marketing and IT support functions in 2007. Operating income decreased in 2006, as the increase in package acceptance revenues was more than offset by a decline in copy product line revenues. In 2006, salaries and employee benefits increased due to the addition of FedEx Kinko’s Ship Centers, higher group health insurance costs and increased costs asso- ciated with employee training and development programs. Increased depreciation in 2006 was driven by center rebranding and investments in new technology to replace legacy systems. The increase for 2006 in other operating expenses was primar- ily due to increased costs related to technology, strategic and product offering initiatives. FedEx Kinko’s Segment Outlook We expect increased revenue at FedEx Kinko’s in 2008 primarily due to the new store openings associated with the multi-year network expansion, together with a sales force realignment and marketing and service initiatives. The network expansion pro- gram, combined with employee training and retention programs, is expected to negatively impact operating income and operat- ing margin in 2008. These investments, however, are focused on long-term profit and margin growth. Initiatives in e-commerce technology such as Print Online and new service offerings, including our direct mail service, are expected to support addi- tional growth opportunities for 2008 and beyond. Capital spending is expected to increase at FedEx Kinko’s in 2008 primarily due to the multi-year network expansion and technology investments. FedEx Kinko’s plans to open approximately 300 new centers in 2008, which will bring the total number of centers to approxi- mately 2,000 by the end of the year. Financial Condition liQuiDitY Cash and cash equivalents totaled $1.569 billion at May 31, 2007, compared to $1.937 billion at May 31, 2006 and $1.039 billion at May 31, 2005. The following table provides a summary of our cash flows for the years ended May 31 (in millions): Operating activities: Net income Noncash charges and credits Changes in operating assets and liabilities Cash provided by operating activities Investing activities: Business acquisitions, net of cash acquired Capital expenditures 2007 2006 2005 $ 2,016 1,988 $ 1,806 2,006 $ 1,449 1,671 (441) (136) (3) 3,563 3,676 3,117 (1,310) – (122) and other investing activities (2,814) (2,454) (2,226) Cash used in investing activities Financing activities: Proceeds from debt issuances Principal payments on debt Dividends paid Other financing activities Cash provided by (used in) financing activities Net (decrease) increase in cash and cash (4,124) (2,454) (2,348) 1,054 (906) (110) 155 – (369) (97) 142 – (791) (84) 99 193 (324) (776) equivalents $ (368) $ 898 $ (7) We believe that our existing cash and cash equivalents, cash flow from operations, our commercial paper program, revolving bank credit facility and shelf registration statement with the SEC are adequate to meet our current and foreseeable future working capital and capital expenditure needs. In addition, other forms of secured financing may be used to obtain capital assets if we determine that they best suit our needs for the foreseeable future. We have been successful in obtaining investment capital, both domestic and international, although the marketplace for such capital can become restricted depending on a variety of eco- nomic factors. We believe the capital resources available to us provide flexibility to access the most efficient markets for financ- ing capital acquisitions, including aircraft, and are adequate for our future capital needs. 45 FEDEX CORPORATION The $500 million of floating-rate notes issued in 2007 will become due in August 2007. The timing of cash requirements in the first half of 2008 may dictate that we refinance a portion of this debt through our commercial paper program. As discussed in Note 1 of the accompanying consolidated finan- cial statements, we adopted SFAS 158 on May 31, 2007. Our adoption of this standard did not impact our compliance with any current loan covenants or affect our debt ratings, pension funding requirements or our overall liquidity. Dividends. Dividends paid were $110 million in 2007, $97 million in 2006 and $84 million in 2005. On May 25, 2007, our Board of Directors declared a dividend of $0.10 per share of common stock, an increase of $0.01 per share. The dividend was paid on July 2, 2007 to stockholders of record as of the close of business on June 11, 2007. Each quarterly dividend payment is subject to review and approval by our Board of Directors, and we intend to evaluate our dividend payment amount on an annual basis at the end of each fiscal year. Other Liquidity Information. We have a senior unsecured debt credit rating from Standard & Poor’s of BBB and a commercial paper rating of A-2. Moody’s Investors Service has assigned us a senior unsecured debt credit rating of Baa2 and a commercial paper rating of P-2. Moody’s characterizes our ratings outlook as “stable,” while Standard & Poor’s characterizes our ratings out- look as “positive.” If our credit ratings drop, our interest expense may increase. If our commercial paper ratings drop below cur- rent levels, we may have difficulty utilizing the commercial paper market. If our senior unsecured debt ratings drop below invest- ment grade, our access to financing may become more limited. Cash Provided by Operating Activities. Cash flows from operat- ing activities decreased $113 million in 2007 primarily due to an increase in income tax payments of $184 million, partially offset by increased earnings. The $559 million increase in cash flows from operating activities in 2006 was principally due to increased earnings. During 2007, we made tax-deductible voluntary con- tributions to our principal U.S. domestic pension plans of $482 million, compared to $456 million during 2006 and $460 million during 2005. Cash Used in Investing Activities. During 2007, $1.3 billion of cash was used for the FedEx National LTL, ANC, DTW Group and other immaterial acquisitions. See Note 3 of the accompanying audited financial statements for further discussion of these acquisitions. See “Capital Resources” for a discussion of capital expenditures during 2007 and 2006. Financing Activities. On August 2, 2006, we filed an updated shelf registration statement with the SEC. The new registration state- ment does not limit the amount of any future offering. By using this shelf registration statement, we may sell, in one or more future offerings, any combination of our unsecured debt securi- ties and common stock. On August 8, 2006, under the new shelf registration statement, we issued $1 billion of senior unsecured debt, comprised of floating- rate notes totaling $500 million due in August 2007 and fixed-rate notes totaling $500 million due in August 2009. The floating-rate notes bear interest at the three-month London Interbank Offered Rate (“LIBOR”) plus 0.08%, reset on a quarterly basis. As of May 31, 2007, the floating interest rate was 5.44%. The fixed-rate notes bear interest at an annual rate of 5.5%, payable semi-annually. The net proceeds were used for working capital and general corporate purposes, including the funding of the acquisitions referenced above. During 2007, $700 million of senior unsecured notes and $18 mil- lion of medium-term notes matured and were repaid. During 2006, $250 million of senior unsecured notes matured and were repaid. In addition, other debt was reduced by $118 million as a result of the purchase by FedEx Express of two MD11 aircraft in March 2007. In 2001, FedEx Express entered into a lease for the two MD11 aircraft from a separate entity, which we were required to consolidate under FIN 46. The purchase of these aircraft extin- guished this liability. A $1.0 billion revolving credit facility is available to finance our operations and other cash flow needs and to provide support for the issuance of commercial paper. Our revolving credit agreement contains a financial covenant, which requires us to maintain a leverage ratio of adjusted debt (long-term debt, including the current portion of such debt, plus six times rentals and landing fees) to capital (adjusted debt plus total common stockholders’ investment) that does not exceed 0.7. Our leverage ratio of adjusted debt to capital was 0.6 at May 31, 2007. We are in compliance with this and all other restrictive covenants of our revolving credit agreement and do not expect the covenants to affect our operations. As of May 31, 2007, no commercial paper was outstanding and the entire $1.0 billion under the revolving credit facility was available for future borrowings. 46 MANAGEMENT’S DISCUSSION AND ANALYSIS capital resOurces Our operations are capital intensive, characterized by significant investments in aircraft, vehicles, technology, package handling facilities and sort equipment. The amount and timing of capital additions depend on various factors, including pre-existing con- tractual commitments, anticipated volume growth, domestic and international economic conditions, new or enhanced services, geographical expansion of services, availability of satisfactory financing and actions of regulatory authorities. The following table compares capital expenditures by asset category and reportable segment for the years ended May 31 (in millions): 2007 2006 2005 Aircraft and related equipment $ 1,107 $ 1,033 $ 990 Facilities and sort equipment Vehicles Information and technology investments Other equipment Total capital expenditures FedEx Express segment FedEx Ground segment FedEx Freight segment FedEx Kinko’s segment Other, principally FedEx Services Total capital 674 445 507 413 496 261 431 225 394 171 331 158 $ 2,882 $ 1,672 489 287 157 $ 2,518 $ 1,408 487 274 94 $ 2,236 $ 1,195 456 217 152 277 255 216 Percent Change 2006/ 2005 2007/ 2006 7 33 8 9 32 14 19 – 5 67 9 4 2 58 19 8 13 18 7 26 (38) 18 13 expenditures $ 2,882 $ 2,518 $ 2,236 14 Capital expenditures increased during 2007 primarily due to increased spending at FedEx Express for facility expansion and aircraft and related equipment and expenditures at FedEx Kinko’s associated with its multi-year expansion program. Capital expen- ditures during 2006 were higher than the prior year primarily due to the purchase of vehicles at FedEx Express and FedEx Freight and information technology investments at FedEx Services. In addition, investments were made in the FedEx Ground and FedEx Freight networks in 2006 to support growth in customer demand. While we pursue market opportunities to purchase aircraft when they become available, we must make commitments regarding our airlift requirements years before aircraft are actually needed because of substantial lead times associated with the manufacture and modification of aircraft. We are closely managing our capital spending based on current and anticipated volume levels and will defer or limit capital additions where economically feasible, while continuing to invest strategically in growing service lines. During 2007, FedEx Express announced two aircraft acquisition programs designed to meet future capacity needs. The first is a $2.6 billion multi-year program to acquire and modify approxi- mately 90 Boeing 757-200 aircraft to replace our narrow-body fleet of Boeing 727-200 aircraft. The second is an agreement to acquire 15 new Boeing 777F (“B777F”) aircraft and an option to purchase an additional 15 B777F aircraft. The B777F aircraft will provide us with non-stop, point-to-point transoceanic routes with shorter flight times. See Note 16 of the accompanying consoli- dated financial statements for further discussion of our aircraft purchase commitments. Our capital expenditures are expected to be approximately $3.5 billion in 2008, with much of the year-over-year increase due to spending for facilities and sort equipment at FedEx Express and FedEx Ground and network expansion at FedEx Kinko’s. We also continue to invest in productivity-enhancing technologies. Aircraft-related capital and expense outlays, including support of the narrow-body aircraft replacement program and the B777F fleet, are expected to approximate 2007 aircraft spending levels. We currently expect to fund our 2008 capital requirements with cash from operations. cOntractual cash OBligatiOns The following table sets forth a summary of our contractual cash obligations as of May 31, 2007. Certain of these contractual obligations are reflected in our balance sheet, while others are disclosed as future obligations under accounting principles generally accepted in the United States. Except for the current portion of long-term debt and capital lease obligations, this table does not include amounts already recorded in our balance sheet as current liabilities at May 31, 2007. Accordingly, this table is not meant to represent a forecast of our total cash expenditures for any of the periods presented. (in millions) 2008 2009 Payments Due by Fiscal Year 2011 2010 2012 Thereafter Total Amounts reflected in Balance Sheet: Long-term debt Capital lease obligations (1) Other cash obligations not reflected in Balance Sheet: Unconditional purchase obligations (2) Interest on long-term debt Operating leases Total (1) Capital lease obligations represent principal and interest payments. (2) See Note 16 to the accompanying consolidated financial statements. $ 521 103 1,282 118 1,680 $ 3,704 $ 530 13 $ 500 97 1,111 111 1,481 $ 3,246 1,150 79 1,297 $ 3,123 $ 250 8 704 65 1,143 $ 2,170 $ – 8 86 47 1,010 $ 1,151 $ 539 137 164 1,553 6,752 $ 9,145 $ 2,340 366 4,497 1,973 13,363 $ 22,539 47 FEDEX CORPORATION We have certain contingent liabilities that are not accrued in our balance sheets in accordance with accounting principles gener- ally accepted in the United States. These contingent liabilities are not included in the table above. Amounts Reflected in Balance Sheet We have certain financial instruments representing potential commitments, not reflected in the table above, that were incurred in the normal course of business to support our operations, including surety bonds and standby letters of credit. These instru- ments are generally 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 surety bonds and letters of credit themselves. We have other long-term liabilities reflected in our balance sheet, including deferred income taxes, qualified and nonqualified pension and postretirement healthcare liabilities and other self- insurance accruals. The payment obligations associated with these liabilities are not reflected in the table above due to the absence of scheduled maturities. Therefore, the timing of these payments cannot be determined, except for amounts estimated to be payable within twelve months that are included in current liabilities. Other Cash Obligations Not Reflected in Balance Sheet The amounts reflected in the table above for purchase commit- ments represent non-cancelable agreements to purchase goods or services. Such contracts include those for certain purchases of aircraft, aircraft modifications, vehicles, facilities, computers, printing and other equipment and advertising and promotions contracts. In addition, we have committed to modify our DC10 aircraft for two-man cockpit configurations, which is reflected in the table above. Commitments to purchase aircraft in passen- ger configuration do not include the attendant costs to modify these aircraft for cargo transport unless we have entered into a non-cancelable commitment. Open purchase orders that are can- celable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above. Such purchase orders often represent authorizations to purchase rather than binding agreements. The amounts reflected in the table above for interest on long-term debt represent future interest payments due on our long-term debt, which are primarily fixed rate. The amounts reflected in the table above for operating leases represent future minimum lease payments under non-cancelable operating leases (principally aircraft and facilities) with an initial or remaining term in excess of one year at May 31, 2007. In the past, we financed a significant portion of our aircraft needs (and certain other equipment needs) using operating leases (a type of “off-balance sheet financing”). At the time that the decision to lease was made, we determined that these operating leases would provide economic benefits favorable to ownership with respect to market values, liquidity or after-tax cash flows. In accordance with accounting principles generally accepted in the United States, our operating leases are not recorded in our balance sheet. Credit rating agencies routinely use information concerning minimum lease payments required for our operating leases to calculate our debt capacity. In addition, we have guar- antees under certain operating leases, amounting to $17 million as of May 31, 2007, for the residual values of vehicles and facili- ties at the end of the respective operating lease periods. Although some of these leased assets may have a residual value at the end of the lease term that is less than the value specified in the related operating lease agreement, we do not believe it is prob- able that we will be required to fund material amounts under the terms of these guarantee arrangements. Accordingly, no material accruals have been recognized for these guarantees. Critical Accounting Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make significant judgments and esti- mates to develop amounts reflected and disclosed in the financial statements. In many cases, there are alternative policies or esti- mation techniques that could be used. We maintain a thorough process to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that are required to prepare the financial statements of a complex, global corporation. However, even under optimal circumstances, estimates routinely require adjustment based on changing cir- cumstances and new or better information. The estimates discussed below include the financial statement elements that are either the most judgmental or involve the selec- tion or application of alternative accounting policies and are material to our financial statements. Management has discussed the development and selection of these critical accounting esti- mates with the Audit Committee of our Board of Directors and with our independent registered public accounting firm. As discussed in the notes to our financial statements and previ- ously in this MD&A, we are required to adopt new accounting rules for income taxes under FIN 48, commencing in 2008. While the adoption of FIN 48 will not have a material effect on our financial statements, its application substantially increases the sensitivities of the estimation process used in the accounting and reporting for tax contingencies. Therefore, we will add a “Contingencies, including Income Taxes” category to our criti- cal accounting estimates in the first quarter of 2008. Over the past several years, we have substantially improved and automated the rating and billing processes for our package businesses. As a result, our experience with invoice corrections and bad debts has improved markedly, as has the accuracy of our revenue estimates for shipments not yet billed at period end. Therefore, substantially less judgment is required in the report- ing of revenue and we have concluded that revenue recognition will no longer be considered a critical accounting estimate com- mencing in 2008. 48 MANAGEMENT’S DISCUSSION AND ANALYSIS retirement plans Overview. We sponsor programs that provide retirement ben- efits to most of our employees. These programs include defined benefit pension plans, defined contribution plans and retiree healthcare plans. The accounting for pension and healthcare plans includes numerous assumptions, such as: discount rates; expected long-term investment returns on plan assets; future sal- ary 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): U.S. domestic pension plans International pension and defined contribution plans U.S. domestic defined contribution plans Retiree healthcare plans 2007 $ 442 2006 $ 400 2005 $ 337 49 45 41 152 55 $ 698 147 73 $ 665 136 68 $ 582 The determination of our annual retirement plans cost is highly sensitive to changes in the assumptions discussed above because we have a large active workforce, a significant amount of assets in the pension plans, and the payout of benefits will occur over an extended period in the future. Total retirement plans cost increased approximately $33 million in 2007, $83 mil- lion in 2006 and $37 million in 2005, primarily due to changes to these assumptions. In February 2007, we announced changes to modernize certain of our retirement programs over the next two fiscal years. Effective January 1, 2008, we will increase the annual company matching contribution under the largest of our 401(k) plans covering most employees from $500 to a maximum of 3.5% of eligible compensa- tion. Employees not participating in the 401(k) plan as of January 1, 2008 will be automatically enrolled at 3% of eligible pay with a company match of 2% of eligible pay. Effective May 31, 2008, benefits previously accrued under our primary pension plans using a traditional pension benefit formula will be capped for most employees, and those benefits will be payable beginning at retirement. Beginning June 1, 2008, future pension benefits for most employees will be accrued under a cash balance formula we call the Portable Pension Account. These changes will not affect the benefits of current retirees. 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 ser- vice and interest on the notional account balance. An employee’s pay credits are determined each year under a graded formula that combines age with years of service for points. The plan inter- est credit rate will vary from year to year based on the selected U.S. Treasury index, with a minimum rate of 4% or the one-year Treasury Constant Maturities rate and a maximum rate based on the average 30-year Treasury rate. Under the new programs, we expect the long-term costs and funding for our retirement plans will approximate those under the current design. However, we expect that the costs of our retirement plans will become more predictable, as we reduce highly volatile pension costs in favor of more predictable 401(k) costs associated with our matching contributions. These retire- ment plan changes were contemplated in our February 28, 2007 actuarial measurement and reduced the impact on shareholders’ equity of adopting SFAS 158 by $1 billion. Because it will take several years to fully implement the increases to our 401(k) plan contributions, we will realize a net retirement plans cost reduc- tion in the near term from these changes. Retirement plans cost in 2008 is expected to be approximately $615 million, a decrease of $83 million from 2007. This expected decrease in cost is due to the retirement plan design changes described above, which will be partially offset by changes in assumptions related to plan asset rate of return, mortality, ben- efit age for deferred vested participants and pilot-specific benefit formula and salary increases. Retirement plans cost is included in the “Salaries and Employee Benefits” caption in our consoli- dated income statements. As part of our strategy to manage future pension costs and net funded status volatility, we are also in the process of re-evaluat- ing our pension investment strategy. We have decided to move certain equity investments out of actively managed funds and into index funds. Also, we are currently evaluating the mix of invest- ments between equities and fixed income securities, whose cash flows will more closely align with the cash flows of our pension obligations. Based on these considerations, we have reduced our estimated long-term rate of return on plan assets from 9.1% to 8.5% for 2008. Pension Cost. Of all of our retirement plans, our largest qualified U.S. domestic pension plan is the most significant and subjective. The components of pension cost for all pension plans recognized in our income statements are as follows (in millions): Service cost Interest cost Expected return on plan assets Recognized actuarial losses and other 2007 $ 540 707 (930) 150 $ 467 2006 $ 473 642 (811) 121 $ 425 2005 $ 417 579 (707) 72 $ 361 Following is a discussion of the key estimates we consider in determining our pension costs: Discount Rate. This is the interest rate used to discount the estimated future benefit payments that have been accrued to date (the projected benefit obligation, or PBO) to their net pres- ent value. The discount rate is determined each year at the plan measurement date (February 28) and affects the succeeding year’s pension cost. A decrease in the discount rate increases pension expense. 49 FEDEX CORPORATION This assumption is highly sensitive, as the following table illustrates: 2008 2007 2006 2005 Discount Rate (1) n/a 6.012% 5.912% 6.285% Sensitivity (in millions) (2) PBO Expense $2.1 2.5 2.1 1.8 n/a $19 21 16 (1) The discount rate in effect at the end of a given fiscal year affects the current year’s projected benefit obligation (PBO) and the succeeding year’s pension expense. (2) Sensitivities show the impact on expense and the PBO of a one-basis-point change in the discount rate. We determine the discount rate (which is required to be the rate at which the projected benefit obligation could be effec- tively 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 generally match our expected benefit payments in future years. This bond modeling technique allows for the use of non-callable and make-whole bonds that meet certain screen- ing criteria to ensure that the selected bonds with a call feature have a low probability of being called. To the extent scheduled bond proceeds exceed the estimated benefit payments in a given period, the yield calculation assumes those excess proceeds are reinvested at the one-year forward rates implied by the Citigroup Pension Discount Curve. The trend of declines in the discount rate negatively affected our primary domestic pension plan expense by $89 million in 2007, $101 million in 2006 and $32 million in 2005. Pension costs will be favorably affected in 2008 by approximately $27 million due to the slight increase in the discount rate. Plan Assets. Pension plan assets are invested primarily in listed securities. Our pension plans hold only a minimal investment in FedEx common stock that is entirely at the discretion of third-party pension fund investment managers. The estimated average rate of return on plan assets is a long-term, forward-looking assumption that also materially affects our pension cost. It is required to be the expected future long-term rate of earnings on plan assets. At February 28, 2007, with approximately $11.3 billion of plan assets, a one-basis-point change in this assumption for our domestic pension plans affects pension cost by approximately $1.1 million. We have assumed an 8.5% compound geometric long-term rate of return on our principal U.S. domestic pension plan assets for 2008, down from 9.1% in 2007, as discussed above. Establishing the expected future rate of investment return on our pension assets is a judgmental matter. Management considers the following factors in determining this assumption: • the duration of our pension plan liabilities, which drives the investment strategy we can employ with our pension plan assets; • the types of investment classes in which we invest our pension plan assets and the expected compound geometric return we can reasonably expect those investment classes to earn over the next 10- to 15-year time period (or such other time period that may be appropriate); and • the investment returns we can reasonably expect our active investment management program to achieve in excess of the returns we could expect if investments were made strictly in indexed funds. As noted above, we have refined our investment strategy and lowered the long-term rate of return for 2008. To support our conclusions, we periodically commission asset/liability studies performed by third-party professional investment advisors and actuaries to assist us in our reviews. These studies project our estimated future pension payments and evaluate the efficiency of the allocation of our pension plan assets into various investment categories. These studies also generate probability-adjusted expected future returns on those assets. The following table summarizes our current asset allocation strategy: Asset Class Domestic equities International equities Private equities Total equities Long duration fixed income securities Other fixed income securities Percent of Plan Assets at Measurement Date 2007 2006 Actual Target Actual Target 52% 21 3 76 53% 17 5 75 54% 20 3 77 53% 17 5 75 15 9 100% 15 10 100% 14 9 100% 15 10 100% The actual historical return on our U.S. pension plan assets, calculated on a compound geometric basis, was 9.8%, net of investment manager fees, for the 15-year period ended February 28, 2007. In addition, our actual return on plan assets exceeded the estimated return in each of the past four fiscal years. Pension expense is also affected by the accounting policy used to determine the value of plan assets at the measurement date. We use a calculated-value method to determine the value of plan assets, which helps mitigate short-term volatility in market per- formance (both increases and decreases). Another method used in practice applies the market value of plan assets at the mea- surement date. The application of the calculated-value method equaled the result from applying the market-value method for 2005 through 2007. Salary Increases. The assumed future increase in salaries and wages is also a key estimate in determining pension cost. Generally, we correlate changes in estimated future salary increases to changes in the discount rate (since that is an indi- cator of general inflation and cost of living adjustments) and general estimated levels of profitability (since most incentive compensation is a component of pensionable wages). Our aver- age future salary increases based on age and years of service were 3.46% for 2007 and 3.15% for 2006 and 2005. Future salary increases are estimated to be 4.47% for our 2008 pension costs, reflecting the impact of the modernization of our retirement plans (discussed above). In the future, a one-basis-point across-the- board change in the rate of estimated future salary increases will have an immaterial impact on our pension costs. 50 MANAGEMENT’S DISCUSSION AND ANALYSIS Following is information concerning the funded status of our pension plans as of May 31 (in millions): 2007 (1) 2006 Funded Status of Plans: Projected benefit obligation (PBO) Fair value of plan assets PBO in excess of plan assets Unrecognized actuarial losses and other Net amount recognized $ 12,209 11,506 (703) 22(2) (681) $ –(4) 1 $ Components of Amounts Included in Balance Sheets: Prepaid pension cost Noncurrent pension assets Current pension, postretirement healthcare and other benefit obligations Accrued pension liability Minimum pension liability Noncurrent pension, postretirement healthcare and other benefit obligations Accumulated other comprehensive income Intangible asset and other Net amount recognized $ (658) –(4) –(4) (681) (24) –(4) –(4) $ 12,153 10,130 (2,023) 3,119(3) $ 1,096 $ 1,349 – – (253) (122) – 112 10 $ 1,096 Cash Amounts: Cash contributions during the year Benefit payments during the year $ $ 524 261 $ $ 492 228 (1) Incorporates the provisions of SFAS 158 adopted on May 31, 2007. (2) Amounts for 2007 represent only employer contributions after measurement date, as unrecognized net actuarial loss, unamortized prior service cost and unrecognized net transition amount were not applicable in 2007 due to adoption of SFAS 158. (3) Amounts for 2006 consist of unrecognized net actuarial loss, unamortized prior service cost, unrecognized net transition amount and employer contributions after measurement date. (4) Not applicable for 2007 due to adoption of SFAS 158. The funded status of the plans reflects a snapshot of the state of our long-term pension liabilities at the plan measurement date. Our plans remain adequately funded to provide benefits to our employees as they come due and current benefit payments are nominal compared to our total plan assets (benefit payments for 2007 were approximately 2% of plan assets). As described previ- ously in this MD&A, the adoption of SFAS 158 resulted in a $982 million charge to shareholders’ equity in accumulated other com- prehensive income from the elimination of our prepaid pension asset of $1.4 billion and an increase in other postretirement ben- efit liabilities of $120 million, net of tax. Under SFAS 158 we are required to recognize the funded status of the PBO and cannot defer actuarial gains and losses even though such items continue to be deferred for the determination of pension expense. We made tax-deductible voluntary contributions of $482 million in 2007 and $456 million in 2006 to our qualified U.S. domestic pen- sion plans. We expect approximately $10 million of contributions to such plans to be legally required in 2008, and we currently expect to make tax-deductible voluntary contributions to our qualified plans in 2008 at levels approximating those in 2007. Cumulative unrecognized actuarial losses for pension plans expense determination were approximately $3.3 billion through February 28, 2007, compared to $3.0 billion at February 28, 2006. These unrecognized losses primarily reflect the declin- ing discount rate from 2002 through 2006 and other changes in assumptions. A portion is also attributable to the differences between expected and actual asset returns, which are being amortized over future periods. These unrecognized losses may be recovered in future periods through actuarial gains. However, unless they are below a corridor amount, these unrecognized actuarial losses are required to be amortized and recognized in future periods. For example, projected U.S. domestic plan pen- sion expense for 2008 includes $162 million of amortization of these actuarial losses versus $136 million in 2007, $107 million in 2006 and $60 million in 2005. self-insurance accruals We are self-insured up to certain limits for costs associated with workers’ compensation claims, vehicle accidents and general business liabilities, and benefits paid under employee healthcare and long-term disability programs. At May 31, 2007 there were approximately $1.3 billion of self-insurance accruals reflected in our balance sheet ($1.2 billion at May 31, 2006). In 2007 approxi- mately 41% of these accruals were classified as current liabilities and in 2006 approximately 43% of self-insurance accruals were classified as current liabilities. The measurement of these costs requires the consideration of historical cost experience, judgments about the present and expected levels of cost per claim and retention levels. We account for these costs primarily through actuarial methods, which develop estimates of the undiscounted liability for claims incurred, including those claims incurred but not reported, on a quarterly basis for material accruals. These methods provide estimates of future ultimate claim costs based on claims incurred as of the balance sheet date. We self-insure up to certain limits that vary by operating company and type of risk. Periodically, we evaluate the level of insurance coverage and adjust insurance levels based on risk tolerance and premium expense. Historically, it has been infrequent that incurred claims exceeded our self- insured limits. Other acceptable methods of accounting for these accruals include measurement of claims outstanding and pro- jected payments based on historical development factors. We believe the use of actuarial methods to account for these lia- bilities provides a consistent and effective way to measure these highly judgmental accruals. However, the use of any estimation technique in this area is inherently sensitive given the magni- tude of claims involved and the length of time until the ultimate cost is known. We believe our recorded obligations for these expenses are consistently measured on a conservative basis. Nevertheless, changes in healthcare costs, accident frequency and severity, insurance retention levels and other factors can materially affect the estimates for these liabilities. lOng-liveD assets Property and Equipment. Our key businesses are capital intensive, with more than 53% of our total assets invested in our transpor- tation and information systems infrastructures. We capitalize only those costs that meet the definition of capital assets under accounting standards. Accordingly, repair and maintenance costs that do not extend the useful life of an asset or are not part of the cost of acquiring the asset are expensed as incurred. However, consistent with industry practice, we capitalize certain aircraft- related major maintenance costs on one of our aircraft fleet types and amortize these costs over their estimated service lives. 51 FEDEX CORPORATION The depreciation or amortization of our capital assets over their estimated useful lives, and the determination of any salvage values, requires management to make judgments about future events. Because we utilize many of our capital assets over rela- tively long periods (the majority of aircraft costs are depreciated over 15 to 18 years), we periodically evaluate whether adjustments to our estimated service lives or salvage values are necessary to ensure these estimates properly match the economic use of the asset. This evaluation may result in changes in the estimated lives and residual values used to depreciate our aircraft and other equipment. These estimates affect the amount of depreciation expense recognized in a period and, ultimately, the gain or loss on the disposal of the asset. Historically, gains and losses on oper- ating equipment have not been material (typically less than $15 million annually). However, such amounts may differ materially in the future due to technological obsolescence, accident frequency, regulatory changes and other factors beyond our control. Because of the lengthy lead times for aircraft manufacture and modifications, we must anticipate volume levels and plan our fleet requirements years in advance, and make commitments for aircraft based on those projections. These activities create risks that asset capacity may exceed demand and that an impairment of our assets may occur. In addition, aircraft purchases (primarily aircraft in passenger configuration) that have not been placed in service totaled $71 million at May 31, 2007 and $208 million at May 31, 2006. We plan to modify these assets in the future to place them into operation. The accounting test for whether an asset held for use is impaired involves first comparing the carrying value of the asset with its estimated future undiscounted cash flows. If the cash flows do not exceed the carrying value, the asset must be adjusted to its current fair value. Because the cash flows of our transportation networks cannot be identified to individual assets, and based on the ongoing profitability of our operations, we have not experi- enced any significant impairment of assets to be held and used. However, from time to time we make decisions to remove certain long-lived assets from service based on projections of reduced capacity needs and those decisions may result in an impairment charge. Assets held for disposal must be adjusted to their esti- mated fair values when the decision is made to dispose of the asset and certain other criteria are met. There were no material asset impairment charges recognized in 2007, 2006 or 2005. Leases. We utilize operating leases to finance certain of our aircraft, facilities and equipment. Such arrangements typically shift the risk of loss on the residual value of the assets at the end of the lease period to the lessor. As disclosed in “Contractual Cash Obligations” and Note 7 to the accompanying consolidated financial statements, at May 31, 2007 we had approximately $13 billion (on an undiscounted basis) of future commitments for pay- ments under operating leases. The weighted-average remaining lease term of all operating leases outstanding at May 31, 2007 was approximately seven years. The future commitments for operating leases are not reflected as a liability in our balance sheet because these leases do not meet the accounting definition of capital leases. The determination of whether a lease is accounted for as a capital lease or an operating lease requires management to make estimates primarily about the 52 fair value of the asset and its estimated economic useful life. We believe we have well-defined and controlled processes for making this evaluation, including obtaining third-party appraisals for mate- rial transactions to assist us in making these evaluations. Goodwill. We have approximately $3.5 billion of goodwill in our balance sheet resulting from business acquisitions. Our busi- ness acquisitions in 2007 contributed approximately $670 million in goodwill, as follows: Segment FedEx Express FedEx Express FedEx Freight FedEx Express Acquisition DTW Group ANC FedEx National LTL Other Goodwill (in millions) $ 348 168 121 33 $ 670 The annual evaluation of goodwill impairment requires the use of estimates and assumptions to determine the fair value of our reporting units using a discounted cash flow methodology, such as: revenue growth rates; operating margins; discount rates and expected capital expenditures. Estimates used by management can significantly affect the outcome of the impairment test. Each year, independent of our goodwill impairment test, we update our weighted-average cost of capital calculation and perform a long-range planning analysis to project expected results of operations. Using this data, we complete a separate fair-value analysis for each of our reporting units. Changes in forecasted operations and other assumptions could materially affect these estimates. We compare the fair value of our reporting units to the carrying value, including goodwill, of each of those units. We performed our annual impairment tests in the fourth quarter of 2007. Because the fair value of each of our reporting units exceeded its carrying value, including goodwill, no additional testing or impairment charge was necessary. Intangible Asset with an Indefinite Life. We have an intangible asset of $567 million associated with the Kinko’s trade name. This intangible asset is not amortized because it has an indefinite remaining useful life. We must review this asset for impairment on at least an annual basis. This annual evaluation requires the use of estimates about the future cash flows attributable to the Kinko’s trade name to determine the estimated fair value of the trade name. Changes in forecasted operations and changes in discount rates can materially affect this estimate. However, once an impairment of this intangible asset has been recorded, it cannot be reversed. We performed our annual impairment test in the fourth quarter of 2007. Because the fair value of the trade name exceeded its car- rying value, no impairment charge was necessary. While FedEx Kinko’s experienced a slight revenue decline in 2007 and decreased profitability in 2007 and 2006, we believe that our long-term growth and expansion strategies support our fair value conclusions. For both goodwill and recorded intangible assets at FedEx Kinko’s, the recoverability of these amounts is dependent on execution of key initiatives related to revenue growth, location expansion and improved profitability. MANAGEMENT’S DISCUSSION AND ANALYSIS recognized through estimates using actual shipment volumes and historical trends of shipment size and length of haul. These esti- mates are adjusted in subsequent months to the actual amounts invoiced. Due to strong system controls and shipment visibility, there is a low level of subjectivity inherent in these accrual pro- cesses and the estimates have historically not varied significantly from actual amounts subsequently invoiced. Shipments in Process. Because the majority of our shipments have short cycle times, less than 5% of a total month’s revenue is typically in transit at the end of a period. We periodically perform studies to measure the percentage of completion for shipments in process. At month end, we estimate the amount of revenue earned on shipments in process based on actual shipments picked up, the scheduled day of delivery, the day of the week on which the month ends (which affects the percentage of completion) and current trends in our average price for the respective services. We believe these estimates provide a reasonable approximation of the actual revenue earned at the end of a period. Future Adjustments to Revenue and Accounts Receivable. In the transportation industry, pricing that is put in place may be subse- quently adjusted due to continued negotiation of contract terms, earned discounts triggered by certain shipment volume thresholds, and/or no-fee money-back guarantee refunds caused by on-time service failures. We account for estimated future revenue adjust- ments through a reserve against accounts receivable that takes into consideration historical experience and current trends. For 2007, 2006 and 2005, revenue adjustments as a percentage of total revenue averaged approximately 1%. Due to our reliable on-time service, close communication with customers, strong revenue systems and minimal volume discounts in place, we have maintained a consistently low revenue adjustment per- centage. A one-basis-point change in the revenue adjustment percentage would increase or decrease revenue adjustments by approximately $2 million. While write-offs related to bad debts do occur from time to time, they are small compared to our total revenue and accounts receivable balances due to the small value of individual shipping transactions spread over a large customer base, our short credit terms and our strong credit and collection practices. Bad debt expense associated with credit losses has averaged approxi- mately 0.3% in 2007, 0.4% in 2006 and 0.3% in 2005 of total revenue and reflects our strong credit management processes. revenue recOgnitiOn Historically, the policies adopted to recognize revenue have been deemed critical because an understanding of the account- ing applied in this area is fundamental to assessing our overall financial performance and because revenue and revenue growth are key measures of financial performance in the marketplace. Revenue recognition will no longer be considered a critical accounting estimate category for 2008 due to the improvements we have made in our rating and billing processes, which have significantly reduced the level of management judgment applied in these areas. Our businesses are primarily involved in the direct pickup and delivery of commercial package and freight shipments, as well as providing document solutions and business services. Our employees, independent contractors and agents are involved throughout the process and our operational, billing and account- ing systems directly capture and control all relevant information necessary to record revenue, bill customers and collect amounts due to us. Certain of our transportation services are provided through independent contractors. FedEx is the principal to the transaction in most instances and in these cases revenue from these transactions is recognized on a gross basis. Costs associ- ated with independent contractor settlements are recognized as incurred and included in the purchased transportation caption in the accompanying income statements. We recognize revenue upon delivery of shipments for our trans- portation businesses and upon completion of services for our business services, logistics and trade services businesses. Transportation industry practice includes four acceptable meth- ods for revenue recognition for shipments in process at the end of an accounting period, two of which are predominant: (1) rec- ognize all revenue and the related delivery costs when shipments are delivered or (2) recognize a portion of the revenue earned for shipments that have been picked up but not yet delivered at period end and accrue delivery costs as incurred. We use the second method and recognize the portion of revenue earned at the balance sheet date for shipments in transit and accrue all delivery costs as incurred. We believe this accounting policy effectively and consistently matches revenue with expenses and recognizes liabilities as incurred. Our contract logistics, global trade services and certain transpor- tation businesses engage in some transactions wherein they act as agents. Revenue from these transactions is recorded on a net basis. Net revenue includes billings to customers less third-party charges, including transportation or handling costs, fees, com- missions, taxes and duties. These amounts are not material. There are three key estimates that are included in the recognition and measurement of our revenue and related accounts receiv- able under the policies described above: (1) estimates for unbilled revenue on shipments that have been delivered; (2) estimates for revenue associated with shipments in transit; and (3) estimates for future adjustments to revenue or accounts receivable for bill- ing adjustments and bad debts. Unbilled Revenue. There is a time lag between the completion of a shipment and the generation of an invoice that varies by cus- tomer and operating company. Accordingly, unbilled revenue is 53 FEDEX CORPORATION Market Risk Sensitive Instruments and Positions 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. Interest Rates. While we currently have market risk sensitive instruments related to interest rates, we have no significant expo- sure to changing interest rates on our long-term debt because the interest rates are fixed on the majority of our long-term debt. At May 31, 2007, we had approximately $500 million of outstanding floating-rate senior unsecured debt issued in August 2006. This floating-rate debt matures in August 2007. We have not employed interest rate hedging to mitigate the risks with respect to this bor- rowing. A hypothetical 10% increase in the interest rate on our outstanding floating-rate debt would not have a material effect on our results of operations. In 2006, we had approximately $118 million of outstanding floating-rate borrowings related to leases for two MD-11 aircraft that were consolidated under the provi- sions of FIN 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.” FedEx Express purchased these air- craft in March 2007, extinguishing this 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 an estimated fair value of $2.4 billion at May 31, 2007 and $2.2 billion at May 31, 2006. 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 approximately $36 million as of May 31, 2007 and $42 million as of May 31, 2006. 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. Foreign Currency. While we are a global provider of transporta- tion, e-commerce and business services, the substantial majority of our transactions are denominated in U.S. dollars. The distribu- tion of our foreign currency denominated transactions is such that currency declines in some areas of the world are often offset by currency gains in other areas of the world. The principal for- eign currency exchange rate risks to which we are exposed are in the euro, Chinese yuan, Canadian dollar, Great Britain pound and Japanese yen. During 2007 and 2006, we believe operating income was positively impacted due to foreign currency fluctua- tions. However, favorable foreign currency fluctuations also may have had an offsetting impact on the price we obtained or the demand for our services. At May 31, 2007, the result of a uniform 10% strengthening in the value of the dollar relative to the cur- rencies in which our transactions are denominated would result in a decrease in operating income of approximately $151 million for 2008 (the comparable amount in the prior year was approxi- mately $135 million). This theoretical calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar. In practice, our experience is that exchange rates in the principal foreign markets where we have foreign currency denominated transactions tend to have offsetting fluctuations. Therefore, the calculation above is not indicative of 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 54 Commodity. We have market risk for changes in the price of jet and diesel fuel; however, this risk is largely mitigated by our fuel sur- charges. Our fuel surcharges are closely linked to market prices for fuel. Therefore, a hypothetical 10% change in the price of fuel would not be expected to materially affect our earnings. However, our fuel surcharges have a lag that exists before they are adjusted for changes in fuel prices and fuel prices can fluctuate within certain ranges before resulting in a change in our fuel surcharges. Therefore, our operating income may be affected should the spot price of fuel suddenly change by a significant amount or change by amounts that do not result in a change in our fuel surcharges. Other. We do not purchase or hold any derivative financial instru- ments for trading purposes. Risk Factors Our financial and operating results are subject to many risks and uncertainties, as described below. Our businesses depend on our strong reputation and the value of the FedEx brand. The FedEx brand name symbolizes high-quality service, reliability and speed. FedEx is one of the most widely recognized, trusted and respected brands in the world, and the FedEx brand is one of our most important and valuable assets. In addition, we have a strong reputation among customers and the general public for high standards of social and environmental responsibility and corporate governance and ethics. The FedEx brand name and our corporate reputation are powerful sales and marketing tools, and we devote significant resources to pro- moting and protecting them. Adverse publicity (whether or not justified) relating to activities by our employees, contractors or agents could tarnish our reputation and reduce the value of our brand. Damage to our reputation and loss of brand equity could reduce demand for our services and thus have an adverse effect on our financial condition, liquidity and results of operations, as well as require additional resources to rebuild our reputation and restore the value of our brand. We rely heavily on technology to operate our transportation and business networks, and any disruption to our 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 our technology network, includ- ing our ability to provide features of service that are important to our customers. Any disruption to the Internet or our technology infrastructure, including those impacting our computer systems and Web site, could adversely impact our customer service and our volumes and revenues and result in increased costs. While we have invested and continue to invest in technology security initiatives and disaster recovery plans, these measures cannot fully insulate us from technology disruptions and the resulting adverse effect on our operations and financial results. MANAGEMENT’S DISCUSSION AND ANALYSIS Our businesses are capital intensive, and we must make capi- tal expenditures based upon projected volume levels. We make significant investments in aircraft, vehicles, technology, package handling facilities, sort equipment, copy equipment and other capital to support our transportation and business networks. We also make significant investments to rebrand, integrate and grow the companies that we acquire. The amount and timing of capital investments depend on various factors, including our anticipated volume growth. For example, we must make commitments to pur- chase 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. If we miss our projections, we could end up with too much or too little capacity relative to our shipping volumes. We face intense competition. The transportation and business services markets are both highly competitive and sensitive to price and service. 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, our competitors determine the charges for their services. If the pricing environment becomes irrational, it could limit our ability to maintain or increase our prices (including our fuel surcharges in response to rising fuel costs) or to maintain or grow our market share. In addition, maintaining a broad portfo- lio of services is important to keeping and attracting customers. While we believe we compete effectively through our current service offerings, if our competitors offer a broader range of ser- vices or more effectively bundle their services, it could impede our ability 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 profit- ability 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, during 2007 we acquired the LTL freight operations of Watkins Motor Lines (renamed FedEx National LTL) and made strategic acquisitions in China, the United Kingdom and India. While we expect these 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. We acquired FedEx Kinko’s in February 2004 to expand our portfolio of business services and enhance our ability to provide package-shipping services to small- and medium-sized business customers through its network of retail locations. However, FedEx Kinko’s financial performance has not yet met our expectations. Accordingly, we have undertaken key initiatives at FedEx Kinko’s relating to revenue growth, network expansion and improved profitability. There can be no assurance that our acquisitions will be successful or that we can continue to support the value we allocate to these acquired businesses, including their goodwill or other intangible assets. Our transportation businesses may be 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 successful in mitigating the 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. In addition, disrup- tions in the supply of fuel could have a negative impact on our ability to operate our transportation networks. FedEx Ground relies on owner-operators to conduct its operations, and the status of these owner-operators as independent contrac- tors, rather than employees, is being challenged. FedEx Ground’s use of independent contractors is well suited to the needs of the ground delivery business and its customers. We are involved in numerous purported class-action lawsuits and other proceedings, however, that claim that these owner-operators should be treated as employees and not independent contractors. We expect to incur certain costs, including legal fees, in defending the status of FedEx Ground’s owner-operators as independent contractors. We strongly believe that the owner-operators are properly classified as independent contractors and that we will prevail in our defense. However, adverse determinations in these matters could, among other things, entitle some of our contractors to the reimbursement of certain expenses and to the benefit of wage-and-hour laws and result in employment and withholding tax liability for FedEx Ground. Moreover, if FedEx Ground is compelled to convert its independent contractors to employees, our operating costs could increase and we could incur significant capital outlays. Increased security requirements could impose substantial costs on us, especially at FedEx Express. As a result of concerns about global terrorism and homeland security, governments around the world are adopting or are considering adopting stricter security requirements that will increase operating costs for businesses, including those in the transportation industry. For example, in May 2006, the U.S. Transportation Security Administration (“TSA”) adopted new rules enhancing many of the security requirements for air cargo on both passenger and all-cargo aircraft, and in May 2007, the TSA issued a revised model all-cargo aircraft security program for implementing the new rules. Together with other all-cargo aircraft operators, we have filed comments with the TSA requesting clarification regarding several provisions in the revised model program. Until the requirements for our security program under the new rules are finalized, we cannot determine the effect that these new rules will have on our cost structure or our operating results. It is reasonably possible, however, that these rules or other future security requirements for air cargo carriers could impose material costs on us. The regulatory environment for global aviation rights may impact our air operations. Our extensive air network is critical to our suc- cess. 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 gov- ernments. In addition, we must obtain the permission of foreign governments to provide specific flights and services. Regulatory actions affecting global aviation rights or a failure to obtain or maintain aviation rights in important international markets could impair our ability to operate our air network. 55 FEDEX CORPORATION We are directly affected by the state of the economy. While the global, or macro-economic, risks listed above apply to most com- panies, 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 busi- ness 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 trans- port fewer goods. In addition, we have a relatively high fixed-cost structure, which is difficult to adjust to match shifting volume levels. Moreover, as we grow our international business, we are increasingly affected by the health of the global economy. Forward-Looking Statements Certain statements in this report, including (but not limited to) those contained in “Outlook (including segment outlooks),” “Liquidity,” “Capital Resources,” “Contractual Cash Obligations” and “Critical Accounting Estimates,” and the “Retirement Plans” note to the consolidated financial statements, are “forward-looking” state- ments within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations, cash flows, plans, objectives, future performance and business. Forward-looking statements include those preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “plans,” “esti- mates,” “targets,” “projects,” “intends” or similar expressions. These forward-looking statements involve risks and uncertain- ties. Actual results may differ materially from those contemplated (expressed or implied) by such forward-looking statements, because of, among other things, the risk factors identified above and the other risks and uncertainties you can find in our press releases and other SEC filings. As a result of these and other factors, no assurance can be given as to our future results and achievements. Accordingly, a forward- looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances 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 obliga- tion, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. We are also subject to risks and uncertainties that affect many other businesses, including: • the impact of any international conflicts or terrorist activities on the United States and global economies in general, the trans- portation industry or us in particular, and what effects these events will have on our costs or the demand for our services; • any impacts on our businesses resulting from new domestic or international government laws and regulation, including tax, accounting, labor or environmental rules; • our ability to manage our cost structure for capital expenditures and operating expenses and match them to shifting customer volume levels; • changes in foreign currency exchange rates, especially in the euro, Chinese yuan, Canadian dollar, Great Britain pound and Japanese yen, which can affect our sales levels and foreign currency sales prices; • our ability to maintain good relationships with our employees and prevent attempts by labor organizations to organize groups of our employees, which could significantly increase our oper- ating costs; • a shortage of qualified labor and our ability to mitigate this shortage through recruiting and retention efforts and produc- tivity gains; • increasing costs for employee benefits, especially pension and healthcare benefits; • significant changes in the volumes of shipments transported through our networks, customer demand for our various ser- vices or the prices we obtain for our services; • 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 claims, and any other legal proceedings; • the impact of technology developments on our operations and on demand for our services (for example, the impact that low- cost home copiers and printers are having on demand for FedEx Kinko’s copy services); • adverse weather conditions or natural disasters, such as earth- quakes and hurricanes, which can damage our property, disrupt our operations, increase fuel costs and adversely affect ship- ment levels; • widespread outbreak of an illness or any other communicable disease, or any other public health crisis; and • availability of financing on terms acceptable to us and our abil- ity to maintain our current credit ratings, especially given the capital intensity of our operations. 56 FEDEX CORPORATION Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended). Our internal control over financial reporting includes, among other things, defined policies and procedures for conducting and governing our business, sophisticated information systems for processing transactions and a properly staffed, professional internal audit department. Mechanisms are in place to monitor the effectiveness of our internal control over financial reporting and actions are taken to correct deficiencies identified. Our procedures for financial reporting include the active involvement of senior management, our Audit Committee and our staff of highly qualified financial and legal professionals. Management, with the participation of our principal executive and financial officers, assessed our internal control over financial reporting as of May 31, 2007, 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, 2007. Our independent registered public accounting firm, Ernst & Young LLP, audited management’s assessment and the effectiveness of our internal control over financial reporting. Ernst & Young LLP has issued their report concurring with management’s assessment, which is included in this Annual Report. 57 FEDEX CORPORATION FEDEX CORPORATION Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders FedEx Corporation We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that FedEx Corporation maintained effective internal control over financial reporting as of May 31, 2007, based on crite- ria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). FedEx Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of 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, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, 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 reliabil- ity 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 state- ments 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, management’s assessment that FedEx Corporation maintained effective internal control over financial reporting as of May 31, 2007, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, FedEx Corporation maintained, in all material respects, effective internal control over financial reporting as of May 31, 2007, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the con- solidated balance sheets of FedEx Corporation as of May 31, 2007 and 2006, and related consolidated statements of income, changes in stockholders’ investment and comprehensive income, and cash flows for each of the three years in the period ended May 31, 2007 of FedEx Corporation and our report dated July 9, 2007 expressed an unqualified opinion thereon. Memphis, Tennessee July 9, 2007 58 FEDEX CORPORATION Consolidated Statements of Income (In millions, except per share amounts) REVENUES Operating Expenses: Salaries and employee benefits Purchased transportation Rentals and landing fees Depreciation and amortization Fuel Maintenance and repairs Other OPERATING INCOME Other Income (Expense): Interest expense Interest income Other, net Income Before Income Taxes Provision for Income Taxes NET INCOME BASIC EARNINGS PER COMMON SHARE DILUTED EARNINGS PER COMMON SHARE The accompanying notes are an integral part of these consolidated financial statements. 2007 $ 35,214 13,740 3,873 2,343 1,742 3,533 1,952 4,755 31,938 3,276 (136) 83 (8) (61) 3,215 1,199 $ 2,016 $ 6.57 $ 6.48 Years ended May 31, 2006 $ 32,294 12,571 3,251 2,390 1,550 3,256 1,777 4,485 29,280 3,014 (142) 38 (11) (115) 2,899 1,093 $ 1,806 $ 5.94 $ 5.83 2005 $ 29,363 11,963 2,935 2,299 1,462 2,317 1,695 4,221 26,892 2,471 (160) 21 (19) (158) 2,313 864 $ 1,449 $ 4.81 $ 4.72 59 FEDEX CORPORATION Consolidated Balance Sheets (In millions, except per share data) ASSETS Current Assets Cash and cash equivalents Receivables, less allowances of $136 and $144 Spare parts, supplies and fuel, less allowances of $156 and $150 Deferred income taxes Prepaid expenses and other Total current assets Property and Equipment, at Cost Aircraft and related equipment Package handling and ground support equipment Computer and electronic equipment Vehicles Facilities and other Less accumulated depreciation and amortization Net property and equipment Other Long-Term Assets Goodwill Prepaid pension cost Intangible and other assets Total other long-term assets LIABILITIES AND STOCKHOLDERS’ INVESTMENT Current Liabilities Current portion of long-term debt Accrued salaries and employee benefits Accounts payable Accrued expenses Total current liabilities Long-Term Debt, Less Current Portion Other Long-Term Liabilities Deferred income taxes Pension, postretirement healthcare and other benefit obligations Self-insurance accruals Deferred lease obligations Deferred gains, principally related to aircraft transactions Other liabilities Total other long-term liabilities Commitments and Contingencies Common Stockholders’ Investment Common stock, $0.10 par value; 800 million shares authorized; 308 million shares issued for 2007 and 306 million shares issued for 2006 Additional paid-in capital Retained earnings Accumulated other comprehensive loss Treasury stock Total common stockholders’ investment The accompanying notes are an integral part of these consolidated financial statements. 60 May 31, 2007 2006 $ 1,569 3,942 338 536 244 6,629 9,593 3,889 4,685 2,561 6,362 27,090 14,454 12,636 3,497 – 1,238 4,735 $ 24,000 639 $ 1,354 2,016 1,419 5,428 2,007 897 1,164 759 655 343 91 3,909 31 1,689 11,970 (1,030) (4) 12,656 $ 24,000 $ 1,937 3,516 308 539 164 6,464 8,611 3,558 4,331 2,203 5,371 24,074 13,304 10,770 2,825 1,349 1,282 5,456 $ 22,690 $ 850 1,325 1,908 1,390 5,473 1,592 1,367 944 692 658 373 80 4,114 31 1,438 10,068 (24) (2) 11,511 $ 22,690 FEDEX CORPORATION Consolidated Statements of Cash Flows (In millions) OPERATING ACTIVITIES Net income Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization Provision for uncollectible accounts Deferred income taxes and other noncash items Lease accounting charge Excess tax benefits on the exercise of stock options Stock-based compensation Changes in operating assets and liabilities, net of the effects of businesses acquired: Receivables Other current assets Pension assets and liabilities, net Accounts payable and other operating liabilities Other, net Cash provided by operating activities INVESTING ACTIVITIES Capital expenditures Business acquisitions, net of cash acquired Proceeds from asset dispositions Other, net Cash used in investing activities FINANCING ACTIVITIES Principal payments on debt Proceeds from debt issuances Proceeds from stock issuances Excess tax benefits on the exercise of stock options Dividends paid Other, net Cash provided by (used in) financing activities CASH AND CASH EQUIVALENTS Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period The accompanying notes are an integral part of these consolidated financial statements. 2007 $ 2,016 1,742 106 37 – – 103 (323) (85) (69) 66 (30) 3,563 (2,882) (1,310) 68 – (4,124) (906) 1,054 115 45 (110) (5) 193 (368) 1,937 $ 1,569 Years ended May 31, 2006 $ 1,806 1,548 121 159 79 62 37 (319) (38) (71) 346 (54) 3,676 (2,518) – 64 – (2,454) (369) – 144 – (97) (2) (324) 898 1,039 $ 1,937 2005 $ 1,449 1,462 101 40 – 36 32 (235) (26) (118) 365 11 3,117 (2,236) (122) 12 (2) (2,348) (791) – 99 – (84) – (776) (7) 1,046 $ 1,039 61 FEDEX CORPORATION Consolidated Statements of Changes in Stockholders’ Investment and Comprehensive Income (In millions, except share data) BALANCE AT MAY 31, 2004 Net income Foreign currency translation adjustment, net of deferred taxes of $5 Minimum pension liability adjustment, net of deferred taxes of $1 Total comprehensive income Cash dividends declared ($0.29 per share) Employee incentive plans and other (2,767,257 shares issued) BALANCE AT MAY 31, 2005 Net income Foreign currency translation adjustment, net of deferred taxes of $3 Minimum pension liability adjustment, net of deferred taxes of $24 Total comprehensive income Cash dividends declared ($0.33 per share) Employee incentive plans and other (3,579,766 shares issued) BALANCE AT MAY 31, 2006 Net income Foreign currency translation adjustment, net of deferred taxes of $8 Minimum pension liability adjustment, net of deferred taxes of $24 Total comprehensive income Retirement plans adjustment in connection with the adoption of SFAS 158, net of deferred taxes of $582 Cash dividends declared ($0.37 per share) Employee incentive plans and other (2,508,850 shares issued) BALANCE AT MAY 31, 2007 Common Stock $ 30 – Additional Paid-in Capital $ 1,051 – Accumulated Other Comprehensive Loss $ (46) – Retained Earnings $ 7,001 1,449 Treasury Stock $ – – – – – – 30 – – – – 1 31 – – – – – – $ 31 – – – 162 1,213 – – – – 225 1,438 – – – – – 251 $ 1,689 – – (87) – 8,363 1,806 – – (101) – 10,068 2,016 – – 27 2 – – (17) – 29 (36) – – (24) – 26 (50) – (114) – $ 11,970 (982) – – $ (1,030) – – – (1) (1) – – – – (1) (2) – – – – – (2) $ (4) Total $ 8,036 1,449 27 2 1,478 (87) 161 9,588 1,806 29 (36) 1,799 (101) 225 11,511 2,016 26 (50) 1,992 (982) (114) 249 $ 12,656 The accompanying notes are an integral part of these consolidated financial statements. 62 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1: Description of Business and Summary of Significant Accounting Policies DescriptiOn Of Business FedEx Corporation (“FedEx”) provides a broad portfolio of trans- portation, e-commerce and business services through companies competing collectively, operating independently and managed collaboratively, under the respected FedEx brand. These oper- ating companies are primarily represented by Federal Express Corporation (“FedEx Express”), the world’s largest express transportation company; FedEx Ground Package System, Inc. (“FedEx Ground”), a leading provider of small-package ground delivery services; FedEx Freight Corporation, a leading U.S. pro- vider of less-than-truckload (“LTL”) freight services; and FedEx Kinko’s Office and Print Services, Inc. (“FedEx Kinko’s”), a leading provider of document solutions and business services. These companies represent our major service lines and form the core of our reportable segments. Other business units in the FedEx portfolio are FedEx Trade Networks, Inc. (“FedEx Trade Networks”), a global trade ser- vices company; FedEx SmartPost, Inc. (“FedEx SmartPost”), a small-parcel consolidator; FedEx Global Supply Chain Services, Inc. (“FedEx Supply Chain Services”), a contract logistics pro- vider; FedEx Custom Critical, Inc. (“FedEx Custom Critical”), a critical-shipment carrier; Caribbean Transportation Services, Inc. (“Caribbean Transportation Services”), a provider of airfreight forwarding services, and FedEx Corporate Services, Inc. (“FedEx Services”), a provider of customer-facing sales, marketing and information technology functions, primarily for FedEx Express and FedEx Ground. fiscal Years Except as otherwise specified, references to years indicate our fiscal year ended May 31, 2007 or ended May 31 of the year referenced. principles Of cOnsOliDatiOn The consolidated financial statements include the accounts of FedEx and its subsidiaries, substantially all of which are wholly owned. All significant intercompany accounts and transactions have been eliminated. revenue recOgnitiOn We recognize revenue upon delivery of shipments for our trans- portation businesses and upon completion of services for our business services, logistics and trade services businesses. Certain of our transportation services are provided with the use of independent contractors. FedEx is the principal to the transaction in most instances and in those cases revenue from these trans- actions is recognized on a gross basis. Costs associated with independent contractor settlements are recognized as incurred and included in the caption “Purchased transportation” in the accompanying consolidated statements of income. For shipments in transit, revenue is recorded based on the percentage of service completed at the balance sheet date. Estimates for future billing adjustments to revenue and accounts receivable are recognized at the time of shipment for money-back service guarantees and billing corrections. Delivery costs are accrued as incurred. Our contract logistics, global trade services and certain transpor- tation businesses engage in some transactions wherein they act as agents. Revenue from these transactions is recorded on a net basis. Net revenue includes billings to customers less third-party charges, including transportation or handling costs, fees, commis- sions, and taxes and duties. These amounts are not material. Certain of our revenue-producing transactions are subject to taxes assessed by governmental authorities, such as sales tax. We present these taxes on a net basis. creDit risK We routinely grant credit to many of our customers for transpor- tation and business services without collateral. The risk of credit loss in our trade receivables is substantially mitigated by our credit evaluation process, short collection terms and sales to a large number of customers, as well as the low revenue per trans- action for most of our services. Allowances for potential credit losses are determined based on historical experience and current evaluation of 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 pro- motion expenses were $406 million in 2007, $376 million in 2006 and $326 million in 2005. cash eQuivalents Cash in excess of current operating requirements is invested in short-term, interest-bearing instruments with maturities of three months or less at the date of purchase and is stated at cost, which approximates market value. spare parts, supplies anD fuel Spare parts (principally aircraft related) are reported at weighted- average cost. Supplies and fuel are reported at standard cost, which approximates actual cost on a first-in, first-out basis. Allowances for obsolescence are provided for spare parts expected to be on hand at the date the aircraft are retired from service 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. prOpertY anD eQuipment Expenditures for major additions, improvements, flight equip- ment modifications and certain equipment overhaul costs are capitalized when such costs are determined to extend the use- ful life of the asset or are part of the cost of acquiring the asset. Maintenance and repairs are charged to expense as incurred, except for certain aircraft-related major maintenance costs on one of our aircraft fleet types, which are capitalized as incurred and amortized over the estimated remaining useful lives of the aircraft. We capitalize certain direct internal and external costs associated with the development of internal use software. Gains 63 FEDEX CORPORATION and losses on sales of property used in operations are classified with depreciation and amortization. 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. For income tax purposes, depreciation is generally computed using accelerated methods. The depreciable lives and net book value of our prop- erty and equipment are as follows (dollars in millions): Net Book Value at May 31, 2006 2007 Range 15 to 25 years Wide-body aircraft and related equipment Narrow-body and feeder aircraft and related equipment 5 to 15 years Package handling and ground support equipment Computer and electronic equipment Vehicles Facilities and other 2 to 10 years 3 to 15 years 2 to 40 years 2 to 30 years $ 5,391 $ 4,669 352 369 1,420 1,255 1,021 957 3,495 928 743 2,806 Substantially all property and equipment have no material resid- ual values. The majority of aircraft costs are depreciated on a straight-line basis over 15 to 18 years. We periodically evaluate the estimated service lives and residual values used to depre- ciate our property and equipment. This evaluation may result in changes in the estimated lives and residual values. Such changes did not materially affect depreciation expense in any period presented. Depreciation expense, excluding gains and losses on sales of property and equipment used in operations, was $1.7 billion in 2007, $1.5 billion in 2006 and $1.4 billion in 2005. 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, construction of certain facilities and development of certain software up to the date the asset is ready for its intended use is capitalized and included in the cost of the asset if the asset is actively under construction. Capitalized interest was $34 million in 2007, $33 million in 2006 and $22 million in 2005. impairment Of lOng-liveD assets Long-lived assets are reviewed for impairment when circum- stances indicate the carrying value of an asset may not be recoverable. For assets that are to be held and used, an impair- ment is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than their car- rying 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 esti- mated net realizable value. We operate integrated transportation networks, and accordingly, cash flows cannot be associated with an individual asset for our analysis of impairment. 64 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. Goodwill is reviewed at least annually for impairment by comparing the fair value of each reporting unit with its carrying value (including attributable goodwill). Fair value is determined using a discounted cash flow methodology and includes management’s assumptions on revenue growth rates, operating margins, discount rates and expected capital expendi- tures. Unless circumstances otherwise dictate, we perform our annual impairment testing in the fourth quarter. intangiBle assets Amortizable intangible assets include customer relationships, technology assets and contract-based intangibles acquired in business combinations. Amortizable intangible assets are amortized over periods ranging from 2 to 15 years, either on a straight-line basis or an accelerated basis depending upon the pattern in which the economic benefits are realized. Our only non-amortizing intangible asset is the Kinko’s trade name. Non-amortizing intangibles are reviewed at least annually for impairment. Unless circumstances otherwise dictate, we perform our annual impairment testing in the fourth quarter. pensiOn anD pOstretirement healthcare plans On May 31, 2007, we adopted Statement of Financial Accounting Standards (“SFAS”) 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” which amended several other Financial Accounting Standards Board (“FASB”) Statements. SFAS 158 requires recognition in the balance sheet of the funded status of defined benefit pension and other post- retirement benefit plans, and the recognition in accumulated other comprehensive income (“AOCI”) of unrecognized gains or losses and prior service costs or credits existing at the time of adoption. Additionally, SFAS 158 requires the measurement date for plan assets and liabilities to coincide with the sponsor’s year-end. We currently use a February 28 measurement date for our plans; therefore, this standard will require us to change our measurement date to May 31 (beginning in 2009). The impact of adopting the measurement date provision on our financial statements will depend on the funded status of the plans at the date of adoption. The adoption of SFAS 158 resulted in a $982 million charge to shareholders’ equity at May 31, 2007 through AOCI. Under SFAS 158, we were required to write off our prepaid pension asset of $1.4 billion and increase our pension and other postretire- ment benefit liabilities by $120 million. These adjustments, net of deferred taxes of $582 million, were required to recognize the unfunded projected benefit obligation in our balance sheet. SFAS 158 has no impact on the determination of expense for our pen- sion and other postretirement benefit plans. In February 2007, we announced changes to modernize certain of our retirement programs over the next two fiscal years. Effective May 31, 2008, all benefits previously accrued under our primary pension plans using a traditional pension benefit formula will be capped for most employees, and those benefits will be payable beginning at retirement. Beginning June 1, 2008, future pension NOTES TO CONSOLIDATED FINANCIAL STATEMENTS benefits for most employees will be accrued under a cash bal- ance formula we call the Portable Pension Account (as described in Note 12). These retirement plan changes were contemplated in our February 28, 2007 actuarial measurement. These changes will not affect the benefits of current retirees. Currently, our defined benefit plans are measured using actuarial techniques that reflect management’s assumptions for discount rate, rate of return, salary increases, expected retirement, mor- tality, 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 effec- tively 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 generally match our expected benefit payments. A cal- culated-value method is employed for purposes of determining the expected return on the plan asset component of net periodic pension cost for our qualified U.S. pension plans. Generally, we do not fund defined benefit plans when such funding provides no current tax deduction or when such funding would be deemed current compensation to plan participants. incOme taxes Deferred income taxes are provided for the tax effect of tempo- rary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. The liabil- ity 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 have not recognized deferred taxes for U.S. federal income taxes on foreign subsidiaries’ earnings that are deemed to be permanently reinvested and such taxes associated with these earnings are not material. Pretax earnings of foreign operations were approximately $648 million in 2007, $606 million in 2006 and $636 million in 2005, which represent only a portion of total results associated with international shipments. self-insurance accruals We are primarily self-insured for workers’ compensation claims, vehicle accidents and general liabilities, benefits paid under employee healthcare programs and long-term disability benefits. Accruals are primarily based on the actuarially estimated, undis- counted cost of claims, which includes incurred-but-not-reported claims. Current workers’ compensation claims, vehicle and gen- eral liability, employee healthcare claims and long-term disability are included in accrued expenses. We self-insure up to certain limits that vary by operating company and type of risk. Periodically, we evaluate the level of insurance coverage and adjust insurance levels based on risk tolerance and premium expense. leases We lease certain aircraft, facilities, equipment and vehicles under capital and operating leases. The commencement date of all leases is the earlier of the date we become legally obligated to make rent payments or the date we may exercise control over the use of the property. In addition to minimum rental payments, certain leases provide for contingent rentals based on equipment usage principally related to aircraft leases at FedEx Express and copier usage at FedEx Kinko’s. Rent expense associated with contingent rentals is recorded as incurred. Certain of our leases contain fluctuating or escalating payments and rent holiday peri- ods. 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 “Intangible and other assets” in the accompa- nying consolidated balance sheets. The cumulative excess of rent expense over rent payments is accounted for as a deferred lease obligation. Leasehold improvements associated with assets utilized under capital or operating leases are amortized over the shorter of the asset’s useful life or the lease term. DeferreD gains Gains on the sale and leaseback of aircraft and other property and equipment are deferred and amortized ratably over the life of the lease as a reduction of rent expense. Substantially all of these deferred gains are related to aircraft transactions. 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 compo- nent of accumulated other comprehensive loss within common stockholders’ investment. Transaction gains and losses that arise from exchange rate fluctuations on transactions denomi- nated in a currency other than the local currency are included in the caption “Other, net” in the accompanying consolidated statements of income. Cumulative net foreign currency transla- tion gains in accumulated other comprehensive loss were $69 million at May 31, 2007, $43 million at May 31, 2006 and $14 million at May 31, 2005. airline staBilizatiOn act charge In 2005, the United States Department of Transportation (“DOT”) issued a final order in its administrative review of the FedEx Express claim for compensation under the Air Transportation Safety and System Stabilization Act. We recorded a charge of $48 million in 2005, representing the repayment of $29 million that we had previously received and the write-off of a $19 million receiv- able that we concluded was no longer collectible. emplOYees unDer cOllective Bargaining arrangements The pilots of FedEx Express, which represent a small number of our total employees, are employed under a collective bargaining agreement. In October 2006, the pilots ratified a new four-year labor contract that included signing bonuses and other upfront compensation of approximately $143 million, as well as pay increases and other benefit enhancements. These costs were partially mitigated by reductions in variable incentive compensa- tion. The effect of this new agreement on second quarter 2007 net income was approximately $78 million after tax, or $0.25 per diluted share. stOcK-BaseD cOmpensatiOn On June 1, 2006, we adopted the provisions of SFAS 123R, “Share- Based Payment,” which requires recognition of compensation expense for stock-based awards using a fair value method. 65 FEDEX CORPORATION SFAS 123R is a revision of SFAS 123, “Accounting for Stock- Based Compensation,” and supersedes Accounting Principles Board Opinion No. (“APB”) 25, “Accounting for Stock Issued to Employees.” Prior to the adoption of SFAS 123R, we applied APB 25 and its related interpretations to measure compensa- tion expense for stock-based compensation plans. As a result, no compensation expense was recorded for stock options, as the exercise price was equal to the market price of our common stock at the date of grant. 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; obsolescence of spare parts; contingent liabilities; and impairment assessments on long-lived assets (including goodwill and indefinite lived intangible assets). Note 2: Recent Accounting Pronouncements New accounting rules and disclosure requirements can signifi- cantly impact the comparability of our financial statements. We believe the following new accounting pronouncements, which were issued or became effective for us during 2007, are relevant to the readers of our financial statements. In July 2006, the FASB issued FASB Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes.” This interpretation establishes new standards for the financial statement recogni- tion, measurement and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The new rules will be effective for FedEx in the first quarter of 2008. The adoption of this interpretation will not have a material effect on our financial statements. In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” which eliminates the diversity in practice surrounding the quan- tification and evaluation of financial statement errors. The guidance outlined in SAB 108 was effective for FedEx in the fourth quarter of 2007 and is consistent with our historical practices for assessing such matters when circumstances have required such an evaluation. We adopted SFAS 123R using the modified prospective method, which resulted in prospective recognition of compensation expense for all outstanding unvested share-based payments based on the fair value on the original grant date. Under this method of adoption, our financial statement amounts for the prior period presented have not been restated. Our total share-based compensation expense was $103 million in 2007, $37 million in 2006 and $32 million in 2005. The impact of adopting SFAS 123R for the year ended May 31, 2007 was approxi- mately $71 million ($52 million, net of tax), or $0.17 per basic and diluted share. Stock option compensation expense, pro forma net income and basic and diluted earnings per common share, if determined under SFAS 123 at fair value using the Black-Scholes method, would have been as follows (in millions, except for per share amounts) for the years ended May 31: Net income, as reported Add: Stock option compensation 2006 $ 1,806 2005 $ 1,449 included in reported net income, net of tax 5 4 Deduct: Total stock option compensation expense determined under fair value based method for all awards, net of tax benefit Pro forma net income Earnings per common share: Basic – as reported Basic – pro forma Diluted – as reported Diluted – pro forma 46 $ 1,765 $ 5.94 $ 5.81 $ 5.83 $ 5.70 40 $ 1,413 $ 4.81 $ 4.69 $ 4.72 $ 4.60 DiviDenDs DeclareD per cOmmOn share On May 25, 2007, our Board of Directors declared a dividend of $0.10 per share of common stock. The dividend was paid on July 2, 2007 to stockholders of record as of the close of business on June 11, 2007. Each quarterly dividend payment is subject to review and approval by our Board of Directors, and we evaluate our dividend payment amount on an annual basis at the end of each fiscal year. 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 rev- enues 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 66 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 3: Business Combinations On September 3, 2006, we acquired the assets and assumed certain obligations of the LTL operations of Watkins Motor Lines (“Watkins”), a privately held company, and certain affiliates for $787 million in cash. Watkins, a leading provider of long-haul LTL services, was renamed FedEx National LTL and meaningfully extends our leadership position in the heavyweight LTL freight sector. The financial results of FedEx National LTL are included in the FedEx Freight segment from the date of acquisition. On December 16, 2006, we acquired all of the outstanding capital stock of ANC Holdings Ltd. (“ANC”), a United Kingdom domestic express transportation company, for $241 million, predominantly in cash. This acquisition allows FedEx Express to better serve the United Kingdom domestic market, which we previously served primarily through independent agents. On March 1, 2007, FedEx Express acquired Tianjin Datian W. Group Co., Ltd.’s (“DTW Group”) 50% share of the FedEx-DTW International Priority express joint venture and assets relating to DTW Group’s domestic express network in China for $427 million in cash. This acquisition converts our joint venture with DTW Group into a wholly owned subsidiary and increases our presence in China in the international and domestic express busi- nesses. Prior to the fourth quarter of 2007, we accounted for our investment in the joint venture under the equity method. The financial results of the ANC and DTW Group acquisitions, as well as other immaterial business acquisitions during 2007, are included in the FedEx Express segment from the date of acquisition. These acquisitions were not material to our results of operations or financial condition. The portion of the purchase price allocated to goodwill and other identified intangible assets for the FedEx National LTL, ANC and DTW Group acquisitions will generally be deductible for U.S. tax purposes over 15 years. Pro forma results of these acquisitions, individually or in the aggregate, would not differ materially from reported results in any of the periods presented. Our accompanying consolidated balance sheet reflects the following preliminary allocations of the purchase price for the FedEx National LTL, ANC and DTW Group acquisitions (in millions): FedEx National LTL ANC DTW Group Current assets Property and equipment Intangible assets Goodwill Other assets Current liabilities Long-term liabilities Total purchase price $ 121 525 77 121 3 (60) – $ 787 $ 68 20 49 168 2 (56) (10) $ 241 $ 54 16 17 348 10 (18) – $ 427 While the purchase price allocations are substantially complete and we do not expect any material adjustments, we may make adjustments to the purchase price allocations as refinements to estimates are deemed necessary. Our ANC and DTW Group acquisitions included the impact of foreign currency fluctua- tions from the execution of the purchase agreement to the actual closing date. The impact of these foreign currency fluctuations was immaterial to these transactions. The intangible assets acquired in the FedEx National LTL and ANC acquisitions consist primarily of customer-related intangible assets, which will be amortized on an accelerated basis over their average estimated useful lives of seven years for FedEx National LTL and up to 12 years for ANC, with the majority of the amortization recognized during the first four years. The intan- gible assets acquired in the DTW Group acquisition relate to the reacquired rights for the use of certain FedEx technology and service marks. These intangible assets will be amortized over their estimated useful lives of approximately two years. We paid the purchase price for these acquisitions from available cash balances, which included the net proceeds from our $1 bil- lion senior unsecured debt offering completed during 2007. See Note 6 for further discussion of this debt offering. On September 12, 2004, we acquired the assets and assumed certain liabilities of FedEx SmartPost (formerly known as Parcel Direct), a division of a privately held company, for $122 million in cash. FedEx SmartPost is a leading small-parcel consolidator and broadens our portfolio of services by allowing us to offer a cost-effective option for delivering low-weight, less time- sensitive packages to U.S. residences through the U.S. Postal Service. The financial results of FedEx SmartPost are included in the FedEx Ground segment from the date of its acquisition and are not material to reported or pro forma results of operations of any period. The purchase price was allocated as follows (in millions): Current assets, primarily accounts receivable Property and equipment Intangible assets Goodwill Current liabilities Total purchase price $ 10 91 10 20 (9) $ 122 The excess cost over the estimated fair value of the assets acquired and liabilities assumed (approximately $20 million) has been recorded as goodwill, which is entirely attributed to FedEx Ground. 67 FEDEX CORPORATION Note 4: Goodwill and Intangibles The FedEx National LTL, ANC and DTW Group acquisitions, as well as other immaterial business acquisitions during 2007, contributed approximately $670 million in goodwill for the year ended May 31, 2007. The carrying amount of goodwill attributable to each reportable operating segment and changes therein follows (in millions): FedEx Express segment FedEx Ground segment FedEx Freight segment FedEx Kinko’s segment May 31, 2005 $ 528 90 666 1,551 $ 2,835 Purchase Adjustments and Other May 31, 2006 Goodwill Acquired Purchase Adjustments and Other $ 2 – (10) (2) $ (10) $ 530 90 656 1,549 $ 2,825 $ 549 – 121 – $ 670 $ 9 – – (7) $ 2 May 31, 2007 $ 1,088 90 777 1,542 $ 3,497 The FedEx National LTL, ANC and DTW Group acquisitions, as well as other immaterial business acquisitions during 2007, contributed approximately $147 million in intangible assets for the year ended May 31, 2007. The components of our intangible assets were as follows (in millions): Gross Carrying Amount May 31, 2007 Accumulated Amortization Net Book Value Gross Carrying Amount May 31, 2006 Accumulated Amortization Net Book Value Amortizable intangible assets Customer relationships Contract related Technology related and other Total Non-amortizing intangible asset Kinko’s trade name $ 206 79 74 $ 359 $ 567 $ (58) (62) (39) $ (159) $ 148 17 35 $ 200 $ – $ 567 $ 77 79 54 $ 210 $ 567 $ (29) (57) (30) $ (116) $ – $ 48 22 24 $ 94 $ 567 Note 5: Selected Current Liabilities The components of selected current liability captions were as follows (in millions): Accrued Salaries and Employee Benefits Salaries Employee benefits Compensated absences Accrued Expenses Self-insurance accruals Taxes other than income taxes Other May 31, 2007 2006 $ 283 599 472 $ 1,354 $ 548 310 561 $ 1,419 $ 236 655 434 $ 1,325 $ 523 305 562 $ 1,390 The recoverability of the amounts recorded for FedEx Kinko’s goodwill and trade name is dependent on execution of key initia- tives related to revenue growth, network expansion and improved profitability. Amortization expense for intangible assets was $42 million in 2007, $25 million in 2006 and $26 million in 2005. Estimated amorti- zation expense for the next five years is as follows (in millions): $55 47 35 22 12 2008 2009 2010 2011 2012 68 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 6: Long-Term Debt and Other Financing Arrangements The components of long-term debt (net of discounts) were as follows (in millions): May 31, 2007 2006 Senior unsecured debt Interest rate of 7.80%, due in 2007 Interest rate of 2.65%, due in 2007 Interest rate of three-month LIBOR plus 0.08% (5.44% at May 31, 2007) due in 2008 Interest rate of 3.50%, due in 2009 Interest rate of 5.50%, due in 2010 Interest rate of 7.25%, due in 2011 Interest rate of 9.65%, due in 2013 Interest rate of 7.60%, due in 2098 Other notes, due in 2007 Capital lease obligations Other debt, interest rates of 3.89% to 9.98% due through 2009 Less current portion $ – – 500 500 499 249 300 239 – 2,287 308 51 2,646 639 $ 2,007 $ 200 500 – 500 – 249 300 239 18 2,006 310 126 2,442 850 $ 1,592 Scheduled annual principal maturities of debt, exclusive of capi- tal leases, for the five years subsequent to May 31, 2007, are as follows (in millions): 2008 2009 2010 2011 2012 $521 530 500 250 – On August 2, 2006, we filed an updated shelf registration state- ment with the SEC. The new registration statement does not limit the amount of any future offering. By using this shelf registration statement, we may sell, in one or more future offerings, any com- bination of our unsecured debt securities and common stock. On August 8, 2006, under the new shelf registration statement, we issued $1 billion of senior unsecured debt, comprised of floating- rate notes totaling $500 million due in August 2007 and fixed-rate notes totaling $500 million due in August 2009. The net proceeds were used for working capital and general corporate purposes, including the funding of acquisitions (see Note 3). From time to time, we finance certain operating and investing activities, including acquisitions, through borrowings under our $1.0 billion revolving credit facility or the issuance of com- mercial paper. The revolving credit agreement contains certain covenants and restrictions, none of which are expected to sig- nificantly affect our operations or ability to pay dividends. Our commercial paper program is backed by unused commitments under the revolving credit facility and borrowings under the pro- gram reduce the amount available under the credit facility. At May 31, 2007, no commercial paper borrowings were outstanding and the entire amount under the credit facility was available. Long-term debt, exclusive of capital leases, had carrying values of $2.3 billion compared with an estimated fair value of approxi- mately $2.4 billion at May 31, 2007, and $2.1 billion compared with an estimated fair value of $2.2 billion at May 31, 2006. The estimated fair values were determined based on quoted market prices or on the current rates offered for debt with similar terms and maturities. Our other debt at May 31, 2006 included $118 million related to leases for two MD-11 aircraft that were consolidated under the provisions of FIN 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.” These assets were held by a sepa- rate entity, which was established to lease these aircraft to FedEx Express, and was owned by independent third parties who provide financing through debt and equity participation. FedEx Express purchased these aircraft in March 2007, extinguishing this debt. We issue other financial instruments in the normal course of business to support our operations. Letters of credit at May 31, 2007 were $694 million. The amount unused under our letter of credit facility totaled approximately $30 million at May 31, 2007. This facility expires in July of 2010. These instruments are gen- erally required under certain U.S. self-insurance programs and are used in the normal course of international operations. The underlying liabilities insured by these instruments are reflected in the balance sheets, where applicable. Therefore, no additional liability is reflected for the letters of credit. Our capital lease obligations include leases for aircraft and facilities. Our facility leases include leases that guarantee the repayment of certain special facility revenue bonds that have been issued by municipalities primarily to finance the acquisi- tion and construction of various airport facilities and equipment. These bonds require interest payments at least annually, with principal payments due at the end of the related lease agreement. Note 7: Leases We utilize certain aircraft, land, facilities and equipment under capital and operating leases that expire at various dates through 2039. We leased approximately 15% of our total air- craft fleet under capital or operating leases as of May 31, 2007. In addition, supplemental aircraft are leased by us under agreements that generally provide for cancellation upon 30 days’ notice. Our leased facilities include national, regional and metropolitan sorting facilities, retail facilities and administra- tive buildings. 69 FEDEX CORPORATION The components of property and equipment recorded under capi- tal leases were as follows (in millions): May 31, Aircraft Package handling and ground support equipment Vehicles Other, principally facilities Less accumulated amortization 2007 $ 115 165 20 151 451 306 $ 145 2006 $ 114 167 34 166 481 331 $ 150 Rent expense under operating leases was as follows (in millions): Minimum rentals Contingent rentals (1) For years ended May 31, 2007 2006 $ 1,916 241 $ 2,157 $ 1,919 245 $ 2,164 2005 $ 1,793 235 $ 2,028 (1) Contingent rentals are based on equipment usage. A summary of future minimum lease payments under capital leases at May 31, 2007 is as follows (in millions): 2008 2009 2010 2011 2012 Thereafter Less amount representing interest Present value of net minimum lease payments $103 13 97 8 8 137 366 58 $308 A summary of future minimum lease payments under non-cancel- able operating leases with an initial or remaining term in excess of one year at May 31, 2007 is as follows (in millions): 2008 2009 2010 2011 2012 Thereafter Aircraft and Related Facilities and Other Equipment $ 602 555 544 526 504 3,430 $ 6,161 $ 1,078 926 753 617 506 3,322 $ 7,202 Total $ 1,680 1,481 1,297 1,143 1,010 6,752 $ 13,363 The weighted-average remaining lease term of all operating leases outstanding at May 31, 2007 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. FedEx Express makes payments under certain leveraged operating leases that are sufficient to pay principal and interest on certain pass-through certificates. The pass-through certificates are not direct obligations of, or guaranteed by, FedEx or FedEx Express. 70 Our results for 2006 included a noncash charge of $79 million ($49 million after tax or $0.16 per diluted share) to adjust the account- ing for certain facility leases, predominantly at FedEx Express. This charge, which included the impact on prior years, related primarily to rent escalations in on-airport facility leases that were not being recognized appropriately. Note 8: Preferred Stock Our Certificate of Incorporation authorizes the Board of Directors, at its discretion, to issue up to 4,000,000 shares of preferred stock. The stock is issuable in series, which may vary as to certain rights and preferences, and has no par value. As of May 31, 2007, none of these shares had been issued. Note 9: Stock-Based Compensation We have two types of equity-based compensation: stock options and restricted stock. stOcK OptiOns Under the provisions of our incentive stock plans, key employees and non-employee directors may be granted options to purchase shares of common stock at a price not less than its fair market value at the date of grant. Options granted have a maximum term of 10 years. Vesting requirements are determined at the discretion of the Compensation Committee of our Board of Directors. Option- vesting periods range from one to four years, with approximately 90% of options granted vesting ratably over four years. restricteD stOcK Under the terms of our incentive stock plans, restricted shares of common stock are awarded to key employees. All restrictions on the shares expire ratably over a four-year period. Shares are valued at the market price at the date of award. Compensation related to these awards is recognized as expense over the explicit service period. For unvested stock options granted prior to June 1, 2006 and all restricted stock awards, the terms of these awards provide for continued vesting subsequent to the employee’s retirement. Compensation expense associated with these awards is recog- nized on a straight-line basis over the shorter of the remaining service or vesting period. This postretirement vesting provision was removed from all stock option awards granted subsequent to May 31, 2006. valuatiOn anD assumptiOns We use the Black-Scholes option pricing model to calculate the fair value of stock options. The value of restricted stock awards is based on the stock price of the award on the grant date. We recognize stock-based compensation expense on a straight- line basis over the requisite service period of the award in the “Salaries and employee benefits” caption in the accompanying consolidated statements of income. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The key assumptions for the Black-Scholes valuation method include the expected life of the option, stock price volatility, risk-free interest rate, dividend yield and exercise price. Many of these assumptions are judgmental and highly sensitive. The following table describes each assumption, as well as the results of increases in the various assumptions: Assumption Expected life of the option – This is the period of time over which the options granted are expected to remain outstanding. Generally, options granted have a maximum term of 10 years. We examine actual stock option exercises to determine the expected life of the options. Expected volatility – Actual changes in the market value of our stock are used to calculate the volatility assumption. We calculate daily market value changes from the date of grant over a past period equal to the expected life of the options to determine volatility. Risk-free interest rate – This is the U.S. Treasury Strip rate posted at the date of grant having a term equal to the expected life of the option. Expected dividend yield – This is the annual rate of dividends per share over the exercise price of the option. Change in Assumption Increase Impact on Fair Value of Option Increase Increase Increase Increase Increase Increase Decrease Following is a table of the key weighted-average assumptions used in the valuation calculations for the options granted during the years ended May 31: Expected lives Expected volatility Risk-free interest rate Dividend yield 2007 5 years 22% 4.879% 0.3023% 2006 5 years 25% 3.794% 0.3229% 2005 4 years 27% 3.559% 0.3215% The weighted-average Black-Scholes value of our stock option grants using the assumptions indicated above was $31.60 per option in 2007, $25.78 per option in 2006 and $20.37 per option in 2005. The intrinsic value of options exercised was $145 million in 2007, $191 million in 2006 and $126 million in 2005. The following table summarizes information about stock option activity for the year ended May 31, 2007: Outstanding at June 1, 2006 Granted Exercised Forfeited Outstanding at May 31, 2007 Exercisable Expected to Vest Stock Options Shares 17,099,526 2,094,873 (2,333,845) (270,153) 16,590,401 10,418,072 5,678,543 Weighted- Average Exercise Price $ 60.82 110.25 49.55 89.12 $ 68.22 $ 54.75 $ 90.97 Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in millions) 5.9 years 4.6 years 8.0 years $ 696 $ 577 $ 109 The following table summarizes information about vested and unvested restricted stock for the year ended May 31, 2007: Unvested at June 1, 2006 Granted Vested Forfeited Unvested at May 31, 2007 Restricted Stock Weighted- Average Grant Date Fair Value $ 76.97 109.90 69.92 88.69 $ 92.37 Shares 583,106 175,005 (260,821) (15,943) 481,347 71 FEDEX CORPORATION During the year ended May 31, 2006, there were 233,939 shares of restricted stock granted with a weighted-average fair value of $90.12. During the year ended May 31, 2005, there were 218,273 shares of restricted stock granted with a weighted-average fair value of $80.24. The following table summarizes information about stock option vesting during the years ended May 31: 2005 2006 2007 Stock Options Vested during the year Fair value (in millions) 3,498,853 3,366,273 3,147,642 $56 59 65 As of May 31, 2007, there was $129 million of total unrecog- nized compensation cost, net of estimated forfeitures, related to unvested share-based compensation arrangements. This com- pensation expense is expected to be recognized on a straight-line basis over the remaining weighted-average vesting period of approximately two years. At May 31, 2007, there were 7,088,052 shares authorized and available for future grants under our incentive stock plans. The options granted during the year ended May 31, 2007 are primarily related to our principal annual stock option grant in June 2006. Total shares outstanding or available for grant related to equity compensation at May 31, 2007 represented 7.3% of the total out- standing common and equity compensation shares and equity compensation shares available for grant. Note 10: Computation of Earnings Per Share The calculation of basic and diluted earnings per common share for the years ended May 31 was as follows (in millions, except per share amounts): Net income Weighted-average shares of common stock outstanding Common equivalent shares: Assumed exercise of outstanding 2007 2006 2005 $ 2,016 $ 1,806 $ 1,449 307 304 301 dilutive options 18 19 18 Note 11: Income Taxes The components of the provision for income taxes for the years ended May 31 were as follows (in millions): 2007 2006 2005 Current provision Domestic: Federal State and local Foreign Deferred provision (benefit) Domestic: Federal State and local Foreign $ 829 72 174 1,075 90 27 7 124 $ 1,199 $ 719 79 132 930 151 13 (1) 163 $ 1,093 $ 634 65 103 802 67 (4) (1) 62 $ 864 A reconciliation of the statutory federal income tax rate to the effective income tax rate for the years ended May 31 was as follows: Statutory U.S. income tax rate Increase resulting from: State and local income taxes, net of federal benefit Other, net Effective tax rate 2007 2006 2005 35.0% 35.0% 35.0% 2.0 0.3 37.3% 2.1 0.6 37.7% 1.7 0.7 37.4% Our 2007 tax rate of 37.3% was favorably impacted by the con- clusion of various state and federal tax audits and appeals. The 2007 rate reduction was partially offset by tax charges incurred as a result of a reorganization in Asia associated with our acquisi- tion in China, as described in Note 3. The 37.4% effective tax rate in 2005 was favorably impacted by the reduction of a valuation allowance on foreign tax credits arising from certain of our inter- national operations as a result of the passage of the American Jobs Creation Act of 2004 and by a lower effective state tax rate. The significant components of deferred tax assets and liabilities as of May 31 were as follows (in millions): 2007 2006 Less shares repurchased from proceeds of assumed exercise of options Weighted-average common and common equivalent 311 shares outstanding Basic earnings per common share $ 6.57 Diluted earnings per common share $ 6.48 (14) (13) (12) 310 $ 5.94 $ 5.83 307 $ 4.81 $ 4.72 Property, equipment, leases and intangibles Employee benefits Self-insurance accruals Other Net operating loss/credit carryforwards Valuation allowance We have excluded from the calculation of diluted earnings per share approximately 368,185 antidilutive options for the year ended May 31, 2007, as the exercise price of each of these options was greater than the average market price of our com- mon stock for the period. 72 Deferred Deferred Tax Assets Tax Liabilities Tax Assets Tax Liabilities Deferred Deferred $ 328 406 350 346 61 (49) $ 1,442 $ 1,655 53 – 95 – – $ 1,803 $ 329 413 339 360 64 (48) $ 1,457 $ 1,559 648 – 78 – – $ 2,285 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The net deferred tax liabilities as of May 31 have been classified in the balance sheets as follows (in millions): Current deferred tax asset Noncurrent deferred tax liability (1) 2007 $ 536 (897) $ (361) 2006 $ 539 (1,367) $ (828) (1) The significant reduction in the noncurrent deferred tax liability in 2007 was primarily related to the impact of our adoption of SFAS 158 discussed in Note 12. The valuation allowance primarily represents amounts reserved for operating loss and tax credit carryforwards, which expire over varying periods starting in 2008. As a result of this and other fac- tors, we believe that a substantial portion of these deferred tax assets may not be realized. Note 12: Retirement Plans We sponsor programs that provide retirement benefits to most of our employees. These programs include defined benefit pension plans, defined contribution plans and retiree healthcare plans. The accounting for pension and healthcare plans includes numerous assumptions, such as: discount rates; expected long-term invest- ment returns on plan assets; future salary increases; employee turnover; mortality; and retirement ages. These assumptions most significantly impact our U.S. domestic pension plan. In February 2007, we announced changes to modernize certain of our retirement programs over the next two fiscal years. Effective January 1, 2008, we will increase the annual company matching contribution under the largest of our 401(k) plans covering most employees from $500 to a maximum of 3.5% of eligible compensa- tion. Employees not participating in the 401(k) plan as of January 1, 2008 will be automatically enrolled at 3% of eligible pay with a company match of 2% of eligible pay. Effective May 31, 2008, ben- efits previously accrued under our primary pension plans using a traditional pension benefit formula will be capped for most employ- ees, and those benefits will be payable beginning at retirement. Beginning June 1, 2008, future pension benefits for most employ- ees will be accrued under a cash balance formula we call the Portable Pension Account. These retirement plan changes were contemplated in our February 28, 2007 actuarial measurement. These changes will not affect the benefits of current retirees. In addition, these pension plans will be modified to accelerate vest- ing from five years to three years effective June 1, 2008. A summary of our retirement plans costs over the past three years is as follows (in millions): U.S. domestic pension plans International pension and defined contribution plans U.S. domestic defined contribution plans Retiree healthcare plans 2007 $ 442 2006 $ 400 49 45 152 55 $ 698 147 73 $ 665 2005 $ 337 41 136 68 $ 582 pensiOn plans The largest pension plan covers certain U.S. employees age 21 and over, with at least one year of service. Eligible employees as of May 31, 2003 were given the opportunity to make a one- time election to accrue future pension benefits under either the Portable Pension Account, or a traditional pension benefit for- mula. Benefits provided under the traditional formula are based on average earnings and years of service. Under the Portable Pension Account, the retirement benefit is expressed as a dol- lar 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. Eligible employees hired after May 31, 2003 accrue benefits exclusively under the Portable Pension Account. We also sponsor or participate in nonqualified benefit plans covering certain of our U.S. employee groups and other pension plans covering certain of our international employees. The international defined benefit pension plans provide bene- fits primarily based on final earnings and years of service and are funded in accordance with local practice. Where plans are funded, they are in compliance with local laws. DefineD cOntriButiOn plans Defined contribution plans are in place covering a majority of U.S. employees and certain international employees. Expense under these plans was $176 million in 2007, $167 million in 2006 and $153 million in 2005. pOstretirement healthcare plans Certain of our subsidiaries offer medical, dental and vision cov- erage to eligible U.S. retirees and their eligible dependents. U.S. employees covered by the principal plan become eligible for these benefits at age 55 and older, if they have permanent, continuous service of at least 10 years after attainment of age 45 if hired prior to January 1, 1988, or at least 20 years after attain- ment 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. new accOunting prOnOuncement As discussed in Note 1, we adopted the recognition and disclo- sure provisions of SFAS 158 on May 31, 2007. The adoption of SFAS 158 requires recognition in the balance sheet of the funded status of defined benefit pension and other postretirement ben- efit plans, and the recognition in AOCI of unrecognized gains or losses, prior service costs or credits and transition assets or obligations existing at the time of adoption. The funded status is measured as the difference between the fair value of the plan’s assets and the projected benefit obligation (“PBO”) of the plan. Additionally, SFAS 158 requires the measurement date for plan assets and liabilities to coincide with the sponsor’s year-end. We currently use a February 28 measurement date for our plans; therefore, this standard will require us to change our measure- ment date to May 31. The requirement to measure plan assets and benefit obligations as of our fiscal year-end is effective for FedEx no later than 2009. 73 FEDEX CORPORATION As discussed in Note 1, upon adoption of SFAS 158, we recog- nized assets of $1 million for our overfunded plans and liabilities of $1.2 billion for our underfunded plans in our balance sheet at May 31, 2007. In addition, we eliminated the minimum pension liability balance of $191 million and intangible assets of $3 million related to our plans that had been recorded prior to adoption. The adoption of SFAS 158 did not affect our operating results in the current period and will not have any effect on operating results in future periods. We have presented below the incremental effects of adopt- ing SFAS 158 to our balance sheet for the individual line items impacted from this adoption, as of May 31, 2007 (in millions). Prepaid pension cost Intangible and other assets Accrued salaries and employee benefits Minimum pension liability Pension, postretirement healthcare and other benefit obligations Deferred income taxes Accumulated other comprehensive loss Prior to Adopting SFAS 158 $ 1,442 1,240 Effect of Adopting SFAS 158 As Reported Under SFAS 158 $ (1,442) (2) $ – 1,238 1,300 191 907 1,479 54 (191) 257 (582) 1,354 – 1,164 897 (48) (982) (1,030) pensiOn plan assumptiOns Our pension cost is materially affected by the discount rate used to measure pension obligations, the level of plan assets avail- able to fund those obligations and the expected long-term rate of return on plan assets. We currently use a measurement date of February 28 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 measure- ment date impact these assumptions from year to year and it is reasonably possible that material changes in pension cost may be experienced in the future. Additional information about our pension plan can be found in the Critical Accounting Estimates section of Management’s Discussion and Analysis. Actuarial gains or losses are generated for changes in assump- tions 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. Substantially all plan assets are actively managed. The invest- ment strategy for pension plan assets is to utilize a diversified mix of global public and private equity portfolios, together with public and private fixed income portfolios, to earn a long-term investment return that meets our pension plan obligations. Active management strategies are utilized within the plan in an effort to realize investment returns in excess of market indices. The weighted-average asset allocations for our primary pension plan at February 28 were as follows: Domestic equities International equities Private equities Total equities Long duration fixed income securities Other fixed income securities 2007 2006 Actual Target Actual Target 52% 21 3 76 53% 17 5 75 54% 20 3 77 53% 17 5 75 15 9 100% 15 10 100% 14 9 100% 15 10 100% Establishing the expected future rate of investment return on our pension assets is a judgmental matter. Management considers the following factors in determining this assumption: • the duration of our pension plan liabilities, which drives the invest- ment strategy we can employ with our pension plan assets; • the types of investment classes in which we invest our pen- sion plan assets and the expected compound return we can reasonably expect those investment classes to earn over the next 10- to 15-year time period (or such other time period that may be appropriate); and • the investment returns we can reasonably expect our active investment management program to achieve in excess of the returns we could expect if investments were made strictly in indexed funds. We review the expected long-term rate of return on an annual basis and revise it as appropriate. As part of our strategy to man- age future pension cost and net funded status volatility, we are also in the process of re-evaluating our pension investment strat- egy. Initially, we have decided to move some equity investments out of actively managed funds and into index funds. Also, we are currently evaluating the mix of investments between equities and fixed income securities, the cash flows of which will more closely align with the cash flows of our pension obligations. Based on these considerations, we will reduce our estimated long-term rate of return on plan assets from 9.1% to 8.5% for 2008. We periodically commission asset/liability studies performed by third-party professional investment advisors and actuaries to assist us in our reviews. These studies project our estimated future pension payments and evaluate the efficiency of the allocation of our pension plan assets into various investment categories. These studies also generate probability-adjusted expected future returns on those assets. The studies performed or updated supported the reasonableness of our expected rate of return of 9.1% for 2007, 2006 and 2005. Our actual returns exceeded this assumption in each of the last three years and for the 15-year period ended February 28, 2007. 74 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table provides a reconciliation of the changes in the pension and postretirement healthcare plans’ benefit obligations and fair value of assets over the two-year period ended May 31, 2007 and a statement of the funded status as of May 31, 2007 and 2006 (in millions): Postretirement Healthcare Plans 2006 2007 (1) Accumulated Benefit Obligation (“ABO”) Changes in Projected Benefit Obligation (“PBO”) Projected benefit obligation at the beginning of year Service cost Interest cost Actuarial loss (gain) Benefits paid Amendments Other Projected benefit obligation at the end of year Change in Plan Assets Fair value of plan assets at beginning of year Actual return on plan assets Company contributions Benefits paid Other Fair value of plan assets at end of year Funded Status of the Plans Unrecognized net actuarial loss (gain) Unamortized prior service cost (credit) Unrecognized net transition amount Employer contributions after measurement date Net amount recognized Amount Recognized in the Balance Sheet at May 31: Prepaid benefit cost Noncurrent pension assets Current pension, postretirement healthcare and other benefit obligations Accrued benefit liability Minimum pension liability Noncurrent pension, postretirement healthcare and other benefit obligations Accumulated other comprehensive income Intangible asset Net amount recognized Amounts Recognized in AOCI and not yet reflected in Net Periodic Benefit Cost: Net actuarial loss (gain) Prior service (credit) cost Transition amount Total 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) Prior service credit Transition amount Total 2006 $ 10,090 $ 10,401 473 642 858 (228) 1 6 $ 12,153 $ 8,826 1,034 492 (228) 6 $ 10,130 $ (2,023) 3,026 88 (3) 8 $ 1,096 $ 1,349 – – (253) (122) – 112 (3) 10 $ 1,096 Pension Plans 2007 (1) $ 11,559 $ 12,153 540 707 590 (261) (1,551) 31 $ 12,209 $ 10,130 1,086 524 (261) 27 $ 11,506 $ $ $ (703) – (2) – (2) – (2) 22 (681) – (2) 1 (24) – (2) – (2) (658) – (2) – (2) (681) $ $ 3,324 (1,475) (2) $ 1,847 $ $ 167 (113) (1) 53 $ 475 31 28 9 (40) 5 17 $ 525 $ – – 23 (40) 17 $ – $ (525) – (2) – (2) – (2) 4 $ (521) $ – (2) – (30) – (2) – (2) (491) – (2) – (2) $ (521) $ (97) 2 – $ (95) $ $ (3) – – (3) $ 537 42 32 (109) (39) – 12 $ 475 $ – – 27 (39) 12 $ – $ (475) (110) (3) – 5 $ (583) $ – – – (583) – – – – $ (583) 75 (1) Incorporates the provisions of SFAS 158 adopted on May 31, 2007. (2) Not applicable for 2007 due to adoption of SFAS 158. (3) The minimum pension liability component of Accumulated Other Comprehensive Income for 2006 is shown in the Statement of Changes in Stockholders’ Investment and Comprehensive Income, net of deferred taxes. FEDEX CORPORATION Our pension plans included the following components at May 31, 2007 and 2006 (in millions): 2007 (1) Qualified Nonqualified International Plans Total 2006 Qualified Nonqualified International Plans Total ABO PBO Fair Value of Plan Assets $ 10,926 314 319 $ 11,559 $ 9,591 239 260 $ 10,090 $ 11,487 326 396 $ 12,209 $ 11,569 271 313 $ 12,153 $ 11,300 – 206 $ 11,506 $ 9,969 – 161 $ 10,130 Funded Status $ (187) (326) (190) $ (703) $ (1,600) (271) (152) $ (2,023) Other (2) Net Amount Recognized $ $ – 16(3) 6(3) 22(3) $ 2,932 123 64 $ 3,119 $ (187) (310) (184) $ (681) $ 1,332 (148) (88) $ 1,096 (1) Incorporates the provisions of SFAS 158 adopted on May 31, 2007. (2) Amounts in “Other” consist of unrecognized net actuarial loss, unamortized prior service cost, unrecognized net transition amount and employer contributions after measurement date. (3) Amounts in “Other” for 2007 represent only employer contributions after measurement date, as unrecognized net actuarial loss, unamortized prior service cost and unrecognized net transition amount were not applicable in 2007 due to adoption of SFAS 158. The PBO is the actuarial present value of benefits attributable to employee service rendered to date, including the effects of estimated future pay increases. The ABO also reflects the actu- arial present value of benefits attributable to employee service rendered to date, but does not include the effects of estimated future pay increases. Therefore, the ABO as compared to plan assets is an indication of the assets currently available to fund vested and nonvested benefits accrued through May 31. Prior to SFAS 158, the measure of whether a pension plan was underfunded for recognition of a liability under financial account- ing requirements was based on a comparison of the ABO to the fair value of plan assets and amounts accrued for such benefits in the balance sheets. With the adoption of SFAS 158, the funded status is measured as the difference between the fair value of the plan’s assets and the projected benefit obligation of the plan. At May 31, 2007 and 2006, the projected benefit obligation, the accumulated benefit obligation, and the fair value of plan assets for pension plans with a projected benefit obligation in excess of plan assets, and for pension plans with an accumulated benefit obligation in excess of plan assets were as follows (in millions): Pension Benefits PBO Fair Value of Plan Assets Pension Benefits PBO ABO Fair Value of Plan Assets PBO Exceeds the Fair Value of Plan Assets 2007 2006 $ 12,085 11,381 $ 12,153 10,130 ABO Exceeds the Fair Value of Plan Assets 2007 2006 $ 727 637 206 $ 584 498 161 The accumulated postretirement benefit obligation exceeds plan assets for all of our postretirement healthcare plans. Plan funding is actuarially determined and is subject to certain tax law limitations. International defined benefit pension plans provide benefits primarily based on final earnings or final average earnings and years of service and are funded in accordance with local practice. Where plans are funded, they are in compliance with local laws and income tax regulations. Amounts contributed to these plans are generally not recoverable by us. Although not legally required, we made $482 million in tax-deductible voluntary contributions to our qualified U.S. pension plans in 2007 compared to total tax-deductible voluntary contributions of $456 million in 2006. We expect approximately $10 million of contributions to such plans to be legally required in 2008, and we currently expect to make tax-deductible voluntary contributions in 2008 at levels approximating those in 2007. We have certain nonqualified defined benefit pension plans that are not funded because such funding provides no current tax deduction and would be deemed current compensation to plan participants. Primarily related to those plans and certain inter- national plans, we have ABOs aggregating approximately $632 million at May 31, 2007 and $499 million at May 31, 2006 and PBOs aggregating approximately $722 million at May 31, 2007 and $584 million at May 31, 2006, with assets of $206 million at May 31, 2007 and $161 million at May 31, 2006. Plans with this funded status resulted in the recognition of a minimum pension liability in our balance sheets prior to adopting SFAS 158. This minimum liability was $122 million at May 31, 2006. At the end of 2007 and prior to our adoption of SFAS 158, we recorded a minimum pension liability on a plan-by-plan basis for many of our pension plans for the amount by which the ABO exceeded the fair value of the plan assets, after adjusting for previously recorded accrued or prepaid pension cost for the plan. We subsequently eliminated the minimum pension liability bal- ance and intangible assets related to our plans that had been recorded prior to adoption. The minimum liability eliminated at May 31, 2007 was $191 million. 76 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Net periodic benefit cost for the three years ended May 31 and amounts recognized in other comprehensive income for 2007 were as follows (in millions): Service cost Interest cost Expected return on plan assets Recognized actuarial losses (gains) and other 2007 $ 540 707 (930) 150 $ 467 Pension Plans 2006 $ 473 642 (811) 121 $ 425 2005 $ 417 579 (707) 72 $ 361 Postretirement Healthcare Plans 2006 2005 2007 $ 31 28 – (4) $ 55 $ 42 32 – (1) $ 73 $ 37 32 – (1) $ 68 Increases in pension costs from the prior year are primarily the result of changes in discount rate. Weighted-average actuarial assumptions for our primary U.S. plans, which comprise substantially all of our projected benefit obliga- tions, are as follows: Discount rate Rate of increase in future compensation levels Expected long-term rate of return on assets 2007 6.012% 4.47 9.10 Pension Plans 2006 5.912% 3.46 9.10 2005 6.285% 3.15 9.10 Postretirement Healthcare Plans 2006 2005 2007 6.084% – – 6.080% – – 6.160% – – Benefit payments, 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 2008 2009 2010 2011 2012 2013-2017 $ 303 334 407 434 510 3,910 $ 30 30 32 34 35 213 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 11% during 2008, decreasing to an annual growth rate of 5% in 2019 and thereafter. Future dental benefit costs are estimated to increase at an annual rate of 6.25% dur- ing 2008, decreasing to an annual growth rate of 5% in 2013 and thereafter. A 1% change in these annual trend rates would not have a significant impact on the accumulated postretirement ben- efit obligation at May 31, 2007 or 2007 benefit expense because the level of these benefits is capped. Note 13: Business Segment Information Our operations for the periods presented are primarily represented by FedEx Express, FedEx Ground, the FedEx Freight LTL Group and FedEx Kinko’s. These businesses represent our major service lines and form the core of our reportable segments. Other business units in the FedEx portfolio are FedEx Trade Networks, FedEx SmartPost, FedEx Supply Chain Services, FedEx Custom Critical and Caribbean Transportation Services. Management evaluates segment financial performance based on operating income. As of May 31, 2007, our reportable segments included the follow- ing businesses: FedEx Express Segment FedEx Express (express transportation) FedEx Trade Networks (global trade services) FedEx Ground Segment FedEx Ground (small-package ground delivery) FedEx SmartPost (small-parcel consolidator) FedEx Freight Segment FedEx Freight LTL Group: FedEx Freight (regional LTL freight transportation) FedEx National LTL (long-haul LTL freight transportation) FedEx Custom Critical (time-critical transportation) Caribbean Transportation Services (airfreight forwarding) FedEx Kinko’s Segment FedEx Kinko’s (document solutions and business services) FedEx Services provides customer-facing sales, marketing and information technology support, primarily for FedEx Express and FedEx Ground. The costs for these functions are allocated based on metrics such as relative revenues or estimated services provided. We also allocate costs for administrative functions provided between operating companies and certain other costs, such as those associated with services received for general cor- porate oversight, including executive officers and certain legal and finance functions. We believe these allocations approximate the cost of providing these functions. 77 FEDEX CORPORATION In addition, certain FedEx operating companies provide transpor- tation 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. FedEx Kinko’s segment revenues include package acceptance revenue, which represents the fee received by FedEx Kinko’s from FedEx Express and FedEx Ground for accepting and handling packages at FedEx Kinko’s locations on behalf of these operating compa- nies. Package acceptance revenue does not include the external revenue associated with the actual shipments. All shipment rev- enues are reflected in the segment performing the transportation services. Intersegment revenues and expenses are eliminated in the consolidated results and are not separately identified in the following segment information, as the amounts are not material. Effective June 1, 2006, we moved the credit, collections and cus- tomer service functions with responsibility for FedEx Express and FedEx Ground customer information from FedEx Express into a newly formed subsidiary of FedEx Services named FedEx Customer Information Services, Inc. Also, effective June 1, 2006, we moved FedEx Supply Chain Services, Inc., the results of which were previously reported in the FedEx Ground segment, into a new subsidiary of FedEx Services named FedEx Global Supply Chain Services, Inc. The costs of providing these customer ser- vice functions and the net operating costs of FedEx Global Supply Chain Services are allocated back to the FedEx Express and FedEx Ground segments. Prior year amounts have not been reclassified to conform to the current year segment presentation, as the finan- cial results of all segments are materially comparable. The following table provides a reconciliation of reportable segment revenues, depreciation and amortization, operating income and segment assets to consolidated financial statement totals for the years ended or as of May 31 (in millions): Revenues 2007 2006 2005 Depreciation and amortization 2007 2006 2005 Operating income 2007(2) 2006(3) 2005(4) Segment assets(5) 2007 2006 2005 FedEx Express Segment $ 22,681 21,446 19,485 $ 856 805 798 $ 1,955 1,767 1,414 $ 15,650 14,673 13,130 FedEx Ground Segment FedEx Freight Segment(1) $ 6,043 5,306 4,680 $ 268 224 176 $ 813 705 604 $ 3,937 3,378 2,776 $ 4,586 3,645 3,217 $ 195 120 102 $ 463 485 354 $ 3,150 2,245 2,047 FedEx Kinko’s Segment $ 2,040 2,088 2,066 $ 139 148 138 $ 45 57 100 $ 2,957 2,941 2,987 Other and Eliminations Consolidated Total $ (136) (191) (85) $ 284 253 248 $ – – (1) $ (1,694) (547) (536) $ 35,214 32,294 29,363 $ 1,742 1,550 1,462 $ 3,276 3,014 2,471 $ 24,000 22,690 20,404 (1) Includes the operations of FedEx National LTL from the date of acquisition, September 3, 2006. (2) FedEx Express operating expenses include a $143 million charge associated with upfront compensation and benefits under the new pilot labor contract. (3) Includes a $79 million one-time, noncash charge to adjust the accounting for certain facility leases ($75 million at FedEx Express). (4) Includes $48 million related to the Airline Stabilization Act charge. (5) Segment assets include intercompany receivables. The following table provides a reconciliation of reportable segment capital expenditures to consolidated totals for the years ended May 31 (in millions): FedEx Express Segment $ 1,672 1,408 1,195 FedEx Ground Segment $ 489 487 456 FedEx Freight Segment $ 287 274 217 FedEx Kinko’s Segment $ 157 94 152 Other $ 277 255 216 Consolidated Total $ 2,882 2,518 2,236 2007 2006 2005 78 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents revenue by service type and geo- graphic information for the years ended or as of May 31 (in millions): Note 15: Guarantees and Indemnifications Revenue by Service Type FedEx Express segment: Package: U.S. overnight box U.S. overnight envelope U.S. deferred Total domestic package revenue International Priority (IP)(1) Total package revenue Freight: U.S. International priority freight(1) International airfreight Total freight revenue Other(2) Total FedEx Express segment FedEx Ground segment FedEx Freight segment(3) FedEx Kinko’s segment Other and Eliminations Geographical Information(4) Revenues: U.S. International Noncurrent assets: U.S. International 2007 2006 2005 $ 6,485 1,990 2,883 $ 6,422 1,974 2,853 $ 5,969 1,798 2,799 11,358 6,722 18,080 11,249 6,139 17,388 10,566 5,464 16,030 2,412 1,045 394 3,851 750 22,681 6,043 4,586 2,040 (136) $ 35,214 2,218 840 434 3,492 566 21,446 5,306 3,645 2,088 (191) $ 32,294 1,854 670 381 2,905 550 19,485 4,680 3,217 2,066 (85) $ 29,363 $ 26,132 9,082 $ 35,214 $ 24,172 8,122 $ 32,294 $ 14,191 3,180 $ 17,371 $ 13,804 2,422 $ 16,226 $ 22,146 7,217 $ 29,363 $ 13,020 2,115 $ 15,135 (1) We reclassified certain prior period international priority freight service revenues previously included within IP package revenues to international priority freight revenues to conform to the current period presentation and more precisely present the nature of the services provided. (2) Other revenues includes FedEx Trade Networks and our international domestic express businesses, such as ANC, DTW Group and our Canadian domestic express operations. (3) Includes the operations of FedEx National LTL from the date of acquisition, September 3, 2006. (4) 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. Flight equipment is allocated between geographic areas based on usage. Note 14: Supplemental Cash Flow Information Cash paid for interest expense and income taxes for the years ended May 31 was as follows (in millions): Interest (net of capitalized interest) Income taxes 2007 $ 136 1,064 2006 $ 145 880 2005 $ 162 824 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 indemnifications (e.g., environmental, fuel, tax and software infringement), the terms of which range in duration and are often not limited. With the exception of residual value guarantees in certain operating leases (described below), a maximum obligation is generally not specified in our guarantees and indemnifications. As a result, the overall maximum potential amount of the obligation under such guarantees and indemnifications cannot be reasonably esti- mated. 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 have guarantees under certain operating leases, amount- ing to $17 million as of May 31, 2007, for the residual values of vehicles and facilities at the end of the respective operating lease periods. Under these leases, if the fair market value of the leased asset at the end of the lease term is less than an agreed-upon value as set forth in the related operating lease agreement, we will be responsible to the lessor for the amount of such defi- ciency. Based upon our expectation that none of these leased assets will have a residual value at the end of the lease term that is materially less than the value specified in the related operating lease agreement, we do not believe it is probable that we will be required to fund material amounts under the terms of these guarantee arrangements. Accordingly, no material accruals have been recognized for these guarantees. Special facility revenue bonds have been issued by certain municipalities primarily to finance the acquisition and construc- tion of various airport facilities and equipment. These facilities were leased to us and are accounted for as either capital leases or operating leases. FedEx Express has unconditionally guaran- teed $755 million in principal of these bonds (with total future principal and interest payments of approximately $1.1 billion as of May 31, 2007) through these leases. Of the $755 million bond principal guaranteed, $204 million was included in capital lease obligations in our balance sheet at May 31, 2007. The remaining $551 million has been accounted for as operating leases. Note 16: Commitments Annual purchase commitments under various contracts as of May 31, 2007 were as follows (in millions): Other (2) Total 2008 2009 2010 2011 2012 Thereafter Aircraft $ 482 788 907 640 31 – Aircraft- Related (1) $ 150 157 146 3 – – $ 650 166 97 61 55 164 (1) Primarily aircraft modifications. (2) Primarily vehicles, facilities, computers and advertising and promotion contracts. $ 1,282 1,111 1,150 704 86 164 79 FEDEX CORPORATION The amounts reflected in the table above for purchase commit- ments represent noncancelable agreements to purchase goods or services. 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 non- cancelable commitments to modify such aircraft. Open purchase orders that are cancelable are not considered unconditional pur- chase obligations for financial reporting purposes. In September 2006, we announced a $2.6 billion multi-year pro- gram to acquire and modify approximately 90 Boeing 757-200 (“B757”) aircraft to replace our narrow-body fleet of Boeing 727-200 aircraft. We expect to bring the new aircraft into service during the eight-year period between calendar years 2008 and 2016 contingent upon identification and purchase of suitable B757 aircraft. As of May 31, 2007, we had entered into agreements to purchase 30 B757 aircraft under this program. In November 2006, we entered into an agreement to acquire 15 new Boeing 777 Freighter (“B777F”) aircraft and an option to purchase an additional 15 B777F aircraft. In connection with the decision to purchase these aircraft, we cancelled our order of 10 Airbus A380-800F aircraft. In March 2007, we entered into a separate settlement agreement with Airbus that, among other things, provides us with credit memoranda applicable to the pur- chase of goods and services in the future. The net impact of this settlement was immaterial to our 2007 results and was recorded as an operating gain during the fourth quarter of 2007. Deposits and progress payments of $109 million have been made toward aircraft purchases, options to purchase additional aircraft and other planned aircraft-related transactions. In addition, we have committed to modify our DC10 aircraft for two-man cockpit configurations. Future payments related to these activities are included in the table above. Aircraft and aircraft-related contracts are subject to price escalations. The following table is a summary of the number and type of aircraft we are committed to purchase as of May 31, 2007, with the year of expected delivery: 2008 2009 2010 2011 2012 Thereafter Total A300 A310 B757 B777F Total 9 3 – – – – 12 2 – – – – – 2 7 13 4 3 3 – 30 – – 6 9 – – 15 18 16 10 12 3 – 59 Note 17: Contingencies Wage-and-Hour. We are a defendant in a number of lawsuits filed in federal or California state courts containing various class- action allegations under federal or California wage-and-hour laws. The plaintiffs in these lawsuits allege, among other things, that they were forced to work “off the clock,” were not paid over- time and were not provided work breaks or other benefits. The plaintiffs generally seek unspecified monetary damages, injunc- tive relief, or both. We have denied any liability and intend to vigorously defend ourselves. Given the nature and preliminary status of these wage-and-hour claims, we cannot yet determine the amount or a reasonable range of potential loss in these mat- ters, if any. Independent Contractor. FedEx Ground is involved in numer- ous purported class-action lawsuits and other proceedings that claim that the company’s owner-operators should be treated as employees, rather than independent contractors. These matters include Estrada v. FedEx Ground, a class action involving single work area contractors that was filed in California state court. Although the trial court granted some of the plaintiffs’ claims for relief in Estrada ($18 million, inclusive of attorney’s fees, plus equitable relief), the appellate court has reversed the trial court’s issuance of equitable relief. The plaintiffs petitioned the California Supreme Court for a review of the appellate court decision, and that petition was denied. The rest of the appeal is pending. Adverse determinations in these matters could, among other things, entitle certain of our contractors to the reimbursement of certain expenses and to the benefit of wage-and-hour laws and result in employment and withholding tax liability for FedEx Ground. On August 10, 2005, the Judicial Panel on Multi-District Litigation granted our motion to transfer and consolidate the majority of the class-action lawsuits for administration of the pre-trial proceedings by a single federal court – the U.S. District Court for the Northern District of Indiana. We strongly believe that FedEx Ground’s owner-operators are properly classified as independent contractors and that we will prevail in these proceedings. Given the nature and preliminary status of these claims, we cannot yet determine the amount or a reasonable range of potential loss in these matters, if any. Race Discrimination. During the fourth quarter of 2007, we settled Satchell v. FedEx Express, a class-action lawsuit in California that alleged discrimination by FedEx Express in the Western region of the United States against certain current and former minority employees in pay and promotion. The settlement will require a payment of approximately $55 million by FedEx Express, which is covered by insurance. The court has granted preliminary approval of the settlement, and a hearing is scheduled for August 2007 for the court to consider final approval of the settlement. Other. FedEx and its subsidiaries are subject to other legal pro- ceedings 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 materially adversely affect our financial position, results of operations or cash flows. 80 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 18: Related Party Transactions Two of our sponsorships of professional sports venues involve related parties. Our Chairman, President and Chief Executive Officer, Frederick W. Smith, currently holds an approximate 10% ownership interest in the National Football League Washington Redskins professional football team (“Redskins”) and is a member of its board of directors. FedEx has a multi-year naming rights agreement with the Redskins granting us certain marketing rights, including the right to name the Redskins’ stadium “FedExField.” A member of our Board of Directors, J.R. Hyde, III, and his wife together own approximately 13% of HOOPS, L.P. (“HOOPS”), the owner of the NBA Memphis Grizzlies professional basketball team. FedEx has a naming rights agreement with HOOPS granting us certain marketing rights, including the right to name the Grizzlies’ arena “FedEx Forum.” Pursuant to a separate 25-year agreement with HOOPS, the City of Memphis and Shelby County, FedEx has agreed to pay $2.5 million a year for the balance of the term if HOOPS terminates its lease for the arena after 17 years. Note 19: Summary of Quarterly Operating Results (Unaudited) (in millions, except per share amounts) 2007 Revenues Operating income Net income Basic earnings per common share Diluted earnings per common share 2006 Revenues Operating income Net income Basic earnings per common share Diluted earnings per common share First Quarter (1) $ 8,545 784 475 1.55 1.53 $ 7,707 584 339 1.12 1.10 Second Quarter (2) $ 8,926 839 511 1.67 1.64 $ 8,090 790 471 1.55 1.53 Third Quarter $ 8,592 641 420 1.37 1.35 $ 8,003 713 428 1.41 1.38 Fourth Quarter $ 9,151 1,012 610 1.98 1.96 $ 8,494 927 568 1.86 1.82 (1) Results for the first quarter of 2006 include a $79 million ($49 million, net of tax, or $0.16 per diluted share) charge to adjust the accounting for certain facility leases, predominantly at FedEx Express, as described in Note 7. (2) Results for the second quarter of 2007 include a $143 million charge at FedEx Express associated with upfront compensation and benefits under the new labor contract with our pilots. Additionally, FedEx National LTL’s financial results have been included from September 3, 2006 (the date of acquisition). 81 FEDEX CORPORATION Note 20: Condensed Consolidating Financial Statements We are required to present condensed consolidating financial information in order for the subsidiary guarantors (other than FedEx Express) of our public debt to be exempt from reporting under the Securities Exchange Act of 1934. The guarantor subsidiaries, which are wholly owned by FedEx, guarantee approximately $1.7 billion of our debt. The guarantees are full and unconditional and joint and several. Our guarantor subsidiaries were not determined using geographic, service line or other similar criteria, and as a result, the “Guarantor” and “Non-Guarantor” columns each include portions of our domestic and international operations. Accordingly, this basis of presentation is not intended to present our financial condition, results of operations or cash flows for any purpose other than to comply with the specific requirements for subsidiary guarantor reporting. Condensed consolidating financial statements for our guarantor subsidiaries and non-guarantor subsidiaries are presented in the following tables (in millions): cOnDenseD cOnsOliDating Balance sheets Parent Guarantor Subsidiaries May 31, 2007 Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current Assets Cash and cash equivalents Receivables, less allowances Spare parts, fuel, supplies, prepaid expenses and other, less allowances Deferred income taxes Total current assets Property and Equipment, at Cost Less accumulated depreciation and amortization Net property and equipment Intercompany Receivable Goodwill Investment in Subsidiaries Other Assets LIABILITIES AND STOCKHOLDERS’ INVESTMENT Current Liabilities Current portion of long-term debt Accrued salaries and employee benefits Accounts payable Accrued expenses Total current liabilities Long-Term Debt, Less Current Portion Intercompany Payable Other Liabilities Deferred income taxes Other liabilities Total other long-term liabilities Stockholders’ Investment $ 1,212 – 7 – 1,219 22 14 8 – – 14,588 670 $ 16,485 $ 551 60 37 36 684 1,248 1,463 – 451 451 12,639 $ 16,485 $ 124 3,083 500 505 4,212 24,681 13,422 11,259 511 2,667 3,340 457 $ 22,446 $ 85 1,079 1,563 1,197 3,924 398 – 1,262 2,445 3,707 14,417 $ 22,446 $ 233 894 75 31 1,233 2,387 1,018 1,369 952 830 – 755 $ 5,139 $ 3 215 448 189 855 361 – 279 116 395 3,528 $ 5,139 $ – (35) – – (35) – – – (1,463) – (17,928) (644) $ (20,070) $ – – (32) (3) (35) – (1,463) (644) – (644) (17,928) $ (20,070) $ 1,569 3,942 582 536 6,629 27,090 14,454 12,636 – 3,497 – 1,238 $ 24,000 $ 639 1,354 2,016 1,419 5,428 2,007 – 897 3,012 3,909 12,656 $ 24,000 82 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS cOnDenseD cOnsOliDating Balance sheets Parent Guarantor Subsidiaries May 31, 2006 Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current Assets Cash and cash equivalents Receivables, less allowances Spare parts, fuel, supplies, prepaid expenses and other, less allowances Deferred income taxes Total current assets Property and Equipment, at Cost Less accumulated depreciation and amortization Net property and equipment Intercompany Receivable Goodwill Prepaid Pension Cost Investment in Subsidiaries Other Assets LIABILITIES AND STOCKHOLDERS’ INVESTMENT Current Liabilities Current portion of long-term debt Accrued salaries and employee benefits Accounts payable Accrued expenses Total current liabilities Long-Term Debt, Less Current Portion Intercompany Payable Other Liabilities Deferred income taxes Other liabilities Total other long-term liabilities Stockholders’ Investment $ 1,679 – 7 – 1,686 22 12 10 – – 1,310 12,301 69 $ 15,376 $ 700 50 33 37 820 749 2,079 – 226 226 11,502 $ 15,376 $ 114 2,864 423 522 3,923 22,430 12,410 10,020 680 2,675 18 2,070 571 $ 19,957 $ 150 1,107 1,594 1,221 4,072 843 – 1,143 2,447 3,590 11,452 $ 19,957 $ 144 681 42 17 884 1,622 882 740 1,399 150 21 – 675 $ 3,869 $ – 168 310 132 610 – – 257 74 331 2,928 $ 3,869 $ – (29) – – (29) – – – (2,079) – – (14,371) (33) $ (16,512) $ – – (29) – (29) – (2,079) (33) – (33) (14,371) $ (16,512) $ 1,937 3,516 472 539 6,464 24,074 13,304 10,770 – 2,825 1,349 – 1,282 $ 22,690 $ 850 1,325 1,908 1,390 5,473 1,592 – 1,367 2,747 4,114 11,511 $ 22,690 83 FEDEX CORPORATION cOnDenseD cOnsOliDating statements Of incOme Parent $ – Guarantor Subsidiaries $ 29,894 Year Ended May 31, 2007 Non-Guarantor Subsidiaries Eliminations Consolidated $ 5,671 $ (351) $ 35,214 103 – 3 2 – 1 (193) 84 – – 2,016 (22) 29 (7) 2,016 – $ 2,016 11,632 2,964 2,082 1,513 3,317 1,830 (170) 4,133 27,301 2,593 390 (29) (34) – 2,920 971 $ 1,949 2,005 944 261 227 216 121 363 851 4,988 683 – (2) 5 (1) 685 228 $ 457 – (35) (3) – – – – (313) (351) – (2,406) – – – (2,406) – $ (2,406) 13,740 3,873 2,343 1,742 3,533 1,952 – 4,755 31,938 3,276 – (53) – (8) 3,215 1,199 $ 2,016 Parent $ – Guarantor Subsidiaries $ 28,310 Year Ended May 31, 2006 Non-Guarantor Subsidiaries Eliminations Consolidated $ 4,325 $ (341) $ 32,294 81 – 4 2 – 1 (164) 76 – – 1,806 (47) 55 (8) 1,806 – $ 1,806 11,046 2,642 2,163 1,401 3,128 1,709 (229) 4,008 25,868 2,442 327 (57) (78) (4) 2,630 876 $ 1,754 1,444 627 226 147 128 67 393 721 3,753 572 – – 23 1 596 217 $ 379 – (18) (3) – – – – (320) (341) – (2,133) – – – (2,133) – $ (2,133) 12,571 3,251 2,390 1,550 3,256 1,777 – 4,485 29,280 3,014 – (104) – (11) 2,899 1,093 $ 1,806 REVENUES Operating Expenses: Salaries and employee benefits Purchased transportation Rentals and landing fees Depreciation and amortization Fuel Maintenance and repairs Intercompany charges, net Other Operating Income Other Income (Expense): Equity in earnings of subsidiaries Interest, net Intercompany charges, net Other, net Income Before Income Taxes Provision for income taxes Net Income REVENUES Operating Expenses: Salaries and employee benefits Purchased transportation Rentals and landing fees Depreciation and amortization Fuel Maintenance and repairs Intercompany charges, net Other Operating Income Other Income (Expense): Equity in earnings of subsidiaries Interest, net Intercompany charges, net Other, net Income Before Income Taxes Provision for income taxes Net Income 84 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS cOnDenseD cOnsOliDating statements Of incOme REVENUES Operating Expenses: Salaries and employee benefits Purchased transportation Rentals and landing fees Depreciation and amortization Fuel Maintenance and repairs Intercompany charges, net Other Operating Income Other Income (Expense): Equity in earnings of subsidiaries Interest, net Intercompany charges, net Other, net Income Before Income Taxes Provision for income taxes Net Income Parent $ – Guarantor Subsidiaries $ 25,859 Year Ended May 31, 2005 Non-Guarantor Subsidiaries Eliminations Consolidated $ 3,927 $ (423) $ 29,363 86 – 3 1 – 1 (172) 81 – – 1,449 (79) 90 (11) 1,449 – $ 1,449 10,523 2,388 2,088 1,324 2,231 1,625 (132) 3,804 23,851 2,008 244 (58) (98) (5) 2,091 695 $ 1,396 1,354 583 211 137 86 69 304 720 3,464 463 – (2) 8 (3) 466 169 $ 297 – (36) (3) – – – – (384) (423) – (1,693) – – – (1,693) – $ (1,693) 11,963 2,935 2,299 1,462 2,317 1,695 – 4,221 26,892 2,471 – (139) – (19) 2,313 864 $ 1,449 85 FEDEX CORPORATION cOnDenseD cOnsOliDating statements Of cash flOws CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES INVESTING ACTIVITIES Capital expenditures Business acquisitions, net of cash acquired Proceeds from asset dispositions Cash Used in Investing Activities FINANCING ACTIVITIES Net transfers (to) from Parent Principal payments on debt Proceeds from debt issuance Proceeds from stock issuances Excess tax benefits on the exercise of stock options Dividends paid Other, net Cash Provided by (Used in) Financing Activities CASH AND CASH EQUIVALENTS Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES INVESTING ACTIVITIES Capital expenditures Proceeds from asset dispositions Cash Used in Investing Activities FINANCING ACTIVITIES Net transfers (to) from Parent Principal payments on debt Proceeds from stock issuances Dividends paid Other, net Cash (Used in) Provided by Financing Activities CASH AND CASH EQUIVALENTS Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Parent $ (57) Guarantor Subsidiaries $ 2,741 (1) (175) – (176) (578) (700) 999 115 45 (110) (5) (234) (2,631) (36) 47 (2,620) 40 (206) 55 – – – – (111) (467) 1,679 $ 1,212 10 114 $ 124 Parent $ (69) Guarantor Subsidiaries $ 3,418 (4) – (4) 1,215 (250) 144 (97) (2) 1,010 937 742 $ 1,679 (2,321) 58 (2,263) (1,073) (119) – – – (1,192) (37) 151 $ 114 Year Ended May 31, 2007 Non-Guarantor Subsidiaries Eliminations Consolidated $ 879 $ (250) (1,099) 21 (1,328) 538 – – – – – – 538 89 144 $ 233 $ – – – – – – – – – – – – – – – – $ 3,563 (2,882) (1,310) 68 (4,124) – (906) 1,054 115 45 (110) (5) 193 (368) 1,937 $ 1,569 Year Ended May 31, 2006 Non-Guarantor Subsidiaries Eliminations Consolidated $ 327 $ (193) 6 (187) (142) – – – – (142) (2) 146 $ 144 $ – – – – – – – – – – – – – $ 3,676 (2,518) 64 (2,454) – (369) 144 (97) (2) (324) 898 1,039 $ 1,937 86 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS cOnDenseD cOnsOliDating statements Of cash flOws CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES INVESTING ACTIVITIES Capital expenditures Business acquisitions, net of cash acquired Proceeds from asset dispositions Other, net Cash Used in Investing Activities FINANCING ACTIVITIES Net transfers (to) from Parent Principal payments on debt Proceeds from stock issuances Dividends paid Cash (Used in) Provided by Financing Activities CASH AND CASH EQUIVALENTS Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Parent $ (5) Guarantor Subsidiaries $ 2,849 (3) (122) – – (125) 717 (600) 99 (84) 132 2 740 $ 742 (2,049) – 10 (2) (2,041) (651) (191) – – (842) (34) 185 $ 151 Year Ended May 31, 2005 Non-Guarantor Subsidiaries Eliminations Consolidated $ 273 $ (184) – 2 – (182) (66) – – – (66) 25 121 $ 146 $ – – – – – – – – – – – – – – $ 3,117 (2,236) (122) 12 (2) (2,348) – (791) 99 (84) (776) (7) 1,046 $ 1,039 87 FEDEX CORPORATION Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders FedEx Corporation We have audited the accompanying consolidated balance sheets of FedEx Corporation as of May 31, 2007 and 2006, and the related consolidated statements of income, changes in stockholders’ investment and comprehensive income, and cash flows for each of the three years in the period ended May 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of FedEx Corporation at May 31, 2007 and 2006, and the consolidated results of its operations and its cash flows for each of the three years in the period ended May 31, 2007, in conformity with U.S. generally accepted accounting principles. As discussed in Note 1 to the consolidated financial statements, effective June 1, 2006, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment,” and effective May 31, 2007 the Company adopted SFAS No. 158, “Employer’s Accounting for Defined Benefit Pension and Other Postretirement Benefit Plans – An Amendment of FASB Statements No. 87, 88, 106 and 132(R).” We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effec- tiveness of FedEx Corporation’s internal control over financial reporting as of May 31, 2007, 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 9, 2007 expressed an unqualified opinion thereon. Memphis, Tennessee July 9, 2007 88 FEDEX CORPORATION Selected Financial Data The following table sets forth (in millions, except per share amounts and other operating data) certain selected consolidated financial and operating data for FedEx as of and for the five years ended May 31, 2007. This information should be read in conjunction with the Consolidated Financial Statements, Management’s Discussion and Analysis of Results of Operations and Financial Condition and other financial data appearing elsewhere in this Report. 2007 (1) 2006 (2) 2005 (3) 2004 (4) 2003 Operating Results Revenues Operating income Income before income taxes Net income Per Share Data Earnings per share: Basic Diluted Average shares of common stock outstanding Average common and common equivalent shares outstanding Cash dividends declared Financial Position Property and equipment, net Total assets Long-term debt, less current portion Common stockholders’ investment Other Operating Data FedEx Express aircraft fleet Average full-time equivalent employees and contractors $ 35,214 3,276 3,215 $ 2,016 $ 6.57 $ 6.48 307 311 $ 0.37 $ 12,636 24,000 2,007 12,656 669 238,935 $ 32,294 3,014 2,899 $ 1,806 $ $ $ 5.94 5.83 304 310 0.33 $ 10,770 22,690 1,592 11,511 671 221,677 $ 29,363 2,471 2,313 $ 1,449 $ $ $ 4.81 4.72 301 307 0.29 $ 9,643 20,404 2,427 9,588 670 215,838 $ 24,710 1,440 1,319 838 $ $ $ $ 2.80 2.76 299 304 0.29 $ 9,037 19,134 2,837 8,036 645 195,838 $ 22,487 1,471 1,338 830 $ $ 2.79 $ 2.74 298 303 $ 0.15 $ 8,700 15,385 1,709 7,288 643 190,918 (1) Results for 2007 include a $143 million charge at FedEx Express associated with upfront compensation and benefits under the new labor contract with our pilots. See Note 1 to the accompanying consolidated financial statements. Additionally, results for 2007 include several acquisitions from the date of acquisition as described in Note 3 to the accompanying financial statements. (2) Results for 2006 include a $79 million ($49 million, net of tax, or $0.16 per diluted share) charge to adjust the accounting for certain facility leases, predominantly at FedEx Express. See Note 7 to the accompanying consolidated financial statements. (3) Results for 2005 include a $48 million ($31 million, net of tax, or $0.10 per diluted share) Airline Stabilization Act charge at FedEx Express (see Note 1 to the accompanying consolidated financial statements) and a $12 million or $0.04 per diluted share benefit from an income tax adjustment (see Note 11 to the accompanying consolidated financial statements). (4) Results for 2004 include $435 million ($270 million, net of tax, or $0.89 per diluted share) of business realignment costs and a $37 million, or $0.12 per diluted share, benefit related to a favorable ruling on an aircraft engine maintenance tax case and the reduction of our effective tax rate. Additionally, FedEx Kinko’s financial results have been included from February 12, 2004 (the date of acquisition). 89 FEDEX CORPORATION Shirley A. Jackson (3) (4) President Rensselaer Polytechnic Institute Technological university Steven R. Loranger (1) Chairman, President and Chief Executive Officer ITT Corporation Engineering and manufacturing company Charles T. Manatt (2) Partner and Co-founder Manatt, Phelps & Phillips, LLP Law firm Frederick W. Smith Chairman, President and Chief Executive Officer FedEx Corporation Joshua I. Smith (1) Chairman and Managing Partner Coaching Group, LLC Consulting firm Paul S. Walsh (2) Chief Executive Officer Diageo plc Beverage company Peter S. Willmott (1) (4*) Chairman and Chief Executive Officer Willmott Services, Inc. Retail and consulting firm Board of Directors James L. Barksdale (3) (4) Chairman and President Barksdale Management Corporation Investment management company August A. Busch IV (2) President and Chief Executive Officer Anheuser-Busch Companies, Inc. Brewing organization John A. Edwardson (1*) Chairman and Chief Executive Officer CDW Corporation Technology products and services company Judith L. Estrin (3*) President and Chief Executive Officer Packet Design, LLC Internet technology company J. Kenneth Glass (2) (4) Retired Chairman, President and Chief Executive Officer First Horizon National Corporation Bank holding company Philip Greer (2*) Managing Director Greer Family Consulting & Investments, LLC Investment management firm J.R. Hyde, III (3) Chairman GTx, Inc. Biopharmaceutical company (1) Audit Committee (2) Compensation Committee (3) Information Technology Oversight Committee (4) Nominating & Governance Committee * Committee Chair 90 FEDEX CORPORATION Executive Officers and Senior Management FedEx Corporation Frederick W. Smith Chairman, President and Chief Executive Officer Christine P. Richards Executive Vice President, General Counsel and Secretary Alan B. Graf, Jr. Executive Vice President and Chief Financial Officer Robert B. Carter Executive Vice President, FedEx Information Services and Chief Information Officer T. Michael Glenn Executive Vice President, Market Development and Corporate Communications John L. Merino Corporate Vice President and Principal Accounting Officer FedEx Express FedEx Ground David J. Bronczek President and Chief Executive Officer Michael L. Ducker Executive Vice President and President, International William J. Logue Executive Vice President, Operations and Systems Support David F. Rebholz President and Chief Executive Officer Rodger G. Marticke Executive Vice President and Chief Operating Officer FedEx Freight FedEx Kinko’s Douglas G. Duncan President and Chief Executive Officer Kenneth A. May President and Chief Executive Officer Patrick L. Reed Executive Vice President and Chief Operating Officer Brian D. Philips Executive Vice President and Chief Operating Officer Thomas J. Leverton Executive Vice President and Chief Development Officer FedEx Trade Networks FedEx SmartPost G. Edmond Clark President and Chief Executive Officer Ward B. Strang President and Chief Executive Officer FedEx Custom Critical FedEx Global Supply Chain Services Virginia C. Albanese President and Chief Executive Officer Thomas Schmitt President and Chief Executive Officer Caribbean Transportation Services Rick A. Faieta President and Chief Executive Officer 91 FEDEX CORPORATION Corporate Information FedEx Corporation: 942 South Shady Grove Road, Memphis, Tennessee 38120, (901) 818-7500, fedex.com Annual Meeting of Shareowners: Monday, September 24, 2007, 10:00 a.m. local time, Hilton Hotel, Tennessee Grand Ballroom, 939 Ridge Lake Boulevard, Memphis, Tennessee 38120 Stock Listing: FedEx Corporation’s common stock is listed on the New York Stock Exchange under the ticker symbol FDX. Shareowners: As of July 9, 2007, there were 20,165 shareowners of record. Market Information: Following are high and low sale prices and cash dividends paid, by quarter, for FedEx Corporation’s common stock in 2007 and 2006: FY 2007 High Low Dividend FY 2006 High Low Dividend First Quarter Second Quarter Third Quarter Fourth Quarter $118.74 97.79 0.09 $119.21 99.34 0.09 $121.42 106.63 0.09 $116.76 104.01 0.09 $ 91.43 79.55 0.08 $ 98.81 76.81 0.08 $ 108.83 95.79 0.08 $ 120.01 106.00 0.08 Financial Information: Copies of FedEx Corporation’s Annual Report on Form 10-K, other documents filed with the Securities and Exchange Commission (SEC) and other financial and statis- tical information are available through our Web site at fedex.com. Company documents filed electronically with the SEC can also be found at the SEC’s Web site at www.sec.gov. You will be mailed a copy of the Form 10-K upon request to: FedEx Corporation Investor Relations, 942 South Shady Grove Road, Memphis, Tennessee 38120, (901) 818-7200, e-mail: ir@fedex.com. SEC and NYSE Certifications: The most recent certifications by our principal executive and financial officers pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to our Form 10-K. We have also filed with the New York Stock Exchange the most recent Annual CEO Certification as required by section 303A.12(a) of the NYSE Listed Company Manual. Independent Registered Public Accounting Firm: Ernst & Young LLP, Memphis, Tennessee Customer Service: Call 1-800-Go-FedEx or visit fedex.com. Media Inquiries: Jesse W. Bunn, Staff Director, Marketplace Communications, FedEx Corporation, 942 South Shady Grove Road, Memphis, Tennessee 38120, (901) 818-7463, e-mail: mediarelations@fedex.com Shareowner Account Services: Computershare Investor Services, P.O. Box 43069, Providence, Rhode Island 02940-3069, (800) 446-2617, www.computershare.com Direct Stock Purchase and Dividend Reinvestment: For information on the direct stock purchase and dividend reinvestment plan for FedEx Corporation common stock, call Computershare at (800) 446-2617 or visit their direct stock purchase plan Web site at www.computershare.com. This plan provides an alternative to traditional retail brokerage methods of purchasing, holding and selling FedEx common stock. This plan also permits shareowners to automatically reinvest their divi- dends to purchase additional shares of FedEx common stock. Investor Relations: Mickey Foster, Vice President, Investor Relations, FedEx Corporation, 942 South Shady Grove Road, Memphis, Tennessee 38120, (901) 818-7200, e-mail: ir@fedex.com Equal Employment Opportunity: Our greatest asset is our people. We are committed to providing a workplace where our employees and contractors feel respected, satisfied and appreciated. Our policies are designed to promote fairness and respect for everyone. We hire, evaluate and promote employees, and engage contractors, based on their skills and performance. With this in mind, we will not tolerate certain behaviors. These include harassment, violence, intimidation and discrimination of any kind involving race, color, religion, national origin, gender, sexual orientation, age, disability, veteran status or, where applicable, marital status. Service Marks: The following are registered service marks of Federal Express Corporation, registered with the U.S. Patent & Trademark Office and in other countries: FedEx®, FedEx Express®, FedEx Ground®, FedEx Freight®, FedEx Freight Advance Notice®, FedEx Custom Critical®, FedEx Supply Chain Services®, FedEx SmartPost®, FedEx Home Delivery®, FedEx Trade Networks® and FedEx Services®. FedEx National LTLSM, Caribbean Transportation ServicesSM, and FedEx Global Supply Chain ServicesSM are service marks of Federal Express Corporation. FedEx Kinko’s Office and Print Centers® is a regis- tered service mark of Federal Express Corporation and Kinko’s Ventures, Inc. FedEx Kinko’s Ship CentersSM is a service mark of Federal Express Corporation and Kinko’s Ventures, Inc. 92 h t i m S r e t l a W y b y h p a r g o t o h p l i a p c n i r P | h p a r g o h t i L n o s r e d n A / o e v n e C y b g n i t n i r P | A G , a t n a l t A , . c n I , y r a d n u o b n U y b n g i s e D + y g e t a r t S Talking to FedEx gives voice to new possibilities. And those conversations yield powerful returns: ideas that move your business and the world forward. Quiksilver meets the demand for its outdoor sports apparel and accessories in 90 countries — from Chile to China — using the FedEx portfolio for global sourcing and distribution. This entire annual report is printed on paper certified by the Forest Stewardship Council, which promotes environmentally appropriate, socially beneficial and economically viable management of the world’s forests. The paper contains a mix of pulp derived from FSC-certified well-managed forests and FSC-certified recycled paper fibers. F e d E x C o r p o r a t i o n A n n u a l R e p o r t 2 0 0 7 Possibility speaks. FedEx Corporation 942 South Shady Grove Road Memphis, Tennessee 38120 fedex.com 

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